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Goods and Materials Terms and Conditions
1. “Goods” means the products, parts and other finished goods as set out in an Order (as defined herein). “Materials” means materials and other unfinished items as set out in an Order. The purchase of Goods and Materials set out in an Order are governed by these Standard Terms and Conditions for the Purchase of Goods and Materials (“Goods and Materials Terms and Conditions”), and the purchase order to which these are attached (“Order”) between RGL and the vendor indicated on the Order (“Vendor”). The Order is incorporated by this reference into these Goods and Materials Terms and Conditions and forms part of these Goods and Materials Terms and Conditions. The Order and these Goods and Materials Terms and Conditions shall survive the performance of the Order, and the termination or expiration of any agreement to which they are attached or referenced. Purchaser is RGL Reservoir Management Inc. (RGL).
2. By acceptance of an Order, Vendor agrees to these Goods and Materials Terms and Conditions included as part of the Order. Any performance by Vendor of any of the obligations under the Order or these Goods and Materials Terms and Conditions constitutes acceptance of the Order and these Goods and Materials Terms and Conditions.
3. Vendor represents and warrants that it shall provide only Goods and Materials of good quality, free of any faults or defects, and that all Goods shall be new and shall not include any repaired or refurbished items.
4. Vendor agrees to verify all dimensions by field measurement or other confirmation of details, and Vendor shall use only documents approved for manufacture, fabrication and construction of Goods by RGL or its authorized agent. Vendor shall be liable for any failure to conduct such verifications or use only such documentation, including but not limited to all rework and replacement Goods or Materials resulting from such failure, which shall be done at Vendor’s sole expense.
5. Vendor agrees to provide full quantity of Goods and Materials specified in the Order to the complete satisfaction of RGL, in its sole discretion. Vendor represents and warrants that all Goods and Materials shall conform to the specifications, requirements, documentations, or drawings, and any applicable contract documents for manufacture, design, specification, material and performance, all as identified or referenced in the Order. Vendor shall be responsible for all quantities and dimensions as specified in the Order and shall not substitute any items identified within the Order without permission of RGL, which may be withheld in its sole discretion.
6. Any additional details, equipment selection, or application of components or systems not part of the specifications, requirements, documentations, or drawings identified in the Order made by the Vendor must be approved in writing by RGL, including but not limited to any engineering professional designated by RGL. Approval of any such details, equipment selection, or application of components or systems not part of the specifications, requirements, documentations, or drawings shall not relieve Vendor for any errors or omissions in the foregoing. Not any engineering professional designated by RGL or any other RGL Representative (as defined herein) shall have any liability to Vendor or any third party by virtue of the Order of these Goods and Materials Terms and Conditions, or any act or omission of such RGL Representative or engineering professional.
7. Vendor acknowledges and agrees to provide all Goods and Materials, and services in strict accordance with all Federal, Provincial, and local rules, regulations, statutes, or ordinances (collectively the “Applicable Laws”) applicable to the parties and the Goods, and Materials.
8. Vendor shall obtain all permits, give notices, and pay any fees applicable to and as needed to provide all Goods and Materials requested in the Order. Vendor shall upon request, furnish inspection, testing and approval certificates as evidence that the Goods, Materials, and services supplied conform to all Applicable Laws. Vendor represents and warrants that all electrical components and systems must be CSA approved.
9. Where installation of Goods is required or could be reasonably contemplated, Goods and Materials shall be complete with all components and accessories to permit a completed installation, and where applicable, shall include the capability of balancing and adjustment to meet specified operating conditions.
10. Vendor shall submit one (1) electronic copy (pdf) of shop drawings for review by RGL. Revised shop drawings shall incorporate any review comments of RGL. Purchaser’s review is for conformity to concept, design and general arrangement only, and such review shall not relieve Vendor for any errors or omissions in such drawings or revised drawings. Vendor shall provide required modifications to the Goods and Materials to comply with such revised drawings.
11. Vendor shall provide one (1) electronic copy (pdf) of operating instructions and maintenance manuals for product, material and workmanship provided under this Order. Vendor shall further provide as-built drawings where product alterations have occurred after approval of shop drawings by RGL.
12. For one (1) year from the acceptance of the Goods and Materials Vendor shall at its cost, make good any defective Goods or Materials, or that fail to comply with any of the specifications, requirements, documentations, or drawings identified in the Order, or that otherwise fail to comply with any representation or warranty made in these Goods and Materials Terms and Conditions. This shall not preclude manufacturer warranties or warranties from Vendor of longer duration.
13. Vendor shall ship Goods and Materials in accordance with the schedule indicated in the Order or otherwise indicated in writing by RGL. Delivery shall be complete order, shipped DAP (Delivered At Place) at the location set out in the Order, in accordance with Incoterms 2010, unless specified otherwise in writing. If Vendor fails deliver the Goods and Materials in accordance with the Order and these Goods and Materials Terms and Conditions, RGL may recover such costs arising from failure to comply, or, at the option of RGL, terminate the applicable Order.
14. No Goods or Materials shall be shipped without pre-agreed price in writing by RGL’s authorized representative, or in accordance with pricing set out in the Order. RGL reserves the option to change quantities, design, drawings, specifications, delivery method and location. If changes affect cost or timing, RGL will adjust price or schedules equitably in its sole discretion. RGL has no obligation for Vendor costs, work in progress or completed Goods that have not been ordered.
15. Payment of specified prices shall constitute full compensation to the Vendor under the Order. Payment is due forty-five (45) days after acceptance of Goods and Materials and inspection and approval of invoice by RGL, unless otherwise provided in an Order or otherwise agreed upon in writing in advance. Payment may be discounted for incomplete or non-compliant Goods as determined by RGL in its sole discretion.
16. RGL reserves the rights to request proof of release of all liens and obligations as may be related to performance of this Order.
17. Goods and Materials that are not shipped as ordered may be returned to the Vendor without charge to RGL and at Vendor’s sole expense. All Goods and Materials delivered by the Vendor remain the sole responsibility of the Vendor until RGL’s authorized representative accepts the Goods and Materials in writing in accordance with the Order and these Goods and Materials Terms and Conditions.
18. All shipments shall carry the name of the Vendor, purchase order number, quantity, weight, contents, RGL, and if applicable, the project number, and Vendor represents that the packaging for the Goods and Materials shall be adequate for delivery to RGL and conform with any requirements in the Order and with industry standard practices. Charges for packing, marking or shipping are not allowed unless agreed upon in writing in advance. International shipments must indicate country of origin.
19. The Order and these Goods and Materials Terms and Conditions shall be construed in accordance with and governed in all respects by the laws of the Province of Alberta without regard to any conflicts of law principles that would result in application of laws of any other jurisdiction. The Courts of the Province of Alberta shall have exclusive jurisdiction over any dispute related to the subject matter of this Contract and the parties hereby submit and attorn to such jurisdiction governed by and interpreted.
20. The Order and these Goods and Materials Terms and Conditions contain the entire agreement between the parties and may not be modified or assigned without prior written agreement of RGL.
21. Time is of the essence.
22. No restricted Goods or Materials shall be shipped or form part of an Order without prior written approval of RGL.
23. Vendor shall defend, indemnify and hold RGL, its affiliates, and their respective directors, officers, employees, contractors, suppliers, agents and other representatives (“RGL Representatives”) harmless from any claims, losses, damages, and costs, including legal fees on a solicitor and own client basis, arising from: (i) any allegation that the Goods or Materials or use thereof, infringe, misappropriate or otherwise violate any third party’s Intellectual Property Rights; and (ii) any death, personal injury or damage to property caused by any act or omission of Vendor or its agents, contractors or representatives. RGL shall promptly notify Vendor in writing for any claim of indemnification (provided that the failure to provide such notice shall relieve Vendor of its indemnification obligations only to the extent that such failure prejudices Vendor’s ability to defend the claim). Vendor shall have sole control of the claim, its defense and all negotiations for its settlement or compromise and Vendor shall exercise such control in good faith and shall not enter any settlement that prejudices any RGL Representative’s rights under this Vendor without such RGL Representative’s written consent. RGL shall provide information and assistance reasonably necessary to permit the Vendor to defend any claim. For the purposes of these Goods and Materials Terms and Conditions, “Intellectual Property Rights” means: (i) rights associated with works of authorship throughout the world, including but not limited to copyrights, neighbouring rights, moral rights, and mask works, and all Derivative Works thereof; (ii) trade design and industrial design rights; (iii) integrated circuit topography rights; (iv) trade-mark and trade name rights and similar rights; (v) trade secret rights and rights in confidential information; (vi) patents, designs, algorithms and other industrial property rights, (vii) all other intellectual and industrial property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license, or otherwise; and (viii) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (including any rights in any of the foregoing).
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Terms & Conditions