Boise Cascade
About Boise Cascade

Purchase Order Terms & Conditions, Canada

  1. INTEGRATION. Purchases by Boise Cascade, L.L.C., and its subsidiaries and affiliates ("Boise"), are governed by these terms and conditions, unless the parties have entered into a mutually executed written master agreement stating applicable terms and conditions. Seller agrees to sell, and Boise agrees to buy, the goods, articles, materials, or services ("Goods") described on a Boise Purchase Order ("PO") for the price, at the time, and on the terms of payment shown on the PO. This PO and the provisions of any drawings, prints, plans, descriptions, specifications, samples, data, and other documents expressly referred to therein and adopted by reference ("Documents") constitute the entire agreement and supersede all proposals, negotiations, and counterproposals.  
  2. CONTROLLING TERMS. Boise objects to the inclusion of any different or additional terms by Seller in Seller's acceptance of this PO. If Seller includes or attaches any different or additional terms in Seller's purported acceptance, commences performance, or tenders the Goods, a contract of sale will result upon the terms and conditions as stated herein, without inclusion of any different or additional terms and conditions.   
  3. QUALITY. All Goods furnished must strictly conform to the Documents and must be of the quality specified. No deviation or substitution is permitted without the prior written consent of Boise. In the event no quality is specified, the Goods must be at least equal to the standards prevalent in Seller’s market. Boise shall have the right at all times during the performance of this PO to conduct such tests and inspections as it deems necessary to assure Seller's compliance with this PO. Boise will be supplied, as needed, data, drawings, specifications, test results, quality documentation, schedules, and other documents and information.    
  4. PRICE AND DISCOUNTS. The price set forth on the PO is not subject to escalation unless an escalation formula is expressly provided for on the face of the PO. If a prompt payment discount is provided for on the PO, the discount period begins when the Goods or invoices are received, whichever is later, provided the period will be extended for delays caused by errors in invoicing or good faith disputes over the accuracy of the invoice. Boise may, prior to making any payment due under this PO, require Seller to deliver lien waivers from itself and each of its subcontractors and materialmen for Goods previously delivered.      
  5. CHANGES. Changes may be made by Boise at any time in the character or quantity of Goods to be furnished hereunder by written change order signed by the same authority executing this PO for Boise. The price specified on the PO shall be adjusted pro rata if the change is in quantity, or by mutual agreement if the character or Goods or other terms are changed so as to increase or decrease the cost to Seller. Upon Boise's request, Seller shall provide satisfactory evidence from which adjustments based on cost can be determined.    
  6. DELAY. Time is of the essence to this PO. At the outset of any delay from any cause, including Force Majeure, Seller shall immediately notify Boise in writing of the delay or anticipated delay and shall undertake to shorten the delay by all reasonable means. If such delay is caused by Force Majeure, the costs of shortening the delays shall be paid by Boise to the extent such costs are attributed to action authorized by Boise. If the delay is from any other cause, Seller shall be solely responsible for the costs of overcoming delays.  
  7. FORCE MAJEURE. Neither party shall be liable for any delay or failure to deliver or accept any or all of the Goods where such delay or failure is caused by fire, flood, other act of God, act of war, labour disturbance, or other event beyond such party's control ("Force Majeure"). Where only a portion of Seller's capacity to perform is so impaired, Seller shall make a fair allocation of its remaining production among the various customers then under contract for similar Goods during the period. If this PO is for Goods to be used in the regular production of Boise's facility, Boise may at its option delete the undelivered goods from this PO or appropriately extend the time for performance of this PO.   
  8. INDEMNITY. Seller agrees to indemnify, defend, and hold harmless Boise, and any contractor, agent, or employee of Boise, from and against all claims, demands, losses, damages, actions, or liability of any kind, including legal fees, arising from the negligence or other breach of duty or violation of this PO by Seller, or those for whom Seller is responsible, in connection with this PO or the Goods supplied hereunder.    
  9. SITE WORK. If Seller is to perform any work, including supervision of installation, at the site of construction or at the office or on property of Boise, Seller shall carry at Seller's own expense: (a) such insurance for employees and workers as may be required by any workplace safety and insurance act or other applicable statute, law, regulation or ordinance; (b) contractor’s comprehensive general liability insurance, with limits for bodily injury and property damage of not less than $2,000,000 per occurrence, which policy shall include premises and operation coverage, blanket contractual coverage, owner's and contractor's protective coverage, and completed operations coverage; and (c) comprehensive automobile liability with limits for bodily injury and property damage of not less than $2,000,000 per occurrence, which policy shall include owned, nonowned, and hired autos. At Boise's request, Seller shall also carry explosion, collapse, and underground coverage under its comprehensive general liability policy and excess liability in amounts specified by Boise. Seller shall, prior to commencing work, provide Boise with certificates evidencing all such coverages from insurance companies acceptable to Boise. Such certificates shall (a) except for the workplace safety insurance, name Boise, its subsidiaries, affiliates, directors, officers, and employees as additional insureds with respect to liability, or any claims of liability, arising out of the work performed by Seller that affords the additional insureds that same coverage as if the additional insureds were the named insured. The parties intend this provision to be an express waiver of any immunity provided under any workplace safety and insurance act or other applicable statute, law, regulation or ordinance; (b) provide on its face that the policies it represents will not be terminated, amended, or allowed to expire without 30 days' prior written notice to Boise; and (c) provide on its face that the policies it represents contain severability of interests clause, generally providing, "the insurance afforded applies separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the company's liability."

    Seller hereby warrants and represents that it has inspected the work site and is familiar with all working conditions which exist there, including subsurface conditions, and that it has made due allowance for such conditions in its price calculation and estimate of time for completion. Unless otherwise instructed by Boise, Seller will provide for receipt, unloading, storage, and protection of all materials for the work whether such materials are purchased by Seller or Boise. Seller shall at all times keep the work site reasonably neat and clean and upon completion shall remove and dispose of all rubbish, trash, and refuse.

    Seller further warrants and represents that it has and will comply with all applicable federal, provincial and local statutes, laws, regulations, ordinances or other rules with respect to the transport, delivery, use, storage or generation of any substance or material that is prohibited, controlled or regulated by any governmental authority pursuant to any environmental statute, law, regulation, ordinance or other rule, including but not limited to, pollutants, contaminants, dangerous goods or substances, toxic or hazardous substances or materials, wastes (including solid non-hazardous wastes and subject wastes), petroleum and its derivatives and by-products and other hydrocarbons, all as defined in or pursuant to any such environmental law (referred to herein as "Hazardous Substances") (including the proper completion of any applicable label, form, data sheet or other documentation which may be required). Seller shall not generate any Hazardous Substance on site without prior written authorization from Boise. In the event Seller generates any Hazardous Substance, Seller must notify Boise of the type and quantity and arrange with Boise for proper storage or disposal, at Seller's sole expense.

    Seller shall at all times coordinate its work and cooperate with the forces of other contractors on the work site and Boise's own forces. Seller shall at all times conduct itself in a safe and prudent manner in compliance with all applicable federal, provincial, and local safety laws, rules, and regulations, and all safety rules of Boise, including Boise's drug and alcohol policy. Seller further agrees to provide all necessary and sufficient safeguards and to take all proper precautions against the occurrence of accidents, injuries or death or damages to any person or property. Seller's relationship to Boise under this PO shall be that of an independent contractor. Seller shall not be deemed to be or hold itself out to be the agent or employee of Boise for any purpose. 
  10. SHIPPING. Unless otherwise expressly provided, Seller shall be obligated to make delivery F.O.B. Boise's premises as designated. Seller will indicate plainly the PO number on all bills of lading, invoices, and freight bills. Each package or shipment must contain a memorandum showing Seller's name, contents of package, and PO number. Partial shipments must be identified as such on shipping memoranda and invoices. When shipping, Seller will make no declaration of value to carrier except where shipment is subject to released value rating. 
  11. INTELLECTUAL PROPERTY. Seller represents and warrants that the use or sale by Boise of the Goods supplied hereunder will not infringe on any patent, trade mark, licence, copyright or other intellectual property or industrial rights, and Seller agrees to indemnify and save Boise harmless against any costs, damages, claims or expenses, arising out of such infringement or alleged infringement. 
  12. CANADIAN STANDARDS. Seller warrants that in furnishing the Goods hereunder, all applicable Canadian standards (including federal, provincial, local or international standards with Canadian application) have been complied with at the time of delivery. When Goods purchased hereunder are to be manufactured or produced outside Canada or its territories, Seller shall furnish, at Boise's request, documents stating the foreign manufacturers' or producers' names and addresses and containing written assurances of compliance with applicable Canadian standards. 
  13. LAWS. Seller shall, in its performance of this PO, comply with all applicable federal, provincial and local statutes, laws, regulations, ordinances, or other rules. 
  14. FINAL ACCEPTANCE. On completion of this PO, Seller shall cooperate in carrying out any tests Boise deems necessary to determine the proper functioning and general performance of the Goods and, at its own cost, shall make any adjustments and changes required to the end that an efficient and fully operative project will result. Final acceptance by Boise will be conditional upon fulfillment of this requirement. 
  15. TERMINATION FOR CAUSE OR CONVENIENCE. In the event of default, bankruptcy, insolvency, or failure or inability of Seller to perform, Boise may terminate this PO for cause, and in the event of such termination, Boise shall pay Seller (a) the unit price for each item of Goods properly furnished and accepted prior to cancellation, plus (b) the salvage value of Goods in process of manufacture, including unused materials, which are identified to and being manufactured or fabricated specifically for this PO which shall be promptly delivered to Boise, but in no event shall the amount payable exceed the contract price, less the cost to Boise of completion or procurement of substitute conforming Goods, less other damages, and less any payments previously made. 

    Additionally, this PO is subject to cancellation at the option of Boise. Where the PO is cancelled for the convenience of Boise, Seller shall be paid (a) the unit price for each item of Goods properly furnished and accepted prior to cancellation, plus (b) the cost of Goods in process of manufacture, including unused materials, which are identified as being manufactured or fabricated specially for this PO which shall be promptly delivered to Boise, plus (c) overhead and profit allocable to specialized Goods in process of manufacture, but in no event shall the amount payable exceed the contract price, less any payments previously made. 
  16. CONFIDENTIALITY. Seller, on behalf of itself and its employees, agrees that any ideas, know-how, concepts, information, or processes received from Boise or created by Seller in connection with the performance of this PO shall be the property of Boise and shall be preserved in strictest confidence by Seller and shall not be used or disclosed by Seller to third persons except to the extent that such use or disclosure is necessary for the proper performance of this PO. If disclosure to third persons is necessary, Seller shall insure that such third persons hold such information in strictest confidence. 
  17. ASSIGNMENT. This PO and money due hereunder may not be assigned without prior written consent of Boise. Any attempted assignment without Boise's consent shall be void. 
  18. GOVERNING LAW. This PO shall be governed in all respects by and construed, performed and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. 
  19. DOMESTIC SALE OF GOODS LAWS. Boise and Seller agree that domestic sale of goods laws shall apply to this PO and not the United Nations Convention on Contracts for the International Sale of Goods. 
  20. MASTER CONTRACT. If this PO is issued as shipping instructions (and/or release document) pursuant to the terms of an existing contract between buyer and seller, this PO shall be governed exclusively by the terms of such existing contract. 
  21. HAZARD COMMUNICATION. In addition to any other requirements in this PO with respect to Hazardous Substances, Seller shall provide Boise with all documentation which may be required by any applicable federal, provincial or local statute, law, regulation, rule, ordinance or standard and shall label or package all Goods sold hereunder as may be required. Seller's failure to supply such documentation or to so label or package the Goods shall be deemed to constitute Seller's warranty, representation, and covenant that each of the Goods sold hereunder is exempt from such requirements. Seller shall notify Boise in writing in advance of the delivery or provision of any Goods sold hereunder if such Goods could reasonably be considered to be or contain Hazardous Substances. 
  22. MODIFICATIONS AND AMENDMENTS. No waivers, amendments, or modifications of any of the terms or conditions of the PO shall be valid unless reduced to writing and signed by both parties. The terms and conditions of this PO shall not be amended or modified by the course of performance or course of dealing between the parties. 
  23. MUTUALITY. All debts and obligations of Boise and Seller to each other are mutual and subject to setoff. For purposes of this paragraph, "Boise" and "Seller" shall be deemed to include each party's respective subsidiaries and affiliates which directly or indirectly control or are controlled by that party through 100% equity ownership.
  24. LANGUAGE. The parties hereto have expressly required that this Purchase Order and all documents, agreements and notices related hereto be drafted in the English language. Les parties aux présentes ont expressément exigé que le présent bon de commande et tous les autres documents, conventions ou avis qui y sont afferénts soient rédigés en langue anglaise.

    Revised April 2003

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