1.1 Unless amended by change order or the mutual written agreement of the Seller and Takeda Canada Inc. (hereinafter referred to as the "Purchaser"), this purchase order shall be governed by the terms and conditions set forth in this procurement document (hereinafter also referred to as this "contract' or this "agreement" or this "document").
1.2 This contract shall not be assigned or sublet by the Seller, without the prior written consent of the Purchaser.
1.3 The validity, interpretation, construction, performance and enforcement of this contract and any dispute connected herewith shall be governed by and construed in accordance with the laws of the Province of Ontario, without regard to its conflict of laws principles. It is specifically agreed by the parties that the United Nations Convention on Contracts for the International Sale of Goods is not applicable to this Agreement. The Parties shall attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario in the city of Toronto.
Unless otherwise specified, all prices set forth in the relevant purchase order shall include all packing and transportation costs, and are not subject to escalation. Any price reductions occurring after the issuance of this document and before delivery of the goods and or services shall apply.
3.1 All deliveries of goods and or services shall be made by the delivery dates set forth herein
3.2 Delivery shall not be complete until the goods and or services are received by the Purchaser. All title to, risk of loss or damage to the goods shall be with the Seller, until they are accepted by the Purchaser.
3.3 The Purchaser shall have the right to reject all goods and or services which do not comply with the terms of this contract and the Seller shall be responsible for all costs associated with the return of any rejected goods. The Purchaser shall have the option to require the return of any payments made for rejected goods and or services, or to receive replacements.
Subject to the Purchaser's other rights hereunder, and reasonable notice, the Purchaser shall have the right to inspect goods while they are being fabricated.
In addition to all other implied or express warranties or conditions, the Seller agrees that the goods and or services shall conform with the applicable descriptions, specifications or samples, shall be of good and merchantable quality, fit for the known purpose for which they are purchased, shall be free and clear of all liens, encumbrances or security interests which would conflict with the conveyance of absolute title to the Purchaser and shall be manufactured, delivered or performed in compliance with all applicable laws.
6.0 Intellectual Property Rights
The Seller warrants that the use or sale of the goods and or services purchased hereunder shall not infringe any intellectual property rights, including patents, trade- marks, industrial designs or copyrights. The Seller agrees to defend, at the Seller's own risk and expense, and to indemnify and hold the Purchaser harmless in respect to all lawsuits, actions and proceedings brought against the Purchaser for alleged or actual infringement of any intellectual property rights relating to the goods and or services purchased hereunder.
The Seller shall indemnify and hold the Purchaser harmless against any liability, damages, injury, costs or legal fees on a solicitor and client basis that the Purchaser may incur due to the Seller's breach of this contract, the Seller's breach of any applicable law or any tortuous act or omission caused by the Seller, its employees, agents, servants, contractors or subcontractors.
8.0 Confidential Informatio
The Seller shall hold all confidential information disclosed hereunder by the Purchaser in confidence and shall not disclose such information to any third party without the prior written consent of the Purchaser.
10.1 Without limiting the Purchaser's other rights and remedies, the Purchaser may terminate this contract and the Seller shall refund all payments made by the Purchaser hereunder in the following circumstances:
(a) the Seller is in breach of any terms and conditions of this procurement document including the failure to deliver by any of the specified dates;
(b) the Seller ceases to conduct business in the normal course;
(c) a proceeding under the applicable bankruptcy or insolvency legislation is brought against the Seller;
(d) an execution is filed against the Seller or a receiver is appointed or applied for on behalf of the Seller or
(e) an assignment is made by the Seller for the benefit of its creditors.
10.2 The Purchaser may terminate this contract at any time on 24 hours prior notice to the Seller and the Purchaser's sole and exclusive liability to the Seller shall be to pay all reasonable costs incurred up to the date of cancellation with respect to the supply of goods and or services in process at the date of cancellation and the reasonable costs of cancelling any commitments made in connection therewith by the Seller. In no event shall the payments made by the Purchaser under section 10.2 exceed the purchase price. The Seller shall deliver any undelivered goods, whether completed or partially completed, and the results of any services performed, upon receipt of any payments under this section.
In the event that services are supplied to the Purchaser, the individuals supplying such services shall in no event be construed to be employees or agents of the Purchaser.
12.0 Title and Progress Payments
Notwithstanding any other terms of this agreement, at the Purchaser's option, title to any work-in-process, finished work of materials associated with the work to be performed shall vest in the Purchaser in the event that progress payments are made hereunder. Prior to the delivery of the said goods, all risk of loss or damage shall be with the Seller. The Seller agrees to carry adequate insurance to cover such loss with a loss payable endorsement and waiver of subrogation in favour of the Purchaser. The vesting of title shall not constitute acceptances and shall not relieve the Seller of its obligation to perform in conformity with this contract.
The waiver of any default hereunder shall not be a waiver of any subsequent default.
In the event any provision hereof shall be deemed invalid or void in whole or in part by any court of competent jurisdiction, the remaining terms and provisions of this agreement shall remain in full force and effect.
15.0 Anti -Corruption
In performing Services for Purchaser, Seller and its employees and agents: (i) shall not offer to make, make, promise, authorize or accept any payment or giving anything of value, including but not limited to bribes, either directly or indirectly to any public official, regulatory authority or anyone else for the purpose of influencing, inducing or rewarding any act, omission or decision in order to secure an improper advantage, or obtain or retain business; and (ii) shall comply with all anti-corruption and anti-bribery applicable laws and regulations (including the Canadian Corruption of Foreign Public Officials Act (the “CFPOA”) or the U.S. Foreign Corrupt Practices Act (the “FCPA”), that may be applicable to one or both parties to the agreement. Seller and its employees and agents shall not make any payment or provide any gift to a third party in connection with Seller’s performance of this agreement except as may be expressly permitted in this agreement, without first identifying the intended third-party recipient to Purchaser and obtaining Purchaser’s prior written approval. Seller shall notify Purchaser immediately upon becoming aware of any breach of Seller’s obligations under this Clause. Seller shall require each employee and agent of Seller who will perform services pursuant to this agreement to participate in any anti-corruption training reasonably required by Purchaser.