The following terms and conditions (the “Terms and Conditions”) form an integral part of each purchase contract or order (the “Purchase Order”) entered into by PyroGenesis Inc. or any of its subsidiaries (“PyroGenesis”) for the performance by the supplier identified in the Purchase Order (the “Supplier”) of certain work (the “Work”) consisting of the sale and delivery of equipment, products or other goods (“Goods”) and/or the performance of certain services (the “Services”).
ACCEPTANCE:
Acceptance by the Supplier of the Purchase Order or shipment by the Supplier of any goods or performance by the Supplier of any Services called for by the Purchase Order shall be conclusive evidence of the Supplier’s acceptance of these Terms and Conditions, notwithstanding any proposals, modifications, amendments, or changes proposed by the Supplier (including those made after the Supplier’s receipt of the Purchase Order), except where explicitly accepted in writing by PyroGenesis.
INVOICING AND MARKING:
The Purchase Order number must be shown by the Supplier on all invoices, packages, shipping cases, bills of lading, express receipts and correspondence.
The following documentation and certificates must, where applicable, accompany each shipment: (a) manufacturers name, part number and serial number; (b) date code and /or inspection lot number; (c) certificate of compliance with traceability number and authorized signature; (d) quality report; (e) certificate of origin; (f) material safety data sheets; and/or such other documents as are specified in the Purchase Order.
SHIPMENT:
Deliveries shall be DDP PyroGenesis’ Montreal Quebec facility unless specified otherwise in the Purchase Order, and freight or express charges and insurance must be prepaid by the Supplier. Shipments must be in the quality and quantity specified in the Purchase Order unless otherwise agreed to in writing by PyroGenesis.
INSPECTION AND ACCESS:
All delivered goods remain subject to inspection and payment shall not constitute acceptance. To facilitate compliance with the Purchase Order and the expediting of the Work provided thereunder, the Supplier shall give PyroGenesis’ representatives, contractors, and designees access to the Supplier’s facilities and work upon reasonable request and at the cost of PyroGenesis. Any approval, review, or inspection by PyroGenesis or anyone on its behalf shall in no way relieve the Supplier from its obligations to comply with the requirements of the Purchase Order and these Terms and Conditions in every respect.
CANCELLATION:
PyroGenesis may cancel the Purchase Order at any time upon notice to the Supplier, in which event the Supplier shall immediately stop all Work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease Work. Subject to the terms of these Terms and Conditions, the Supplier shall be paid a percentage of the Purchase Order price reflecting the percentage of the Work performed prior to the notice of termination. The Supplier shall not be paid for any Work performed or costs incurred which reasonably could have been avoided.
If any Work is not delivered in accordance with the Purchase Order or these Terms and Conditions, PyroGenesis reserves the right, without prejudice to its other rights it may have, to cancel all or any part of the Purchase Order or return any delivered goods, the whole without any cancellation charge or penalty. In every such event, PyroGenesis shall have the right to purchase elsewhere the applicable Work and to recover all related additional costs and damages from the Supplier.
INTELLECTUAL PROPERTY:
The Supplier agrees that PyroGenesis shall be the owner of all inventions, technology, designs, and other information conceived, developed or otherwise generated in the performance of the Work by or on behalf of the Supplier. The Supplier hereby assigns and agrees to assign all right, title, and interest in the foregoing to PyroGenesis, including without limitation all copyrights, patent rights and other intellectual property rights therein. The Supplier warrants that the Work performed or delivered in connection with the Purchase Order will not infringe or otherwise violate the intellectual property rights of any third party. To the extent that any pre-existing inventions, technology, and other information or materials are used, included, or contained in the Work, the Supplier grants to PyroGenesis an irrevocable, nonexclusive, world-wide, royalty- free license to use for any purchase such pre-existing materials and to authorize others to do the same.
CHANGES:
PyroGenesis may at any time by written order make changes in one or more of the following: (a) drawings, specifications or samples; (b) method of shipment or packaging; (c) method of inspection, delivery or acceptance; or (d) time or times of delivery. If any such change alters the cost, delivery time, or other conditions for the Goods or Services set forth in the Purchase Order, the Supplier must notify PyroGenesis in writing within ten days following the Supplier’s receipt of the change notification. If the Supplier provides such notice to PyroGenesis, PyroGenesis shall have the option to agree to the Supplier’s alteration(s) or terminate the Purchase Order, which termination shall occur in conformity with the Cancellation section above. In the event that the Supplier intends to change the location of its facilities or where any Work is to be carried out, it must first notify PyroGenesis and the preceding sentence shall apply with respect to such change.
COMPLIANCE WITH LAWS AND ETHIC BEHAVIOUR:
The Supplier is expected to conduct itself in an ethical manner and must, at a minimum, perform all duties and expectations in compliance with all laws and regulations applicable to their business. Without limiting the generality of the foregoing, the Supplier must adhere to the anticorruption laws that govern operations in the countries in which it does business, such as the U.S. Foreign Corrupt Practices Act, and other similar laws prohibiting bribery and corruption in business dealings, respect national and international rules governing human rights, human trafficking, child labour, and conflict minerals, and adhere to all applicable export/import laws and regulations.
AWARENESS:
The Supplier shall ensure that all personnel involved in fulfilling the Purchase Order are made aware of their contribution to product or service conformity, their contribution to product safety, the importance of ethical behavior, and the prevention of counterfeit parts. The Supplier is responsible for communicating these expectations clearly within their organization and across all their sub-tier suppliers, thereby promoting awareness and accountability at all levels.
SUPPLIER PERFORMANCE MONITORING AND COMMUNICATION:
The Supplier acknowledges that PyroGenesis monitors and periodically reviews supplier performance to ensure continued compliance with Purchase Order requirements, product and service conformity, on-time delivery, quality performance, responsiveness, and overall supplier effectiveness.
Where performance concerns, non-conformities, delivery issues, or opportunities for improvement are identified, PyroGenesis may communicate such findings to the Supplier through supplier evaluations, corrective action requests, quality notifications, meetings, electronic communications, or other appropriate means.
The Supplier shall cooperate with PyroGenesis in addressing identified concerns and shall implement appropriate corrective actions when requested. The Supplier is encouraged to continuously improve its processes, quality management system, delivery performance, and operational effectiveness to support ongoing compliance with PyroGenesis requirements and customer expectations.
COUNTERFEIT PARTS:
The Supplier shall not deliver any counterfeit goods to PyroGenesis. To that end, the Supplier shall implement and maintain methods and processes appropriate to their goods to minimize the risk of introducing counterfeit parts and materials into deliverable goods. The Supplier commits to only deliver goods to PyroGenesis which have purchased directly from the original component manufacturer (OCM)/original equipment manufacturer (OEM), or through an OCM/OEM authorized distributor chain.
SUBCONTRACT:
The Supplier shall not subcontract, assign, or transfer the Work, the Purchase Order or any of its rights or obligations related thereto without the prior written consent of PyroGenesis.
The Supplier shall ensure that all applicable customer requirements including specifications, technical data, legal obligations, ethical standards, and any other criteria outlined in PyroGenesis’ purchasing specifications are effectively communicated and enforced throughout their supply chain, including sub-suppliers.
The Supplier must also notify PyroGenesis of any changes to processes, products, services, or external providers, and obtain written approval prior to implementation.
NONDISCLOSURE:
In the performance of the Work, PyroGenesis may disclose to the Supplier certain information of a confidential or proprietary nature, including, without limitation, any technical data, specifications, drawings, and other project, business, or financial information (“Confidential Information”). The Supplier shall keep secret, and not disclose to any third party, Confidential Information it becomes privy to. In the event that PyroGenesis and the Supplier enter into a separate non-disclosure agreement, the terms and conditions of that agreement shall apply but only with respect to the sharing, protection, and disclosure of confidential information.
WARRANTY:
The Supplier expressly warrants that all Work covered by the Purchase Order shall conform to the specifications, drawings, samples, or other descriptions defined in the Purchase Order or otherwise upon which the order is based, and that all Work shall meet applicable standards for product and service conformity and product safety. The Work shall be fit and sufficient for the intended purpose, merchantable, of good material and workmanship, and free from defects. All Work of the Supplier’s design will also be free from defects in design. Inspection, test, acceptance, payment, or use of the goods furnished hereunder shall not affect the Supplier’s obligations under this warranty, which shall survive inspection, test, acceptance, payment, and use.
This warranty shall remain in effect for the benefit of PyroGenesis as well as its successors, assigns, customers, and end-users of the Work. Upon notification of any breach of the above warranties, including breaches of product conformity and product safety requirements, the Supplier shall, at PyroGenesis’ option, promptly replace or correct the non-conforming or unsafe Work or refund the purchase price thereof, in each case without expense to PyroGenesis. If the Supplier fails to promptly take such corrective action, or in the case where urgent corrective action is required, PyroGenesis may undertake (itself or through a third party) any corrective action, including replacing or repairing any Work, and charge the Supplier for any costs and damages incurred by PyroGenesis.
CONTROL OF SUPPLIER DOCUMENTATION:
All documentation generated for manufacturing and operational processing of PyroGenesis’ Purchase Order must be retained by the Supplier for a duration appropriate to the nature of the product, material, and applicable customer specifications or regulatory requirements. Disposal or elimination of any such documentation must be authorized in writing by PyroGenesis to ensure traceability and compliance even after the retention period has ended.
INDEMNIFICATION:
The Supplier shall defend, indemnify, and hold harmless PyroGenesis, its officers, directors, employees, consultants, agents, affiliates, successors, permitted assigns and customers from and against all losses, costs, claims, causes of action, damages, liabilities, and expenses, including attorney’s fees, all expenses of litigation and/or settlement, and court costs, arising from any act
or omission of the Supplier in the performance of any of its obligations relating to the Work or the Purchase Order.
MISCELLANEOUS:
Any provision hereof which is contrary to law will not invalidate any other provision hereof. The Purchase Order shall be governed and interpreted in accordance with the laws of the province of Quebec (Canada). Any disputes brought in respect of the Work, the Purchase Order, or these Terms and Conditions must be brought before a court of competent jurisdiction in Montreal, Quebec.