4. DELIVERY, TITLE & RISK OF LOSS

6. INSPECTION, TESTING & REJECTION

All Goods/Services are subject to inspection and test by Buyer at origin and/or destination. For equipment/software/deliverables, Buyer has 30 days after delivery/installation to complete acceptance testing. Buyer may reject, return, or require correction of any non-conforming Goods/Services at Supplier’s cost, without prejudice to other remedies. Acceptance or payment does not waive latent defects or nonconformity.

7. OUTSOURCED PROCESSING & BAILMENT OF BUYER PROPERTY

Where Supplier performs value‑added processing or services on materials, components, tooling, or other property supplied by or owned by Buyer (“Buyer Property”), title to such Buyer Property shall at all times remain with Buyer. Supplier acknowledges that Buyer Property is held in bailment only. Supplier shall exercise a duty of care consistent with a prudent and competent professional and shall safeguard Buyer Property from loss, damage, deterioration, or unauthorized use. Supplier shall not commingle Buyer Property with other materials without Buyer’s written consent. Supplier shall inspect Buyer Property upon receipt and promptly notify Buyer in writing of any visible damage, discrepancies, or shortages. Supplier shall also promptly report any damage, loss, theft, or missing items occurring while Buyer Property is in Supplier’s custody or control. No repair, rework, substitution, scrap, or disposition of Buyer Property shall occur without Buyer’s written authorization.

8. WARRANTIES

Supplier warrants that Goods/Services: (a) conform to specifications and are new (not refurbished, unless expressly agreed); (b) are free from defects in design, materials, and workmanship; (c) are merchantable and fit for Buyer’s intended purposes; (d) comply with applicable laws and standards; and (e) do not infringe IP rights of third parties. Unless otherwise stated, the warranty period is 12 months from acceptance (or longer as provided by law or Supplier’s standard warranty). Remedies include repair, replacement, reperformance, or refund, at Buyer’s option.

9. COMPLIANCE WITH LAWS

Supplier will comply with all applicable laws, regulations, and standards, including occupational health and safety and environmental requirements. Where applicable, Safety Data Sheets and required labels/warnings must be provided prior to delivery. Export Controls & Trade Compliance (Canada): Supplier shall comply with all applicable Canadian and foreign trade, customs, and economic sanctions laws in connection with the Goods/Services and this PO, including, without limitation: the Export and Import Permits Act (EIPA) and related permit requirements; the Customs Act and customs valuation/origin/marking rules; the Special Economic Measures Act (SEMA) and Justice for Victims of Corrupt Foreign Officials Act (JVCFOA/Magnitsky) (economic sanctions); the United Nations Act (UN sanctions as implemented in Canada); and, where applicable, the Defense Production Act and Controlled Goods Program requirements. Supplier shall not export, re‑export, transfer, or otherwise provide Goods/technology/software in violation of applicable sanctions, export controls, or end‑use/end‑user restrictions and shall obtain all required permits or licenses before shipment or transfer. Upon Buyer’s request, Supplier shall provide accurate and complete trade data and documentation, including HS classification, country of origin, customs value breakdowns, import/export permits, and any required certificates (e.g., origin, free‑trade, or non‑preferential). Supplier shall promptly notify Buyer if any Goods, technology, or services are subject to export licensing, controlled under any military or dual‑use list, or destined for a restricted party, destination, or end use. Supplier shall indemnify and hold Buyer harmless from any penalties, delays, or costs arising from Supplier’s breach of this clause.

Environmental, Health, Safety & Sustainability (including Hazardous Materials): Supplier shall supply Goods/Services in compliance with all applicable environmental, health, and safety (EHS) laws and regulations. Where Goods include hazardous products or hazardous materials, Supplier shall: a) ensure full compliance with WHMIS (Workplace Hazardous Materials Information System), including providing current Safety Data Sheets (SDS) in English (and French if required) and affixing compliant labels prior to delivery; b) comply with the Transportation of Dangerous Goods Act and Regulations (TDG) for any dangerous goods, including proper classification, packaging, documentation, and use of qualified carriers; c) identify and disclose any substances requiring special handling, storage, ventilation, or personal protective equipment; d) ensure Goods are free of banned or restricted substances under applicable law and, upon request, certify compliance with relevant substance and environmental requirements (e.g., product‑specific restrictions, extended producer responsibility, or take‑back obligations); e) provide advance written notice of any hazardous waste or regulated by‑products generated during installation, service, or removal, and manage such waste at Supplier’s expense in accordance with law; f) immediately notify Buyer of any spills, releases, or EHS incidents occurring on Buyer’s premises or in transit and cooperate in investigation, remediation, and reporting; and g) use commercially reasonable efforts to minimize environmental impact, including reducing packaging, prioritizing recyclable/reusable materials, and complying with Buyer’s sustainability requirements (if provided). Supplier shall indemnify Buyer for any losses, liabilities, or costs (including reasonable legal fees and cleanup costs) arising from Supplier’s breach of this clause.

10. INTELLECTUAL PROPERTY & INFRINGEMENT

Supplier warrants that Buyer’s purchase, use, and resale of Goods/Services (except Buyer-designed items) do not infringe any patent, copyright, trademark, trade secret, or other IP. Supplier will defend, indemnify, and hold Buyer harmless from all claims and losses arising from alleged or actual infringement and will, at its expense, procure rights for Buyer, replace, or modify items to be non-infringing while maintaining required performance.

11. INDEMNIFICATION

To the fullest extent permitted by law, Supplier will indemnify, defend, and hold Buyer, its affiliates, and their directors, officers, employees, and agents harmless from all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of Supplier’s performance, including property damage, personal injury (including to Supplier’s or Buyer’s employees), breach of warranty, or failure to comply with law—except to the extent caused by Buyer’s sole negligence or wilful misconduct.

12. CONFIDENTIALITY

Supplier will keep confidential all non-public information obtained from Buyer, use it only to perform the PO, and not disclose it to third parties without Buyer’s prior written consent. This obligation survives completion or termination.

13. INSURANCE (REQUIRED)

While performing under this PO and for any period during which Supplier is on Buyer’s premises or provides on-site services, Supplier shall maintain at its expense, with reputable insurers, the following minimum coverages on an occurrence basis and provide certificates naming Buyer as an additional insured on CGL and Auto, with 30 days’ prior written notice of cancellation:
Commercial General Liability (CGL): CAD $2,000,000 per occurrence; products/completed operations, contractual liability, and cross-liability. Automobile Liability: CAD $2,000,000 per accident for owned, non-owned, and hired vehicles. Workers’ Compensation/WSIB coverage as required by Ontario law, and Employer’s Liability not less than CAD $1,000,000. Professional Liability/Errors & Omissions (if services/design/engineering/software are provided): CAD $1,000,000 per claim. Insurance is primary and non-contributory to any insurance carried by Buyer; subrogation against Buyer is waived to the extent permitted by law. Buyer may require renewal certificates upon request. (Limits align with common Canadian PO benchmarks; adjust to your risk profile.)

14. ON-SITE SERVICES; HEALTH & SAFETYL SCOPE OF WORK

On‑Site Services and Contractor Requirements: Where Services are performed on Buyer’s premises, Supplier shall perform all work strictly in accordance with the agreed scope of work, schedule, and service order. Supplier shall ensure all personnel are suitably qualified, trained, and competent to perform the Services. Supplier and its personnel shall comply with all applicable occupational health and safety laws and with Buyer’s health, safety, and site policies and procedures, as provided or posted from time to time. Where required, Supplier personnel shall hold and provide evidence of current training or certification, including but not limited to lifts, forklifts, elevated work platforms, or other regulated equipment. Supplier shall maintain the insurance coverages specified in these Terms and Conditions and shall provide proof of coverage prior to commencing on‑site work. Removed Parts; Invoicing Requirements: Unless otherwise agreed in writing, all parts, components, or materials removed from Buyer’s equipment or facilities in the course of on‑site Services shall be retained on Buyer’s premises for inspection and disposal by Buyer. Supplier invoices shall be detailed and shall reference the applicable Purchase Order or service order, clearly identifying labour hours, work performed, parts supplied, and any applicable materials or expenses. Buyer may withhold payment for incomplete, unclear, or non‑conforming documentation.

15. FORCE MAJEURE

Neither party is liable for failure or delay in performance (other than payment obligations) to the extent caused by events beyond its reasonable control and without its fault or negligence, including acts of God, flood, fire, earthquake, epidemic/pandemic, war, terrorism, civil unrest, embargoes, government orders, labour disruptions (excluding the affected party’s workforce), or carrier/utility failures. The affected party must promptly notify the other, use commercially reasonable efforts to mitigate, and resume performance as soon as practicable. Buyer may cancel affected deliveries without liability if delay lasts more than 15 days or if schedule is otherwise materially impacted.

16. PACKING, MARKING & DOCUMENTATION

Each shipment must include a packing list and be marked with PO number, part numbers, and quantities. Supplier will follow Buyer’s routing/shipping instructions; any excess freight or damage from noncompliance is Supplier’s responsibility. Invoices must reference the PO number.

17. SET-OFF

Buyer may set off any amounts owed by Supplier (under this PO or otherwise) against amounts payable to Supplier.

18. TERMINATION FOR CONVENIENCE & DEFAULT

Buyer may terminate all or part of this PO for convenience by written notice; Supplier will cease work and take reasonable steps to minimize costs. Buyer will pay reasonable, documented, non-cancellable costs for Goods/Services properly performed/procured before notice (no lost profits on work not performed). Buyer may terminate for Supplier’s breach, insolvency, or failure to make progress; in such case, Buyer may procure replacements and charge Supplier for excess costs.

19. REMEDIES; SURVIVAL

Buyer’s rights and remedies are cumulative and in addition to those available at law or equity. Warranties, confidentiality, IP, indemnities, and governing law/jurisdiction survive delivery, payment, and termination.

20. GOVERNING LAW & JURISDICTION

This PO is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law rules. The parties attorn to the exclusive jurisdiction of the Ontario courts. English language: The parties confirm that this PO and related documents are in English. (Les parties confirment leur volonté que cet ordre d’achat et tous documents connexes soient rédigés en anglais.)

Merik Canada

6640 Davand Drive

mississauga, Ontario L5T 2M3

Canada

Phone: 9056701200

web@merik.ca