Purchasing

• Grand River Cooperative Procurement Group (GRCPG)  
• Ontario Education Collaborative Marketplace (OECM) 
• Local Authority Services (LAS) 
• Ministry of Government Services (MGS) 
• Middlesex-London Health Unit 
• Kinetic GPO 
• Canadian Collaborative Procurement Initiative 
• Sourcewell
• Canoe Procurement Group of Canada  

Norfolk County reserves the right to participate in other buying group procurements not identified above at their sole discretion. 

Clauses Applicable to all Norfolk County Request for Quotation (RFQ), Invitational Request for Quotation (IRFQ), Invitational Request for Tender (IRFT) and Modified Request for Proposal (MRFP) 

Norfolk County’s procurement processes are governed by the County’s Policy CS-02: Purchasing Policy. 

It is the Bidder’s responsibility to become familiar with and comply 
with Norfolk County’s Purchasing Policy.

Definitions

For the purposes of these Terms and Conditions,  
 
“Bidder” shall mean a prospective Vendor who has submitted a proposal or a bid in response to a bidding opportunity for the purchase of Supplies or Services and as referenced in Purchasing Policy CS-02 shall mean an arms-length party that submits a Bid. 
 
“Bid” shall mean a submission from a prospective Vendor in response to a request for the purchase of Supplies or Services issued by the County.

1.1 Withdrawal of Bid

A Bidder who has already submitted a bid may submit a further bid at any time up to the official closing time. The last bid received will supersede and invalidate all bids previously received from that Bidder. 
 
1.2 Stages of Evaluation 
 
The County will conduct the evaluation of bids in the following stages: 
 
1.2.1 Stage I – Mandatory Submission Requirements 
 
Stage I will consist of a review to determine which bids comply with all of the mandatory submission requirements. Bids that do not comply with all of the mandatory submission requirements as of the Submission Deadline will, subject to the express and implied rights of the County, be disqualified and not evaluated further. 
 
1.2.2 No Amendment to Forms 
 
Other than inserting the information requested on the mandatory submission forms set  
 
out in the RFQ, IRFQ or MRFP, a Bidder may not make any changes to any of the forms. Any bid containing any such changes, whether on the face of the form or elsewhere in the bid, shall be disqualified. 
 
1.2.3 Stage II – Mandatory Technical Requirements 
 
Stage II will consist of a review to determine which bids comply with all of the mandatory technical requirements. Bids that do not comply with all of the mandatory technical requirements as of the Submission Deadline will, subject to the express and implied rights of the County, be rejected. 
 
1.2.4 Stage III – Pricing 
 
Stage III will consist of a review of the submitted pricing of each compliant bid in accordance with the Schedule of Items and Prices. The evaluation of price will be undertaken after the evaluation of mandatory requirements has been completed. 
 
1.2.5 Selection of Lowest Compliant Bidder (RFQ and IRFQ) 
 
Subject to the County’s reserved rights, the compliant Bidder with the lowest pricing will be selected to enter into the Agreement in accordance with the following section. In the event of a tie, the successful Bidder will be determined by way of a coin toss. 
 
Selection and award may be subject to Council approval and budgetary restrictions. 
 
1.2.6 Selection of Top-Ranked Proponent (MRFP) 
 
Subject to the reserved rights of the County, the top-ranked Proponent will be selected to enter into the Agreement in accordance with Notice to Proponent and Execution of Agreement section within the bid document. 
 
1.2.7 Equivalency of Prequalified Submission (IRFQ) 
 
Bidders to acknowledge that the qualifications of project team and sub-consultants must be deemed equivalent to the prequalification submission in the sole discretion of the County should there be any substitutions required. 
 
1.3 General Information and Instructions 
 
1.3.1 RFQ, IRFQ and MRFP Incorporated Into Bid  

All of the provisions of this RFQ, IRFQ or MRFP are deemed to be accepted by each Bidder and incorporated into each bid. A Bidder who submits conditions, options, variations or contingent statements to the terms as set out in this RFQ, IRFQ or MRFP, including the terms of the Agreement, either as part of its bid or after receiving notice of selection, may be disqualified.

1.3.2 Bidders to Follow Instructions 
 
Bidders should structure their bids in accordance with the instructions in this RFQ, IRFQ or MRFP. Where information is requested in this RFQ, IRFQ or MRFP any response made in a bid should reference the applicable section numbers of this RFQ, IRFQ or MRFP. 
 
1.3.3 Bids in English 
 
All bids are to be in English only. 
 
1.3.4 No Incorporation by Reference 
 
The entire content of the bid should be submitted in a fixed form, and the content of websites or other external documents referred to in the bid but not attached will not be considered to form part of its bid. 
 
1.3.5 Past Performance 
 
In the evaluation process, the County may consider the Bidder’s past performance or conduct on previous contracts with the County or other institutions. 
 
1.3.6 Information in RFQ, IRFQ or MRFP Only an Estimate 
 
The County and its advisers make no representation, warranty or guarantee as to the accuracy of the information contained in this RFQ, IRFQ or MRFP or issued by way of addenda. Any quantities shown or data contained in this RFQ, IRFQ or MRFP or provided by way of addenda are estimates only, and are for the sole purpose of indicating to Bidders the general scale and scope of the Deliverables. It is the Bidder’s responsibility to obtain all the information necessary to prepare a bid in response to this RFQ, IRFQ or MRFP. 
 
1.3.7 Bidders to Bear Their Own Costs 
 
The Bidder will bear all costs associated with or incurred in the preparation and presentation of its bid, including, if applicable, costs incurred for interviews or demonstrations. 
 
1.3.8 Bid to be Retained by the County 
 
The County will not return the bid or any accompanying documentation submitted by a Bidder.

1.3.9 No Guarantee of Volume of Work or Exclusivity of Contract 
 
The County makes no guarantee of the value or volume of work to be assigned to the successful Bidder. The Agreement will not be an exclusive contract for the provision of the described Deliverables. The County may contract with others for goods and services the same as or similar to the Deliverables or may obtain such goods and services internally. 
 
1.4 Communication after Issuance of RFQ, IRFQ or MRFP 
 
1.4.1 Bidders to Review RFQ, IRFQ or MRFP

Bidders shall promptly examine all of the documents comprising this RFQ, IRFQ or MRFP, and shall report any errors, omissions or ambiguities. Bidders may direct questions or seek additional information by using the Submit a Question button, on or before the Deadline for Questions. All questions submitted by Bidders shall be deemed to be received once submitted questions have entered into the the County Contact’s email inbox. No such communications are to be directed to anyone other than the RFQ, IRFQ or MRFP contact, and the County shall not be responsible for any information provided by or obtained from any source other than the RFQ, IRFQ or MRFP contact. It is the responsibility of the Bidder to seek clarification from the RFQ, IRFQ or MRFP on any matter it considers to be unclear. The County shall not be responsible for any misunderstanding on the part of the Bidder concerning this RFQ, IRFQ or MRFP or its process. 
 
If and wherever in the specifications a brand name, make, name of any manufacturer, trade name or vendor catalogue number is mentioned, it is for the purpose of establishing a grade or quality of material only, unless specified otherwise. Since the County does not wish to rule out other competition and equal brands or makes, APPROVED EQUALS will be considered. If a product other than that specified is bid, it is the vendor's responsibility to name such product within the bid and to prove to the County that said product is equal to or exceeds the specifications and to submit brochures, samples and/or specifications in detail on item/s bid. The County shall be the sole judge concerning the merits of bids submitted. 
 
1.4.2 All New Information to Bidders by Way of Addenda 
 
This RFQ, IRFQ or MRFP may be amended only by addendum in accordance with this section. If the County, for any reason, determines that it is necessary to provide additional information relating to this RFQ, IRFQ or MRFP, such information will be communicated to all Bidders by addenda. Each addendum forms an integral part of this RFQ, IRFQ or MRFP and may contain important information, including significant changes to this RFQ, IRFQ or MRFP. Bidders are responsible for obtaining all addenda issued by the County.

1.4.3 Post-Deadline Addenda and Extension of Submission Deadline 
 
If the County determines that it is necessary to issue an addendum after the Deadline for Issuing Addenda, the County may extend the Submission Deadline for a reasonable period of time. 
 
1.4.4 Verify, Clarify and Supplement 
 
When evaluating bids, the County may request further information from the Bidder, or third parties in order to verify, clarify or supplement the information provided in the bid. The response received by the County shall, if accepted by the County, form an integral part of the bid. 
 
1.5 Notification and Debriefing 
 
1.5.1 Notification to Other Bidders  

Once the Agreement is executed by the County and a Bidder, the other Bidders may be notified in writing and shall be notified by public posting in the same manner that this RFQ, IRFQ or MRFP was originally posted of the outcome of the procurement process. 
 
1.5.2 Debriefing 
 
Bidders may request a debriefing after receipt of a notification of the outcome of the procurement process. All requests must be in writing to the RFQ, IRFQ or MRFP Contact and must be made within sixty (60) days of such notification. 
 
1.5.3 Procurement Protest Procedure 
 
If a Bidder wishes to challenge the RFQ, IRFQ or MRFP process, it should provide written notice to the RFQ, IRFQ or MRFP Contact. The notice must provide a detailed explanation of the Bidder’s concerns with the procurement process or its outcome. 
 
1.6 Conflict of Interest and Prohibited Conduct 
 
1.6.1 Conflict of Interest

For the purposes of this RFQ, IRFQ or MRFP, the term “Conflict of Interest” includes, but is not limited to, any situation or circumstance where: 
 
 a. in relation to the RFQ, IRFQ or MRFP process, the Bidder has an unfair advantage or engages in conduct, directly or indirectly, that may give it an unfair advantage, including but not limited to (i) having, or having access to, confidential information of the County in the preparation of its bid that is not available to other Bidders, (ii) communicating with any person with a view to influencing preferred treatment in the RFQ, IRFQ or MRFP process (including but not limited to the lobbying of decision makers involved in the RFQ, IRFQ or MRFP process), or (iii) engaging in conduct that compromises, or could be seen to compromise, the integrity of the open and competitive RFQ, IRFQ or MRFP process or render that process non-competitive or unfair; or 

b. in relation to the performance of its contractual obligations contemplated under a contract for the Deliverables, the Bidder’s other commitments, relationships or financial interests (i) could, or could be seen to, exercise an improper influence over the objective, unbiased and impartial exercise of its independent judgement, or (ii) could, or could be seen to, compromise, impair or be incompatible with the effective performance of its contractual obligations. 

1.6.2 Disqualification for Conflict of Interest 
 
The County may disqualify a Bidder for any conduct, situation or circumstances, determined by the County, in its sole and absolute discretion, to constitute a Conflict of Interest as defined above. 
 
1.6.3 Disqualification for Prohibited Conduct 
 
The County may disqualify a Bidder, rescind a notification of selection or terminate a contract subsequently entered into if the County determines that the Bidder has engaged in any conduct prohibited by this RFQ, IRFQ or MRFP. 
 
1.6.4 Prohibited Bidder Communications 
 
Bidders must not engage in any communications that could constitute a Conflict of Interest and should take note of the Conflict of Interest declaration set out in the Submission Form. 
 
1.6.5 Bidder Not to Communicate with Media 
 
Bidders must not at any time directly or indirectly communicate with the media in relation to this RFQ, IRFQ or MRFP or any agreement entered into pursuant to this RFQ, IRFQ or MRFP without first obtaining the written permission of the RFQ, IRFQ or MRFP Contact. 
 
1.6.6 No Lobbying 
 
Bidders must not, in relation to this RFQ, IRFQ or MRFP or the evaluation and 
selection process, engage directly or indirectly in any form of political or other lobbying whatsoever to influence the selection of the successful Bidder(s). 
 
1.6.7 Illegal or Unethical Conduct 
 
Bidders must not engage in any illegal business practices, including activities such as quotation-rigging, price-fixing, bribery, fraud, coercion or collusion. Bidders must not engage in any unethical conduct, including lobbying, as described above, or other inappropriate communications; offering gifts to any employees, officers, agents, elected or appointed officials or other representatives of the County; deceitfulness; submitting quotations containing misrepresentations or other misleading or inaccurate information; or any other conduct that compromises or may be seen to compromise the competitive process provided for in this RFQ, IRFQ or MRFP 
 
1.6.8 Past Performance or Past Conduct 
 
The County may prohibit a supplier from participating in a procurement process based on past performance or based on inappropriate conduct in a prior procurement process, including but not limited to the following: 
 
a. illegal or unethical conduct as described above; 

b. the refusal of the supplier to honour submitted pricing or other commitments; or 

c. any conduct, situation or circumstance determined by the County, in its sole and absolute discretion, to have constituted a Conflict of Interest. 

1.6.9  Litigation 
 
It is the policy of the County that a Contract may not be awarded to any Bidder who: 
 
a. Is a party adverse in interest in litigation with the County, or 

b. Directly or indirectly, including by common ownership or control or otherwise, is related to a party adverse in interest in litigation with the County, or 

c. Intends to use a sub-contractor in respect of this project who is a party adverse in interest in litigation with the County, or, who, directly or indirectly, including by common ownership or control or otherwise, is related to a party adverse in interest in litigation with the County. 

For the purposes of this section, the phrase "party adverse in interest in litigation with the County" includes matters in which the Bidder or prospective Bidder or any of the parties named above, have advised the County in writing of their intention to commence litigation, or have commenced or have advised the County of their intention to commence an arbitral proceeding, against the County. 
 
Bids from any Bidder in any of the above circumstances shall be rejected as being non- compliant.

1.7 Confidential Information 
 
1.7.1 Confidential Information of the County 

All information provided by or obtained from the County in any form in connection with this RFQ, IRFQ or MRFP either before or after the issuance of this RFQ, IRFQ or MRFP: 
 
a. is the sole property of the County and must be treated as confidential; 

b. is not to be used for any purpose other than replying to this RFQ, IRFQ or MRFP and the performance of the Agreement; 

c. must not be disclosed without prior written authorization from the County; and 

d. must be returned by the Bidder to the County immediately upon the request of the County. 

1.7.2 Confidential Information of Bidder 

A Bidder should identify any information in its bid, or any accompanying documentation supplied in confidence for which confidentiality is to be maintained by the County. The confidentiality of such information will be maintained by the County, except as otherwise required by law or by order of a court or tribunal. Bidders are advised that their bids will, as necessary, be disclosed, on a confidential basis, to advisers retained by the County to advise or assist with the RFQ, IRFQ or MRFP process, including the evaluation of bids. If a Bidder has any questions about the collection and use of personal information pursuant to this RFQ, IRFQ or MRFP, questions are to be submitted to the RFQ, IRFQ or MRFP Contact. 
 
1.8 Reserved Rights and Limitation of Liability 
 
1.8.1 Reserved Rights of Norfolk County (RFQ and IRFQ) 

The County reserves the right to 
 
a. make public the names of any or all Bidders; 

b. make changes, including substantial changes, to this RFQ, provided that those changes are issued by way of addendum in the manner set out in this RFQ; 

c. request written clarification or the submission of supplementary written information in relation to the clarification request from any Bidder and incorporate a Bidder’s response to that request for clarification into the Bidder’s quotation or; 

d. assess a Bidder’s quotation on the basis of: (i) a financial analysis determining the actual cost of the quotation when considering factors including quality, service, price and transition costs arising from the replacement of existing goods, services, practices, methodologies and infrastructure (howsoever originally established); and 

(ii) in addition to any other evaluation criteria or considerations set out in this RFQ, consider any other relevant information that arises during this RFQ process; 
e. waive formalities and accept quotations or proposals that substantially comply with the requirements of this RFQ; 

f. verify with any Bidder or with a third party any information set out in a quotation; 

g. check references other than those provided by any Bidder; 

h. reject any Bid if the references submitted by the Bidder are deemed unacceptable by the County; 

i. disqualify a Bidder, rescind a notice of selection or terminate a contract subsequently entered into if the Bidder has engaged in any conduct that breaches the process rules or otherwise compromises or may be seen to compromise the competitive process; 

j. select a Bidder other than the Bidder whose quotation reflects the lowest cost to the County; 

k. cancel this RFQ process at any stage; 

l. cancel this RFQ process at any stage and issue a new RFQ for the same or similar deliverables; 

m. accept any quotation in whole or in part; or 

n. reject any or all quotations; 

1.8.2 Reserved Rights of Norfolk County (MRFP) 

The County reserves the right to 
a. make public the names of any or all Proponents; 

b. make changes, including substantial changes, to this RFP provided that those changes are issued by way of addendum in the manner set out in this RFP; 

c. request written clarification or the submission of supplementary written information in relation to the clarification request from any Proponent and incorporate a Proponent’s response to that request for clarification into the Proponent’s Proposal; 

d. waive minor informalities and accept Proposals that substantially comply with the requirements of this RFP; 

e. verify with any Proponent or with a third party any information set out in a Proposal; 

f. check references other than those provided by any Proponent; 

g. disqualify a Proponent, rescind a notice of selection, or terminate a contract subsequently entered into if the Proponent has engaged in any conduct that breaches the process rules or otherwise compromises or may be seen to compromise the competitive process;  

h. select any Proponent other than the Proponent whose Proposal reflects the lowest cost or the highest revenue to the County, or the highest technical score. 

i. cancel this MRFP process at any stage; 

j. cancel this MRFP process at any stage and issue a new MRFP for the same or similar deliverables; 

k. accept any Proposal in whole or in part; or 

l. reject any or all Proposals;  

m. reject any Bid received from a Contractor that is or which has been involved in Litigation in any manner with the County and for the purposes of this provision 

“Litigation” means, in addition to actual formal law suits or claims, any failure to satisfactorily undertake and complete any other Bid or project involving the County within the past three years, and for purposes of this provision the Contractor shall be deemed to include all individuals or other entities that control the Contractor and also controlled the contractor that did not satisfactorily undertake or complete such previous Bid or project. 

These reserved rights are in addition to any other express rights or any other rights that may be implied in the circumstances. 
 
1.8.3 Limitation of Liability 
 
By submitting a bid, each Bidder agrees that 
 
a. neither the County nor any of it employees, officers, agents, elected or appointed officials, advisors or representatives will be liable, under any circumstances, for any claim arising out of this RFQ, IRFQ or MRFP process including but not limited to costs of preparation of the quotation, loss of profits, loss of opportunity or for any other claim; and 

b. the Bidder waives any right to or claim for any compensation of any kind whatsoever, including claims for costs of preparation of the bid, loss of profit or loss of opportunity by reason of the County’s decision not to accept the bid submitted by the Bidder, to enter into an agreement with any other Bidder or to cancel this bidding process, and the Bidder shall be deemed to have agreed to waive such right or claim. 

1.9 Force Majeure 
 
Neither party shall be liable for damages caused by delay or failure to perform its obligations under the Contract where such delay or failure is caused by an event beyond its reasonable control. The parties agree that an event shall not be considered beyond one’s reasonable control if a reasonable business person applying due diligence in the same or similar circumstances under the same or similar obligations as those contained in the Contract would have put in place contingency plans to either materially mitigate or negate the effects of such event. Without limiting the generality of the foregoing, the parties agree that force majeure events shall include natural disasters and acts of war, insurrection and terrorism, pandemics, epidemics, emergencies, including public health emergencies; but shall not include shortages or delays relating to supplies or services. If a party seeks to excuse itself from its obligations under this Contract due to a force majeure event, that party shall immediately notify the other party of the delay or non-performance, the reason for such delay or non- performance and the anticipated period of delay or non-performance. If the anticipated or actual delay or non-performance exceeds fifteen (15) business days, the other party may immediately terminate the Contract by giving notice of termination and such termination shall be in addition to the other rights and remedies of the terminating party under the Contract, at law or in equity. 
 
1.10 COVID-19 
 
The County and the Contractor fully intend to adhere to the schedule as specified in this quotation. Notwithstanding any other provisions within this quotation, the Contractor will not be entitled to claim any liabilities resulting from any delay or disruption. 
 
Should circumstances change, based on orders issued by the Medical Officer of Health, the parties are to consult on a mutually agreeable schedule. 
 
1.11 Reference to County Staff and Administrative Units 
 
Any reference to the title or position of a member of County staff in the Agreement shall include any change to the title or position or any successor title or position or any new title or position which assumes the responsibilities of the title or position referenced in the Agreement. Any reference to a County administrative unit shall include any change to the name or any administrative unit which assumes the responsibilities of the administrative unit referenced herein. 
 
1.12 Governing Law and Interpretation 
 
These Terms and Conditions of the RFQ, IRFQ or MRFP Process 
 
a. are intended to be interpreted broadly and independently (with no particular provision intended to limit scope and other provision); 

b. are non-exhaustive and shall not be construed as intending to limit the pre-existing rights of the County; and 

c. are to be governed by and construed in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein.

Part 1 – Interpretation

1.0 Defined Terms

When used in the Contract, the following words or expressions have the following meanings:

“Owner” shall mean the Corporation of Norfolk County
“Contractor” herein is also referred to as a “Supplier” and/or a “Vendor” and shall 
mean the person or firm to whom the award is made and is identified on the face of the Purchase Order

Part 2 – General Terms and Conditions

2.0 Documentation 

Prior to the commencement of any work, repair and/or installation being provided to or on 
County property, current documentation as requested and as applicable to the scope of the 
work must be provided to Norfolk County.

2.1 Acceptance

In accepting this Order, it is understood that the Vendor agrees to all terms and conditions 
related to it.

2.2 Variations

No variation to these Terms & Conditions will be recognized, unless such variation has been 
authorized in writing by the purchasing authority. 
2.3 Laws and Regulations
The Vendor shall comply with relevant federal, provincial and municipal regulations and bylaws pertaining to the Work and its performance. The Vendor shall be responsible for 
insuring similar compliance by its suppliers and subcontractors. This Purchase Order shall 
be construed according to the Laws of the Province of Ontario.
2.4 Accessibility for Ontarians with Disabilities Act, 2005 (AODA)
Prior to the commencement of any work on property of Norfolk County, the Contractor shall 
furnish evidence of compliance with the requirements of Section 7 and 80.49 of Ontario 
Regulation 191/11, Integrated Accessibility Standard Regulation, under the Accessibility for 
Ontarians with Disabilities Act, 2005 (AODA).
2.5 Patents
The Contractor agrees to indemnify and save harmless the Owner from any claim or action 
from the alleged infringement of any patent or trademark or infringement of copyright as a 
result of the use or sale of these goods.
FO-172
Rev. 04/20
Page 2 of 5 
2.6 Plans
If there is a formal Contract between the Vendor and the County that refers to plans or 
specifications the same shall be deemed to be incorporated in and be part of this Order and 
any plans, blueprints, patterns, etc. furnished bythe County to the Vendor shall not be 
published or disclosed by the Vendor to any other person or corporation and shall be 
returned to the County upon completion of this Order.
2.7 Delay
In the event of delay in delivery or services, the Owner may terminate the contract and hold 
the Contractor responsible for any damages.
2.8 Cancellation
Failure to comply with specifications and Terms and Conditions of this Order, or to deliver 
material in accordance with Vendor’s promise shall be grounds for cancellation by the 
County without penalty.
2.9 Force Majeure
Neither party shall be liable for damages caused by delay or failure to perform its obligations 
under the Contract where such delay or failure is caused by an event beyond its reasonable 
control. The parties agree that an event shall not be considered beyond one’s reasonable 
control if a reasonable business person applying due diligence in the same or similar 
circumstances under the same or similar obligations as those contained in the Contract 
would have put in place contingency plans to either materially mitigate or negate the effects 
of such event. Without limiting the generality of the foregoing, the parties agree that force 
majeure events shall include natural disasters and acts of war, insurrection and terrorism, 
pandemics, epidemics, emergencies, including public health emergencies; but shall 
not include shortages or delays relating to supplies or services. If a party seeks to excuse 
itself from its obligations under this Contract due to a force majeure event, that party shall 
immediately notify the other party of the delay or non-performance, the reason for such delay 
or non-performance and the anticipated period of delay or non-performance. If the 
anticipated or actual delay or non-performance exceeds fifteen (15) business days, the other 
party may immediately terminate the Contract by giving notice of termination and such 
termination shall be in addition to the other rights and remedies of the terminating party 
under the Contract, at law or in equity.
Part 3 – Relationship Between the County and the Vendor
3.0 Assignment
No assignment of this Contract shall be made by theVendor without the written Consent of 
the County.
3.1 Supplier/Contractor/Consultant Evaluations
The Contractor should be aware that the County has in place a rating system to evaluate the 
Contractor’s performance throughout the length of the Contract. The evaluation is a tool to 
provide feedback to the Contractor on its performance. It will also be used as a reference 
when requested by other municipalities or agencies. Copies of the completed evaluation 
form will be forwarded to the Contractor. Blank copies for the Contractor’s information are 
available upon request from the County.
FO-172
Rev. 04/20
Page 3 of 5 
Part 4 – Performance by the Vendor
4.0 Warranty
All Goods must carry a minimum one-year warranty from time of receipt at the County or 
time of installation or time of acceptance, whichever is later.
4.1 Equipment 
New and repaired equipment, equipment on loan, and equipment on trial, must pass 
inspections for safety, performance and compliance with manufacturer’s specifications prior 
to acceptance. The warranty period, if any, shall begin on the date that incoming inspection 
is passed. New Equipment and Equipment on trial must also be provided with a minimum of 
two complete user manuals including instructions for use, warnings of potential hazards, 
parts lists, schematics, and service and maintenance requirements. Payment to Vendors will 
not be authorized until these conditions are fulfilled.
4.2 Delivery
The receipt of Goods by a carrier shall not be deemed to be receipt by the County, and the 
title to the Goods shall not pass to the County until they are delivered at their destination to a 
staff member or agent of theCounty. 
4.3 Inspection
The County will receive Goods shipped but reserves the right to inspect the same after 
delivery and to return all or any portion of it at the Vendor’s expense if found to be defective, 
damaged or not in compliancewith the requirements of this Purchase Order, including any 
specifications and/or drawings.
4.4 Shipment
Time of delivery shall be of the essence in this Order and failure of the Vendor to deliver all 
or any part of the Goods/Services ordered at the time or times specified shall confer on the 
County the right to cancel this Order at its option without penalty. Quantities received in 
excess of quantities specified may be returned at the Vendor’s expense if not agreed upon 
by the County.
4.5 Packing Slip 
Packing slips must accompany each shipment. The County Purchase Order number must 
appear on all packing slips.
4.6 Supplier Unloading, Placing or Installing Responsibility
Where the Vendor is responsible for unloading and placing or installation of goods and has 
not so arranged, the County is authorized to undertake this work at the expense of the 
Vendor and the County will not be responsible for any damage to the Goods resulting from 
such action on the part of the County.
FO-172
Rev. 04/20
Page 4 of 5 
4.7 Shipments from outside Canada
For shipments from outside Canada, properly certified customs invoices should be emailed 
to Norfolk County at the time shipment is made. A copy of customs invoices is to 
accompany the shipment with the bill of lading.
4.8 Signature
Signature must be obtained from a County employee for all deliveries, including the 
employee’s name clearly printed.
4.9 Value Declaration
The Vendor will be held liable for any loss resulting from an improper value shown on 
shipping papers
4.10 Hazardous Goods
Goods must be transported by the Contractor or Contractor’s agent in accordance with all 
relevant federal and provincial legislation covering the handling and transportation of all 
hazardousand dangerous goods.
4.11 Material Safety Data Sheets (MSDS)
For each controlled product ordered, an MSDS conforming to the Workplace Hazardous 
Materials Information System (WHMIS) 2015 legislation must accompany each shipment of 
the Goods. 
Part 5 – Payment for Deliverables
5.0 Pricing
Unless otherwise stated, the prices quoted on this Purchase Order shall be payable in 
Canadian funds; FOB Norfolk County, Ontario, Canada and shall include any Excise Taxes 
and applicable duty. All applicable taxes such as the Harmonized Sales Tax, if applicable, 
shall be shown extra and separately. Unless otherwise stated, the price shown on this 
Contract shall include all necessary packaging and shipping costs to the point shown as the 
destination of the Goods. Any variance from this price must be negotiated and prior approval 
in writing by the Manager or designate. 
5.1 Lump Sum Payment
Unless otherwise stated in writing, terms of payment shall be net 30 days from the date of 
receipt of the invoice or net 30 days from receipt of goods or completion of work as 
determined by the Manager or designate, whichever is later.
All invoices must be submitted to accounting@norfolkcounty.ca by the Vendor and must 
reference the purchase order number and include the amount invoiced, exclusive of HST. 
HST and all other applicable taxes shall be shown separately.
5.2 Extras
No charges for extras will be allowed unless they have been ordered on this purchase order 
or by a change order issued by the Manager or designate.
FO-172
Rev. 04/20
Page 5 of 5 
Part 6 – Insurance and Indemnification
6.0 Insurance 
The Vendor shall put into effect commercial general liability insurance, in a form 
acceptable to the County, with the County listed as an additional insured, including a 
cross‐liability clause or endorsement, a 30 day notice of cancellation provision and 
products and complete operations coverage. The Vendor will also put into effect such
other additional insurances as required by the County. The Vendor shall provide the 
County with evidence of insurance upon request. 
6.1 Mutual Indemnification
Each Party hereby agrees to indemnify and hold harmless the County, its employees, and 
authorized agents (collectively, the “Indemnified Parties”) from and against any and all liability, 
loss, costs, damages and expenses (including legal, expert and consultant fees), causes of 
actions, claims, demands, lawsuits or other proceedings, (collectively, “Claims”), by 
whomever made, sustained, incurred, brought or prosecuted, including Claims for third party 
bodily injury (including death), personal injury and property damage, in any way based upon 
or occasioned by the negligence or willful misconduct, whether by act or omission, of the 
Contractor, its subcontractors or their respective directors, officers, agents, employees, 
partners, affiliates, volunteers or independent contractors in the course of performance of the 
Contractor’s obligations under, or otherwise in connection with, the Contract. The Contractor 
further agrees to indemnify and hold harmless the Indemnified Parties for any incidental, 
indirect, special or consequential damages, or any loss of use, revenue or profit, by any 
person, entity or organization, including, without limitation, Norfolk County, claimed or 
resulting from such Claims. The obligations contained in this paragraph shall survive the 
termination or expiry of the Contract. 
6.2 Workplace Safety and Insurance Board (WSIB)
Where applicable, the Vendor will forward to Norfolk County every ninety (90) days during 
the Term:
a. a valid Certificate of Clearance from the Workplace Safety and Insurance Board 
each time work is to be conducted on the County’s premises , or
b. proof of Independent Operator status (for those not included in the “Class G: 
Construction List”, as of January 1, 2013), or
c. proof of “Employer by Application” status.