LaPrarie Group New Vendor Information Form

PURCHASE ORDER GENERAL TERMS AND CONDITIONS

LAPRAIRIE CRANE (ALBERTA) LTD.
LAPRAIRIE WORKS INC.
LAPRAIRIE WORKS OILFIELDS SERVICES INC.
CANADIAN SILICA INDUSTRIES INC.
NORTHLAND FLEET SERVICES LTD.
LAPRAIRIE ROCK PRODUCTS INC.
LAPRAIRIE MANAGEMENT INC.
hereinafter collectively called “The LaPrairie Group of Companies”

1. The Vendor and its representatives agree to directly sell to and invoice exclusively The LaPrairie Group of Companies (“LGC”) for all goods and services ordered by LGC and its bona fide members (as defined below) throughout the duration of the present Agreement. For the purpose of this Agreement, “bona fide member” means a duly authorized representative of LGC, an affiliated company of LGC or any of its subsidiaries, any LGC procurement group member or any other persons or entities designated in writing from time to time by LGC to be a “bona fide member.”

2. Should a new bona fide member join LGC, the Vendor agrees to supply the new member with all the products and services it manufactures, provides and or distributes, to directly invoice LGC and, in the case of an already established location, to transfer to LGC invoices regarding orders made prior to its joining LGC including orders not delivered, the whole in accordance with the terms and conditions of the present Agreement.

3. The Purchase Order General Terms and Conditions replaces and revokes all previous writing and all offers, proposals, negotiations, representations, agreements and communications between the parties, oral or written, and constitutes the entire Purchase Order General Terms and Conditions between the parties as to its object. It may be amended only by a writing executed by each of the parties.

4. A purchase order constitutes LGC’s offer to the Vendor and shall become a binding contract upon the terms and conditions stated in this purchase order upon acceptance by the Vendor by any expression of acceptance, or commencement of performance, or delivery of goods, whichever occurs first. Any terms and conditions proposed by the Vendor in acknowledging or accepting LGC’s offer which are different from or in addition to the terms set forth in this purchase order shall not be binding upon LGC and shall be void and of no effect, except to the extent expressly accepted in writing by LGC’s authorized procurement representative(s).

5. In the event the Vendor issues an order confirmation or other instrument covering the subject matter of this Agreement, it is understood and agreed that such instrument is for Vendor’s internal use and shall not affect this Agreement in any way.

6. The Vendor agrees that the terms and conditions of the present Agreement shall prevail in those instances where they may differ from or not be shown on either LGC or the bona fide LGC member’s purchase order; nevertheless, should the purchase order stipulate a special Agreement providing a lower price or terms and conditions more favorable to LGC than those set by the present Agreement, the said purchase order shall prevail but only concerning these terms, all other terms and conditions shall remain as set forth herein.

7. All invoices must be received by LGC within a maximum period of 60 days following receipt of goods and or services after which LGC will be under no obligation to pay such invoices.

8. The Vendor hereby expressly consents and authorizes LGC, at its discretion, to deduct and/or offset from payments to the Vendor all rebates, contributions and/or any other discounts, as specified in this or other Agreement between the parties which the Vendor has not paid to LGC.

9. G.S.T. / P.S.T. / H.S.T.
a) As per this Agreement, all purchasing parameters relating to rebates and discounts (including but not limited to volume rebate) are to be calculated on the basis of the total amount of the invoice received less the sales tax and the product discount herein above mentioned (“Net Cost”).
b) All discounts granted to volumes and/or other discounts are strictly applicable on the net cost of those products, as defined above, save and except anticipation payments which apply to the total of the invoice. LGC will add the G.S.T. to all rebates or discounts deducted at payment when applicable.
c) In order to simplify document procedures, LGC requires that all Vendors indicate clearly and separately on all invoices, the G.S.T., H.S.T. and the P.S.T. portion.

10. All invoices sent directly to any party other than a bona fide member of LGC shall constitute a violation of this Agreement and may result in the cancellation of same at the sole discretion of LGC, in which case LGC shall be free from all payments due to the Vendor.

11. The Vendor releases LGC from all liabilities regarding (i), the payment of any invoices issued to a bona fide member leaving the LGC within five (5) working days following the date on which LGC has notified the Vendor of the departure of a LGC member and (ii), the payment of invoices following delivery of goods or services to a bona fide member of LGC which was not pre-authorized by LGC when such pre-authorization was required by LGC.

12. The Vendor, at its expense, shall perform or cause to be performed all tests on goods required by Health Canada, Canadian Standards Association, or any other product safety commission having jurisdiction and any other federal, provincial or territorial governmental body or regulatory agency having jurisdiction. Further, the Vendor shall maintain documentation of such testing for a period of not less than three years indicating that all applicable tests have been administered and passed. The Vendor shall make available at LGC’s request the right to inspect and make copies of all records maintained by the Vendor regarding such testing.

13. All of the products, services, prices, terms, warranties, and benefits granted by the Vendor herein are comparable to or better than the equivalent terms being offered by the Vendor to any present customer. If the Vendor shall, during the term of this Agreement, enter into arrangements with any other customer providing greater benefits or more favorable terms, this Agreement shall thereupon be deemed amended to provide same to LGC.

14. The Vendor warrants the goods and services purchased herein do not infringe any patents, trademarks, designs or copyrights and covenants, and agrees to indemnify and protect LGC, its successors, assigns, customers and users of its goods, against any claim or demand based upon any such infringement and, after notice, to appear and defend LGC at its own expense any suits arising there from.

15. The Vendor shall make available at LGC request, Material Safety Data Sheets (MSDS) as required pursuant to the Occupational Safety and Health Administration as well as in accordance with federal, provincial and territorial laws.

16. The Vendor shall obtain and provide to LGC upon request all registration numbers, license or similar numbers required by any applicable federal, provincial and territorial law and shall otherwise ensure that all goods purchased complies with all applicable federal, provincial, or territorial law concerning labeling or any other matter whatsoever.

17. Any work performed by a vendor at a LGC owned or controlled facility will be at the expense of the Vendor to include labour, materials and equipment unless specified by LGC otherwise. The Vendor shall keep such premises and work free and clear of ongoing LGC operations and provide any certificates, affidavits, or waivers as deemed necessary by prevailing law. The Vendor shall be deemed an insurer and shall be responsible for the products final acceptance.

18. Any tool, pattern, die, or equipment furnished or paid for by LGC and used to make any article or part supplied under any Order shall be used solely to produce such an article or part for LGC exclusively. Any data, drawings, specifications, tool, die, pattern, equipment or information concerning LGC’s business shall be held by the Vendor in strict confidence. Upon termination of all orders relating to these items and for any reason all such items including copies shall be immediately presented to LGC.

19. The Vendor agrees:
a) that LGC may transmit via electronic mail any notice or missive to the electronic mail (“email”) address appearing herewith (the Vendor may change their email address as long as LGC is given a written notice – the change will then be effective the 5th business day following receipt of a duly signed proof of delivery by an authorized LGC representative);
b) that any LGC written notice may be computer produced and does not require an LGC representative’s signature;
c) Unless otherwise provided by applicable law, all electronic Communications that LGC may provide will be deemed to be received by the vendor on the day that the email communication was sent.
d) that in the event of a legal proceeding arising out of this Agreement, only the transmission will be required by LGC without having to rely on any additional proof of receipt. This transmission will be an irrefutable proof of receipt by the Vendor on the date shown therein.

20. Transportation of Goods
a) In the event the Vendor does not use one of the carriers defined by LGC, LGC will be free from paying any costs incurred by the Vendor for transport.
b) If the Vendor has agreed to provide transport on a prepaid basis, the Vendor is responsible for all costs thereof including insuring the goods, the whole at no expense to LGC.

21. The Vendor agrees to protect, defend, hold harmless and indemnify LGC, its affiliates, franchisees, parents, successors and assigns, and each of their respective directors, officers, employees, agents and representatives from and against all liabilities, damages, judgments, orders, fines, dues, demands, costs and expenses (including legal, expert and witness fees in connection therewith) arising out of or in any way related to:
a) The death or injury to person or damage to property suffered by any person, resulting from or claimed to have resulted from the use of or any alleged defect in any goods, services, or any pallets or other transport or display devices provided by or at the direction of the Vendor, or from the failure of any goods to comply with specifications or drawings relating thereto or with the warranties of the Vendor, arising by law or expressly set out herein;
b) A breach of any of the Vendor’s obligations or warranties or a misrepresentation of any of the Vendor’s representations hereunder;
c) Any act or omission by the Vendor that constitutes the willful misconduct or negligence of the Vendor;
d) The actual or alleged violation of any law relating to any goods or to the manufacture, purchase or sale thereof or the destruction or other disposition of goods;
e) The actual or alleged infringement of any intellectual property rights relating to the goods and or services or any design, drawings, photographs, data or other documents or materials associated with the goods and or services, including liability for passing off, copyright infringement, trade mark infringement, patent infringement and infringement of industrial design;
f) The failure of the Vendor to provide instructions and information related to the goods and or services or the incompleteness or inaccuracy of any such instructions or information;
g) Any actual, contingent or alleged lien, claim, or encumbrance of any nature or kind relating to any goods.

22. The Vendor certifies that it maintains commercial general liability insurance coverage at its own expense, from a company or companies satisfactory to LGC. This coverage should include, but not limited to, product liability and completed operations coverage with a 24-month indemnity period, and should contain contractual liability coverage. The policy must contain a cross liability clause and must not contain any exclusions for work done by sub-contractors or sub-trades. The limit of liability must be for a minimum of $5,000,000 for bodily injury, death and property damage both per incident and in the aggregate. The policy of insurance shall name LGC, its affiliates and franchisees as additional insured parties and the Vendor must provide 30 days written notice to LGC in the event of any material change in or cancellation of the Policy. It is the Vendor’s responsibility to provide the LGC Procurement Department with proof of insurance by way of a copy of the policy or a Certificate of Insurance evidencing insurance coverage upon request.

23. Vendors shipment of any Product or Part, or provided service or partial service shall conclusively constitute the Vendors unconditional acceptance of this order and the terms and conditions herein.

24. The Vendor must limit communication made to field location to shop-specific and location-specific issues only. All general communication must be made through the LGC corporate office.

25. The Vendor agrees that it will not offer employment, hire or otherwise engage the services of any person who is, or has been within the preceding 90 days, employed by LGC.

26. The Vendor and LGC agree that the terms and conditions, and all information pertinent to the present Agreement must be kept strictly confidential and shall under no circumstances be divulged to anyone.

27. These terms and conditions apply to all Vendors equally and indiscriminately for the duration of the present Agreement.

28. The Vendor and LGC have agreed that this Agreement shall be drawn up in English. Les parties ont demandé que cette convention soit rédigée en anglais.

29. This Agreement is governed by and construed in accordance with the laws of the Province of Alberta and the parties hereto irrevocably attorney to the jurisdiction of the Courts of the judicial district of Calgary, Alberta.

To our Valued Vendor Partners,

In line with our company’s continued efforts to improve our procurement processes, we would like to you to please take note of the following policy that has been in effect for all vendors conducting business with any company that fall under the LaPrairie Group of Companies (LGC) since October 1, 2015:

• All Purchase Order (PO) numbers issued by an LGC entity contain a Prefix. The prefix used denotes a specific company and are assigned as Number series (1000’s, 2000’s, etc)
• A Purchase Order must be obtained prior to the release of good(s), or commencing of work(s)
• A valid Purchase Order number must be obtained in order for any invoices to be paid
  • Invoices without a Purchase Order Number will not be processed or paid
• Purchase Order numbers issued to our vendors, or referenced by our vendors in their invoices not following the established format and sequence will be considered invalid
• The Purchase Order Number must be printed (electronically) on the vendor invoice
• An invoice must be submitted to Accounts Payable directly by the Vendor to Calgary Head Office
  • Invoices not sent to the Calgary office will be considered as not received
  • Invoices must be clearly marked with the LaPrairie Company Name
•  Payment days will be listed on the Purchase Order
  • Payment days will be listed on the Purchase Order
• Ship To locations will be specified on the PO Copy

LaPrairie Head Office:
702 – 505 2nd Stree SW
Calgary, AB
T2P 1N8
(403) 767-9942

If you have any questions on this policy, or wish to confirm if the PO number issued is valid, please contact procurement@laprairiegroup.com.