Purchasing

• Grand River Cooperative Procurement Group (GRCPG)  
• Ontario Education Collaborative Marketplace (OECM) 
• Local Authority Services (LAS) 
• Ministry of Government Services (MGS) 
• Middlesex-London Health Unit 
• Kinetic GPO 
• Canadian Collaborative Procurement Initiative 
• Sourcewell
• Canoe Procurement Group of Canada  

Norfolk County reserves the right to participate in other buying group procurements not identified above at their sole discretion. 

Part 1 – Interpretation

1.0 Defined Terms

When used in the Contract, the following words or expressions have the following meanings:

“Owner” shall mean the Corporation of Norfolk County
“Contractor” herein is also referred to as a “Supplier” and/or a “Vendor” and shall 
mean the person or firm to whom the award is made and is identified on the face of the Purchase Order

Part 2 – General Terms and Conditions

2.0 Documentation 

Prior to the commencement of any work, repair and/or installation being provided to or on 
County property, current documentation as requested and as applicable to the scope of the 
work must be provided to Norfolk County.

2.1 Acceptance

In accepting this Order, it is understood that the Vendor agrees to all terms and conditions 
related to it.

2.2 Variations

No variation to these Terms & Conditions will be recognized, unless such variation has been 
authorized in writing by the purchasing authority. 
2.3 Laws and Regulations
The Vendor shall comply with relevant federal, provincial and municipal regulations and bylaws pertaining to the Work and its performance. The Vendor shall be responsible for 
insuring similar compliance by its suppliers and subcontractors. This Purchase Order shall 
be construed according to the Laws of the Province of Ontario.
2.4 Accessibility for Ontarians with Disabilities Act, 2005 (AODA)
Prior to the commencement of any work on property of Norfolk County, the Contractor shall 
furnish evidence of compliance with the requirements of Section 7 and 80.49 of Ontario 
Regulation 191/11, Integrated Accessibility Standard Regulation, under the Accessibility for 
Ontarians with Disabilities Act, 2005 (AODA).
2.5 Patents
The Contractor agrees to indemnify and save harmless the Owner from any claim or action 
from the alleged infringement of any patent or trademark or infringement of copyright as a 
result of the use or sale of these goods.
FO-172
Rev. 04/20
Page 2 of 5 
2.6 Plans
If there is a formal Contract between the Vendor and the County that refers to plans or 
specifications the same shall be deemed to be incorporated in and be part of this Order and 
any plans, blueprints, patterns, etc. furnished bythe County to the Vendor shall not be 
published or disclosed by the Vendor to any other person or corporation and shall be 
returned to the County upon completion of this Order.
2.7 Delay
In the event of delay in delivery or services, the Owner may terminate the contract and hold 
the Contractor responsible for any damages.
2.8 Cancellation
Failure to comply with specifications and Terms and Conditions of this Order, or to deliver 
material in accordance with Vendor’s promise shall be grounds for cancellation by the 
County without penalty.
2.9 Force Majeure
Neither party shall be liable for damages caused by delay or failure to perform its obligations 
under the Contract where such delay or failure is caused by an event beyond its reasonable 
control. The parties agree that an event shall not be considered 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 the Contract 
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, the parties agree that force 
majeure events shall include natural disasters and acts of war, insurrection and terrorism, 
pandemics, epidemics, emergencies, including public health emergencies; but shall 
not include shortages or delays relating to supplies or services. If a party seeks to excuse 
itself from its obligations under this Contract due to a force majeure event, that party shall 
immediately notify the other party of the delay or non-performance, the reason for such delay 
or non-performance and the anticipated period of delay or non-performance. If the 
anticipated or actual delay or non-performance exceeds fifteen (15) business days, the other 
party may immediately terminate the Contract by giving notice of termination and such 
termination shall be in addition to the other rights and remedies of the terminating party 
under the Contract, at law or in equity.
Part 3 – Relationship Between the County and the Vendor
3.0 Assignment
No assignment of this Contract shall be made by theVendor without the written Consent of 
the County.
3.1 Supplier/Contractor/Consultant Evaluations
The Contractor should be aware that the County has in place a rating system to evaluate the 
Contractor’s performance throughout the length of the Contract. The evaluation is a tool to 
provide feedback to the Contractor on its performance. It will also be used as a reference 
when requested by other municipalities or agencies. Copies of the completed evaluation 
form will be forwarded to the Contractor. Blank copies for the Contractor’s information are 
available upon request from the County.
FO-172
Rev. 04/20
Page 3 of 5 
Part 4 – Performance by the Vendor
4.0 Warranty
All Goods must carry a minimum one-year warranty from time of receipt at the County or 
time of installation or time of acceptance, whichever is later.
4.1 Equipment 
New and repaired equipment, equipment on loan, and equipment on trial, must pass 
inspections for safety, performance and compliance with manufacturer’s specifications prior 
to acceptance. The warranty period, if any, shall begin on the date that incoming inspection 
is passed. New Equipment and Equipment on trial must also be provided with a minimum of 
two complete user manuals including instructions for use, warnings of potential hazards, 
parts lists, schematics, and service and maintenance requirements. Payment to Vendors will 
not be authorized until these conditions are fulfilled.
4.2 Delivery
The receipt of Goods by a carrier shall not be deemed to be receipt by the County, and the 
title to the Goods shall not pass to the County until they are delivered at their destination to a 
staff member or agent of theCounty. 
4.3 Inspection
The County will receive Goods shipped but reserves the right to inspect the same after 
delivery and to return all or any portion of it at the Vendor’s expense if found to be defective, 
damaged or not in compliancewith the requirements of this Purchase Order, including any 
specifications and/or drawings.
4.4 Shipment
Time of delivery shall be of the essence in this Order and failure of the Vendor to deliver all 
or any part of the Goods/Services ordered at the time or times specified shall confer on the 
County the right to cancel this Order at its option without penalty. Quantities received in 
excess of quantities specified may be returned at the Vendor’s expense if not agreed upon 
by the County.
4.5 Packing Slip 
Packing slips must accompany each shipment. The County Purchase Order number must 
appear on all packing slips.
4.6 Supplier Unloading, Placing or Installing Responsibility
Where the Vendor is responsible for unloading and placing or installation of goods and has 
not so arranged, the County is authorized to undertake this work at the expense of the 
Vendor and the County will not be responsible for any damage to the Goods resulting from 
such action on the part of the County.
FO-172
Rev. 04/20
Page 4 of 5 
4.7 Shipments from outside Canada
For shipments from outside Canada, properly certified customs invoices should be emailed 
to Norfolk County at the time shipment is made. A copy of customs invoices is to 
accompany the shipment with the bill of lading.
4.8 Signature
Signature must be obtained from a County employee for all deliveries, including the 
employee’s name clearly printed.
4.9 Value Declaration
The Vendor will be held liable for any loss resulting from an improper value shown on 
shipping papers
4.10 Hazardous Goods
Goods must be transported by the Contractor or Contractor’s agent in accordance with all 
relevant federal and provincial legislation covering the handling and transportation of all 
hazardousand dangerous goods.
4.11 Material Safety Data Sheets (MSDS)
For each controlled product ordered, an MSDS conforming to the Workplace Hazardous 
Materials Information System (WHMIS) 2015 legislation must accompany each shipment of 
the Goods. 
Part 5 – Payment for Deliverables
5.0 Pricing
Unless otherwise stated, the prices quoted on this Purchase Order shall be payable in 
Canadian funds; FOB Norfolk County, Ontario, Canada and shall include any Excise Taxes 
and applicable duty. All applicable taxes such as the Harmonized Sales Tax, if applicable, 
shall be shown extra and separately. Unless otherwise stated, the price shown on this 
Contract shall include all necessary packaging and shipping costs to the point shown as the 
destination of the Goods. Any variance from this price must be negotiated and prior approval 
in writing by the Manager or designate. 
5.1 Lump Sum Payment
Unless otherwise stated in writing, terms of payment shall be net 30 days from the date of 
receipt of the invoice or net 30 days from receipt of goods or completion of work as 
determined by the Manager or designate, whichever is later.
All invoices must be submitted to accounting@norfolkcounty.ca by the Vendor and must 
reference the purchase order number and include the amount invoiced, exclusive of HST. 
HST and all other applicable taxes shall be shown separately.
5.2 Extras
No charges for extras will be allowed unless they have been ordered on this purchase order 
or by a change order issued by the Manager or designate.
FO-172
Rev. 04/20
Page 5 of 5 
Part 6 – Insurance and Indemnification
6.0 Insurance 
The Vendor shall put into effect commercial general liability insurance, in a form 
acceptable to the County, with the County listed as an additional insured, including a 
cross‐liability clause or endorsement, a 30 day notice of cancellation provision and 
products and complete operations coverage. The Vendor will also put into effect such
other additional insurances as required by the County. The Vendor shall provide the 
County with evidence of insurance upon request. 
6.1 Mutual Indemnification
Each Party hereby agrees to indemnify and hold harmless the County, its employees, and 
authorized agents (collectively, the “Indemnified Parties”) from and against any and all liability, 
loss, costs, damages and expenses (including legal, expert and consultant fees), causes of 
actions, claims, demands, lawsuits or other proceedings, (collectively, “Claims”), by 
whomever made, sustained, incurred, brought or prosecuted, including Claims for third party 
bodily injury (including death), personal injury and property damage, in any way based upon 
or occasioned by the negligence or willful misconduct, whether by act or omission, of the 
Contractor, its subcontractors or their respective directors, officers, agents, employees, 
partners, affiliates, volunteers or independent contractors in the course of performance of the 
Contractor’s obligations under, or otherwise in connection with, the Contract. The Contractor 
further agrees to indemnify and hold harmless the Indemnified Parties for any incidental, 
indirect, special or consequential damages, or any loss of use, revenue or profit, by any 
person, entity or organization, including, without limitation, Norfolk County, claimed or 
resulting from such Claims. The obligations contained in this paragraph shall survive the 
termination or expiry of the Contract. 
6.2 Workplace Safety and Insurance Board (WSIB)
Where applicable, the Vendor will forward to Norfolk County every ninety (90) days during 
the Term:
a. a valid Certificate of Clearance from the Workplace Safety and Insurance Board 
each time work is to be conducted on the County’s premises , or
b. proof of Independent Operator status (for those not included in the “Class G: 
Construction List”, as of January 1, 2013), or
c. proof of “Employer by Application” status.