1. We are WSP

General terms and conditions for suppliers

1. DEFINITIONS

1.1 Except if a different interpretation is required by the context, the following terms shall have the following meanings:

  1. Affiliate has the meaning given to such term in the Canada Business Corporations Act or in any replacement thereof or supplement thereto in effect, which meaning shall apply mutatis mutandis to partnerships, general and limited partnerships.
  2. Agreement means these General Terms and Conditions together with any specific requirements set out in the corresponding Prime Agreement, Proposal, Special Terms and Conditions, or Purchase Order and its appendices.
  3. Business Day means a day, other than a Saturday, Sunday, or statutory holiday, on which banks are open to transact commercial business in Canada.
  4. Buyer means WSP Canada Inc. or an Affiliate thereof.
  5. Claim or Claims means, as the case may be, one or more of the following: losses, damages, dues, disbursements, penalties, fines, claims, formal demands, motions, petitions or applications, proceedings, legal hypothecs, charges, obligations imposed by law, liabilities, judgments, decisions, decrees, arbitral awards, taxes of any and all kinds, and any other types of costs or expenses (including reasonable lawyers’ dues and reasonable expenses incurred thereby).
  6. Client means the party named in the Prime Agreement entered into with the Buyer as being the ultimate recipient of the Goods and/or Services.
  7. Completion means the full and complete performance of the Services and/or delivery of the Goods in accordance with this Agreement.
  8. Confidential Information means all information of a confidential nature, in whatever form and on whatever medium, that the Seller and the Buyer obtain from the other pursuant to this Agreement, directly or indirectly, including information concerning the Client, the Seller or the Buyer, particularly regarding the business, affairs, financial position, assets, operations, activities, prospects or trade secrets of such party, as well as all analyses, assessments, compilations, notes, studies or other documents that the Client, the Seller or the Buyer, as the case may be, or their respective Personnel have performed or prepared and that rely on or contain such information.
  9. Deliverables means all documents and materials that have been or are to be conceived, developed and delivered to the Buyer or its Client in the course of the execution of this Agreement or otherwise in connection with each Purchase Order, including without limitation, all drawings, plans, models, designs, specifications, reports, photographs, computer software, surveys, calculations and other data, including computer print outs, in any material form and support whatsoever, prepared, procured or provided by or on behalf of the Seller.
  10. Fees means the amount determined in accordance with the basis set forth in the applicable Purchase Order by which the Seller is compensated.
  11. Force Majeure Event means an event or circumstance beyond the control of a Party to this Agreement that hinders or delays the performance by said Party of its obligations under this Agreement and that, despite reasonable diligence and proper planning, said Party was not or is not able to avoid or overcome. For the purposes of this Agreement, a Force Majeure Event includes, but is not limited to, the acts of governments, fire, explosion, geographic change, flood, earthquake, tide, lightning, war, epidemic or any other unforeseeable, unavoidable and insurmountable event. Any shortage of credit, capital or finance shall not be regarded as an event beyond a Party’s reasonable control.
  12. General Terms and Conditions means this document entitled “General Terms and Conditions” and forming part of this Agreement.
  13. Goods means the moveable items to be supplied by the Seller, as more particularly described in the Purchase Order, and in any other document incorporated into the Purchase Order by reference.
  14. Hazardous Substance means any substance, mixture of substances, product, waste, organism, pollutant, material, chemical product, contaminant, dangerous good, component, or other material that is, or becomes, listed in, governed by or subject to a Law or regulation applicable to its use, manufacture, importation, handling, transport, storage, dumping and treatment.
  15. Law or Laws means, collectively, all valid and applicable common law, federal, provincial, municipal and other local laws, orders, rules, regulations, bylaws and regulatory body decisions, including occupational health and safety, fire, employment insurance, privacy legislation, workers’ compensation and environmental protection legislation, building codes, anti-corruption laws or international conventions, that apply now or may apply in the future, and other governmental requirements, labour practices and procedures prescribed by law and related to the Goods and Services.
  16. Party or Parties refers to either the Buyer, the Seller or both.
  17. Person means a natural person, business corporation, company, joint venture, unincorporated association, union, partnership (limited or general), limited liability partnership, trust, trustee, executor, judicial administrator or other legal representative or any other enterprise or association.
  18. Personnel means a Party’s directors, officers, employees, contractual personnel, representatives, advisors, agents, and mandatories, which definition shall also apply mutatis mutandis to a Party’s Affiliates.
  19. Purchase Order means a legal document sent from the Buyer to the Seller that authorizes the purchase of specific Goods and/or Services requested by the Buyer and/or its Client.
  20. Prime Agreement means the Buyer’s contractual agreement with its Client which relates to a specific Purchase Order whereby the Seller shall be bound by all of the terms and conditions of the Prime Agreement, as it may relate to the Seller’s performance including the Goods and Services requested of the Seller by the Buyer and/or its Client under the corresponding Purchase Order.
  21. Proposal means the service proposal submitted by the Buyer to its Client.
  22. Quotation means the solution submitted by the Seller in response to a Request for Quotation.
  23. Request for Information (RFI) means a business process in which the Buyer requests information from potential Seller(s) for the purchase of general Goods and Services.
  24. Request for Proposal (RFP) means a business process in which the Buyer requests a proposal from Seller(s) for the purchase of general Goods and Services.
  25. Request for Quotation (RFQ) means a business process in which the Buyer requests a quotation from Seller(s) for the purchase of specific Goods and Services.
  26. Seller means the Party to this Agreement supplying the Goods and/or Services.
  27. Services means the services to be provided by the Seller, as more particularly described in the Purchase Order, and in any other document incorporated into the Purchase Order by reference.
  28. Site means the location where the Goods are delivered and/or the Services are rendered.
  29. Special Terms and Conditions mean the rules, provisions, requirements, specifications, and standards for a specific project which forms an integral part of this Agreement.

 

2. ACCEPTANCE

Acceptance. Upon receipt of the Purchase Order, the Seller or its duly authorized agent shall sign and return the acknowledgement copy thereof, and such action shall constitute the Seller’s acceptance of this Agreement. Failing such signing and returning of the acknowledgement copy, the method of acceptance of the Purchase Order shall be by the Seller shipping the Goods and/or commencing performance of the Services, and upon the Seller so shipping the Goods or so commencing performance of the Services there shall be a binding contract for the purchase and sale of Goods and/or Services.

 

3. INTERPRETATION

3.1 Precedence. In the event of conflict or inconsistency between the documents forming part of this Agreement, the following shall have precedence, from first to last:

  1. the Prime Agreement; if applicable
  2. any Special Terms and Conditions;
  3. the Purchase Order and its appendices; and
  4. these General Terms and Conditions.

 3.2 Severability. If any term, covenant, or condition under this Agreement is, to any extent, held to be invalid or unenforceable, then such invalidity or unenforceability shall not affect the remaining terms, covenants, and conditions other than the terms, covenants, and conditions that were deemed invalid or unenforceable, and each remaining term, condition or covenant shall be separately valid and enforceable to the fullest extent permitted by Law.

 

4. DELIVERY AND SCOPE

4.1 Delivery. The Seller acknowledges that the Goods and Services requested by the Buyer are dependent upon the timely performance of the Seller and any stated time limits are of the essence under this Agreement.

4.2 Scope. The Seller acknowledges that it has had adequate discussion and access to information to enable it to provide the Goods and Services in accordance with the requirements of this Agreement.

 

5. OBLIGATIONS OF SELLER

5.1 Standard of Care. The Goods and Services provided by the Seller under this Agreement shall be performed in accordance with the applicable Prime Agreement and in a manner no less consistent with the degree of care, skill, and diligence normally provided by members of the same profession performing the same or comparable services in respect of projects of a similar nature under similar circumstances.

5.2 Representations and Warranties. The Seller shall:

  1. provide the Goods and Services in accordance with this Agreement and with the same responsibilities, obligations and liabilities to the Buyer as the Buyer has to its Client under the Prime Agreement;
  2. ensure that it enlists the appropriate Personnel who are experienced and competent in the services required for efficient and expeditious performance of the Services;
  3. ensure that the Goods and Services do not infringe, or constitute an infringement or misappropriation of the intellectual property rights of a third party;
  4. upon the Buyer’s written notice, promptly correct, at no additional charge, any Goods and Services that do not comply with the specifications in the corresponding Purchase Order;
  5. if applicable, represent and acknowledge to have fully informed itself of the conditions to be encountered at or affecting the Site and to have carefully investigated the Site and applied to that investigation the degree of care and skill that would normally be exercised by an experienced, skilled and prudent supplier and all other conditions that may affect the progress of the Services and declares itself satisfied;
  6. obtain and pay for all permits, licences, authorizations and approvals required by federal, provincial, municipal or other authority and satisfy any other conditions necessary for the execution of the Services as well as be responsible for all labour, materials, supplies, equipment and other incidental expenses necessary for the performance of the Services regardless of whether those costs are specified or not, unless such cost are specifically excluded;
  7. hold an authorization to enter into public contracts and subcontracts duly issued by the Autorité des Marchés Publics (“AMP”) if any Goods and Services are to be rendered in the Province of Quebec and ensure of its renewal if the authorization expires before the end of this Agreement. In addition, undertake to inform the Buyer upon receipt of a notice of revocation of its authorization, refusal by the AMP to issue such authorization or of its registration on the Registre des entreprises non admissibles aux contrats publics (“RENA”);
  8. comply in all respects with the provisions of all statutes, ordinances or Laws applicable to the Goods and Services, and indemnify, defend and hold harmless the Buyer against all penalties incurred or damages of any kind arising from the Seller’s non-compliance with any such statutes, ordinances or Laws;
  9. ensure that all Goods will be new, complete and of good material and workmanship; free from all defects, including defects in design, manufacture and workmanship; and conform to and be manufactured strictly in accordance with the specifications in the corresponding Purchase Order;
  10. be responsible for the identification, reporting, analysis, evaluation, presence, handling, removal, or disposal of Hazardous Substances at or adjacent to the Site, unless otherwise specified in this Agreement, or for the exposure of Persons, property, or the environment to Hazardous Substances at or adjacent to the Site; and
  11. comply with all applicable occupational health and safety Laws as well as with all safety precautions and programs of the Buyer.

 

6. SELLER’S DEFAULT

6.1 Default by Seller. The occurrence of any one or more events shall constitute a default (each, a “Default”). The Seller will be in Default if the Seller:

  1. fails to commence performance on the agreed commencement date or suspends the progress or otherwise fails to perform any part thereof within the scheduled delivery dates set out in the corresponding Purchase Order or as otherwise agreed to by the Parties;
  2. breaches any Laws or obligations in any material respect under this Agreement;
  3. proceeds to wind up all or most of its assets outside the normal course of its business, permanently ceases all or substantially all of its activities, becomes bankrupt or insolvent, or makes an assignment for the benefit of its creditors in general, or is unable to pay its debts as they become due, or if a receiver, liquidator, official or interim receiver is appointed with respect to its property or part of its property, or commits an act of bankruptcy;
  4. fails to promptly correct any Goods and Services rejected by the Buyer within the time period stated in a written notice to this effect; or
  5. directly or indirectly causes termination of the Agreement.

 

7. CHANGES

7.0 Changes. The Buyer shall have the right at any time during the term of this Agreement, by notice in writing, to direct the Seller to make changes in the following: (i) specifications, materials, data incorporated in this Agreement; and (ii) place and time of delivery of the Goods and Services. The Seller may not alter or vary the scope and contents of the Goods and Services unless directed by the Buyer in writing.

7.1 Compensation for Changes. If any such change causes an increase or decrease in the costs of or the time required for performance of this Agreement, an equitable adjustment, to be agreed to by the Parties in writing, shall be made in the price, delivery schedule, or both. If the Parties cannot agree to such price or time adjustment within ten (10) Business Days (or such other time as may be then agreeable by the Parties) of the Seller’s receipt of the Buyer’s request for a change, the Buyer may terminate this Agreement.

 

8. TITLE AND RISK OF LOSS

8.1 Title and Risk of Loss. Except as may be provided in the Purchase Order, title to the Goods supplied by the Seller shall pass to the Buyer upon the delivery of the Goods and acceptance thereof by the Buyer. Until then, the Seller will assume any and all risk of loss and/or damage to any Goods furnished hereunder.

 

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Intellectual Property Rights.

  1. The Buyer shall retain all property rights on all patents, trademarks, copyrights, industrial property rights or other intellectual property rights, and on the designs, products or processes developed or adapted by the Seller in the performance of the Services. All Deliverables, including, without limitation, designs, artwork, software, brochures, manuals, products, procedures, drawings, notes, documents, information, materials, discoveries, and inventions made, conceived, or developed by the Seller which result from or relate to the Services, shall be the sole property of the Buyer. By signing or performing under this Agreement, the Seller hereby unconditionally and irrevocably transfers and assigns all right, title, and interest in any intellectual property necessary for the Buyer to make use of the Services and in doing so waives its own moral rights to such assigned intellectual property and has or will obtain the same from its Personnel.
  2. At the Buyer’s reasonable request, the Seller shall provide all necessary assistance to the Buyer in its efforts to defend and protect its intellectual property rights and interests so as to ensure that the Buyer receives the full benefit of the Services. Furthermore, the Seller shall indemnify and hold harmless the Buyer against any and all Claims of every nature which may be brought or made against the Buyer or its Client as a result of or in connection with any infringement or alleged infringement of the intellectual property rights of a third party with respect to the Services and the use of the Services for their intended purpose.
  3. The Seller is not licensed or otherwise authorized to use the trademarks, trade names and logos (collectively the “Marks”) of the Buyer, except where such Marks constitute an inseparable part of any Deliverables in connection with the Services to be delivered by the Seller hereunder. The full and formal license of use of any Marks by the Seller, if any, shall be subject to separate license agreements to be entered into by and between the Parties.

 

10. INSURANCE

10.1 Insurance Coverage. The Seller represents and warrants that it now carries and shall continue to carry for the duration of the Services or the term of this Agreement, whichever is longer, and at any time when the Seller is on Site, with such insurers and under such forms or policies as are acceptable to the Buyer, insurance with at least the provisions, coverages, and limits stated below. The Seller acknowledges that if the Prime Agreement requires higher limits or additional endorsements, such higher limits and additional endorsements shall be required to be provided and evidenced by the Seller. The Seller shall carry and continuously maintain the following insurance:

  1. Workers' Compensation in accordance with statutory limits required by applicable legal requirements and Employer’s Liability Insurance covering all Claims by or in respect to the Personnel of the Seller;
  2. Commercial Automobile Liability Insurance applicable to the use of automobiles owned, non-owned and hired by the Seller, in the minimum amount of two million dollars ($2,000,000) per occurrence;
  3. Commercial General Liability Insurance with a limit of ($3,000,000) per occurrence and five million dollars ($5,000,000) in the aggregate on an ongoing basis for a period of one (1) year following substantial completion of the Services; and
  4. Professional Liability Insurance (errors and omissions) with a limit of ($3,000,000) per claim and five million dollars ($5,000,000) in the aggregate for the duration of this Agreement and for a period of three (3) years thereafter.

10.2 Notwithstanding the foregoing, it is the Seller’s responsibility to assess the risk and ensure adequate insurance is obtained and maintained in order to protect the Buyer and its Client, and any third-party incurring damages or loss as a result of the negligent acts, errors, or omissions of the Seller or of its Personnel in the performance of the Services. The Seller will use commercially reasonable efforts to notify the Buyer of any changes to its insurance coverage.

10.3 The Buyer and its Client shall be listed as additional insureds on the Commercial General Liability Insurance policy, and the same policy shall include a provision providing a waiver of insurer's right of subrogation. The foregoing requirements do not in any way limit or qualify the liabilities and obligations assumed by the Seller under this Agreement. Failure on the part of the Seller to procure or maintain the required insurance shall constitute a material breach of this Agreement upon which the Buyer may immediately stop all payments, terminate, or suspend this Agreement. Failure by the Buyer to insist upon any requirement in this Section 10 shall not relieve the Seller of its obligation to fully comply with the requirements set out herein.

10.4 Certificate of Insurance. The Seller shall provide evidence of the insurance required by Section 10.1 to the Buyer prior to commencing the Services. Such evidence of insurance shall be provided by way of a (“Certificate of Insurance”). Such Certificate of Insurance shall also note that the coverage provided by the insurance policies shall not be cancelled without thirty (30) calendar days’ prior written notice being given to the Buyer as to same. All policies of insurance shall be written by insurers adequately licensed to carry on the business of insurance in the jurisdiction where the Goods and Services are provided.

10.5 Notice of Insurance Claim. Each Party shall forthwith give to the other Party any and all information relating to events and circumstances that may result in a Claim pursuant to any insurance coverage maintained by the Seller pursuant to this Agreement.

 

11. INDEMNIFICATION AND LIABILITY

11.1 Indemnification by the Seller. The Seller agrees to indemnify and hold the Buyer, its Client and their respective principals, employees, directors, officers, and agents harmless from and against all Claims, actions, losses, expenses, costs or damages of every nature and kind whatsoever arising out of the performance or non-performance of the Seller (or anyone for whom the Seller is responsible) under or in any way related to this Agreement, and shall include without limitation, Claims which result directly or indirectly from the Seller’s:

  1. negligent, reckless, or intentional act or omission, including:
    1. damage to or loss or destruction of any property of the Buyer, its Client, or of any third party;
    2. personal injury, illness, or death to any Person; or
    3. any harm or damage to the environment.
  2. breach of any Laws of a governmental authority having jurisdiction over the Goods and Services; or
  3. Services provided, including Deliverables, and the intellectual property rights assigned or licensed to the Buyer or its Client which relates to an actual or alleged infringement of the intellectual property rights of any Person.

11.2 The maximum aggregate liability of the Seller to the Buyer under or relating to this Agreement, whether or not terminated and whether arising in contract, tort, including negligence, by statute or as matters of strict or absolute liability shall be limited to the greater of the insurance amounts received under a policy of insurance required to be maintained in accordance with the terms hereto or the aggregate maximum Fees within two (2) years of the notice of the relevant Claim.

11.3 Neither Party shall be liable in contract, tort or otherwise for any special, indirect, consequential, incidental, exemplary, or punitive damages of any nature whatsoever.

11.4 Notwithstanding the foregoing, the Seller’s limit of liability shall not apply to Claims resulting from gross negligence, intentional acts or omissions, fraud or criminal acts, or the indemnification obligations with respect to intellectual property infringement, third party Claims, material breach of Laws, or to Claims for which the Buyer is required to indemnify its Client pursuant to the Prime Agreement if such duty to indemnify is greater than that set forth herein.

 

12. INDEPENDENT CONTRACTOR

12.1 For purposes of this Agreement and all of the Goods and Services to be provided hereunder, the Seller shall be and remain throughout the term hereof, an independent contractor and not the agent or employee of the Buyer or its Client.

 

13. HEALTH AND SAFETY

13.1 Health and Safety. The Seller shall, at all times, carry out the Services in a safe and diligent manner to discover any conditions that might cause risk to any Person or property and promptly correct such conditions. The Seller is responsible for the health and safety of its Personnel and in doing so shall also maintain a safe working environment for all Persons on Site. The Seller shall adopt, supervise, and enforce reasonable and adequate safety requirements, including the Site safety rules (if any) and any safety plan or requirements which may be established by the Buyer or its Client. Prior to commencement of the Services, the Seller will: (i) furnish the Buyer with proof that the Seller’s Workers’ Compensation payments and dues have been paid up to date and provide the Buyer with a copy of all applicable health and safety training records and equipment maintenance records (if applicable), and (ii) review the Buyer’s health and safety requirements, and promptly notify the Buyer of any deficiencies, gaps or errors in such plans as they may relate to, or not properly take into account, any health and safety risks, concerns or issues with respect to the Services.

 

14. FORCE MAJEURE EVENT

14.1 If either Party is prevented from fulfilling its obligations by a Force Majeure Event, the affected Party shall immediately notify the other Party in writing. The Party affected by a Force Majeure Event shall at its own cost take all steps necessary to minimize the impact of the event on the Purchase Order schedule and resume as soon as possible delivery of the Goods and/or performance of the Services.

14.2 If a Party is prevented from performing its obligations under this Agreement for a period of more than sixty (60) consecutive calendar days, the Parties shall meet to examine the Force Majeure Event and establish new conditions for Completion of the Goods and Services, or at the option of the Buyer, terminate the applicable Purchase Order.

 

15. PAYMENT AND TAXES

15.1 Payment. The Seller shall submit its invoice on a monthly basis together with such information and supporting documentation as may be as requested by the Buyer, and the Buyer shall pay the undisputed invoices net sixty (60) calendar days of receipt. If the Buyer determines that an invoice contains amounts that, in its estimation, it does not owe to the Seller, the Buyer shall be entitled to withhold the amount of Fees in dispute.

15.2 Delay in Invoicing. The Seller may not invoice the Buyer for the Goods and Services more than a hundred and twenty (120) calendar days following the date on which the Seller’s right to invoice the Buyer arose, regardless of the invoice date. The Seller acknowledges that this Section 15.2 is intended only to address exceptional and inadvertent failures by the Seller to invoice the Buyer on a timely basis and that this Section 15.2 does not authorize the Seller to deliberately delay invoicing. The Buyer will have no obligation to pay any amount invoiced if the invoice was submitted more than a hundred and twenty (120) calendar days following the date on which the Seller’s right to invoice the Buyer arose, regardless of the invoice date.

15.3 Withholding and Set-Off Right. The Buyer shall have the right to withhold the whole or parts of any payment due to the Seller which, in the reasonable opinion of the Buyer, is necessary for protection purposes, in cases where legal proceedings and/or Claims are instituted or made against the Buyer, its Client, or the Seller due to the deliveries of the Goods and/or the execution of the Services or in the event that the Seller fails to pay its employees, consultants, subcontractors or any taxes, duties, charges, or premiums.

15.4 Sales Tax. Except as may be provided in the Purchase Order, and as applicable, the Seller shall be liable for and pay to the appropriate taxing authority all federal and provincial sales taxes and all other taxes, dues, customs duties, or other like charges, including PST and GST/HST, if any, properly payable upon and in connection with the Goods and Services.

 

16. SUSPENSION OR TERMINATION

16.1 Expiry or Termination. This Agreement shall terminate at the earlier of the following dates:

  1. the Completion date; or
  2. the termination date if the termination occurs in accordance with this Section 16.

16.2 Termination by the Buyer. In the event of a Default by the Seller under this Agreement, the Buyer shall notify the Seller in writing that the failure must be cured. If the Seller fails to cure the within seven (7) calendar days of receipt of such written notice, the Buyer may terminate this Agreement by a new notice. Upon such termination, the Buyer may, without prejudice to all its other remedies, take possession of the Goods and any Deliverables, whether completed or in progress, and have any outstanding obligations completed by a third party. The Buyer shall be entitled to damages covering all additional costs, including but not limited to, any amount in excess of those which would have been due to the Seller had performance been properly completed, as well as damages and losses incurred by the Buyer due to the termination of this Agreement. The Seller shall have no Claim against the Buyer or its Client due to such termination.

16.3 Termination for Convenience. The Buyer has the right, at its sole discretion, to terminate this Agreement in whole or part without cause at any time upon ten (10) Business Days written notice to the Seller. Upon receipt of such notice, the Seller shall immediately stop all progress of the Services unless otherwise directed by the Buyer. In case of such termination, the Buyer shall pay the Seller the portion of the Fees due to the Seller which are undisputed for the Goods and Services effectively completed up to the date of termination. The Seller shall have no further Claim for compensation due to such termination, including without limitation loss of anticipated profits.

16.4 Suspension. The Seller shall not suspend the performance or otherwise fail to maintain the timely progress of the Goods and Services. The Buyer reserves the right to suspend all or any portion of the Services upon written notice to the Seller. Immediately upon receipt of such notice, the Seller shall suspend delivery of the Goods and performance of the Services as directed by the Buyer until such time as the Buyer issues written direction to resume. In case of suspension, payment for the Goods and Services shall be delayed accordingly. The Seller shall also take such additional actions as may be directed by the Buyer to protect the Goods and/or Services during the period of such suspension.

 

17. LIENS

17.1 The Seller shall at all times promptly pay for all services, materials, equipment and labour used or furnished by the Seller in the performance of the Services and shall, to the fullest extent permitted by Law, at its expense, keep the premises and property of the Buyer and its Client free and clear of any and all of the above mentioned liens and rights of lien arising out of the Goods and Services, and any materials, labour, and equipment furnished by the Seller under this Agreement. Notwithstanding the foregoing, this provision shall not operate to deprive the Seller of its statutory lien rights in the event of non-payment by the Buyer. Further and without limiting the generality of the foregoing, payment by the Buyer of all invoices shall be subject to all statutory holdback provisions in the jurisdiction where the Services are performed.

 

16. CONFIDENTIALITY

16.1 Nondisclosure. Any Confidential Information including any data, materials, records, samples, or other information disclosed by the Buyer or its Client to the Seller shall be held by the Seller in strict confidence and shall only be disclosed to the Personnel of the Seller who are actively involved in supplying the Goods and Services and only to the extent strictly necessary. The Seller shall at all times use the same care it uses to safeguard and avoid disclosure of the Confidential Information as it employs with its own similar information, and no less than reasonable care. The Seller will not at any time, directly or indirectly, disclose to third parties (including, but not limited to, any of its subcontractors, or agents of any tier) the Confidential Information or any information produced, developed, or obtained by the Seller in connection with its performance under this Agreement without the prior written consent of the Buyer. The Seller will inform its Personnel to whom the Confidential Information is disseminated of the confidential nature and cause its Personnel to abide by the terms of this Section 18. If requested by the Buyer, the Seller will require its Personnel to execute a non-disclosure agreement in a form approved by the Buyer. The Seller acknowledges that in the event of a breach of the confidentiality obligations herein, the Buyer or its Client would suffer irreparable harm for which remedies at law, including damages, would be inadequate and therefore will be entitled to seek equitable relief by injunction, in addition to any and all rights and remedies available to it at Law and in equity. The confidentiality obligations set out herein will survive the expiration or termination of this Agreement for a period of five (5) years.

 

17. PRIVACY

17.1 Privacy. The Seller will comply at all times with the requirements of any applicable privacy Laws with respect to the collection, use and disclosure of personal information in connection with the Seller’s performance of its obligations hereunder, and the Seller will obtain and ensure that it has proper consents from all Personnel engaged in the deliveries and performance of the Goods and Services. The Seller will use commercially reasonable administrative, physical, and technical safeguards that are no less rigorous than accepted industry practice to prevent and detect handling of personal information in a manner not permitted by this Agreement or applicable privacy Laws. Each Party will notify the other promptly upon receipt of any inquiry or investigation by a regulatory body where the engagement of the other Party is reasonably likely to be required. The Seller agrees to cooperate with the Buyer as needed where a regulatory body makes inquiries or commences an investigation pursuant to applicable privacy Laws in respect of any personal information handled pursuant to this Agreement. The Seller acknowledges having reviewed a copy of the Buyer’s Privacy Policy which is available at https://www.wsp.com/en-ca/legal/privacy-policy, and which shall form an integral part hereof as if recited herein at length.

 

18. BUSINESS ETHICS

18.1 Business Ethics and Anti-Bribery. The Seller shall adhere to all applicable Laws, industry standards and principle of ethics and business conduct with respect to the Goods and Services, including, without limitation, any anti-bribery legislation and any business standards or policies of the Buyer and its Client. The Seller shall release, defend, indemnify, and hold harmless the Buyer and its Client from all Claims brought against the Buyer and its Client in connection with or as a result of the Seller’s failure to comply with any anti-bribery legislation or convention, as may apply now or in the future, including, without limitation, the Canadian Corruption of Foreign Public Officials Act, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act. The Seller shall immediately report to the Buyer any breach of anti-bribery legislation by the Seller. The Seller represents that, in connection with this Agreement, neither it nor any of its Personnel, has received nor will receive, directly or indirectly, from any party, any payment or transfer that would violate the Laws of the country in which it is made or other applicable anti-corruption legislation. It is the intent of the Parties that no payments or transfers of value will be made that have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, collusion or other unlawful or improper means of obtaining business. The Seller shall execute such confirmations reflecting compliance with this paragraph and participate in compliance audits as the Buyer shall from time-to-time reasonably request, and this covenant shall survive termination of this Agreement. The Seller acknowledges having reviewed a copy of the Buyer’s Code of Conduct which is available at (https://www.wsp.com/-/media/who-we-are/global/policies/13-english/wsp-business-partner-code-of-conduct- en.pdf), and which shall form an integral part hereof as if recited herein at length.

 

19. DISPUTE RESOLUTION

19.1 Negotiations. In the event of a dispute between the Parties regarding this Agreement, the Parties shall use all reasonable efforts to resolve the dispute amicably. The Parties agree to openly disclose all relevant information and provide all relevant documents within the prescribed time periods without prejudice to the rights and remedies available to them.

19.2 Unresolved Dispute. If, after negotiations, a dispute remains unresolved, either Party may bring it before the courts or, by mutual written agreement, refer it to another dispute resolution process, including mediation or binding arbitration.

 

20. NOTICES

20.1 Notices. Notices shall be given in writing at the Party’s address indicated in the corresponding Purchase Order. Notices may be delivered in person, by courier, or by electronic mail. Any notice delivered pursuant to this Section 22 shall be deemed to have been delivered on the date of its receipt, unless such notice is received after 5:00 p.m. (local time) or on a non-Business Day, in which event the notice shall be deemed received on the next Business Day.

 

21. SURVIVAL OF PROVISIONS

21.1 Survival of Provisions. In addition to the provisions of this Agreement that, by their very nature, shall continue in full force and effect after the termination or expiry of this Agreement, the following sections shall continue in full force and effect after the termination or expiry of this Agreement: Section 5 Obligations of Seller, Section 8 Title and Risk of Loss, Section 9 Intellectual Property Rights, Section 10 Insurance, Section 11 Liability and Indemnification, Section 15 Payment and Taxes, Section 17 Liens, Section 18 Confidentiality, Section 19 Privacy, Section 20 Business Ethics, Section 21 Dispute Resolution, Section 24 Governing Laws, and Section 25 General Provisions.

 

22. GOVERNING LAWS

22.1 Governing Laws and Jurisdiction. This Agreement shall be governed by and construed in accordance with the Laws of the province in which the Goods and Services are carried out. The Parties agree, subject to Section 21 Dispute Resolution, to accept and attorn to the exclusive jurisdiction of the courts of the province in which the Goods and Services are carried out.

22.2 Venue. The Parties hereby waive any objection based on the venue or the doctrine of forum non conveniens in respect of Claims resulting from this Agreement or in any way associated with or related to the Seller’s and the Buyer’s business in respect to this Agreement or related operations, whether they exist on the date hereof or arise thereafter and whether they arise out of contractual, tort or civil liability or out of the application of any other legal system or specific law.

 

23. GENERAL PROVISIONS

23.1 Legally Binding Agreement. Prior to performing, the Parties will attempt to negotiate in good faith an agreement (the “Services Agreement”) containing terms and conditions substantially equivalent to these General Terms and Conditions. If a Services Agreement is entered into between the Buyer and the Seller, it shall constitute the sole legally binding agreement binding them with respect to the Goods and Services. If the Buyer and the Seller do not enter into a Services Agreement, then the Parties agree to be bound by these General Terms and Conditions, which, in such an event, shall be the sole legally binding agreement binding them with respect to the Goods and Services.

23.2 Record Keeping. During the term and for a period of five (5) years thereafter, the Seller shall keep complete and accurate records of, and supporting documentation for, the amounts billed to, payments made, out-of-pocket costs and expenses directly related to the Goods and Services. In any event, the Seller shall provide the Buyer, at the Buyer’s request, with paper and electronic copies of documents and information reasonably necessary to verify the Seller’s compliance with this Agreement. The Buyer and its Client shall have access to such records for audit purposes upon reasonable notice during normal business hours for the period during which the Seller is required to maintain such records.

23.3 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, which consent may not be unreasonably withheld. Notwithstanding the foregoing, the Buyer may assign this Agreement, without the Seller’s consent, to any of its Affiliates or to a third party that amalgamates with the Buyer or acquires all or substantially all of the Buyer’s assets. Subject to the foregoing, this Agreement shall be binding upon, and ensure to the benefit of, the Parties and their respective successors and, as regards the Buyer, its assigns.

23.4 Exclusivity. The Buyer may, without restriction, purchase other goods and hire other sellers to perform the same or different services for the Buyer concurrently with the term of any Purchase Order.

23.5 Publicity. The Seller shall not use the Buyer’s Marks in any news release, publication, public statement, or announcement in connection with any sale, offer for sale, advertisement or promotion of any services, product, or company (including the Seller’s), except with the written consent of the Buyer.

23.6 Entire Agreement. Subject to the provisions of Subsection 25.1 hereof and unless the Parties agree otherwise, this Agreement constitutes the entire agreement between the Parties and hereby cancels and replaces all previous agreements between the Parties in respect of the Goods and Services.

23.7 Changes. No change made to this Agreement shall be binding upon the Buyer and the Seller unless it is made in writing and executed by the authorized representatives of the Parties. 23.8 No Waiver. Any failure by any Party to demand compliance with any term, condition, or directive or to exercise any right or privilege granted to it in the event of breach or default shall not constitute a waiver of such term, condition, right or privilege.

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