Purchase Order General Terms and Conditions

All Upper Grand District School Board purchase orders are issued subject to the following terms and conditions. Additional terms, conditions and requirements may be specified in a Request for Proposal, Request for Quote, Request for Tender and the like issued by Upper Grand District School Board (hereinafter referred to as the “Board”).

1. Purchase Order Required: The Board shall not be responsible for goods and services provided to the Board without a Purchase Order issued by the Procurement Department and containing a sequential purchase order number. The purchase order shall include attached lists of materials, specifications or drawings which shall form a part of the purchase order where reference is made thereto. The Purchase Order number shall be placed on all invoices, delivery tickets, bills of lading, packages, samples and/or correspondence with the Board.
2. Title: Title to all goods and the risk of damage, loss or destruction remain with the Supplier until the Board accepts the Goods.
3. Price: All prices are F.O.B. destination and in Canadian funds, and include all duty, taxes, freight, customs clearances, packing, storage, royalty, transportation, delivery, loading and insurance costs unless otherwise agreed to in writing by the Board. The Supplier shall not execute an order at prices higher than those shown on the order without the prior written approval of the Board procurement department.
4. Customs: For shipments originated outside of Canada, Supplier is responsible for preparing Canada Customs invoices and other documents required by Canadian customs and other government agencies. Any costs incurred due to Supplier’s delay or Supplier’s failure to comply with Canadian customs or other government regulations shall be paid by the Supplier.
5. Cash Discounts: In the event that the Board is entitled to a cash discount, the period of computation will commence on the receipt of a correctly completed invoice (for goods that have been received by the Board) delivered to the Board.
6. Payments: Payment for goods or services provided pursuant to an authorized purchase order shall be made within thirty days of receipt of an invoice accompanied by all documentation required hereunder or in any other agreement with the Board. The Board does not accept C.O.D. purchases.
7. Warranties: The Board is relying on the Supplier’s skill and judgment in selecting and providing both goods and services appropriate to the Board s purpose. All goods are to be free and clear of any and all liens and encumbrances, and will conform and comply in all respects with applicable safety orders, regulations and laws of any Municipal, Provincial and Federal governments. Services will be performed in a skilful and workmanlike manner to the satisfaction of the Board. Goods and services which the Board determines are defective or not conforming to the foregoing will be returned to or removed by the Supplier at the Supplier’s expense.
8. Shipping and Packaging: Goods will be shipped F.O.B. to the destination and on the date designated by the Board. A packing slip marked with the appropriate purchase order number shall be securely and safely packed in cartons, boxes, crates or other containers affording protection to the goods against risk of damage or loss. Most Board locations do not have receiving docks. It is the Supplier’s responsibility to ensure that the delivery trucks are equipped with appropriate equipment to make a successful delivery to the inside of the school/site. A signature must be obtained from a Board employee for all deliveries.
9. Goods Lost or Damaged in Transit: Loss or damage of goods during transit is the responsibility of the Supplier. Any goods received in a damaged condition must be replaced immediately by the Supplier. The Board shall not bear any portion of the cost of such replacement.
10. Termination:

Termination by Either Party

Either party may terminate the Agreement on written notice to the other where such other party neglects or fails to perform or observe any material term or obligation of the Agreement and such failure has not been cured within 30 Days of written notice being provided.

Immediate Termination

The Board may terminate this Agreement immediately upon notice to the Supplier in the event that the Supplier:

1. 1. Becomes insolvent or unable to pay its debts as they become due;
   2. Ceases to do business as a going concern;
   3. Makes an assignment for the benefit of creditors, applies to or petitions any tribunal for the appointment of a custodian, receiver or trustee for itself of any substantial part of its assets or commences any proceeding with respect to itself under bankruptcy, reorganization, readjustment of debt, insolvency, receivership, dissolution or liquidation law or statute of any jurisdiction, or if it files any such application or petition or if such proceeding is commenced against the Supplier;
   4. Breaches its obligations under Article 24 Criminal Record Checks;
   5. Has made a material misrepresentation or has provided materially inaccurate information to the Board in respect of this Agreement; or
   6. At any time, without cause, by giving the Supplier at least 30 Days written notice.

11. Time is of the Essence of this Contract: In the event that the Supplier fails to make timely shipment of the goods or services, the Board may upon written notice to the Supplier, immediately terminate the Contract and/or claim damages arising out of or in connection with such delay in shipment.
12. Delays in Shipment: In the event of failure or delay in delivery of the goods or services due to any reason whatsoever, the Supplier shall, without prejudice to the other rights of the Board, reimburse to the Board all actual costs incurred by the Board in respect of the goods or services as a result of such failure or delay in delivery of the goods or services. Supplier shall notify the Procurement Department immediately if it cannot deliver by the date specified on the purchase order.
13. Supplier’s Representations and Warranties: The Supplier warrants: a. the quality, safety, merchantability and fitness of the goods or services for the purposes indicated, expressly or implied, by the Board; b. that the goods/services conform to the samples provided by the Supplier to the Board and all specifications and product literature supplied by the Supplier or its agents and representatives to the Board; and c. that the goods/services will be fit and sufficient for the purposes intended. If the goods/services fail to conform to the foregoing warranty, the Supplier shall, at its own expense render the Board or any party claiming through the Board all such service or assistance as the Board may reasonably request in enforcing the aforementioned warranty.
14. Workplace Hazardous Materials Information System: The Supplier must comply with the most recent Workplace Hazardous Materials Information System (WHMIS) legislation as defined under the Ontario Heath and Safety Act. A current Safety Data Sheet conforming to WHMIS legislation must be provided by Supplier with all goods shipped which are regulated by WHMIS.
15. Hot Work Permit: All Suppliers working on Board owned/operated properties that are performing “hot work” must obtain a Hot Work Permit from Plant Operations at the Upper Grand District School Board and comply with all its requirements.
16. Insurance: The Supplier shall provide evidence upon request of liability insurance as follows:
    1. general liability a minimum of $2,000,000 per occurrence;
    2. automobile liability a minimum of $2,000,000 combined single limit for Bodily Injury and Property Damage
    3. employer’s liability-minimum of $2,000,000 per accident, minimum of $2,000,000 Bodily Injury policy limit and minimum of $2,000,000 Bodily Injury per employee;
    4. The insurance policy shall name the Board as an Additional Insured for the purposes as outlined in the Agreement.
    5. WSIB in accordance with the laws of the Province of Ontario or where applicable Employers Liability insurance;

17. Occupational Health and Safety Act: The Supplier agrees to observe strictly and faithfully the provisions of the Occupational Health and Safety Act and all regulations and rules and agrees to indemnify and save the Board harmless from any breach or breaches of the Act. The Supplier agrees to assume full responsibility for the enforcement of the Act to ensure compliance therewith and further acknowledges and agrees that any such breach or breaches by itself or any of its subcontractors may result in the immediate termination of this contract.
18. Asbestos, Fire Stopping and Moulds: Materials or products containing asbestos are not acceptable to the Board and are not to be used in any facilities.

The Supplier shall ensure that employees who, due to the nature of the work performed, may come into contact with asbestos have received training that enables them to recognize asbestos and react in accordance with the Occupational Health and Safety Act (Ontario) and regulations.

Where applicable, the most recent assessment reports, known as the “Asbestos Building Materials Survey” and “Asbestos Containing Material Visual Reassessment” will be provided by the Board with the issued competitive bid document.  The report details the location and condition of all known Asbestos-Containing Materials (ACM) which may be encountered as part of this contract.  All schools have a printed hard-copy of these reports available at the Main Office. 

The surveys must be reviewed by the Contractor prior to commencing work at any Board site. In addition, the Supplier must sign and return the “Letter to Successful Contractor-Potential of Presence of Asbestos-Containing Materials in Board Facilities” document, to the Board Project Manager.

Within seven days of contract award, the Supplier will be responsible to provide a written summary to the Board Project Manager detailing the location of all proposed building penetrations, ceiling access, and the locations where fasteners will be applied to a wall or ceiling system and checked against the Board Asbestos Survey and Reassessments.

The Supplier will be required to follow Asbestos procedures (as outlined in O. Reg. 278/05) for ceiling access to areas with identified Asbestos Containing Material (ACM) or prior to drilling in locations with ACM. If required, the Board Project Manager may contact the Board’s Environmental Consultant to prepare a Scope of Work which may introduce a delay to the Supplier’s installation schedule.

If the Board Project Manager determines that a full ACM review is required, the Board Project Manager will coordinate a detailed survey and Scope of Work with the Board Environmental Consultant at the expense of the Board.

 If unplanned materials suspected of containing asbestos are encountered or disturbed during the course of Work, the Supplier must institute the following emergency measures to mitigate and control the potential for accidental exposures to asbestos or asbestos containing materials (ACM’s) within Board facilities:

1. 1. Immediately cease the Work in Progress and isolate the immediate work area by locking doors or installing barriers with appropriate signage;
   2. Do not clean up, cover, or disturb in any way suspect materials unless using Asbestos procedures (as outlined in Ontario Regulation 278/05);
   3. Notify the Project Manager at the Board office in Guelph immediately;
   4. Notify all sub-contractors and other parties involved in the execution of the Work;
   5. Await written verification and follow up instructions from the Board before resuming any activities in the affected area(s).

Fire Stopping and Smoke Seal Systems: The Supplier must:

1. 1. Install fire stopping and smoke seal material and components in accordance with ULC certification and manufacturer’s instructions;
   2. Seal holes or voids made by through penetrations, poke-through termination devices, and unpenetrated openings or joints to ensure continuity and integrity of fire separation are maintained;
   3. Install asbestos-free materials and systems capable of maintaining an effective barrier against flame, smoke and gases in compliance with requirements of CAN4-S115 and not to exceed opening sizes within fire separation and fire walls;
   4. Install (where required) service penetration assemblies: certified by ULC in accordance with CAN4-S115 and listed in ULC Guide No. 40 U19;
   5. Ensure fire-resistance rating of installed fire stopping assembly not less than the fire-resistance rating of surrounding floor and wall assembly;
   6. Install fire stopping and smoke seals at openings intended for ease of re-entry such as cables: elastomeric seal;
   7. Use only acceptable materials: Fire stop materials as manufactured by 3M fire barrier sealant with a minimum two (2) hour rating or approved alternate meeting ULC requirements.

Mould: When mould remediation is not part of the contracted Goods, or Services, or Work the Supplier will report any discovery of mould found during the course of the work to the Board’s Project Manager, contract administrator or designate, and stop any work in the area contaminated with mould until instructed otherwise in writing.

19. Indemnification: The Supplier shall indemnify and save harmless the Board, its employees, officers, trustees and agents from and against any allegations, claims, costs, damages, expenses, suits, settlements, awards or proceedings arising from injury, including death, to any person, or damage to any property, arising out of or related to the activities of Supplier, its officers, subcontractors, agents or employees under this contract.
20. Supplier’s Intellectual Property Representations and Warranties: Supplier represents and warrants that the goods/services and their use and distribution by the Board does not infringe upon the intellectual property and other rights of any person, firm or corporation. The Supplier shall indemnify and hold the Board forever harmless from a) any product liability, and b) all liability for infringement of patent, trademark, brand, design, pattern, copyright or other industrial property rights.
21. Access to School Yards: Vehicles shall not enter or be parked in Board schoolyards without prior authorization of the school principal or designate.
22. Services Performed on Board Property: The Supplier agrees to abide and be bound by all applicable rules and regulations of the Board for work done on Board property. All Suppliers/providers are required to report to the school office upon arrival to commence work. This is an important component of the Board’s policy and non-compliance may result in the cancellation of the supplier’s contract with the Board.
23. Motorized Vehicles on School Property: While on Board property, the driver of the vehicle and their assistant(s) must comply with the following:
    • 1. Prior to entering onto Board property, the vehicle, driver and any assistant(s) must have valid insurance coverage for any accidents occurring on Board property.
      2. Vehicles shall not enter or be parked in Board schoolyards without prior authorization of the school Principal or designate.
      3. No motorized vehicles may be in operation or moved on school property while students are expected to enter or exit the school building and are visible outside the school building on school property or adjacent property, including morning and afternoon recess, preceding the commencement of school, during the lunch period and preceding and following the end of the school day unless directed by or with the permission of the Principal.
      4. Drivers shall not operate their vehicles beyond the parking areas.
      5. It is recommended that the vehicle be locked when left unsupervised.
      6. Vehicles must not be driven at a speed in excess of 8 kilometres per hour and shall be operated with due caution at all times.
      7. No vehicle shall be backed up unless there is a person on foot available to guide the driver.
      8. No vehicle shall be left running while parked on UGDBS property.
      9. The Board will not be responsible for any theft of, or any theft from, vehicles operated by the Supplier.
      10. When returning to an unattended vehicle and before it is driven, the driver must circle the vehicle to ensure that no child is hiding behind or under the vehicle.
      11. Any accidents, no matter how minor, must be reported immediately to the school Principal.
24. Criminal Record Checks:

The Supplier covenants and agrees that it will not engage any employee or other person to perform services for the Supplier who may come into direct contact with students on a regular basis, or who may have access to student information to provide services hereunder, where such employee or other person has been charged with or convicted of an offence the nature of which may be construed as jeopardizing the safety and well-being of the students of the Board. For the purposes of this Agreement, the Board shall determine in its sole and unfettered discretion whether an employee of the Supplier or such other person may come into direct contact with students on a regular basis or have access to student information and whether or not any such offence is of a nature which may be construed as jeopardizing the safety and well-being of students.

The Supplier covenants and agrees to retain on file at its head office a criminal record check covering convictions, charges and occurrences under the Criminal Code, the Controlled Drugs and Substances Act, and any other convictions, charges and occurrences which would be revealed by the long version Vulnerable Persons search of the automated Criminal Records Retrieval System maintained by the Royal Canadian Mounted Police (“RCMP”) (“Criminal Record Check”), together with an Offence Declaration in a Board approved form for every employee of the Supplier or other person who will perform services for the Supplier who may come into direct contact with students on a regular basis or who may have access to student information, prior to the occurrence of such possible direct contact or prior to having access to student information and on or before September 1st each year thereafter with respect to Offence Declarations.

The Supplier agrees to indemnify and save harmless the Board from all claims, liabilities, expenses and penalties to which it may be subjected on account of: the Supplier engaging an employee or other person to perform services in contravention of this paragraph 24; or the Supplier’s failure to retain a Criminal Record Check or an Offence Declaration on file, as aforesaid. This indemnity shall survive the expiration or sooner termination of this Agreement. In addition to and notwithstanding anything else herein contained, if the Supplier engages an employee or other person to perform services in contravention of this paragraph 24, or fails to retain a Criminal Record Check and an Offence Declaration for any employee of the Supplier or other person who performs services for the Supplier who may come into direct contact with students on a regular basis, or who may otherwise have access to student information prior to the occurrence of such possible direct contact, or prior to having access to student information and on or before September 1st each year thereafter with respect to Offence Declarations, then the Board will have the right to immediately terminate this Agreement without prejudice to any other rights which it may have in this Agreement, at law or in equity.

The Board shall be entitled, on forty-eight (48) hours prior written notice to attend at the head office of the Supplier for the purposes of reviewing the Criminal Record Checks and Offence Declarations.

In the event that either the Criminal Record Check or an Offence Declaration reveals a charge or a criminal conviction which is not acceptable to the Board in the circumstances and in its sole and unfettered discretion, then the Board will have the right to request that the Supplier prohibit the employee of the Supplier or other person who performs services for the Supplier from providing services to the Board hereunder. Upon such request, the Supplier will forthwith effect such removal, without prejudice to any other rights which the Board may have in this Agreement, at law or in equity.

The cost of obtaining the required documentation will be paid directly by the Supplier.

25. Proprietary Information: Supplier shall keep confidential all information, drawings, specifications, data, intellectual property, or knowledge furnished by the Board or prepared by the Supplier specifically in connection with this purchase order.
26. CSA/ULC: All applicable material, equipment, goods supplied to the Board must meet all of the current standards of the Electrical Safety Authority of which CSA and ULC are examples. Appropriate labels must be affixed to the equipment and must have a sticker from an ESA recognized certification. All equipment requiring approval (Ontario Hydro One, C.S.A., ULC, etc.) shall be completely assembled and shall bear a label showing approval of assembly prior to delivery. The Board shall not accept any equipment that has not been inspected and approved. If not so approved, the Board reserves the right to invoice the Supplier for the cost of certification/replacement.
27. Accessibility for Ontarians with Disabilities Act: The Board is committed to the highest possible standards for accessibility. Supplier(s) must be capable to recommend and deliver, as appropriate for each Deliverable, accessible and inclusive Services consistent with the Ontario Human Rights Code (OHRC), the Ontarians with Disabilities Act, 2001 (ODA) and Accessibility for Ontarians with Disabilities Act, 2005 (AODA) and its regulations in order to achieve accessibility for Ontarians with disabilities.

In accordance with Ontario Regulation 429-07 made under the Accessibility for Ontarians with Disabilities Act, 2005 (Accessibility Standards for Customer Service), the Board has established policies, practices and procedures governing the provision of its services to persons with disabilities. These policies, practices and procedures are available for review at www.ugdsb.on.ca/accessibility.

Suppliers are required to comply with the Board’s accessibility standards, policies, practices, as same may be in effect during the terms of the Agreement and apply to the goods and services to be provided by the Supplier. The Supplier must ensure that its employees have completed the requisite training identified by the Ministry responsible for the AODA prior to providing the Services hereunder.  The Supplier is to ensure that training records are maintained, including dates when training is provided, the number of employees who received training and individual training records.  The Supplier is to ensure that this information is available to the Board during the Term of this Agreement.

28. Equity Alignment: The UGDSB is committed to ensuring that each staff and student in our care is treated with safety, security and has equitable access to all experiences. All excursions must ensure that our students’ safety is prioritized. No student shall encounter barriers to access/experiences based on any of the fourteen protected grounds of the Ontario Human Rights Code. For example, all excursions are required to have access to ‘for use by all’ washrooms, no student/staff member should be barred entry or made to feel ‘less than’ due to their religious attire, and excursions should provide accommodations to ensure accessibility for all. For more information on the UGDSB’s equity policies please visit https://www.ugdsb.ca/schools/safe-equitable-and-inclusive-schools/equity-and-inclusive-education/
29. Changes: The Board reserves the right at any time to make changes in the specifications, amount, type, and descriptions to which the product and/or service is to conform, in the methods of shipment and packaging, or in the time or place of delivery. No change by Supplier is allowed without prior written approval of the Board.
30. Limitation on Assignment: The Supplier shall not assign, sell, transfer or subcontract rights, or delegate responsibilities under this contract, in whole or in part, without the prior written approval of the Board. No such written approval shall relieve Supplier of any obligations under this contract, and the Supplier shall remain liable as if no such assignment, transfer or subcontract had occurred.
31. Privacy: Pursuant to the Municipal Freedom of Information and Protection of Privacy Act, we agree to uphold the confidentiality and protection of the student’s personal information (school, student’s name, class/grade, student’s health information) received from the Board and contained in this Purchase Order. It is understood that we will not use or retain any of the said information for any reason other than to supply the items ordered in this purchase order.  It is further understood that the information will not be shared, transferred or sold to any other person or organization for commercial or personal gain.  We agree to shred and/or destroy the said information when it is no longer required for the consistent purpose that it was collected.
32. Compliance with Laws: The Supplier under the Contract/Purchase Order must duly comply in all material respects with any and all applicable statutes, laws, regulations, ordinances, requirements, orders, by-laws, codes, directives, licences, permits and restrictions imposed by any government or authority of competent jurisdiction relative to the provision of Goods and/or the provision of Services here under.
33. General Contractual Terms: This Contract constitutes the entire agreement between the parties hereto with respect to the goods or services covered and supersedes all prior communications or agreements with regard to the subject matter hereof, except any public procurement documents issued by the Board in connection with the goods or services. This Contract may not be modified or terminated nor may any right be waived except with prior written approval of the Board. This purchase order and the contract resulting therefrom shall be governed by and construed in accordance with the laws of the Province of Ontario.

Updated September 2022