Supplier Terms and Conditions

The following terms and conditions apply to every purchase by Toronto Metropolitan University, (the "University") for goods and services (collectively the “Deliverables” or separately the “Goods” or the “Services”) from the Supplier (the “Supplier”). The Supplier is bound by these terms and conditions in the provisions of any and all Goods or Services it provides to the University. Each time the University requests Goods or Services from the Supplier, such request shall be referred to as an order (an “Order”). For clarity, these terms and conditions apply to the Supplier whether or not a purchase order is issued to the Supplier. Any request by the University for Goods or Services from the Supplier constitutes an Order and the Supplier is bound by these terms and conditions.

In the event of a conflict or inconsistency between these terms and conditions and any written agreements between the University and the Supplier under which the Order is issued pursuant to or which describes the Deliverables, the terms and conditions of the written agreement prevail.

The relationship between the parties is that of independent contractors. Nothing contained in the Order is construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party has authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity on the part of the University is construed from this Order.

The cost of the Deliverables (the “Fee”) is set out in the Order in Canadian dollars (CAD) unless otherwise stated. Fee increases or other charges not expressly set out in the Order are not effective unless agreed to in advance in writing by the University pursuant to Section 6 (Changes). The University shall pay the Supplier net thirty (30) days from invoice date or satisfactory delivery and acceptance of the Deliverables, whichever is later, unless otherwise noted on the Order. The University calculates any discounts agreed to from the date of receipt of invoice. Unless otherwise stated, the Fee represents the total cost to the University and includes all fees and charges of any kind including but not limited to permit, inspection, royalty and license fees, charges for crating, boxing, cartages, re-stocking, government tax levies, travel, overhead, profit, travel,and other reimbursable expenses unless otherwise stated on the Order. The University is entitled to withhold payment of any invoiced amounts that are disputed in good faith until the parties reach an agreement with respect to those disputed amounts. Such withholding of disputed amounts is not a breach of the Order or any agreement or contract and no interest  accumulates on withheld disputed amounts. Notwithstanding the foregoing, the University shall pay the balance of the undisputed amounts on any invoice that is the subject of any dispute within the time period specified herein.

Unless otherwise stated in the Order, all prices or other payments stated in the Order are exclusive of any taxes. The Supplier shall separately itemize all applicable taxes on each invoice and indicate on each invoice its applicable tax registration number(s). The Supplier shall remit all applicable taxes to the applicable government authority as required by applicable laws. Notwithstanding any other provision of the Order, the University may withhold from all amounts payable to the Supplier all applicable withholding taxes and remit those taxes to the applicable governmental authorities as required by applicable laws.

Time is of the essence and no extension or waiver operates to amend this provision. The Supplier shall perform the Deliverables strictly in accordance with the quantities, specifications, and terms and conditions set out in the Order, and by the delivery date(s) specified. The Supplier must immediately notify the University if the Supplier is unable to meet a specified delivery date(s). The Supplier shall perform the Deliverables in a good and workmanlike manner to the University's satisfaction. At any time prior to the delivery and acceptance of the Deliverables, the University may, upon notice to the Supplier, cancel or change an Order, or any portion thereof, for any reason, including, without limitation, for the convenience of the University or due to failure of the Supplier to comply with the Order, unless otherwise noted without liability. The Supplier represents, warrants, and covenants that it is the legal and beneficial owner of the Deliverables and has good and valid title to all Deliverables provided to the University. Title and risk of loss or damage to the Deliverables pass to, and become the sole property of the University upon receipt at the premises designated by the University on the Order. The Supplier bears all risk of loss or damage to the Deliverables until receipt of the Deliverables by the University at the premises designated by the University on the Order. The University has no obligation to obtain insurance while Deliverables are in transit from the Supplier to premises designated for delivery by the University.

With respect to the provision of the Goods, the University may, by written notice at any time prior to shipment, make changes in any of the following: applicable drawings, designs or specifications, method of shipment or packing, and place or time of delivery. With respect to the provision of the Services, the University may, by written notice at any time prior to completion of the Services, make changes to any of the statement of work, time of delivery, or expected outputs of the Services. To the extent any change causes an increase or decrease in the Fee, or time required for performance of the Order, the University shall make an appropriate equitable adjustment. The Supplier must submit any claim for adjustment in writing within fifteen (15) days from receipt of the change. The Supplier shall furnish such documentary evidence as the University may reasonably request substantiating the proposed adjustment.

The University may retain any of the Goods supplied by the Supplier in excess of the quantity specified in the Order at no additional cost.

The Supplier shall follow all instructions received from the University, or its agents, with respect to the Goods that originate from sources or suppliers based outside of Canada and the Supplier shall comply with all requirements of the Canada Border Services Agency with respect to the importation of those Goods.

All Goods subject to standards for use or consumption in the Province of Ontario must conform to the standards approved by the Canadian Standards Association (CSA) and all other applicable regulations.

The Supplier shall adhere to all applicable laws governing the use of any hazardous substances and shall provide upon request all necessary documentation to verify material composition, on a substance-by-substance basis, including quantity used of each substance, of any Goods, and of any process used to make, assemble, use, maintain, or repair any Goods. The Supplier shall also provide upon request all necessary documentation to verify that any Goods or the provision of the Deliverables do not require the use of hazardous substances or, where it does provide Material Safety Data Sheets (MSDS) and appropriate labels with all hazardous products as defined under the federal Hazardous Products Act and the provincial Workplace Hazardous Materials Information System (WHMIS) legislation.

(a) The University may terminate the Order for convenience or without cause at any time by providing seven (7) days written notice to the Supplier. In exercising such right of termination, the University shall pay the Supplier for all Deliverables provided to the date of termination, and the verifiable direct costs incurred by the Supplier to demobilize from the provision of the Deliverables, such costs not to exceed the Fee. The University is not responsible for any indirect costs or expected profit

(b) The University may also terminate the Order as a result of the Supplier's breach of these terms and conditions, or as result of delay or deficiency in the provision of the Deliverables. In such circumstances, the Supplier shall not make a claim against the University for any costs incurred, or for any loss of profit with respect to the terminated or cancelled portions of the Order. Following a termination in accordance with Section 13 (b), the University is entitled to set off against any amounts owing to the Supplier for the costs incurred by the University to complete or correct the Deliverables, or rectify the breach, or may claim against the Supplier for reimbursement of such costs. 

The Deliverables  are subject to inspection and approval by the University notwithstanding prior payment. The University, in its sole discretion, may reject any Deliverables that are deficient or do not conform with the specification in the Order  (collectively the “Deficiencies”), and may require, at no cost to the University, that the Supplier re-perform or rectify the Deficiencies within the timelines established by the University. Alternatively, the University may return Goods deemed to be Deficiencies at the Supplier's expense, and the Supplier shall credit the University accordingly within fifteen (15) days of return of the Goods without restocking or handling fees, or any other charge. The University reserves the right to retain any portion or all of any Deliverables not strictly in accordance with the specifications and in that case pays a reasonable price, in the University's sole discretion. However, retention does not preclude the University from rejecting the remainder of the Deliverables or any part thereof in accordance with specifications. In the event the Supplier fails or refuses to address the Deficiencies, the University may exercise its termination and cost recovery rights set out in Section 12 (b).

The Supplier is not liable for default or delay due to causes beyond the Supplier's reasonable control and without fault or negligence on the part of the Supplier. An event is not considered to be beyond one’s reasonable control if a reasonable business person applying due diligence in the same or similar circumstances under the same or similar obligations as those contained in this Order would have put in place contingency plans to either materially mitigate or negate the effects of such event. Without limiting the generality of the foregoing, force majeure events  include labour disputes, fire, unusual delay by common carriers, unavoidable casualties, civil disturbance, acts, orders, legislation, pandemics, public health emergencies, acts, orders, legislation, regulations or directives of any government or other public authority, acts of a public enemy, war, riot, sabotage, blockage, embargo, lightning, earthquake, or acts of God, but does not include shortages or delays relating to supplies or the Services. The Supplier shall give the University notice in writing within two (2) business days of such event, the reason for such delay or non-performance, and the anticipated period of delay or non-performance when any such cause appears likely to delay provision of the Deliverables and take appropriate action to avoid or minimize such delay. 

If any such default or delay threatens to impair the Supplier's ability to meet delivery requirements for the Deliverables, the University is entitled to, without any liability to the University, cancel the portion or portions of the Order so affected by giving notice of cancellation and such cancellation is in addition to the other rights and remedies setout herein, at law or in equity.

The Supplier shall indemnify and save harmless the University, its officers, Board of Governors, employees, contractors, students, and agents (collectively, “Indemnitees”) against any and all loss, injury, death, liability, deficiency, action, suit, claim, judgment, interest, award, penalty, damage, action, demand, penalty, fine, cost or expense including legal or professional fees and the cost of enforcing any right to indemnification hereunder (collectively, “Losses”) directly or indirectly relating to, arising out of, or occurring in connection with any breach or inaccuracy of any representation, warranty or covenant, performance of the Services or supply of the Goods, including but not limited to personal injuries to anyone, breach or alleged breach of intellectual property laws, environmental non-compliance, product liability and property damage. The Supplier has no claim for compensation of any kind whatsoever, and the University is not under any circumstances liable for a breach of any term of the Order or any other tender document, with the exception of non-payment of Fees properly owing. 

The Supplier shall, at its expense, defend, indemnify and hold harmless the University and any Indemnitee against any and all Losses arising out of or in connection with any claim that the University's or Indemnitee's use or possession of the Deliverables infringes or misappropriates the patent, copyright, trade secret, or other intellectual property right of any third party. In no event shall the Supplier enter into any settlement without the University's or Indemnitee's prior written consent.

(a) For Orders with a Fee of $25,000.00 or more, the Supplier must obtain and maintain general liability insurance with limits of $5,000,000 and any other insurance as required elsewhere in the Order or any other contract or agreement (or other limits that have been agreed upon in writing) with such policy naming the University as an additional insured. The Supplier is to provide a certificate of insurance to the University upon request. 

(b) For Orders with a Fee of less than $25,000.00 and over $5,000.00, the Supplier must obtain and maintain general liability insurance with limits of $2,000,000 and any other insurance as required elsewhere in the Order or any other contract or agreement (or other limits that have been agreed upon in writing). The Supplier shall provide a certificate of insurance to the University upon request. 

(c) For Orders with a Fee of less than $5,000.00 the Supplier must obtain and maintain insurance of the type and levels that a prudent person would hold having regard for the nature of the Deliverables, or as the University may from time to time require. The Supplier shall provide a Certificate of Insurance to the University upon request. 

In carrying out its obligations under the Order, including the performance of the Services, the Supplier shall at all times comply with all applicable federal, provincial, and municipal laws, regulations, standards, and codes. The Supplier shall, at all times and in its sole expense, comply with all statutes, rules, orders, ordinances and regulations of all governmental authorities, including but not limited to the Accessibility for Ontarians with Disabilities Act, 2005, and its regulations, as amended from time to time, and all current, applicable legislation, safety and design codes and standards in Canada, specifically, but not limited to: (a) the Occupational Health and Safety Act; (b) the Ontario Building Code; (c) the Transportation of Dangerous Goods Act; and (d) The federal Hazardous Products Act and the provincial WHMIS legislation for hazardous products. The Supplier shall comply and ensure all workers and other persons for whom it is responsible at law comply with all applicable University policies, rules, regulations, restrictions, directives, and orders to ensure the safety of the public. See: https://www.torontomu.ca/policies/. The Supplier shall obtain all applicable permits, licences, exemptions, consents, and approvals required for the Supplier to supply the Deliverables. In the event of non-compliance as contemplated herein, the Supplier shall immediately correct the violation, or otherwise be in breach of the Order.

The Supplier must at all times register with the Workplace Safety and Insurance Board under the Ontario Workplace Safety and Insurance Act, 1997 and shall maintain its workers' compensation accounts in good standing, and provide the University with evidence of good standing upon request. The Supplier represents and warrants that its workers have completed the Health and Safety Awareness Training for Works and Supervisors and all trainings relevant to the Deliverables, including but not limited to Workplace Hazardous Information System (WHMIS), and working at heights.

The Supplier warrants for a period of not less than one (1) year from the date of delivery, the Goods, which include materials, are made or used for a particular purpose and are fit and suitable for that purpose. The Supplier shall provide the Goods that conform to all manufacturers' specifications and are new, unused, and free of any defects in design, materials, and workmanship under the University's intended use of the Goods for the duration of the warranty period unless otherwise specified in the contract. Warranties apply notwithstanding any inspection, testing, acceptance of, or payment by the University. The Supplier shall assign to the University all manufacturer's warranties for the Goods not manufactured by the Supplier, and shall take all necessary steps as required by such third party manufacturers to effect assignment of those warranties to the University. The Supplier must repair or replace all of the Goods which are either defective or do not comply with the warranty with new Goods at no cost to the University at any time during the warranty period or at any time after the expiry of the warranty period if the defect or non-compliance arose during the warranty period. In the event of any breach of warranty at law or pursuant to the Order by the Supplier, at any time during the warranty period, the Supplier shall, at the University's option, repair or replace the Goods with an equivalent or better product at no additional cost to the University within fifteen (15) days of the University's notification to do so. The Supplier further warrants that the Fee is as low as any net price now given by the Supplier to any other customer for like material and quality. The above warranties are in addition to any other express warranties of the Supplier or any other warranty provided by law or equity.

The Supplier shall perform the Services: (a) exercising that degree of professionalism, skill, diligence, care, prudence, judgment, and integrity reasonably expected from a skilled and experienced service provider providing similar Services under the same or similar circumstances; and (b) using only personnel with the skills, training, expertise, and qualifications necessary to carry out those Services. The University may object to any of the Supplier's personnel engaged in the performance of the Services who, in the University's reasonable opinion, lack the appropriate skills or qualifications, engage in misconduct, constitute a safety risk or hazard or are incompetent or negligent, and the Supplier shall promptly remove that personnel from the performance of any Services upon receipt of such notice, and shall not re-employ the removed person in connection with the Services without the prior written consent of the University.

In the event of breach of any of the warranties contained herein, and without prejudice to any other right or remedy available to the University, the Supplier shall, at the University's option and the Supplier's expense, refund the purchase price for, or repair or replace the affected Goods, or re-perform the affected Services, within ten (10) days after notice by the University to Supplier of warranty breach. The Supplier is responsible for all associated Fees, including costs of re-performance, costs to inspect the Deliverables, transport the Goods from the University to the Supplier, and return shipment to the University, and costs resulting from supply chain interruptions. If the Goods are repaired or replaced, or services are re-performed, the warranties herein continue as to the repaired or replaced Goods for a further one (1) year warranty period commencing on the date of acceptance of the repaired or replaced Goods by the University. If the Supplier fails to repair or replace the Goods within the time periods required above, the University may repair or replace the Goods at the Supplier's expense.

All intellectual property rights and every other right, title, and interest in and to all concepts, techniques, ideas, information and materials, however recorded, including but not limited to images and data, provided by the University remain the sole property of the University at all times. The University owns all intellectual property rights in all work products, works of authorship, inventions, improvements and other intellectual property arising from the provision of Services (“University IP”), free and clear of all liens and encumbrances. The Supplier shall provide to the University all assistance reasonably requested by the University to perfect the rights described herein, including obtaining all assignments and waivers of moral rights necessary or appropriate to vest the entire right, title, and interest in the University IP such intellectual property materials in the University and its successors and assigns. With respect to exclusive property and all works of authorship, inventions, and improvements made by the Supplier in the performance of the Order, the Supplier at the University's expense, agrees to execute and deliver to the University all documents necessary to apply for, prosecute and obtain Letters Patent for the inventions and Copyright Registrations for works of authorship. The Supplier shall also convey to the University the entire right, title, and interest in and to all works of authorship, inventions, patent applications, and Letters Patent or Copyright Registrations issuing thereon.

To the extent that any of the Goods or University IP contains any intellectual property that is pre-existing or developed separately from the provision of the Deliverables (“Background IP”), the Supplier hereby grants to the University a perpetual, worldwide, non-exclusive, irrevocable, transferable, royalty free, fully paid up right and licence: (i) to use, modify, reproduce and distribute, in any form, all Background IP (including any Background IP licensed to the University by third parties); and (ii) to authorize other persons, including agents, contractors or subcontractors, to do any of the former on behalf of the University ,to the extent that such use is necessary for the University to enable use of the Goods or University IP. The Supplier shall identify in writing prior to the commencement of the Deliverables all material Background Intellectual Property used in connection with the Deliverables. The Supplier may not use in any way the University’s name or any trade names, trade-marks or other proprietary designations without the University’s prior written consent.

In the event that any of the Goods, Services, or licenses provided by the Supplier to the University are subject to a claim or allegation of infringement of third party intellectual property rights, the Supplier shall, at its own option and expense, without prejudice to any other right or remedy of the University (including the University's indemnification rights herein), promptly provide the University with a commercially reasonable alternative, including the procurement for the University of the right to continue using the Goods in question, the replacement of those Goods with a non-infringing alternative satisfactory to the University, or the modification of those Goods (without affecting functionality) to render them non-infringing.

The University is subject to the Freedom of Information and Protection of Privacy Act (FIPPA). The parties shall govern themselves in accordance with FIPPA and shall comply with all applicable privacy obligations, including those arising by statute or common law. The Supplier shall further assist the University in complying with FIPPA. The Supplier shall safeguard and keep confidential any and all information relating to the University obtained by or provided by the University in connection with the applicable Order, or produced in the performance of the Services, and shall collect, retain or use that information only for the purposes of carrying out its obligations under the applicable Order and shall limit internal dissemination on a need-to-know basis. The Supplier shall maintain the confidentiality of all such information except to the extent that (a) such information comes into the public domain without breach of the applicable Order; (b) disclosure is required by law; or (c) disclosure is permitted in writing by the University. The supplier shall notify the University of any known or suspected breaches of privacy or confidentiality in writing as soon as feasible. In the event of a breach of this provision, the University may reserve the right to exercise its Termination rights set out in Section 12. 

The University may, at any time, publish the Order or any written agreements it enters into with the Supplier on online platforms accessible to members of the public.

The Supplier shall not directly or indirectly or through authorizing, encouraging, or assisting any person, organization, agency, or body corporate, whether public or private: (a) take any action that might impair the reputation of the University, its affiliates, Board of Governors, employees, officers, directors, representatives, faculty, suppliers, students, initiatives, programs, projects, or services (collectively, the “Reputational Beneficiaries”); (b) criticize, disparage, defame, or express negative comments, statements, or images about any of the Reputational Beneficiaries; or (c) take any other action which is otherwise detrimental in any way to any Reputational Beneficiaries.

The Order is governed by the laws of the Province of Ontario and federal laws of Canada applicable therein, and the parties attorn to the exclusive jurisdiction of the courts of the Province of Ontario and all competent courts to hear appeals therefrom. The United Nations Conventions on Contracts for the International Sale of Goods and any other international legislation do not apply.