ARCHIVED Supplies - Firm Price

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Item Information

Revision History

Date Status ID Title
1992-04-01 Cancelled 1026-S100A ARCHIVED: Supplies - Firm Price (1992-04-01) 1026-S100A

Remarks – Recommended Use of SACC Item

No remarks.

Legal text for SACC item

1026-S100A    01     (06/91)       Interpretation


(1) Unless the context otherwise requires,    

       (a) "the agreement" means the particular agreement or contract of 
       which, in each specific case, these general conditions are made a 
       part;

       (b) "the contract" includes the agreement, these general conditions 
       and any supplemental general conditions, specifications, labour 
       conditions, schedules and any other documents referred to in the 
       agreement as constituting the contract;     
       (c) "supplemental general conditions" means any other general 
       conditions forming part of the contract;     
       (d) "herein", "hereby", "hereof", "hereunder" and similar 
       expressions, when used in any section, shall be understood to relate 
       to the contract as a whole and not merely to the section in which 
       they appear;     
       (e) "work" means the whole of the work, materials, matters and 
       things required to be done, furnished and performed in order to 
       carry out the contract;    
       (f) "finished work" means the supplies or projects or other work 
       completed in accordance with the provisions of the contract;     
       (g) "equipment" includes machinery, apparatus, jigs, tools, dies, 
       gauges, instruments and equipment of all kinds;    
       (h) "specifications" means the specifications, plans, drawings, 
       designs and models, if any, furnished to the Contractor by Her 
       Majesty or the Minister for the carrying out of the contract;     
       (i) "Government Issue" means all materials, parts, components, 
       equipment, specifications, articles and things which may be supplied 
       to the Contractor by or on behalf of Her Majesty for the purposes of 
       the work;     
       (j) "contract price" means the amount expressed in the contract to 
       be payable to the Contractor for the finished work;     
       (k) "Minister" means the Minister responsible for the contract and 
       includes his Deputy Minister and any Acting, Associate or Assistant 
       Deputy Minister and any duly authorized officer or representative of 
       the Minister;    
       (l) "Inspector" means the person designated as such by the contract 
       and any person acting on behalf of Her Majesty or the Minister as 
       the Inspector under the contract;     
       (m) "invention" means any new and useful art, process, machine, 
       manufacture or composition of matter, or any new and useful 
       improvement in any art, process, machine, manufacture or composition 
       of matter;     
       (n) the singular number includes the plural and vice versa.  
 
(2) In the event of any inconsistencies, the provisions of the agreement 
and these general conditions shall prevail over the specifications and the 
provisions of the agreement and supplemental general conditions shall 
prevail over these general conditions.  

1026-S100A    02     (06/91)       Powers of Minister


The Minister is the agent of Her Majesty for all purposes of the contract.  
Nothing contained in or omitted from the contract shall restrict any of the 
rights or powers of Her Majesty or the Minister. Every right, remedy, power 
and discretion vested in the Minister under the contract or otherwise shall 
be cumulative and non-exclusive.   

1026-S100A    03     (06/91)       Assignment and Subletting


(1) The Contractor shall not assign the contract or sublet any of the work 
without the prior written consent of the Minister and any assignment or 
subletting made without such consent shall be of no effect; provided that, 
unless the contract or the Minister directs otherwise, the Contractor may 
sublet such portions of the work as is customary in the carrying out of 
similar contracts.  No assignment or subletting shall relieve the 
Contractor from any of its obligations under the contract or impose any 
liability upon Her Majesty or the Minister to an assignee or subcontractor.  

(2) Unless otherwise agreed to by the Minister in any assignment or 
subletting, the Contractor agrees to bind each assignee or subcontractor by 
the terms of the general conditions, the supplemental general conditions, 
if any, the labour conditions, the drawings and specifications, as far as 
applicable to the work.    

(3) No act or omission of the Contractor, whether before or after the entry 
into the contract, shall have the effect of rendering any monies payable by 
Her Majesty under the contract payable to any person, firm or corporation 
other than the Contractor, unless Her Majesty consents thereto.   

(4) Subject to the preceding provisions of this section, the contract shall 
inure to the benefit of and shall be binding upon the successors and 
assigns of Her Majesty and of the Contractor, respectively.   

1026-S100A    04     (06/91)       Conduct of the Work


(1) The Contractor agrees to carry out the work diligently and to provide 
efficient supervision and inspection thereof and that the work will be of 
proper quality, material and workmanship and in full conformity with the 
specifications, drawings, models or samples, if any, and all other 
requirements of the contract.    

(2) No materials or parts shall be used or processed and no finished work 
shall be submitted for acceptance or shall be delivered unless or until 
approved by the Contractor's inspection staff and, wherever practicable, 
marked with an approval stamp satisfactory to the Inspector. The Contractor 
shall keep proper and adequate inspection records which shall at all times 
be open to examination by the Inspector who may make copies thereof and 
take extracts therefrom.  

(3) The Minister and the Inspector shall have access to the work at all 
times and to the plant and premises where any part of the work is being 
carried on, and may make such inspections and tests of the work and of 
parts, materials and work-in-process as the Minister or the Inspector may 
think fit. The Contractor shall provide at its own expense all assistance 
and facilities, test pieces and samples which the Minister or the Inspector 
may reasonably require for the carrying out of any such inspections and any 
such tests as aforesaid, and shall forward at its own expense such test 
pieces and samples to such person or location as the Minister or the 
Inspector may direct. The Contractor shall, at its own expense, provide the 
Minister and the Inspector with such accommodation as they may require for 
the purpose of such inspections and any such tests and for the exercise of 
any other powers conferred upon them hereunder.    

(4) The Contractor shall not stop or suspend work pending the settlement or 
determination of any differences arising under the contract, unless so 
instructed by the Minister.   

1026-S100A    05     (06/91)       Specifications, Drawings, Etc.


(1) All specifications, drawings, patterns, samples and other information 
furnished to the Contractor in connection with the contract shall be used 
by the Contractor solely for the purpose of carrying out the work and for 
no other purpose except with the consent in writing of the Minister and 
shall remain the property of Her Majesty and be returned to her Majesty or 
the Minister upon demand.   

(2) Any minor part or parts not shown in the specifications, drawings, 
patterns or samples, but which are necessary for the due completion of the 
work, shall be deemed to be included in the contract price and no addition 
to the contract price will be allowed by reason of such omission, unless 
otherwise agreed to by the Minister.   
 
1026-S100A    06     (06/91)       Inspection


All work shall be subject to inspection by the Inspector prior to 
acceptance.  Should the work be defective in materials or workmanship or 
otherwise not be in accordance with the requirements of the contract, the 
Inspector shall have the right to reject the work or to require its 
correction.  Inspection by the Inspector either at the plant of the 
Contractor or of any of its subcontractors shall not relieve the Contractor 
from responsibility for defects or other failure to meet the requirements 
of the contract.  The Contractor agrees to accept and be bound by the 
Inspector's interpretation of the meaning of the specifications.   

1026-S100A    07     (06/91)       Title and Acceptance


Except as otherwise provided in the contract, title to the work or any part 
thereof shall vest in Her Majesty upon delivery to the consignee and 
acceptance thereof by the consignee.  Acceptance by the consignee of the 
work or any part thereof shall be deemed to be acceptance thereof by Her 
Majesty.   

1026-S100A    08     (06/91)       Warranty


Notwithstanding prior acceptance of the finished work, and without 
restricting any other term of the contract or any condition, warranty or 
provision implied or imposed by law, the Contractor, if requested by the 
Minister to do so at any time within twelve (12) months from the date of 
delivery, shall:    

       (a) replace or make good at its own expense any finished work, 
       excluding Government Issue incorporated therein, which becomes 
       defective or which fails to conform to contract requirements as a 
       result of faulty or inefficient manufacture, material or workmanship;     
       (b) deliver such finished work free from all defects to the delivery 
       point specified in the contract, unless otherwise agreed to by the 
       Minister;

provided that where, in the opinion of the Minister, it is not expedient to 
remove such defective finished work from its location, the Contractor shall 
replace or make good the defective finished work at such location, and 
shall be paid the actual costs incurred in so doing (including reasonable 
travelling and living expenses) with no allowance thereon by way of 
overhead or profit, less a sum equivalent to the cost of making good the 
defective finished work had it been made good at the Contractor's plant. 
 
1026-S100A    09     (06/91)       Government Issue


(1) All items comprised in any Government Issue shall be used by the 
Contractor solely for the purposes of the contract and shall always be and 
remain the property of Her Majesty and wherever feasible the Contractor 
shall maintain adequate accounting records of all Government Issue and 
shall mark the same as being Her Majesty's property.    

(2) All Government Issue (except such as are installed or incorporated in 
the work) shall be returned to Her Majesty upon demand, in the same 
condition as when supplied to the Contractor provided that the Contractor 
shall not be responsible for any loss or damage resulting from ordinary 
wear and tear, fire or causes beyond the Contractor's control.    

(3) All scrap and waste materials derived from any Government Issue or from 
any other materials, articles or things which are the property of Her 
Majesty, shall, unless otherwise specifically provided herein, remain the 
property of Her Majesty and shall be disposed of only as prescribed by the 
Minister.   

1026-S100A    10     (06/91)       Conditions Precedent to Payment


No payment shall be made to the Contractor unless or until,    

       (a) invoices, inspection notes and all other documents prescribed 
       from time to time by the Minister or Inspector are submitted in 
       accordance with the terms of the contract or instructions of the 
       Minister; and    

       (b) the Contractor, if required to do so, establishes to the 
       satisfaction of the Minister that all materials, parts, work-in- 
       process or finished work in respect of which payment is being made 
       are free from all claims, liens, attachments, charges or 
       encumbrances.   

1026-S100A    11     (06/91)       Indemnity Against Claims


Except as otherwise provided in the contract, the Contractor shall 
indemnify and save harmless Her Majesty and the Minister from and against 
any and all claims, damages, loss, costs and expenses which they or either 
of them may at any time incur or suffer as a result of or arising out of, 

       (a) any injury to persons (including injuries resulting in death) or 
       loss of or damage to property of others which may be or be alleged 
       to be caused by or suffered as a result of the carrying out of the 
       work or any part thereof; and
 
       (b) any liens, attachments, charges or other encumbrances or claims 
       upon or in respect of any materials, parts, work-in-process or 
       finished work delivered to or in respect of which any payment has 
       been made by Her Majesty. 

1026-S100A    12     (06/91)       Title on Progress Payments


Upon any payment being made to the Contractor for or on account of 
materials, parts, work-in-process, or finished work, either by way of 
progress payments or accountable advances or otherwise, title in and to all 
materials, parts, work-in-process and finished work so paid for by such 
progress payments or accountable advances or otherwise shall vest and 
remain in Her Majesty unless already so vested under any provision of the 
contract and the Contractor shall be responsible therefor in accordance 
with the provisions of section 14 hereof, it being understood and agreed 
that such vesting of title in Her Majesty shall not constitute acceptance 
by Her Majesty of such materials, parts, work-in-process and finished work 
and shall not relieve the Contractor of its obligations to perform the work 
in conformity with the requirements of the contract.   

1026-S100A    13     (06/91)       Further Assurances


Wherever it is herein provided that title to any parts, materials, 
work-in-process or finished work becomes vested in Her Majesty, the 
Contractor shall execute such conveyances thereof and other instruments as 
the Minister may request.    

1026-S100A    14     (06/91)       Care of Crown Property


Except as otherwise provided in the contract, no insurance shall be carried 
by the Contractor on any property, title to which is vested in Her Majesty, 
including any machinery, equipment and production tooling which is the 
property of Her Majesty. The Contractor shall take reasonable and proper 
care of all property, title to which is vested in Her Majesty, while the 
same is in, on or about the plant and premises of the Contractor or 
otherwise in his possession or subject to his control and shall be 
responsible for any loss or damage resulting from his failure to do so 
other than loss or damage caused by fire or by ordinary wear and tear.   

1026-S100A    15     (06/91)       Time of Essence


Time shall be deemed to be of the essence of the contract, provided that 
the time for completing any of the work which has been or is likely to be 
delayed by reason of force majeure or other cause beyond the reasonable 
control of the Contractor shall be extended by a period equal to the length 
of the delay so caused, provided that prompt notice in writing of the 
occurrence causing or likely to cause such delay is given to the Minister.    

1026-S100A    16     (04/92)       Security and Protection of Work


(1) The Contractor shall keep confidential all information provided to the 
Contractor by or on behalf of Her Majesty in connection with the work, and 
all information developed by the Contractor as part of the work, and shall 
not disclose any such information to any person without the written 
permission of the Minister, except that the Contractor may disclose to a 
subcontractor, authorized in accordance with this contract, information 
necessary to the performance of the subcontract.  This section does not 
apply to any information that:   
       (a)  is publicly available from a source other than the Contractor; 
       or  
       (b)  is or becomes known to the Contractor from a source other than 
       Her Majesty, except any source that is known to the Contractor to be 
       under an obligation to Her Majesty not to disclose the information.        
       (2) When the contract, the work, or any information referred to in 
       subsection (1) is identified as TOP SECRET, SECRET, CONFIDENTIAL or 
       PROTECTED by Her Majesty, the Contractor shall, at all times, take 
       all measures reasonably necessary for the safeguarding of the 
       material so identified, including those set out in the DSS 
       Industrial Security Manual and its supplements and any other 
       instructions issued by the Minister.    (3) Without limiting the 
       generality of subsections (1) and (2), when the contract, the work, 
       or any information referred to in subsection (1) is identified as 
       TOP SECRET, SECRET, CONFIDENTIAL or PROTECTED by Her Majesty, the 
       Minister shall be entitled to inspect the Contractor's premises and 
       the premises of a subcontractor at any tier for security purposes at 
       any time during the term of the contract, and the Contractor shall 
       comply with, and ensure that any such subcontractor complies with, 
       all written instructions issued by the Minister dealing with the 
       material so identified, including any requirement that employees of 
       the Contractor or of any such subcontractor execute and deliver 
       declarations relating to reliability screenings, security clearances 
       and other procedures.   



1026-S100A    17     (06/91)       Patent Claims and Royalties


(1) The Contractor shall indemnify Her Majesty against all claims, actions, 
suits and proceedings for the infringement or alleged infringement of any 
patent, registered industrial design or any copyright based upon the use of 
any invention protected by such patent, registered industrial design or 
copyright and for royalties or other payments which may be payable in 
connection with the carrying out of the contract and in respect of the use 
of or disposal by Her Majesty or articles and supplies furnished pursuant 
to the contract.  

(2) Upon notification from the Minister that any such claim, action, suit 
or proceedings has been made or commenced, the Contractor shall, unless 
otherwise instructed by the Minister, conduct at its own expense all 
negotiations for the settlement of the same.   

(3) The Contractor shall forthwith notify the Minister of all royalties 
which the Contractor or any of its subcontractors will or may be obligated 
to pay or proposes to pay for or in respect of the carrying out of the 
contract, and the basis thereof, and the parties to whom the same are 
payable, and shall from time to time promptly advise the Minister of any 
and all claims or arrangements made or proposed which would or might result 
in further or different payments by way of royalties being made by the 
Contractor or any of its subcontractors.    

(4) If and to the extent that the Minister so directs, the Contractor shall 
not pay, and shall direct its subcontractors not to pay any royalties in 
respect of the carrying out of the contract except with the consent in 
writing of the Minister and subject to such conditions as the Minister may 
impose.    

(5) From and after the giving of any such direction, and subject to 
compliance by the Contractor with the foregoing provisions, Her Majesty 
shall relieve and indemnify the Contractor from and against all claims, 
actions or proceedings for payment of such royalties as are covered by such 
direction.    

(6) The contract price shall be reduced by the amount of royalties included 
therein to which the indemnity provided by subsection (5) of this section 
shall apply.   

1026-S100A    18     (06/91)       Technical Information


The Contractor shall grant to Her Majesty the right to use, publish, 
translate, reproduce, deliver, perform and dispose of, free of the payment 
of any royalty, all reports, drawings, blueprints, data and other technical 
information specified to be delivered under the contract, but such right 
shall not imply a license to Her Majesty under any patent or be construed 
as affecting the scope of any license or other right granted to Her Majesty 
under any patent.   

1026-S100A    19     (06/91)       Suspension of Work and Change in 
                                          Specifications
              
 
The     Minister may at any time and from time to time order a suspension 
of the work in whole or in part, and make modifications of, changes in or 
additions to the specifications, changes in methods of shipment or packing 
and in the place or time of delivery.  All directions given by the Minister 
with respect to the foregoing shall be complied with by the Contractor.  If 
any such suspension, modification, change or addition shall result in an 
increase or decrease in the cost of the work, the contract price shall be 
adjusted accordingly provided that the Contractor shall in no event be 
entitled to compensation for any loss of anticipated profits and provided 
further that minor increases or decreases in cost shall be disregarded.   

1026-S100A    20     (06/91)       Use of Canadian Labour and Materials


(1) The Contractor shall use Canadian labour and materials in carrying out 
the work, to the full extent to which they are procurable, consistent with 
proper economy and the expeditious carrying out of the work.   

(2) Subject to subsection (1), the Contractor shall employ labour from the 
locality where the work is being executed if it is available.    

(3) Subject to subsections (1) and (2), the Contractor shall employ a 
reasonable proportion of men who have served on active service with the 
armed forces of Canada and have been honourably discharged therefrom.   

1026-S100A    21     (06/91)       Default by Contractor


(1) If the Contractor is in default in carrying out any of the terms, 
conditions, covenants or obligations of the contract, or if the Contractor 
becomes bankrupt or insolvent, or has a receiving order made against it, or 
makes an assignment for the benefit of creditors, or if an order is made or 
resolution passed for the winding up of the Contractor, or if the 
Contractor takes the benefit of any statute for the time being in force 
relating to bankrupt or insolvent debtors, the Minister may, upon giving 
notice in writing to the Contractor, terminate the whole or any part of the 
contract.    

(2) Upon the giving of such notice, the Contractor shall have no claim for 
any further payment save as hereinafter in this section 21 provided, but 
shall remain liable to Her Majesty for all loss and damage which may be 
suffered by Her Majesty by reason of the default or occurrence upon which 
such notice was based.    

(3) Notwithstanding the provisions of subsection (2) of this section, the 
Contractor shall not be liable for any loss or damage if the failure to 
perform the contract on which the notice of termination is based arises out 
of causes beyond the control and without the fault or negligence of the 
Contractor.  Such causes include but are not restricted to strikes, floods, 
fires, epidemics, Act of God or of the Queen's enemies.    

(4) Upon termination of the contract under this section, the Minister may 
require the Contractor to deliver to Her Majesty, in the manner and to the 
extent directed by the Minister, any finished work which has not been 
delivered and accepted prior to such termination and any materials, parts, 
work-in-process, or tools, which the Contractor has specifically acquired 
or produced for the fulfilment of the contract. Subject to the deduction of 
any claim which Her Majesty may have against the Contractor arising under 
the contract or out of the termination, Her Majesty shall pay or credit to 
the Contractor the value of all such finished work delivered pursuant to 
such direction and accepted by Her Majesty determined in accordance with 
the contract price and shall pay or reimburse the Contractor the reasonable 
and proper cost to the Contractor of all materials, parts or 
work-in-process delivered to Her Majesty pursuant to such direction.  

(5) If after notice of termination of the contract under the provisions of 
subsection (1) of this section it is determined by the Minister that the 
default of the Contractor is due to causes beyond the control of the 
Contractor, such notice of termination shall be deemed to have been issued 
pursuant to section 26 (Termination) of these general conditions and the 
rights and obligations of the parties hereto shall be governed by that 
section.   

1026-S100A    22     (06/91)       No Bribe, Etc.


The Contractor warrants,    

       (a) that no bribe, gift, or other inducement has been paid, given, 
       promised or offered to any official or employee of Her Majesty for, 
       or with a view to, the obtaining of the contract by the Contractor, 
       and  

       (b) that it has not employed any person to solicit or secure the 
       contract upon any agreement for a commission, percentage, brokerage 
       or contingent fee.   

1026-S100A    23     (06/91)       Labour and Health Conditions


The Contractor shall comply with all labour conditions, and with all health 
conditions and requirements, from time to time applicable to the work.   
 
1026-S100A    24     (06/91)       Members of the House of Commons


No member of the House of Commons shall be admitted to any share or part of 
the contract or to any benefit to arise therefrom.   

1026-S100A    25     (06/91)       Notice


Any notice to the Contractor hereunder shall be effectively given if sent 
by letter or by telegram, postage prepaid or with charges prepaid as the 
case may be, addressed to the Contractor at its address as given in the 
contract or, if no address is so given, at its address as shown by the 
records of the Minister.  Any notice so given shall be deemed to have been 
received by the Contractor at the time when in the ordinary course such 
letter or telegram should have reached its destination.   

1026-S100A    26     (06/91)       Termination


(1) Notwithstanding anything contained in the contract, the Minister may, 
by giving notice to the Contractor (hereinafter sometimes referred to as a 
"termination notice"), terminate the contract as regards all or any part or 
parts of the work not theretofore completed.  Upon a termination notice 
being given, the Contractor shall cease work (including the manufacturing 
and procuring of materials for the fulfilment of the contract) in 
accordance with and to the extent specified in such notice.  The Minister 
may, at any time or from time to time, give one or more additional 
termination notices with respect to any or all parts of the work not 
terminated by any previous termination notice.    

(2) In the event of a termination notice being given under the provisions 
of this section, and subject as hereinafter provided,  

       (a) all finished work, whether completed before the giving of such 
       notice or completed thereafter pursuant to such notice, shall be 
       paid for (subject to acceptance in accordance with the provisions of 
       the contract) on the basis of the contract price;

       (b) in respect of work not completed before the giving of such 
       notice, and not completed thereafter pursuant to such notice, the 
       Contractor shall be entitled to be reimbursed the actual cost to the 
       Contractor of such uncompleted work, and to receive in addition an 
       amount representing a fair and reasonable profit in respect of work 
       done thereon.  Cost shall be determined in accordance with the 
       provisions of the contract, subject to any modifications thereof 
       which the Minister may consider to be appropriate in the 
       circumstances; 
       (c) subject as provided in paragraph (d) of this subsection (2), the 
       Contractor shall be entitled to be reimbursed the amount of any 
       capital expenditures specifically authorized by the contract or 
       approved by the Minister for the purpose of the contract (and 
       actually made or incurred) to the extent that the same (less any 
       depreciation in respect thereof already taken into account in 
       determining cost) were reasonably and properly incurred by the 
       Contractor in respect of and are properly apportionable to the 
       performance of the contract and not included in the amounts paid or 
       payable to the Contractor in respect of finished work;

       (d) if the contract is exclusively a contract for the making of 
       capital expenditures in respect of additional equipment or plant 
       additions, the foregoing paragraphs (a) to (c) inclusive of this 
       subsection (2) shall not apply but Her Majesty shall pay, or 
       reimburse the Contractor for the reasonable and proper cost to the 
       Contractor (not previously paid by Her Majesty) of    

              (i)  all additional equipment which prior to the giving of 
              the termination notice shall have been purchased, acquired or 
              manufactured by the Contractor, or contracted for and for 
              which the Contractor is obligated to make payments; and 

              (ii) all additional equipment in process of manufacture by 
              the Contractor as at the date of the giving of such notice 
              and all work in connection with the construction of the plant 
              addition up to the said date, including the cost of materials 
              and parts contracted for by the Contractor for the purpose of 
              such manufacture or construction and for which the Contractor 
              is obligated to make payment.    

(3) Provided always that no reimbursement shall be made in respect of work 
which has been or may be rejected after inspection as not complying with 
the requirements of the contract.    

(4) The Contractor shall not be entitled to be reimbursed any amount which, 
taken together with any amounts paid or due or becoming due to the 
Contractor under the contract, shall exceed the contract price applicable 
to the work or the particular part thereof.    

(5) Notwithstanding the provisions of any of the foregoing subsections (1) 
to (4) inclusive, the amounts which the Contractor shall be entitled to be 
reimbursed in the event of the giving of a termination notice under this 
section 26 shall include, subject as hereinafter provided, the costs of the 
Contractor of and incidental to the cancellation of obligations incurred by 
the Contractor pursuant to the termination notice, the cost of preparing 
the necessary accounts and statements with respect to work performed to the 
effective date of such termination and commitments made by the Contractor 
with respect to the terminated portions of the work, wages which the 
Contractor is obligated under any laws and regulations for the time being 
in force, to pay to employees whose services are no longer required by 
reason of such termination, the costs of and incidental to the taking of an 
inventory of materials, components, work-in-process and finished work on 
hand at the effective date of the termination and other costs and expenses 
of and incidental to the termination, in whole or in part, of operations 
under the contract; provided always that payment and reimbursement under 
the provisions of this subsection shall be made only to the extent that is 
established to the satisfaction of the Minister that the costs and expenses 
aforesaid, were actually incurred by the Contractor and that the same are 
reasonable and are properly attributable to the termination of the work or 
the part thereof so terminated.  

(6) In case of disagreement as to the amount which the Contractor is 
entitled to be reimbursed, the matter shall be referred to the Federal 
Court.    (7) As far as practicable, the Contractor shall place purchase 
orders and subcontracts on terms that will enable the Contractor to 
terminate the same upon conditions and terms similar in effect to these 
provided in this section, and generally the Contractor shall cooperate with 
the Minister and do everything reasonably within its power at all times to 
minimize and reduce the amount of Her Majesty's obligations in the event of 
termination hereunder.    

(8) Title to all materials, parts, plant, equipment and work-in- process in 
respect of which reimbursement is made to the Contractor as herein provided 
shall, upon such reimbursement being made, pass to and vest in Her Majesty 
unless already so vested under any other provision of the contract and such 
materials, parts, plant, equipment and work-in-process shall be delivered 
to the order of the Minister, but the materials thus taken over will in no 
case be in excess of what would have been required for performing the 
contract in full if no termination notice has been given.    

(9) If the Minister is satisfied that by reason of any action taken under 
the provisions of this section exceptional hardships have resulted to the 
Contractor, then the Minister may, in his absolute discretion, grant such 
allowance (not to include in any case, however, any allowance or 
compensation for loss of profit) to the Contractor as, in the opinion of 
the Minister, is warranted by the circumstances.

(10) The Contractor shall have no claim for damages, compensation, loss of 
profit, allowance or otherwise by reason of or directly or indirectly 
arising out of any action taken or notice given by the Minister under or 
pursuant to the provisions of this section except to the extent in this 
section expressly provided.    
1026-S100A    27     (06/91)       Accounts


The Contractor shall keep proper accounts and records of the cost to the 
Contractor of the work and of all expenditures or commitments made by the 
Contractor in connection therewith and such accounts and records together 
with the related invoices, receipts and vouchers shall be open to audit and 
inspection by the authorized representatives of the Minister (who may make 
copies thereof and take extracts therefrom) at any time until the 
expiration of six (6) years from the end of the calendar year in which the 
contract is terminated or completed and the Contractor shall afford all 
facilities for such audits and inspections and shall furnish the Minister 
and his authorized representatives with all such information as he or they 
may from time to time require with reference to such accounts, records, 
invoices, receipts and vouchers.  The Contractor shall not, without the 
consent of the Minister, dispose of any such accounts, records, invoices, 
receipts and vouchers until the expiration of six (6) years from the end of 
the calendar year in which the contract is terminated or completed, but 
shall preserve and keep the same available for audit and inspection at any 
time during such retention period.   

1026-S100A    28     (06/91)       Foreign Exchange


Unless otherwise provided in the contract or agreed to by the Minister, the 
Contractor shall not be entitled to any increase in the contract price by 
reason of foreign exchange fluctuations.   

1026-S100A    29     (06/91)       Increased Taxes and Duties


(1) In the event of any change in any tax imposed under the Excise Act, the 
Excise Tax Act, or any duties imposed under the Customs Tariff after the 
date of the contract and which affects the cost to the Contractor of the 
work, the contract price shall be adjusted to reflect the increase or 
decrease in the cost to the Contractor.    

(2) As a prerequisite of payment, the Contractor shall forward to the 
Minister a certified statement showing the increase or decrease in cost to 
the Contractor that is directly attributable to the change in tax or duty.  
Any price revision under this section may be verified by government audit.    

(3) For the purpose of determining the adjustment in price referred to in 
subsection (2) of this section resulting from any change in tax or duty 
described in subsection (1) of this section, where such tax or duty is 
changed after the date of submission of the Contractor's tender or price 
proposal but public notice of such change has been given by the Minister of 
Finance before the date of submission thereof, the change of such tax or 
duty shall, for the purposes of this section, be deemed to have occurred 
before the date of submission of such tender or price proposal.