All goods and services requests of up to $120,000 must follow the following general terms and conditions.


The terms of the contact between the Town and contractor are comprised of the Town's purchase order or request for quotation (RFQ), including all documents incorporated by reference therein and includes the contractor's proposal/quote to the extent there are no conflicts with the Town's purchase order, RFQ and these terms.

Notwithstanding the Town's act of accepting a quote, or paying for Goods and Services (which includes all resulting deliverables), all terms and conditions which are contained in any other document submitted by contractor whether as part of the contractor's proposal or otherwise, such as an order acknowledgement, invoice, standards or online terms or other such document, are hereby expressly rejected and superseded by the contract regardless of the content of such other document.

Failure by the Town to object to any conflicting provision in contractor's documents is not a deemed acceptance of such provision, or a waiver of the provisions of the contract. In the event of any conflict of inconsistency among these General Terms and Conditions and any other term on other documents forming part of the contract, these Terms and Conditions shall govern.

These General Terms and Conditions may only be excluded or amended by written agreement signed by a duly authorized representative of the Town explicitly referencing an intention to accept the conflicting term(s).


Contractor shall provide the services of the persons named in the contractor's proposal (if any), together with any additional personnel necessary to perform the work and provide the Services required under this contract. Should Contractor, at any time, be unable to provide the services of the named persons or should at any time the required qualifications of named personnel be lost such that they no longer meet the required qualifications to provide the Services, Contractor shall be responsible for providing replacements with at least the same level of skill and experience and that meet the qualifications requirements.

In such cases, Contractor shall notify the Town's representative in writing and provide:

  • the reason for the removal of the named person from the project
  • the name of the proposed replacement
  • an outline of the skills and experience of the proposed replacement

To the extent applicable, the notice will be sent at least seven days in advance of the date upon which the replacement is to commence work. Such replacements will be subject to the written approval of the Town.

The Town may order the removal of any personnel (whether or not named in the proposal) on reasonable grounds, including without limitation, a violation of the Town's applicable workplace policies, and Contractor shall immediately remove the person from the work and shall secure a replacement.

Working on Town property

Contractor shall comply with all Town policies applicable to parties working on Town property; shall be responsible for any damage to Town property or equipment caused by Contractor personnel (including subcontractor personnel); and shall be responsible for clean-up of Contractor's work site and the proper disposal of materials, including without limitation packaging or waste. Contractor shall in all cases obtain a pre-approval in writing from the duly appointed Town representative prior to storing any Contractor materials, including equipment or tools, on Town property.

Storage of Contractor material on Town property is at the Contractor's sole and exclusive risk. The Town is not responsible for any damage to, or loss of, Contractor's material while stored on Town property.

Prices, payment and invoicing

Unless otherwise specified in the Contract, all prices are in Canadian dollars and are the maximum prices to be charged for the Goods and Services. Any maintenance services and unique parts and consumable items required in connection with Goods must be offered by Contractor at a price that is not higher that Contractor's published prices at the time that the Contract is executed (where not published, then at commercially reasonable and competitive prices) and must not increase until completion of the project or, where the Contract is for a defined term, then for the term of the Contract.

Where no Contract term is specified, then prices must not increase for at least the 12-month period following the effective date of the Contract. Thereafter, such prices must not increase more than the percentage increase in Canadian Consumer Price Index in any 12-month period.

Payment of invoice must be made within 30 days from the later of:

  • the Town's receipt of a proper of invoice
  • acceptance of the Goods or Services in accordance with acceptance provisions set out below

Where applicable, a transportation bill of lading must be attached to each invoice. The Town may reduce or set off against any amount due to Contractor, such sums as are reasonably necessary to cover non-performance, indemnity or liability of Contractor in relation to the Contract. Invoices are to be submitted to the attention of:

Town of Orangeville
87 Broadway
Orangeville, Ontario, L9W 1K1

Invoices must also include Contractor's GDT or HST and applicable PST registration numbers. Unless otherwise agreed, Contractor must complete the Town forms and other measures, as required to enable payment by electronic funds transfer. The Town is not liable for any Services performed or Goods delivered in excess of those required by the Contract unless expressly agreed in writing in advance.


The prices set out in the Contract are exclusive of Canadian GST/HST and PST (if applicable) and inclusive of any other taxes, duties, fees (including brokerage fees) and levies that may be imposed on Contractor by Canadian law or a non-Canadian jurisdiction.

Where any payments due under the Contract are subject to any Canadian legislated deduction, withholding or similar tax, the Town shall deduct or withhold the necessary amount unless Contractor provides proper documentation from a competent government authority relieving the Town of its withholding obligations prior to payment being made.

The Town will not pay GST/HST or PST unless such taxes have been so identified on the invoices submitted to the Town Contractor. Contractor's invoices will not be returned or adjusted by the Town to correct errors or omissions in Contractor's tax calculations or tax assumptions.

Time of essence/delivery dates

Time is of the essence in the Contract. Contractor shall notify the Town as soon as it becomes aware that it cannot meet the agreed delivery dates for Goods or Services. In the event of a delay, Contractor shall, at no additional cost to the Town, employ accelerated measures such as premium transportation costs or labour overtime to ensure the Goods or Services are delivered on or before the revised delivery date.

In the event a delay in delivery or a new delivery date proposed to Contractor is not acceptable to the Town, acting reasonably, in addition to any other rights and remedies that may be available to the Town at law, the Town may cancel the Contract without any liability whatsoever.


Where applicable, and unless otherwise specified herein, Contractor shall ship the Goods Delivery Duty Paid (DDP-Incoterms, 2020), to place of destination specified by the Town in the Contract, using the most direct and economical means. A packing slip must accompany each shipment indicating the Contract number. Title of the Goods will pass to the Town upon acceptance by the Town as set out in these terms. In the event of loss or damage during shipping, Contractor shall be required to promptly ship replacement Goods, at Contractor's cost.

Inspection and acceptance

The Town shall have 10 business days following receipt to inspect and accept the Goods and Services. Where the Town discovers defective or non-conforming Goods or Services, the Town may at its option and without prejudice to any other rights or remedies it may have hereunder or at law:

  • at Contractor's expense, return Goods for a refund, credit, repair or replacement
  • obtain a price reduction or re-performance of non-conforming Services

No payment shall be owed for the Goods or Services unless and until the Town has accepted the Goods or Service.


Contractor represents and warrants that any Services will be performed in a good manner and of a quality at least equal to that generally accepted in the industry for similar work; that the Goods are not subject to economic sanctions, will be new and of current production and that, for a period of one year or such longer warranty period as may be specified in the Contract, following the Town's acceptance, the Goods will be:

  • merchantable, of satisfactory quality
  • free from defects in design, material and workmanship
  • conform to and perform in accordance with specifications, drawings and samples accepted by the Town

Goods or Services failing to comply with applicable warranties will be, at the Town's option:

  • returned for a full refund or credit of amounts paid by the Town for the defective Goods
  • repaired
  • replaced
  • re-performed by Contractor using alternate personnel if instructed by the Town
  • rejected by the Town, at no cost or expense to the Town and with any shipping and transportation costs and risk of loss and damage in transit borne by Contractor

Repaired and replaced Goods or re-performed Services shall be warranted as set forth in this Section. The above warranties, together with any additional Contractor warranties, survive inspection, test, acceptance of and payment for the Goods or Services. Unless otherwise specified on the face of the Contract, if an additional warranty-related obligation (e.g., manufacturer's warranty) sets a warranty time period or warranty standard that is not consistent with a warranty time period or warranty standard set out in this Section, Contractor shall comply with the longest time period and highest standard.


The Town may, at any time upon written notice to Contractor, cancel, terminate, suspend performance of, or issue a hold on (collectively Termination), the Contract, in whole or in part, for any reason including:

  • for cause
  • for the Town's convenience

If the Town cancels or terminates the Contract for convenience, all work completed by the Contractor to the satisfaction of the Town, and all authorized work in progress as of the termination date will be paid for by the Town in accordance with the provisions of the Contract. The Contractor will not be entitled to payment for work completed or authorized work in progress if the Town suspends performance of or issues a hold on the Contract unless and until the Town cancel or terminates the Contract for its convenience.

Upon a termination or cancellation for convenience, or any work-in-progress shall be paid on the basis of Contractor's costs incurred in the preparation of such work-in-progress to the date of termination on subject to Contractor providing reasonable evidence of such costs. The Town shall in no event be liable to pay a total amount exceeding the Contract value. The Town will have no further liability or obligation whatsoever to Contractor for any Termination.

Any breach of the Contract by Contractor will entitle the Town to immediately cancel or terminate the Contract without liability to the Contractor whatsoever and without any prejudice to the other rights and remedies the Town may have.

In the event of a termination for cause, the Town shall have the right to appoint a third party to complete the Services or supply the remaining Goods and Contractors shall be liable for the additional costs incurred by the Town in connection with such re-procurement and for the completion of work.

Governing law and competent court

The construction, interpretation and performance of the Contract are governed by the applicable laws of the Province of Ontario and Canada, without regard to conflicts of laws principles. The parties expressly exclude applicable of the United Nations Convention on Contracts for the International Sale of Goods.

Any and all disputes between and the Town and Contractor that ensue from the Contract will be submitted to a competent court of the Province of Ontario, without prejudice to the Town's right to submit a dispute to the court that would be competent absent this clause.

Liability and insurance

Each party agrees it is responsible to any third party for injury or losses that the third party may suffer to the extent such party to the Contract caused them. Contractor is liable to the Town only for:

  1. all damages and costs (including legal fees) resulting from claims of intellectual property infringement
  2. all damages and costs (including legal fees) for personal injury, including death, caused by Contractor, its employees, agents or subcontractors (collectively “Contractor and Assigns”)
  3. all direct damages for loss of or physical harm to tangible property and real property caused by Contractor and Assigns
  4. all damages and costs (including legal fees) for breach of confidentiality
  5. any other direct damages caused by Contractor and Assigns in relation to the Contract, including re-procurement costs incurred by the Town, up to a maximum for this Section (e) of the greater of: (i) one million dollars (CDN$1,000,000) or (ii) the highest limit of insurance coverage to be maintained by the Contractor as specified in the RFQ.

Contractor shall not be liable to the Town for special, indirect or consequential damages except in relation to (a), (b), and (d) above. Contractor shall defend the Town at Contractor's cost where the Town requests. Contractor agrees to furnish, upon request by the Town, evidence of comprehensive general liability insurance with minimum limits of One Million (CDN $1,000,000) Dollars and higher limits, as specified in the RFQ. All insurance policies must name the Town as an additional insured.

In no event shall the Town be liable to contractor for special, consequential, incidental, exemplary or indirect costs, lost production or profits, lost opportunity, expenses or damages including without limitation, litigation costs arising from any cause whatsoever, even if advised of the possibility of such costs or damages or even if such costs or damages are alleged to arise from negligent acts, omissions or conduct of the Town. In no event shall the Town's liability exceed the dollar value of the contract.

Intellectual property

In exchange for the consideration provided to Contractor hereunder, the Town will:

  • have free title to and all ownership interest in the Goods or Services (which, for greater certainty, includes deliverables) delivered except for pre-existing software provided that it is acknowledged that the Town is hereby granted a perpetual, paid-up, royalty free, irrevocable licence to such software
  • own all intellectual property rights in any documents, software or other information developed for the Town and delivered hereunder

Contractor agrees to execute any assignment, conveyance or any other assurance necessary to give effect to this Section and shall ensure that the Town has supporting technical documentation and a licence to any other materials delivered by Contractor hereunder sufficient to allow the Town to have the intended use of the materials.

Confidentiality, privacy and publicity

All specifications, drawings, patterns, samples and other information furnished to Contractor in connection with the Contract will be used solely for the purpose of carrying out the work and for no other purpose; will remain the property of the Town; and be returned or destroyed at the Town's request at the expense of Contractor. This Contract and information issued, used or disclosed in connection with the work are confidential and may be classified as to the degree of precaution necessary for their safeguarding. Contractor shall at all times take all measures reasonably necessary, including those set out in any instructions issued by the Town, for the protection of same. Contractor shall not use the Town's name in any public statement or publicize the fact the parties are doing business, without the prior written consent of the Town. Contractor agrees that all personal and security sensitive information disclosed by the Town, or managed, accessed, collected, used, retained, created or disposed of in order to fulfill the requirements of the Contract will at all times be stored on segregated, stand-alone information systems in Canada.

Contractor records

Contractor shall keep proper accounts and records of costs and expenditures in connection with the Contract including paid invoices for a period of seven years following the expiration or termination of the Contract and shall make them available to the Town upon request, for audit and inspection at any time. Where such audit or inspection discloses an overpayment by the Town, the Town shall have a right to set off the amount of such overpayment against future Contractor invoices issued pursuant to this or any other Contract and, to the extent that the Town's right of set-off is not exercised or not adequate to cover such overpayment, Contractor shall be responsible for repaying such overpayment.

Freedom of Information and Privacy

Proponents to be aware that all information distributed and collected with respect to the procurement process is subject to the Municipal Freedom of Information and Protection of Privacy Act or any other applicable information or privacy legislation.


Contractor is an independent contractor and not an agent or employee of the Town. Contractor shall at all times comply with applicable laws. Nothing in this Contract grants Contractor the right to exclusively provide the Goods or Services. The Town shall at any time have the right to engage alternate or supplemental parties to perform the same or similar Services or provide the Goods at any time. Any delay by the Town in the exercise of any right or remedy provided herein shall in no event be deemed to be a waiver of such right or remedy. To be valid, any waiver by the Town must be made in writing expressly referencing the Contract. A valid waiver of any right or remedy herein will in no event be deemed to:

  • constitute a waiver of such right or remedy arising in the future
  • operate as a waiver of any other right or remedy

If any provision of the Contract is held to be invalid or unenforceable by a judicial or regulatory authority, the meaning of such provision shall be construed, to the extent feasible, so as to render the provision enforceable. If no feasible interpretation would save the provision, it shall be severed, and the remainder shall not be affected and shall be enforced as nearly as possible according to its original terms and intent. The Town may assign its rights and obligations under the Contract without requiring any notice to or consent from Contractor. Contractor may not assign or transfer any right or obligations hereunder without the prior written consent of the Town. Contractor shall be liable for its subcontractors' compliance with the Contract. A copy or electronic version of this document will have the same force and effect as the original document. The parties have agreed that this document be prepared in the English language.