These Terms and Conditions of Purchase (the “Conditions”) apply to every purchase order issued by Lakeside Process Controls Ltd. (the “Purchaser”).
 
General

For the purposes of these Conditions:

• “Purchaser” means Lakeside Process Controls Ltd. (“Lakeside”);
• “Vendor” means the party supplying Goods and/or Services to the Purchaser and includes any reference to seller, supplier, contractor, or subcontractor;
• “Purchase Order” or “Order” means the document issued by the Purchaser, together with all documents incorporated by reference, including these Conditions, specifications, drawings, schedules, and any written amendments issued by the Purchaser’s authorized representative;
• “Goods” means all products, materials, equipment, or parts to be supplied under the Order;
• “Services” means all services to be performed by the Vendor under the Order;
• “Software” means executable computer programs, and “Firmware” means embedded or source code, in each case as specified in the Order;
• “Conditions” means these Terms and Conditions of Purchase, which form the entire agreement between the parties.

 
The Purchaser’s acceptance of any quotation or issuance of any Order is expressly conditional upon the Vendor’s acceptance of these Conditions. These Conditions shall prevail over any terms and conditions of the Vendor, whether contained in any quotation, acknowledgment, invoice, or other document, and any such Vendor terms are hereby rejected and shall have no force or effect unless expressly agreed to in writing by the Purchaser. No modification, amendment, or waiver of these Conditions shall be binding unless made in writing and signed by the Purchaser’s authorized representative. The Vendor shall be deemed to have accepted these Conditions upon the earlier of: (i) written acknowledgment of the Order; (ii) commencement of performance; or (iii) shipment of any Goods.
 

1. Delivery of Goods and/or Services

1.1 Delivery Terms
The Vendor shall supply the Goods and/or perform the Services in strict accordance with the Order and these Conditions. Unless otherwise specified in the Order, delivery shall be FCA (Incoterms® 2020) Vendor’s facility to the delivery location specified in the Order (the “Delivery Point”), which may include the Purchaser’s premises or the Purchaser’s customer site.
1.2 Costs and Responsibilities
Unless otherwise expressly agreed in writing:

• The Vendor shall be responsible, at its sole cost and expense, for all packaging, handling, loading, shipping documentation, and delivery of Goods to the Delivery Point;
• No additional charges, including for freight, insurance, duties, storage, demurrage, handling, packaging, or similar costs, shall be payable by the Purchaser unless expressly stated in the Order;
• The Vendor shall be liable for any loss, damage, or cost arising from its failure to comply with delivery instructions or requirements.

1.3 Delivery Schedule

Time is of the essence. The Vendor shall deliver the Goods and perform the Services by the delivery date(s) specified in the Order (the “Delivery Date”). The Vendor shall promptly notify the Purchaser in writing of any actual or anticipated delay, including the reasons and proposed corrective actions. The Purchaser may, at any time prior to delivery and upon reasonable notice:

• cancel or suspend the Order, in whole or in part, for convenience; or
• amend delivery schedules, quantities, or specifications.

Any such changes shall be addressed in accordance with agreed change procedures or, failing agreement, as reasonably determined by the Purchaser.


1.4 Title and Risk of Loss

Title to and risk of loss or damage to the Goods shall pass to the Purchaser upon delivery and acceptance of the Goods at the Delivery Point, unless otherwise expressly agreed in writing.
The Purchaser shall have no obligation to insure Goods while in transit.


1.5 Import and Customs Compliance

For Goods supplied from outside Canada, the Vendor shall:

• comply with all applicable import and export laws and regulations, including those administered by the Canada Border Services Agency (CBSA);
• provide complete and accurate shipping and customs documentation; and
• cooperate fully with the Purchaser and its designated customs broker.

The Vendor shall be liable for any costs, penalties, delays, or damages arising from non-compliance with such requirements.
 

2. Price and Payment Terms

2.1 Price
The prices for the Goods and/or Services (the “Price”) shall be as set out in the applicable Purchase Order and shall be firm and fixed. No increase in the Price, or additional charges of any kind, shall be permitted unless expressly authorized by a written amendment to the Purchase Order signed by the Purchaser’s authorized representative.

2.2 Invoicing and Payment
Subject to the Purchaser’s approval of a properly submitted invoice, the Purchaser shall pay undisputed amounts within sixty (60) days from the date of invoice, unless otherwise expressly agreed in writing.
All payments are subject to applicable withholding requirements and any agreed adjustments arising from authorized change orders.

2.3 Progress Payments and Holdback
Where progress payments apply, the Purchaser may retain a holdback from each payment. Unless otherwise specified in the Purchase Order, the holdback amount shall be released sixty (60) days following completion of the applicable project, subject to satisfactory performance by the Vendor and fulfillment of all contractual obligations.

2.4 Disputed Amounts
The Purchaser may withhold payment of any amounts disputed in good faith until such dispute is resolved. Such withholding shall not constitute a breach of the Contract, and no interest or financing charges shall accrue on disputed amounts.

2.5 Excess Quantities
Goods delivered in excess of the quantities specified in the Purchase Order may, at the Purchaser’s option, be rejected and returned to the Vendor at the Vendor’s sole cost and risk.

2.6 No Minimum Commitment
Nothing in the Purchase Order or these Conditions shall obligate the Purchaser to purchase any minimum quantity of Goods or Services.

2.7 Delivery Deferral
The Purchaser reserves the right, upon written notice, to require the Vendor to delay shipment of Goods or performance of Services for a reasonable period. Unless otherwise agreed in writing, no additional charges, including storage or delay charges, shall be payable by the Purchaser as a result of such delay.

2.8 Set-Off
The Purchaser may, at any time and without notice, set off any amounts owing by the Vendor to the Purchaser against any amounts payable by the Purchaser to the Vendor, whether arising under the Purchase Order or otherwise.
 

3. Changes

3.1 Right to Request Changes
The Purchaser may, at any time and from time to time, by written notice to the Vendor, request changes to the Goods and/or Services, including by way of additions, deletions, substitutions, modifications, or acceleration of delivery (collectively, “Change Requests”).

3.2 Written Authorization Requirement
No Change Request shall be binding or effective unless and until it is formalized by a written change order (a “Change Order”) issued by the Purchaser’s authorized representative.
The Vendor shall not act upon any instruction, direction, or request that is not expressly issued or confirmed in writing by the Purchaser. If the Vendor receives any oral or unauthorized instruction, it shall promptly request written confirmation from the Purchaser before proceeding.

3.3 Vendor Notice of Impact
If the Vendor considers that a Change Request will affect the Price and/or Delivery Date, the Vendor shall provide written notice to the Purchaser within ten (10) days of receipt of such Change Request, and in any event prior to commencing implementation of the Change Request. Such notice shall include reasonable supporting details of the proposed adjustment.

3.4 Waiver of Claims
Failure by the Vendor to provide timely written notice in accordance with Section 3.3, or commencement of performance of any Change Request without prior written authorization, shall constitute an irrevocable waiver by the Vendor of any right to claim an adjustment to the Price or Delivery Date arising from such Change Request.

3.5 Order Amendments
The Purchase Order may only be amended, modified, or supplemented by a written Change Order issued by the Purchaser. Any purported oral modification or amendment shall be of no force or effect.
 

4. Termination

4.1 Termination for Convenience
The Purchaser may, at any time and for any reason, terminate the Purchase Order, in whole or in part, upon written notice to the Vendor specifying the effective date of termination. Such termination shall be without penalty or liability to the Purchaser, except as expressly set out in Section 4.4.

4.2 Termination for Default
The Purchaser may terminate the Purchase Order immediately upon written notice to the Vendor in the event of an Event of Default.
For the purposes of this Purchase Order, an “Event of Default” includes:
(a) any breach of the terms of the Purchase Order;
(b) failure to supply the Goods or perform the Services in accordance with the requirements of the Purchase Order;
(c) failure to make reasonable progress such that timely delivery or completion is endangered;
(d) failure to cure any such breach or deficiency within the period specified in written notice from the Purchaser;
(e) the Vendor ceases, or threatens to cease, carrying on business, or, in the Purchaser’s reasonable opinion, is unable to continue to do so;
(f) the institution of any bankruptcy, insolvency, receivership, or similar proceedings by or against the Vendor; or
(g) subcontracting, assignment, or transfer of the Purchase Order, in whole or in part, without the prior written consent of the Purchaser.

4.3 Effect of Termination
Upon termination for any reason:
(a) Vendor shall immediately cease all work, except as directed by the Purchaser;
(b) Vendor shall take all reasonable steps to mitigate costs and protect the Goods and Services in progress; and
(c) title (where applicable), work in progress, and deliverables shall be preserved and made available to the Purchaser upon request.

4.4 Payment Upon Termination

• Termination for Default:
  The Vendor shall promptly refund to the Purchaser all amounts paid by the Purchaser, including deposits, except for the purchase price of conforming Goods and/or Services properly delivered and accepted prior to termination. The Purchaser shall have no further liability to the Vendor.

Termination for Convenience:

• The Vendor shall be entitled, as its sole remedy, to payment for: (i) conforming Goods delivered and accepted;
  (ii) Services properly performed to the date of termination; and
  (iii) reasonable, properly documented, and non-cancellable costs directly incurred as a result of the termination, excluding loss of profit, overhead, or anticipated margin on unperformed work.

4.5 Purchaser’s Rights and Adjustments
The Purchaser may make such equitable adjustments to the Price, Delivery Date, or other terms as it reasonably determines to reflect the Vendor’s performance and circumstances, including any continuing obligations of the Vendor with respect to warranty, correction of defects, or completion of Services.

4.6 Survival
Termination of the Purchase Order shall not affect any rights or obligations that have accrued prior to termination, nor any provisions which by their nature are intended to survive, including warranty, indemnity, and limitation of liability provisions.
 

5. Warranty

5.1 Goods Warranty
The Vendor represents and warrants that all Goods and other deliverables supplied under the Purchase Order (collectively, the “Deliverables”) shall, for a period of two (2) years from the date of acceptance by the Purchaser (the “Warranty Period”):
(a) be of merchantable quality and free from defects in design, material, and workmanship;
(b) be fit for their intended purpose and any purpose made known to the Vendor;
(c) be new, unless otherwise expressly agreed in writing by the Purchaser;
(d) strictly conform to all specifications, drawings, samples, and requirements set out in the Purchase Order;
(e) be free and clear of all liens, claims, encumbrances, or other defects in title;
(f) conform to any samples or representations provided to the Purchaser; and
(g) comply with all applicable laws, regulations, codes, and industry standards.
The foregoing warranties shall survive inspection, testing, acceptance, and payment by the Purchaser.
If any Deliverable fails to comply with the foregoing warranties during the Warranty Period, the Purchaser may, at its option and by written notice, require the Vendor, at the Vendor’s sole cost and expense, to promptly repair, replace, or re-perform the non-conforming Deliverable, or refund the applicable portion of the purchase price. All costs in connection with or as a result of such defective or nonconforming Deliverables, including, without limitation, cost to transport the Goods from Purchaser to Vendor and return shipment to Purchaser, will be borne by Vendor. Any repaired, replaced, or corrected Deliverable shall be subject to a new one (1) year warranty period commencing upon completion of such remedy. If the Vendor fails or refuses to promptly remedy any non-conformity, the Purchaser may, without prejudice to any other rights or remedies, perform or procure such repair, replacement, or correction at the Vendor’s sole cost and expense.

5.2 Services Warranty
The Vendor warrants that all Services shall be performed:
(a) in a professional and workmanlike manner, consistent with the highest standards of skill, care, diligence, and judgment expected of qualified and experienced providers of similar services;
(b) in strict accordance with the Purchase Order, specifications, and all applicable Purchaser policies, standards, and codes of conduct; and
(c) by personnel who are properly trained, qualified, and competent to perform the Services.
Vendor warrants that (i) it and all subcontractors (as permitted) hired by Vendor will perform all Services in a professional and workmanlike manner. The Purchaser may, at its reasonable discretion, require the removal of any Vendor personnel who are, in the Purchaser’s opinion, unqualified, unsafe, negligent, or otherwise unsuitable, and the Vendor shall promptly replace such personnel at no additional cost to the Purchaser. Such personnel shall not be re-assigned to the Services without the Purchaser’s prior written consent.
(d) The Vendor represents and warrants that all Services performed for Purchaser or Purchaser’s customers referenced under the Purchase Order for a period of one (1) year from the date of acceptance of Services work by the Purchaser (the “Warranty Period”).
(e) Any repaired, replaced, or corrected Deliverable shall be subject to a new one (1) year warranty period commencing upon completion of such remedy at no additional cost to the Purchaser.
5.3 Intellectual Property Warranty
The Vendor represents and warrants that the Goods, Services, and all Deliverables do not and will not infringe, misappropriate, or otherwise violate any intellectual property rights or other proprietary rights of any third party.

5.4 Manufacturer Warranties
To the fullest extent assignable, the Vendor shall assign to the Purchaser all warranties provided by original manufacturers or third-party suppliers in respect of any Goods not manufactured by or for the Vendor. The Vendor shall take all actions and incur all reasonable costs necessary to effect and maintain such assignment for the benefit of the Purchaser.
 

6. Warranty Remedies
In the event of any breach of the warranties set out in this Purchase Order, and without prejudice to any other rights or remedies available to the Purchaser at law, in equity, or under this Agreement (including indemnification rights), the Vendor shall, at the Purchaser’s sole option and at the Vendor’s sole cost and expense, promptly:
(a) repair or replace the non-conforming Goods;
(b) re-perform the non-conforming Services; or
(c) refund the purchase price attributable to the non-conforming Goods and/or Services.
The Vendor shall fully implement the selected remedy within ten (10) days of receipt of written notice from the Purchaser, or within such shorter period as may be commercially reasonable in the circumstances.
All costs associated with any warranty remedy shall be borne solely by the Vendor, including, without limitation:

• costs of inspection, testing, and verification;
• removal, dismantling, and reinstallation costs;
• transportation and logistics costs (including return and reshipment); and
• any costs, expenses, or losses arising from supply chain disruption or operational impact caused by the non-conformity.

Any repaired, replaced, or re-performed Goods and/or Services shall be subject to a new warranty period equivalent to the original Warranty Period, commencing upon the Purchaser’s acceptance of such remedied Goods and/or Services. If the Vendor fails or refuses to promptly implement the required remedy within the prescribed timeframe, the Purchaser may, without further notice and without limitation to any other rights or remedies, repair, replace, or procure replacement Goods and/or Services from a third party, and the Vendor shall be liable for all resulting costs and expenses. The foregoing warranty remedies shall apply notwithstanding the discovery of any latent defects after expiry of the Warranty Period, provided that such defects could not reasonably have been identified during the applicable Warranty Period.

 
7. Intellectual Property Rights

7.1 Ownership of Deliverables
All right, title, and interest, including all Intellectual Property Rights, in and to all Goods, Services, and deliverables created, developed, or supplied by the Vendor under this Purchase Order (collectively, the “Deliverables”) shall vest in the Purchaser upon payment for such Deliverables, free and clear of all liens, claims, and encumbrances.

7.2 License to Vendor Intellectual Property
To the extent that any Deliverables incorporate or are based upon any pre-existing Intellectual Property Rights of the Vendor, the Vendor hereby grants to the Purchaser a worldwide, royalty-free, perpetual, irrevocable, transferable, and non-exclusive license to use, reproduce, modify, adapt, distribute, and exploit such Intellectual Property Rights as part of, or in connection with, the Deliverables.

7.3 Further Assurances
The Vendor shall, at its own cost and expense, execute and deliver all documents and take all actions reasonably requested by the Purchaser to give effect to this Section, including obtaining assignments of rights and waivers of moral rights from its personnel and subcontractors, to ensure that full ownership or licensed rights (as applicable) vest in the Purchaser and its successors and assigns.

7.4 Non-Infringement Warranty
The Vendor represents and warrants that the Goods, Services, and Deliverables, and the Purchaser’s use thereof, do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights or other proprietary rights of any third party.

7.5 Infringement Remedies
If any Goods or Deliverables become, or in the Purchaser’s reasonable opinion are likely to become, the subject of an infringement claim, the Vendor shall, at its sole cost and expense and without prejudice to any other right or remedy of the Purchaser:
(a) obtain for the Purchaser the right to continue using the affected Goods or Deliverables;
(b) replace them with non-infringing alternatives acceptable to the Purchaser; or
(c) modify them so that they become non-infringing, without reducing functionality or performance.

7.6 Indemnity
The Vendor shall defend, indemnify, and hold harmless the Purchaser and its affiliates, directors, officers, employees, and customers from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including legal fees on a full indemnity basis) arising out of or relating to any actual or alleged infringement or violation of Intellectual Property Rights in connection with the Goods, Services, or Deliverables.
 

8. Confidentiality

8.1 Confidential Information
The Vendor shall keep strictly confidential and shall safeguard all non-public, proprietary, or confidential information of the Purchaser (the “Confidential Information”) obtained or received in connection with this Purchase Order, whether in written, oral, electronic, or other form.
The Vendor shall:
(a) use Confidential Information solely for the purpose of performing its obligations under this Purchase Order;
(b) not disclose such Confidential Information to any third party without the Purchaser’s prior written consent, except to its personnel or approved subcontractors who have a need to know and are bound by equivalent confidentiality obligations; and
(c) take all reasonable measures to protect the Confidential Information from unauthorized access, use, or disclosure.

8.2 Exceptions
The foregoing obligations shall not apply to Confidential Information that the Vendor can demonstrate:
(a) is or becomes publicly available other than as a result of a breach of this Section;
(b) was lawfully in the Vendor’s possession prior to disclosure by the Purchaser;
(c) is lawfully obtained from a third party without restriction;
(d) is independently developed without reference to the Purchaser’s Confidential Information; or
(e) is required to be disclosed pursuant to applicable law, regulation, or a valid order of a court or governmental authority, provided that the Vendor gives prompt written notice to the Purchaser (where legally permitted) to allow the Purchaser to seek protective measures.

8.3 Ownership and Return
All Confidential Information shall remain the exclusive property of the Purchaser. Upon request or upon termination of the Purchase Order, the Vendor shall promptly return or securely destroy all Confidential Information in its possession or control and certify such return or destruction upon request.

8.4 Survival
The obligations set out in this Section shall survive termination or expiration of the Purchase Order for a period of five (5) years, or for so long as such information remains confidential, whichever is longer.
 

9. Compliance with Laws

9.1 General Compliance
The Vendor shall comply with all applicable laws, statutes, regulations, codes, standards, and ordinances of any competent jurisdiction, including without limitation, all applicable federal and provincial laws of Canada and the Province of Ontario, in connection with the performance of this Purchase Order.

9.2 Specific Regulatory Compliance
Without limiting the generality of the foregoing, the Vendor shall comply, where applicable, with:

• Canadian Environmental Protection Act (CEPA);
• Occupational Health and Safety Act (Ontario) and applicable workplace safety legislation;
• Workplace Safety and Insurance Act (Ontario);
• Export and Import Permits Act (Canada) and applicable export control laws;
• Controlled Goods Regulations (Canada), where applicable;
• Canadian economic sanctions laws and trade control regulations; and
• all applicable industry standards, technical codes, quality assurance, and quality management system requirements specified in the Purchase Order.

9.3 Anti-Corruption and Trade Compliance
The Vendor shall comply with all applicable anti-corruption and anti-bribery laws, including the Corruption of Foreign Public Officials Act (Canada), and shall not engage in any conduct that would cause the Purchaser to be in violation of applicable sanctions, export control, or trade compliance laws.

9.4 Customs and Origin Documentation
The Vendor shall be solely responsible for the accuracy, completeness, and compliance of all certificates of origin, declarations, affidavits, and other customs or import/export documentation provided to the Purchaser. The Vendor shall indemnify the Purchaser from any losses, penalties, duties, or liabilities arising from any inaccuracies, omissions, or non-compliance in such documentation.
 

10. Title
The Vendor represents and warrants that good and marketable title to all Goods, materials, equipment, and deliverables supplied under this Purchase Order shall pass to the Purchaser free and clear of all liens, claims, security interests, encumbrances, or other defects in title. Such title shall pass at the time specified in this Purchase Order (or, if not specified, upon delivery and acceptance), and the Vendor shall take all actions necessary to ensure that the Purchaser obtains full and unencumbered ownership of the Goods.
 

11. Insurance

11.1 Insurance Requirements
Where the Vendor performs Services at the Purchaser’s premises or the premises of the Purchaser’s customer, the Vendor shall, at its sole cost and expense, procure and maintain, (where permitted shall require its subcontractors) insurance coverage in form and substance satisfactory to the Purchaser.
Such insurance shall remain in full force and effect throughout the term of the Purchase Order and shall include, at a minimum:
(a) Workers’ Compensation Insurance in accordance with all applicable statutory requirements;
(b) Commercial General Liability Insurance, including coverage for bodily injury, personal injury, and property damage, with limits of not less than CAD $2,000,000 per occurrence;
(c) Automobile Liability Insurance (Owned Vehicles) covering all owned or leased vehicles used in connection with the performance of the Work, with limits of not less than CAD $2,000,000 per occurrence for bodily injury and property damage; and
(d) Non-Owned Automobile Liability Insurance, with limits of not less than CAD $2,000,000 per occurrence.
(e) Product and Professional Liability, Cyber and Environmental Insurance (if applicable to Deliverables and specified on Purchase Order), with limits of not less than CAD $3,000,000 per occurrence and CAD $5,000,000 general aggregate.
 
11.2 Additional Requirements
Where required by the Purchaser or its customer, the Vendor shall obtain such additional coverage or higher limits as may be specified in the Purchase Order.

11.3 Certificates of Insurance
The Vendor shall, upon request, provide the Purchaser with certificates of insurance or other satisfactory evidence confirming compliance with this Section.

11.4 Additional Insured / Primary Coverage
Where requested by the Purchaser:

• the Purchaser shall be named as additional insureds under the Vendor’s liability policies;
• such insurance shall be primary and non-contributory with respect to any insurance maintained by the Purchaser; and
• Vendor’s insurers shall provide a waiver of subrogation in favour of the Purchaser.

11.5 No Limitation of Liability
The Vendor’s insurance obligations under this Section shall not limit or restrict the Vendor’s liability under this Purchase Order.

 
12. Indemnification
The Vendor shall defend, indemnify, and hold harmless the Purchaser, its affiliates, and their respective directors, officers, employees, agents, consultants, and customers (collectively, the “Purchaser Indemnified Parties”) from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, fines, penalties, costs, and expenses (including legal fees on a full indemnity basis) arising out of or in connection with:
(a) any death, bodily injury, or damage to or loss of real or tangible personal property caused by or resulting from the Goods, Services, or Deliverables, including any actual or alleged defect or failure to comply with warranties;
(b) any actual or alleged infringement, misappropriation, or violation of any Intellectual Property Rights or other proprietary rights of any third party in connection with the Goods, Services, or Deliverables;
(c) any negligent act, omission, wilful misconduct, or breach of duty by the Vendor or its affiliates, employees, agents, or subcontractors;
(d) any breach by the Vendor of its obligations, representations, or warranties under this Purchase Order; or
(e) any liens, claims, or encumbrances asserted in connection with the Goods, Services, or Deliverables.
The Vendor’s obligations under this Section apply regardless of the legal theory of liability, whether in contract, tort (including negligence), strict liability, statute, or otherwise, except to the extent that a claim arises directly from the gross negligence or wilful misconduct of the Purchaser, in which case the Vendor’s indemnity shall be reduced proportionately.

12.1 Defense of Claims
Upon written notice from the Purchaser, the Vendor shall promptly assume the defense of any claim subject to indemnification, using counsel acceptable to the Purchaser. The Purchaser shall have the right to participate in such defense at its own expense. The Vendor shall not settle any claim affecting the Purchaser Indemnified Parties without the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed.

12.2 Additional Rights
The indemnity obligations set out in this Section shall be in addition to, and not in limitation of, any other rights or remedies available to the Purchaser at law, in equity, or under this Purchase Order.
 

13. Limitation of Liability

13.1 Exclusion of Certain Damages
Except as expressly set out in this Section, neither party shall be liable to the other, or to any third party, for any indirect, incidental, special, consequential, or punitive damages, including without limitation loss of profits, loss of revenue, loss of data, loss of goodwill, or loss of business opportunity, whether arising in contract, tort (including negligence), or otherwise, in connection with this Purchase Order.

13.2 Exceptions
The limitations and exclusions set out in Section 13.1 shall not apply to:
(a) the Vendor’s indemnification obligations under this Purchase Order;
(b) any breach of confidentiality obligations;
(c) any infringement, misappropriation, or violation of Intellectual Property Rights; or
(d) damages arising from a party’s gross negligence or wilful misconduct.

13.3 Force Majeure
Neither party shall be liable for failure or delay in the performance of its obligations (other than payment obligations) to the extent such failure or delay is caused by events beyond its reasonable control (“Force Majeure Event”), provided that the affected party:
(a) promptly notifies the other party in writing; and
(b) uses commercially reasonable efforts to mitigate the effects of such event and resume performance as soon as practicable. Notwithstanding the foregoing, a Force Majeure Event shall not relieve the Vendor of its obligation to source or procure an alternative supply or implement commercially reasonable contingency measures to meet its obligations under this Purchase Order.
 

14. Liens

14.1 No Liens
The Vendor shall supply all Goods, labour, and Services free and clear of all liens, claims, security interests, encumbrances, and charges arising out of or in connection with the performance of the Work.

14.2 Indemnity
The Vendor shall defend, indemnify, and hold harmless the Purchaser, its affiliates, and the owner of any property upon which the Work is performed (the “Project Property”) from and against any and all liens, claims, demands, actions, damages, costs, and expenses (including legal fees on a full indemnity basis) arising out of or relating to:
(a) any services, labour, or materials supplied by the Vendor or its subcontractors; or
(b) any failure by the Vendor or its subcontractors to comply with applicable lien or construction legislation.

14.3 Discharge of Liens
If any lien, claim for lien, or similar encumbrance is registered or asserted against the Project Property (the “Liened Property”), and provided the Purchaser has paid all amounts properly due to the Vendor under this Purchase Order, the Vendor shall, at its sole cost and expense and without delay:
(a) cause such lien or claim to be discharged, vacated, or otherwise removed; or
(b) post all security required to vacate or discharge such lien in accordance with applicable law, including the Construction Act (Ontario) and Builders' Liens Act (Manitoba).

14.4 Lien Proceedings
Where any lien action or related proceeding is commenced:
(a) Vendor shall promptly take all necessary steps to have the Purchaser and, where applicable, the property owner removed as parties to such proceeding; and
(b) Vendor shall defend, indemnify, and hold harmless the Purchaser in respect of any such proceeding,
except to the extent that such proceeding includes substantive claims directly involving the Purchaser beyond the recovery of statutory holdbacks or amounts properly due under applicable lien legislation.

14.5 Legal Hypothecs (Quebec – if applicable)
Where applicable, the Vendor shall promptly take all necessary steps to discharge any legal hypothec arising from the performance of the Work and shall indemnify and hold harmless the Purchaser and the property owner from any claims, actions, or liabilities arising therefrom.

14.6 Preservation of Rights
Nothing in this Section shall restrict the Vendor’s right to defend any lien or claim as against the claimant, provided that such defence does not prejudice the Purchaser or delay the discharge of the lien affecting the Project Property.
 
15. Subcontracting and Relationship of the Parties
The Vendor shall not subcontract, assign, or delegate any portion of the Work without the Purchaser’s prior written consent, which may be granted or withheld in the Purchaser’s sole discretion. Any approved subcontracting shall not relieve the Vendor of its obligations under this Purchase Order, and the Vendor shall remain fully responsible for the acts, omissions, and performance of its subcontractors.
The relationship between the Purchaser and the Vendor is that of independent contractors, and nothing in this Purchase Order shall be deemed to create any partnership, joint venture, agency, or employment relationship between the parties.
 

16. Inspection, Acceptance and Site Standards

16.1 Right of Inspection
All Goods and Services shall be subject to inspection, testing, and approval by the Purchaser.
The Purchaser shall have up to ninety (90) days following delivery of Goods or completion of Services (the “Inspection Period”) to inspect and either:
(a) accept the Goods or Services (“Acceptance”); or
(b) reject them and provide written notice specifying the reasons for rejection.
Failure to reject within the Inspection Period shall constitute Acceptance, except in the case of latent defects or non-conformities not reasonably discoverable upon inspection.

16.2 Rejection
The Purchaser may reject, in whole or in part:

• Goods delivered in excess of quantities specified;
• Goods that are damaged, defective, or non-conforming; or
• any Goods or Services that fail to comply with the Purchase Order.

Transfer of title, use of the Goods or Services, or payment shall not constitute Acceptance.

16.3 Remedies for Rejected Goods
Rejected Goods may, at the Purchaser’s option, be returned to the Vendor at the Vendor’s sole cost and risk, for:
(a) a full refund or credit; or
(b) replacement with conforming Goods within a timeframe specified by the Purchaser.
Title to rejected Goods shall revert to the Vendor upon return. The Vendor shall not re-deliver previously rejected Goods without the Purchaser’s prior written approval and full disclosure of prior rejection.

16.4 No Waiver
Inspection, testing, Acceptance, use, or payment shall not relieve the Vendor of its obligations, including warranties, nor constitute a waiver of any rights or remedies of the Purchaser.

16.5 Correction of Defective Work
Any non-conforming or defective Goods or Services shall be promptly corrected by the Vendor at its sole cost and expense. The Purchaser’s inspection or oversight shall not relieve the Vendor of responsibility for the Work.

16.6 Site Standards
Where Services are performed at a site indicated by the Purchaser or Purchaser’s customer, the Vendor shall:
(a) comply with all applicable site rules, policies, and safety requirements;
(b) maintain the work area in a clean, orderly, and safe condition; and
(c) promptly repair any damage to the site or surrounding property caused by the Vendor or its personnel.
Unless otherwise directed by the Purchaser, the Vendor shall be responsible for the removal, handling, and disposal of all waste materials on a regular basis; at its sole cost and in compliance with applicable laws.

16.7 Regulatory Inspections
Where any Work requires inspection, certification, or approval by a governmental or regulatory authority, the Vendor shall arrange and complete such inspections at its sole cost and expense.
No approval, inspection, or failure to inspect shall relieve the Vendor of its obligations or constitute Acceptance by the Purchaser.

16.8 Audit Rights
The Purchaser may, upon reasonable notice, audit and examine the Vendor’s books, records, and documents relating to the Purchase Order for a period of five (5) years following completion or termination. The Vendor shall ensure such audit rights extend to its subcontractors and may be assigned to any purchaser or end user of the Goods or Services. The Purchaser may also request, and the Vendor shall provide, documentation evidencing compliance with labour, human rights, ethical sourcing, and supply chain due diligence requirements, including relevant policies, certifications, audit reports, and corrective action records.
 
16.9 Final Documentation and Payment
The Purchaser may withhold final payment until the Vendor has provided all required documentation specified in the Purchase Order, including any revisions or resubmissions required for approval.
 

17. Safety

17.1 Compliance with Safety Laws and Standards
 The Vendor shall, in performing the Services, comply with all applicable health and safety laws, regulations, codes, and standards, including, without limitation, the Occupational Health and Safety Act (Ontario), the Workplace Safety and Health Act (Manitoba), and any regulations thereunder, as applicable to the work location.

17.2 Purchaser and Site Requirements
The Vendor shall comply with all applicable safety policies, procedures, and site rules of the Purchaser and, where applicable, the Purchaser’s customer, as communicated from time to time.

17.3 Vendor Responsibility
Notwithstanding any policies, procedures, or oversight by the Purchaser, the Vendor acknowledges and agrees that it retains full and sole responsibility for:
(a) the establishment, implementation, and enforcement of all health and safety measures;
(b) the safety of its personnel, subcontractors, and all persons under its control; and
(c) compliance with all applicable health and safety laws and requirements.
Compliance with Purchaser or customer site requirements shall not relieve the Vendor of its independent obligations and responsibilities under applicable law.

17.4 On-site Safety
Unless otherwise agreed in writing, the Vendor shall, at its sole cost, provide and maintain in good working order and fit for its intended use all safety equipment, protective gear, and materials required for the performance of the Work in accordance with applicable laws, regulations, and industry standards. The Vendor shall ensure that all personnel complete all required on‑site safety orientations and training mandated by the Purchaser, the end customer, or applicable laws and site rules, prior to commencing the Work. The Vendor shall be responsible for all associated costs, scheduling, and compliance. The Vendor shall ensure its personnel fully adhere to all site‑specific safety policies and instructions at all times while on site. Where applicable and upon request, the Vendor shall provide evidence of completion of such orientation and training.


18. Environmental, and Hazardous Materials Requirements

18.1 Environmental Compliance
The Vendor shall comply with all applicable environmental laws, regulations, and standards in connection with the manufacture, supply, and delivery of Goods and Services, including, where applicable, the Canadian Environmental Protection Act (CEPA).

18.2 Hazardous Substances Disclosure
 
If Vendor is supplying Goods containing “Hazardous Substances” as defined by any applicable federal, provincial or local law, rule or regulation, Seller shall provide at the time of delivery required notices and information, including without limitation Material Safety Data Sheets (MSDS) in approved form both in English and in French (a) the material composition, including identification and quantities of any hazardous substances, or (b) certification that the Goods and Services do not contain, and do not require the use of, any hazardous substances specified. This is a material requirement of the Purchase Order; Vendor's failure to provide such information prior to or at the time of delivery may result in the withholding of payment until such is provided.
 

 19. Cybersecurity and Data Protection

19.1 Cybersecurity
To the extent the Vendor accesses, processes, stores, or transmits Purchaser data or systems (including the customer of Purchaser), the Vendor shall:

1. comply with all applicable cybersecurity, data protection, and privacy laws aligned with generally accepted industry standards (including ISO 27001 or equivalent);
2. restrict access to authorized personnel on a need-to-know basis, subject to confidentiality obligations no less stringent than those of the Purchaser’s Non-Disclosure Agreement and shall remain fully responsible for acts and omissions of its subcontractor or subsuppliers.
3. ensure secure transmission and storage of data, including use of encryption or equivalent safeguards where appropriate; and
4. promptly notify the Purchaser of any Cyber vulnerabilities, risks, or incidents affecting Purchaser data or systems (including the customer of Purchaser) when performing the works.

19.2 Privacy Compliance
The Vendor shall comply with all applicable confidentiality and privacy laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA). Where required when processing personal information on behalf of the Purchaser (including the customer of the Purchaser), the Vendor shall:
(a) use such information solely to perform the Purchase Order and for no other purpose;
(b) agreed in totality not to retain, disclose, or use such information with appropriate safeguards;
(c) securely return or destroy such information upon request or completion of the Purchase Order.
(d) maintain documented controls and provide evidence of compliance to the Purchaser upon request.

19.3 Incident Notification and Response
The Vendor shall notify the Purchaser without undue delay (and where practicable within 48 hours) of any actual or suspected data breach, unauthorized access, or cybersecurity incident affecting Purchaser data or systems. The Vendor shall:

1. promptly provide details of the incident, including contain, investigate, and remediate;
2. cooperate with the Purchaser in any investigation or required notifications; and
3. not notify any third party without the Purchaser’s prior written consent, unless required by law.

19.4 Purchaser Data
The Vendor shall not permit subcontractor and Vendor access to Purchaser data (this definition includes Purchaser’s customer Confidential Information and Intellectual Property Rights) without first obtaining written consent from Purchaser. The Vendor shall ensure all approved subcontractors and Vendors are bound by obligations no less stringent than the Purchaser’s Non Disclosure Agreement established with Vendor (including applicable Flowdown of Purchaser’s customer Terms and Conditions) and shall remain fully responsible for their acts and omissions.
 

20. Code of Conduct

20.1 Ethical Conduct and Responsibility
The Vendor shall conduct its business in a lawful, ethical, and responsible manner, consistent with the highest standards of business integrity and professionalism. The Vendor shall not, directly or indirectly, engage in or permit any bribery, corruption, fraud, conflicts of interest, or other improper conduct in connection with its work under this Purchase Order.

20.2 Ethical Sourcing, and Labour Compliance
The Vendor shall comply with the Lakeside Supplier Code of Conduct, as may be updated from time to time, and to ensure that its operations and supply chain are aligned with its principles. The Vendor shall comply with all applicable laws relating to ethical sourcing and labour practices, including the Fighting Against Forced Labour and Child Labour in Supply Chains Act (Canada). The Vendor further represents and warrants that it does not use or support forced, bonded, involuntary, or child labour, or human trafficking, and that all work is performed in accordance with applicable law in accordance with International Labour Organization (ILO) standards within its operations and supply chain (of its subcontractors and suppliers), and shall provide evidence of compliance upon request.

20.3 Reporting and Remedies
The Vendor shall promptly notify the Purchaser of any actual or suspected breach of this Section, including any improper or unlawful conduct, and shall fully cooperate in any investigation and promptly implement corrective or remedial actions when required by the Purchaser. The Purchaser may, upon notice, suspend performance of the Purchase Order (in whole or in part) pending investigation or remediation of any such breach, without liability. Any breach of this Section, or conduct that could reasonably harm the Purchaser’s reputation, constitutes a material breach, entitling the Purchaser to immediately terminate the Purchase Order, without limiting any other rights or remedies available at law or in equity.
 

21. Changes

21.1 Right to Change
The Purchaser reserves the right, at any time, by written notice, to make changes to the specifications, drawings, delivery schedules, quantities, or scope of the Goods and/or Services under this Purchase Order (each, a “Change Request”).

21.2 Equitable Adjustment
If a Change Request materially affects the Price and/or Delivery Date, the parties shall negotiate in good faith an equitable adjustment to reflect such impact, provided that the Vendor submits a written claim detailing the proposed adjustment within thirty (30) days of receipt of the Change Request.

21.3 Notice Requirement and Waiver
The Vendor shall not be entitled to any adjustment to the Price or Delivery Date unless it provides timely written notice in accordance with Section [18.2] and receives written approval from the Purchaser.
Failure to provide such notice within the prescribed period shall constitute a waiver of any claim for adjustment arising from the Change Request.

21.4 Continued Performance
The Vendor shall not suspend, or delay performance of the Work pending agreement on any Change Request or related adjustment and shall proceed diligently in accordance with the Purchaser’s instructions.

21.5 Vendor-Initiated Changes
The Vendor shall not make any changes to design, manufacturing processes, materials, components, or specifications that could affect the performance, characteristics, reliability, compliance, or service life of the Goods or Services without the Purchaser’s prior written approval.
 

22. Cancellation, Termination and Suspension

22.1 Cancellation for Convenience
The Purchaser may, at any time and for any reason, cancel all or any portion of the undelivered Goods or unperformed Services under this Purchase Order upon written notice to the Vendor. The Purchaser shall not be liable for any cancellation fees, penalties, or damages, except as expressly agreed in writing.

22.2 Termination for Default
Either party may terminate this Purchase Order immediately upon written notice if the other party commits a material breach of this Purchase Order and fails to cure such breach within a reasonable period specified in such notice.
Without limiting the foregoing, the following shall constitute events of default:
(a) assignment for the benefit of creditors or the commencement of any bankruptcy, insolvency, receivership, or similar proceedings by or against a party;
(b) any materially false or misleading representation, statement, or claim made by a party;
(c) failure to perform or prosecute the Work such that timely or proper performance is jeopardized;
(d) dissolution or liquidation of a party; or
(e) failure to pay any undisputed amount when due, which remains unpaid after sixty (60) days following written notice.

22.3 Effect of Cancellation or Termination
Upon cancellation, termination, or expiration of this Purchase Order:
(a) Vendor shall immediately cease all use of the Purchaser’s intellectual property, confidential information, trade secrets, and proprietary materials;
(b) Vendor shall take all reasonable steps to mitigate costs and protect Work in progress; and
(c) Purchaser shall have no liability to the Vendor except for payment for conforming Goods and Services properly delivered and accepted prior to the effective date.

22.4 Completion Rights
If the Purchase Order is cancelled or terminated due to any act, omission, or default of the Vendor, the Purchaser may, without limitation to any other rights or remedies:
(a) complete the Work by such means as it deems appropriate; and
(b) recover from the Vendor all resulting costs, losses, and expenses (including legal fees on a full indemnity basis) incurred as a result of such completion.

22.5 Suspension
The Purchaser may, at any time, suspend performance of the Work, in whole or in part, upon written notice to the Vendor. The Vendor shall promptly comply with such notice and take all reasonable steps to mitigate costs associated with the suspension.
 

23. Assignment
The Vendor shall not assign, transfer, delegate, or subcontract this Purchase Order, in whole or in part, without the Purchaser’s prior written consent, which may be granted or withheld in the Purchaser’s sole discretion. Any permitted assignment, transfer, delegation, or subcontracting shall not relieve the Vendor of its obligations under this Purchase Order. The Vendor shall remain fully liable for the performance of the Work and shall be jointly and severally liable with any permitted assignee or subcontractor. The acts and omissions of any subcontractor, supplier, or agent of the Vendor shall be deemed to be the acts and omissions of the Vendor.
This Purchase Order shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
 

24. Returns

24.1 Return Acceptance
The Vendor agrees that the Purchaser may, in its sole discretion, accept the return of Goods provided that such Goods are:
(a) new, unused, undamaged, and in their original packaging and shipping condition; and
(b) returned within three (3) months from the date of shipment.

24.2 Returns Due to Commercial Events
Notwithstanding the foregoing, where the return of Goods arises as a result of cancellation, termination, force majeure, or customer-driven requirements, the Purchaser shall be entitled to return such Goods within the same period.

24.3 Credit
For all accepted returns, the Vendor shall provide the Purchaser with a full credit equal to the original purchase price, without deduction, restocking fees, or other charges.
 

25. Conflict Minerals Compliance

25.1 Compliance Obligation
The Vendor shall comply with all applicable laws and regulations relating to conflict minerals, including, where applicable, Section 1502 of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act and associated reporting obligations.

25.2 Traceability and Certification
The Vendor shall:
(a) establish and maintain procedures to trace the country of origin of minerals contained in the Goods and any components thereof; and
(b) upon request, provide the Purchaser with complete and accurate certifications, declarations, and supporting documentation regarding the source and chain of custody of such minerals.
Where the Vendor is not the manufacturer of the Goods, the Vendor shall require its suppliers and manufacturers to comply with the obligations set out in this Section and shall ensure that such information is made available to the Purchaser.

25.3 Cooperation
The Vendor shall promptly cooperate with all reasonable requests from the Purchaser for information necessary to satisfy the Purchaser’s regulatory reporting or compliance requirements in respect of conflict minerals.
 

26. Counterfeit, Fraudulent, and Substandard Items

26.1 Prohibition
The Vendor shall not supply any counterfeit, suspect, fraudulent, or substandard items (collectively, “CFSI”) under this Purchase Order.

26.2 Conformance Requirements
Where Goods are specified by reference and conform to the Purchaser's referenced and specified

• Manufacturer’s part number;
• Technical specification/product data description; or
• an applicable industry standard.

26.3 Source Control
Where the Vendor is not the original manufacturer, the Vendor shall use commercially reasonable efforts to ensure that all Goods are sourced from the Original Equipment Manufacturer (“OEM”) or authorized distributors, and are authentic and fully compliant with applicable specifications.

26.4 Substitution and Approval
The Vendor shall not substitute any Goods or components that deviate from specified requirements without the Purchaser’s prior written approval. Any proposed deviation shall be disclosed in writing prior to shipment.

26.5 Remedy for Non-Conforming Items
If any CFSI are delivered or identified in the Goods:
(a) Purchaser may reject, remove, and/or return such items at the Vendor’s cost and risk;
(b) Vendor shall, at its sole cost and expense, promptly replace such items with Goods acceptable to the Purchaser; and
(c) Vendor shall be liable for all costs and damages incurred by the Purchaser, including removal, replacement, reinstallation, inspection, testing, and any operational or supply chain impacts.

26.6 Government and Industry Alerts
Any directive, alert, or notice issued by a governmental or industrial governing body, including but not limited to identifying items as counterfeit or suspect, shall be deemed conclusive evidence of non-conformance.

26.7 Return for Investigation
At the Purchaser’s request, the Vendor shall return any removed suspect or counterfeit items to the Purchaser for investigation or onward transfer to governmental authorities or end users.

26.8 Quality Assurance Measures
The Vendor shall maintain a documented and effective quality assurance program that includes procedures to prevent, detect, and appropriately disposition CFSI, and shall make such program available to the Purchaser upon request.

26.9 No Limitation of Remedies
The rights and remedies set out in this Section are in addition to, and not in limitation of, any other rights or remedies available to the Purchaser under this Purchase Order, at law, or in equity.
 

27. Entire Agreement and Amendments

27.1 Entire Agreement
This Purchase Order, together with all documents incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, negotiations, representations, or understandings, whether written or oral.

27.2 Amendments
No amendment, modification, or waiver of any provision of this Purchase Order shall be valid or binding unless set out in writing and signed by the Purchaser’s authorized representative.

27.3 Severability
If any provision of this Purchase Order is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed to the extent necessary, and the remaining provisions shall continue in full force and effect.

27.4 No Waiver
No failure or delay by the Purchaser in exercising any right or remedy shall constitute a waiver of such right or remedy, nor shall any single or partial exercise preclude any further exercise of the same or any other right or remedy.

28. Language
The parties expressly acknowledge and agree that these Terms and Conditions, the Purchase Order, and all related documents shall be drawn up in the English language only.
Les parties reconnaissent expressément et conviennent que les présentes Conditions, le bon de commande ainsi que tous les documents qui s’y rattachent seront rédigés en langue anglaise seulement.

Last revised on 02-July-2026
Document Number: POL010