Standard Terms & Conditions

1. Definitions and Interpretation

  

1.1. "Agreement": Refers to the contract formed between the Buyer and Seller upon acceptance of the Purchase Order, consisting of the Purchase Order itself, these Standard Terms and Conditions, any attachments, specifications, drawings, or other documents referenced therein, and any amendments or modifications agreed to in writing by both parties.

  

1.2. "Buyer": Refers to Radium Technologies Inc., its successors, and assigns.

  

1.3. “Delivery Date": Refers to the date or dates specified in the Purchase Order by which the Goods and/or Services are required to be delivered by the Seller.

  

1.4. "Effective Date": Refers to the date on which the Purchase Order is issued by the Buyer.

  

1.5. "Goods": Refers to the items or materials described in the Purchase Order.

  

1.6. "Purchase Order": Refers to the document issued by the Buyer to the Seller, indicating the details of the Goods and/or Services to be provided, including quantity, price, delivery terms, and any other relevant specifications.

  

1.7. "Seller": Refers to [Seller's Company Name], its agents, employees, subcontractors, and affiliates.

  

1.8. "Services": Refers to any services to be performed as specified in the Purchase Order.

 

(a) Unless explicitly agreed upon in written form by the Buyer, the Supplier is responsible for providing all necessary labor, machinery, equipment, tools, transportation, and other resources required for carrying out the Services, at their own expense. Any loss or damage to machinery, equipment, or tools provided by the Supplier shall not incur liability on the part of the Buyer.

 

(b) The Supplier is obligated to conduct the Services in a manner that minimizes disruption to the Buyer.

 

(c) The Supplier and its representatives must adhere to all policies, procedures, rules, and regulations provided by the Buyer. Failure to comply with these guidelines may result in the Buyer's discretion to terminate this Order immediately, along with any ongoing work, without further obligation to the Supplier except for payment for Services rendered up to the termination date.

 

(d) Should the Buyer reasonably find the performance of any Representative to be unsatisfactory in significant aspects, the Supplier agrees to promptly remove said Representative from Service provision upon notification from the Buyer. In such cases, the Supplier is accountable for all expenses associated with promptly restoring the knowledge, skills, or other resources displaced by the removal.

 

2. Acceptance and Applicability

  

2.1. The Seller's acceptance of the Purchase Order, whether in writing, by conduct, or otherwise, shall constitute acknowledgment and agreement to be bound by these Standard Terms and Conditions.

  

2.2. These Standard Terms and Conditions shall govern the Agreement between the Buyer and Seller to the exclusion of any conflicting or additional terms proposed by the Seller, unless expressly agreed to in writing by the Buyer.

 

3. Price and Payment

   

3.1. The price of the Goods and/or Services shall be as specified in the Purchase Order and shall remain firm and fixed for the duration of the Agreement, unless otherwise agreed in writing by the parties.

  

3.2. Payment terms shall be net 60 days from the date of delivery and acceptance of the Goods and/or Services, unless otherwise agreed in writing.

  

3.3. The Seller shall submit accurate and itemized invoices to the Buyer for all amounts due under the Agreement, which shall include reference to the Purchase Order number and any other information reasonably requested by the Buyer. All prices are exclusive of applicable taxes, which shall be borne by the Buyer.

 

4. Delivery and Inspection

  

4.1. The Seller shall deliver the Goods and/or Services to the location specified in the Purchase Order on or before the Delivery Date, in accordance with the terms and conditions specified therein.

  

4.2. Time is of the essence with respect to the Seller's obligations under the Agreement.

  

4.3. Upon delivery, the Buyer shall have the right to inspect the Goods and/or Services to determine whether they conform to the specifications and requirements set forth in the Purchase Order. Any non-conforming Goods and/or Services may be rejected by the Buyer at its sole discretion.

​

5. Warranties and Representations

  

5.1. The Seller warrants and represents that:

  

5.1.1. The Goods and/or Services will be of merchantable quality, free from defects in materials and workmanship, and fit for the purposes intended by the Buyer;

  

5.1.2. The Goods will conform to all specifications, drawings, samples, or other descriptions provided by the Seller or agreed to by the parties;

  

5.1.3. The provision of the Services will be performed with due care, skill, and diligence by qualified personnel.

 

6. Indemnification

  

6.1. The Seller agrees to indemnify, defend, and hold harmless the Buyer, its officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

 

6.1.1. Any breach of the Agreement by the Seller;

  

6.1.2. Any negligence, willful misconduct, or unlawful act or omission of the Seller or its employees, agents, or subcontractors;

  

6.1.3. Any defect in the Goods and/or Services provided by the Seller.

 

7. Limitation of Liability

  

7.1. In no event shall either party be liable to the other party for any indirect, incidental, consequential, special, or punitive damages arising out of or relating to the Agreement, whether based on contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such damages.

 

8. Governing Law and Jurisdiction

  

8.1. The Agreement shall be governed by and construed in accordance with the laws of Alberta, Canada, or where the work is taking place without regard to its conflict of laws principles.

  

8.2. Any dispute, controversy, or claim arising out of or relating to the Agreement, including its existence, validity, interpretation, performance, breach, or termination, shall be finally settled by arbitration in accordance with the rules of Canadian Justice System. The place of arbitration shall be subject to Canadian laws and regulations, respective of where the dispute took place, and the language of the arbitration shall be English.

 

9. Confidentiality

  

9.1. The Seller shall treat as confidential all information provided by the Buyer in connection with the Agreement, including but not limited to the terms of the Purchase Order, pricing, specifications, and any other proprietary or confidential information, and shall not disclose such information to any third party without the prior written consent of the Buyer.

 

10. Amendment and Waiver

  

10.1. No amendment to the Agreement shall be effective unless in writing and signed by both parties.

  

10.2. The failure of either party to enforce any provision of the Agreement shall not be deemed a waiver of such provision or any other provision thereof, nor shall any waiver of any provision of the Agreement be construed as a waiver of any other provision or of the right to enforce such provision.

 

11. Conformance

 

11.1. The Seller shall ensure that all Goods and/or Services provided under this Agreement conform to the specifications and requirements set forth in the Purchase Order.

 

12. Inspection

   

12.1. The Buyer reserves the right to inspect the Goods and/or Services upon delivery to ensure conformity with the specifications and requirements outlined in the Purchase Order.

 

13. Taxes

   

13.1. All prices specified in the Purchase Order are exclusive of applicable taxes. The Seller shall be responsible for calculating, collecting, and remitting any taxes applicable to the Goods and/or Services provided under this Agreement, in accordance with the laws of Canada, specifically those of the province of Alberta.

 

14. Payment Terms

   

14.1. Payment terms for invoices shall be net 60 days from the date of delivery and acceptance of the Goods and/or Services, unless otherwise agreed in writing between the Buyer and Seller.

​

15. Conditions of Payment

   

15.1. The Buyer shall make payments to the Seller within the agreed-upon timeframe, subject to the Seller's compliance with the terms and conditions of this Agreement.

 

16. Invoices

   

16.1. The Seller shall submit accurate and itemized invoices to the Buyer for all amounts due under the Agreement, referencing the Purchase Order number and providing any other information reasonably requested by the Buyer.

 

17. Warranty

   

17.1. The Seller warrants that all Goods and/or Services provided under this Agreement will be free from defects in materials and workmanship, and will conform to the specifications and requirements outlined in the Purchase Order.

​

18. Delivery

   

18.1. The Seller shall deliver the Goods and/or Services to the location specified in the Purchase Order on or before the Delivery Date, in accordance with the agreed-upon terms and conditions.

 

19. Compliance

   

19.1. The Seller shall comply with all applicable laws, regulations, and industry standards in the provision of Goods and/or Services under this Agreement.

 

20. Confidentiality

   

20.1. Both parties shall maintain the confidentiality of all information exchanged in connection with this Agreement and shall not disclose such information to any third party without the prior written consent of the other party.

 

21. Shipping and Packing

   

21.1. The Seller shall be responsible for packing and shipping the Goods to the Buyer's specified location, ensuring that they are adequately protected during transit.

 

22. Entire Agreement

   

22.1. This Agreement constitutes the entire understanding between the Buyer and Seller with respect to the subject matter hereof, and supersedes all prior agreements, negotiations, and understandings, whether written or oral.

 

23. Controlling Terms

   

23.1. In the event of any conflict or inconsistency between the terms and conditions of this Agreement and any other documents or agreements referenced herein, the terms and conditions of this Agreement shall prevail.

 

24. Termination

   

24.1. Either party may terminate this Agreement upon written notice to the other party in the event of a material breach of any provision of this Agreement by the other party, which remains uncured for a period of 30 days following written notice of such breach.

 

25. Governing Law and Dispute Resolution

   

25.1. This Agreement shall be governed by and construed in accordance with the laws of Alberta, Canada, without regard to its conflict of laws principles.

   

25.2. Any dispute, controversy, or claim arising out of or relating to this Agreement, including its existence, validity, interpretation, performance, breach, or termination, shall be finally settled by arbitration in accordance with the rules of Canadian Justice System. The place of arbitration shall be subject to Canadian laws and regulations, respective of where the dispute took place, and the language of the arbitration shall be English.