These Standard Terms & Conditions (hereinafter “Terms & Conditions") govern the legal relationships of Athabasca Catering Limited Partnership with its Suppliers who supplies goods, services and quotations to the company. The services contracted to ACLP are based exclusively on these Terms & Conditions unless, in individual cases, expressly conflicting Terms & Conditions are agreed between the buyer and the supplier. The supplier’s General Terms & Conditions will not be recognised, even if not expressly rejected. These Terms & Conditions apply to all current and future business relationships between ACLP and its suppliers. Buyer in the context of this document refers to Athabasca Catering Limited Partnership (ACLP).

1 - Orders may be placed as follows: Delivery schedule (electronic/per fax), e-procurement, purchase orders, written order forms. In addition, buyer reserve the right to introduce other ways to order at any time.
2 - The supplier must confirm all orders within 2 weeks, in writing, or unconditionally execute the order (Acceptance). A delayed acceptance is deemed to be a new offer by the supplier and requires buyer’s acceptance.
3 - If the order conformation differs from the original order, the supplier must explicitly point out such difference. A contract will only come into being if buyer have agreed to such difference(s) in writing.

1 - Inasmuch as nothing has been agreed to the contrary, the suppliers ‘prices’ are fixed prices, including any statutorily valid PST/GST, and include delivery to/provision of service at buyer’s Site Locations; the prices take into account all the supplier’s costs, in particular the costs for freight & packing, equipment & vehicle costs, contingencies, travelling time, overtime and/or performance payments.
2 - If the nature of the packing and shipping are not expressly agreed, the supplier is obligated to select the customary packing and shipping method which is most cost-effective from buyer’s point of view.
3 - Those payment conditions included in the individual orders apply. If no payment conditions are included in an order, 30 days are deemed agreed. The payment term begins as soon as the delivery has been completed or the service provided in full and the properly issued invoice has been received. If the supplier has to provide material tests, test logs, quality documents or other documentation, that provision is a condition for the completeness of the delivery and service.
4 - In principle, the order forms/order confirmations to be used are those prescribed by buyer. All order confirmations, delivery documents and invoices deviating therefrom must show buyer’s order number, the item number in the order, the article number and the delivery quantity. Should one or more of those details be missing and consequently, within the framework of buyer’s normal business procedures, delay the processing, then the payment term provided for under buyer’s payment conditions may be extended by the length of the delay.
5 - Buyer’s unconditional payment of the invoiced amount does not represent an acknowledgment of the supplier’s delivery or service as conforming to the contract.

1 - Agreed dates and deadlines are binding on the supplier. Early deliveries are not permissible.
2 - The supplier is obligated to inform buyer without delay if circumstances arise or are indicated whereby the delivery and/or performance date – regardless of the reasons – cannot be met. An agreement to a revised date suggested by the supplier does not involve an extension of the contractually agreed delivery/performance deadline. Claims for compensation or other statutory or contractual claims with respect to late delivery remain reserved.
3 - Buyer have the right, in the event of delivery or performance delays and after issuing a prior written warning, to levy a contractual penalty of 1 % of the value of the order for each started week of delay, up to a maximum of 5 % of the total value of the order. The supplier is entitled to prove that buyer have incurred lesser or no damage; the amount will be reduced or cancelled accordingly. The assertion of additional claims arising under these Terms & Conditions or statutory claims remains reserved. The contractual penalty is to be set off against any damage caused by delay which the supplier is obliged to compensate.
4 - Buyer shall be wholly or partially released from our obligation to accept the ordered delivery or service in the event of a delay in performance due to force majeure, and shall be entitled to withdraw from the contract inasmuch as the delay in the delivery or service due to force majeure – from a commercial point of view is no longer viable. Strikes, lock-outs and/or a supply failure are not force majeure events, unless the supplier can prove that he was unable to avert the event concerned.
5 - Subject to prior agreement, the supplier is entitled to make partial deliveries in proper notice.
6 - For supplies which include installation or assembly, and for services, risk is transferred to buyer upon acceptance and/or completion of the service; for deliveries not including installation or assembly, with their receipt at the agreed destination.

1 - Buyer reserves the copyrights to all orders and contracts as well as the drawings, illustrations, calculations, specifications and other documents placed at the disposal of the supplier. The supplier may neither make these accessible to third parties nor publish them, utilise them or allow third parties to do so or duplicate them without buyer’s explicit consent. The supplier shall return these documents and possible copies in full number without requiring prior request from buyer as soon as these are no longer required in the regular course of business, or when negotiations do not lead to the conclusion of a contract.
2 - Tools, equipment and models which are place at the disposal of the supplier or which are fabricated for the contractual purposes and are invoiced separately by the supplier remain buyer’s property or pass over into buyer’s property. Such items are to be identified as buyer’s property by the supplier, are to be stored with all due care, are to be safeguarded against any danger whatsoever, and are only to be utilised in line with demands arising in connection with the contract. The supplier will inform buyer without any delay whatsoever about any damage incurred, be it minor or major. The supplier is committed, upon prior demand, to relinquish these items to in good condition if they are no longer required to fulfil the contracts concluded.
3 - Buyer do not recognize any extended or prolonged reservation of property. A simple reservation of ownership will in this respect only be accepted as far as it allows buyer to sell, process and mix the delivered goods in the scope of regular business operations.

1 - Incoming goods will be subject to an inspection as far as reasonable in the normal course of business. Physical defects or quantitative deviations in the goods which are detected during the incoming goods inspection will be notified by buyer no later than 4 working days following delivery. If a (not apparent during the incoming goods inspection) physical defect or quantitative deviation is discovered later, such physical defect or quantitative deviation will be notified by buyer to the supplier within 4 working days of its discovery, at the latest.
2 - Within the statutory time limits, beginning with the transfer of risk or, if an acceptance is provided for, buyer’s acceptance of the service, the supplier assumes the warranty for the conformity of the specifications with the contract and the freedom from defect, as well as the obligatory defect-free functionality of the supplies or services.
3 - Buyer is entitled to the statutory claims with respect to defects which arise during the warranty period.
4 - An acceptance or approval of submitted samples or tests does not involve a waiver of any of buyer’s claims under a warranty.

1 - Should a third party suffer bodily injury or physical damage as a result of a defect in goods provided by the supplier, the supplier must, upon first demand, release buyer from all liability inasmuch as the cause of the damage lies within the supplier’s control and organisational sphere, and he is himself liable to the third party.
2 - Within the framework of supplier’s liability in cases of damage within the meaning of 7.1, the supplier is further liable to reimburse all buyer’s expenses arising from or in connection with a recall action initiated by buyer. Buyer will – as far as possible and reasonable – notify the supplier of the nature and scope of such recall and give supplier the opportunity to comment. Further statutory claims remain unaffected.
3 - The supplier must carry out state of the art quality controls and, on demand, provide proof thereof. The supplier must provide a quality control system in accordance with applicable standards (ISO), or as contractually provided for or, at our wish, enter into an appropriate quality assurance agreement.

1 - The supplier is liable for ensuring that the goods and services being supplied are free of any third-party industrial protection rights which could restrict or preclude their use in accordance with the contract.
2 - The supplier is obligated, upon buyer’s first demand, to release buyer from all claims asserted by third parties for the infringement of industrial or intellectual property rights as per 8.1 above. This release obligation also covers the assumption of all expenses incurred by buyer in connection with claims by third parties.

With the ending of the contract, all the user rights granted by buyer to the supplier and all relevant documentation and reproductions, all notes/documents/stored information based thereon and/or other data carriers are, at buyer’s choice, to be handed over or, insofar as originals are not involved, destroyed.

1 - Inasmuch as any contract contains nothing to the contrary, the supplier undertakes to maintain strict confidentiality with respect to buyer and buyer customers‘ operational and business secrets and other technical and business information of which he becomes aware within the framework of the implementation of this contract, to impose a corresponding duty of confidentiality on his employees and sub-contractors and to only make use of information subject to confidentiality in connection with the implementation of the contract.
2 - The confidentiality obligation does not cover information which (a) was verifiably in the public domain at the point in time of the disclosure; (b) to whose use or disclosure the other party in each case had expressly consented, in writing; (c) whose disclosure was required in order to fulfill obligations under the contract; or (d) whose disclosure was prescribed by statute or by order of the authorities.
3 - The confidentiality obligation under this 10 continues after an ending or unraveling of this contract for as long and as far as one of the conditions referred to in 10.2 above with respect to such information has not been met.
4 - The supplier may not refer to buyer’s business relationship and/or delivery items made for buyer in advertising material, brochures, etc., without buyer’s prior written consent.

1 - The supplier is not entitled to assign claims arising from the contractual relationship to third parties. If the transaction is a commercial one for both parties, then the assignment is nevertheless valid. However, buyer may continue to make payments to the supplier as a previous creditor, with binding effect.
2 - The supplier may only exercise set-off against claims which are undisputed or legally enforceable.

The supplier, his employees and sub-contractors must observe buyer’s ethical rules.

1 - The place of performance is the destination named by buyer for the supplies and services
2 - The conclusion of the contract, as well as later contractual amendments and supplements, including deviations from these Terms & Conditions, must be in writing. This also applies to amendments to this written form clause. Inasmuch as not otherwise statutorily regulated, E-mails are not considered as being written from compliant.
3 - If the supplier is a merchant, a legal entity or a special fund under public law, then the exclusive jurisdiction for all disputes arising from or in connection with contracts between the supplier and buyer is Saskatoon. However, buyer is entitled to assert claims against the supplier at a general place of jurisdiction.
4 - These Terms & Conditions and contracts concluded between buyer and the supplier are subject to the laws of Canada, excluding references to private international law and the UN Convention on Contracts for the International Sale of Goods (CISG).
5 - Should one or more of the provisions of these Terms & Conditions be or become invalid, contain an impermissible time limit or a gap in the regulations, then the overall validity of the Terms & Conditions will be unaffected. Insofar as the invalidity does not arise from an infringement of the rules governing the application of the General Terms & Conditions, the invalid provision is agreed to have been replaced by a valid provision which comes closest to the commercial wishes of the parties. The same applies in the event of a gap in the regulations. In the event of an impermissible time limit, the legally permitted standard shall apply.