The goods and services described in this purchase order (the “PO”) are provided by the supplier (the “Supplier”) subject to the following terms and conditions. The Supplier agrees to be bound by and to comply with all such conditions. Other terms and conditions are not binding upon Toronto International Film Festival Inc. (“TIFF”) unless accepted by TIFF in writing. Goods and services shall be supplied at the locations and by the delivery dates set forth in the PO.
All payments are made in Canadian funds unless otherwise specified. All prices shown in this PO are firm and are not subject to adjustment except by the mutual agreement in writing or the issuance by TIFF of a revised PO. TIFF shall pay the Supplier for the goods/services at the price set forth in the PO following the submission by the Supplier of a detailed invoice. All invoices should be submitted to firstname.lastname@example.org and quote this purchase order number. TIFF shall pay invoices within 30 days of receipt of the invoice.
The Supplier shall pack all goods so as to protect them against deterioration and contamination. Title and risks remain with the Supplier until delivery to TIFF.
The Supplier warrants to TIFF that any goods supplied under this PO are free from defects in material, workmanship and design, suitable for the purposes intended, in compliance with all applicable specifications and free from liens or encumbrance on title. The Supplier shall perform any services in accordance with current, sound and generally accepted industry practices.
The Supplier shall furnish the goods and services exactly as specified in the PO. TIFF may inspect the goods and services and, if they are defective or do not meet the specifications in the PO, TIFF may reject them, require the Supplier to correct or replace them without charge, or require a reduction in prices that is reasonable in the circumstances. If the Supplier is unable or refuses to replace the goods or services within a reasonable period of time, TIFF may terminate this PO in whole or in part. The Supplier bears all risks with respect to rejected goods and services. The Supplier shall reimburse TIFF for all transportation costs, other related costs incurred, and over payments in respect of the rejected goods and services.
Inspection and acceptance by TIFF does not relieve the Supplier of its warranty obligations.
This PO may not be modified except with the written approval of TIFF.
As circumstances require, the Supplier shall provide to TIFF all schematics, drawings and instructions for installation, operation, maintenance and repair of the goods.
The Supplier shall indemnify TIFF for all claims, actions, demands, losses and causes of action arising from injury, including death, to any person, or damage to any property, to the extent that such injury or damage results in whole or in part from the acts or omissions of the Supplier.
The Supplier and any sub-contractor(s) used by the Supplier must carry comprehensive general liability insurance in an amount appropriate to cover its obligations under this purchase order.
TIFF may assign this PO. The Supplier shall not assign this PO without the written approval of TIFF.
A party may, on written notice to the other party, terminate this PO without prejudice to any other right or remedy available to it at law, and without liability for such termination, if the other party (a) is adjudged bankrupt or insolvent by a court of competent jurisdiction, or otherwise becomes insolvent; or (b) is in default of its obligations hereunder and fails to cure such default within 10 days of receiving written notice from the non-defaulting party.
Notwithstanding anything else in this Agreement, neither party will be liable to the other party for any special or punitive damages, consequential or indirect losses or damages, or any lost profit or goodwill.
TIFF may terminate or suspend this PO in whole or in part upon giving the Supplier at least five days’ written notice and paying the Supplier for goods and services satisfactorily provided to the effective date of termination or suspension.
Neither party will be liable for delay or non-performance caused by any of the following circumstances when beyond its control: acts of God, explosions, riots, extreme natural disasters, wars, sabotage or terrorism (a “force majeure”). Should an event of Force Majeure make it impossible for a party to perform its obligations hereunder, the affected party shall try to reduce or mitigate the adverse impact of the event. The affected party shall notify the other party that it considers an event of Force Majeure has occurred. If the adverse impact cannot be eliminated completely, such non-performance shall be excused for the duration of the event of Force Majeure. If, however, the event of Force Majeure lasts more than 15 days from the original notification, this PO may be terminated in whole or in part by the unaffected Party.
This PO is governed by the laws of the Province of Ontario. The parties consent to the exclusive jurisdiction of the courts of the Province of Ontario.
This PO, including these terms and conditions, and any schedules hereto, constitute the entire agreement between the parties and take precedence over any other understandings or communications, oral or written, and over any Supplier terms and conditions or purchase orders. If a master agreement exists between TIFF and the Supplier with respect to the supply of the goods and services identified in the PO, the terms and conditions of that master agreement shall apply to such goods and services. The Supplier shall not use TIFF’s name, logos, tradenames or wordmarks for the purposes of advertising, press releases, promotion or solicitation without the prior written consent of TIFF, which TIFF may withhold for any or no reason.