ARCHIVED General Conditions - Goods (Medium Complexity)

Legal text for SACC item

01 Interpretation
02 Standard Clauses and Conditions
03 Powers of Canada
04 Status of the Contractor
05 Condition of Material
06 Time of the Essence
07 Excusable Delay
08 Inspection and Acceptance of the Work
09 Warranty
10 Invoice Submission
11 Taxes
12 Transportation Costs
13 Transportation Carriers' Liability
14 Shipment Documentation
15 Payment Period
16 Interest on Overdue Accounts
17 Audit
18 Compliance with Applicable Laws
19 Ownership
20 Government Property
21 Amendment
22 Assignment
23 Default by the Contractor
24 Termination for Convenience
25 Right of Set-off
26 Conflict of Interest and Values and Ethics
Codes for the Public Service
27 Contingency Fees
28 International Sanctions
29 Code of Conduct for Procurement
30 Entire Agreement

2010A 01 (2008-05-12) Interpretation
In the Contract, unless the context otherwise requires:
"Articles of Agreement" means the clauses and
conditions incorporated in full text or incorporated by reference
from the Standard Acquisition Clauses and Conditions
Manual to form the body of the Contract; it does not include these
general conditions, any supplemental general conditions, annexes,
the Contractor's bid or any other document;
"Canada", "Crown", "Her Majesty" or "the Government"
means Her Majesty the Queen in right of Canada as represented by
the Minister of Public Works and Government Services and any other
person duly authorized to act on behalf of that minister or, if
applicable, an appropriate minister to whom the Minister of Public
Works and Government Services has delegated his or her powers,
duties or functions and any other person duly authorized to act on
behalf of that minister;
"Contract" means the Articles of Agreement, these
general conditions, any supplemental general conditions, annexes
and any other document specified or referred to as forming part of
the Contract, all as amended by agreement of the Parties from time
to time;
"Contracting Authority" means the person designated by
that title in the Contract, or by notice to the Contractor, to act
as Canada's representative to manage the Contract;
"Contractor" means the person, entity or entities named
in the Contract to supply goods, services or both to Canada;
"Contract Price" means the amount stated in the
Contract to be payable to the Contractor for the Work, exclusive of
Goods and Services Tax and Harmonized Sales Tax;
"Cost" means cost determined according to Contract Cost
Principles 1031-2 as revised to the date of the bid solicitation
or, if there was no bid solicitation, the date of the Contract;
"Government Property" means anything supplied to the
Contractor by or on behalf of Canada for the purposes of performing
the Contract and anything acquired by the Contractor in any manner
in connection with the Work, the cost of which is paid by Canada
under the Contract;
"Party" means Canada, the Contractor, or any other
signatory to the Contract and "Parties" means all of
them;
"Work" means all the activities, services, goods,
equipment, matters and things required to be done, delivered or
performed by the Contractor under the Contract.
2010A 02 (2008-05-12) Standard Clauses and Conditions
Pursuant to the Department of Public Works and Government
Services Act, S.C. 1996, c. 16, the clauses and conditions
identified by number, date and title in the Contract are
incorporated by reference and form part of the Contract as though
expressly set out in the Contract.
2010A 03 (2008-05-12) Powers of Canada
All rights, remedies, powers and discretions granted or acquired
by Canada under the Contract or by law are cumulative, not
exclusive.
2010A 04 (2008-05-12) Status of the Contractor
The Contractor is an independent contractor engaged by Canada to
perform the Work. Nothing in the Contract is intended to create a
partnership, a joint venture or an agency between Canada and the
other Party or Parties. The Contractor must not represent itself as
an agent or representative of Canada to anyone. Neither the
Contractor nor any of its personnel is engaged as an employee or
agent of Canada. The Contractor is responsible for all deductions
and remittances required by law in relation to its employees.
2010A 05 (2008-05-12) Condition of Material
Unless provided otherwise in the Contract, material supplied
must be new and conform to the latest issue of the applicable
drawing, specifications and part number that is in effect on the
bid closing date or, if there was no bid solicitation, the date of
the Contract.
2010A 06 (2008-05-12) Time of the Essence
It is essential that the Work be delivered within or at the time
stated in the Contract.
2010A 07 (2008-05-12) Excusable Delay

A delay in the performance by the Contractor of any
obligation under the Contract that is caused by an event that:

is beyond the reasonable control of the
Contractor;
could not reasonably have been foreseen;
could not reasonably have been prevented by means
reasonably available to the Contractor; and
occurred without the fault or neglect of the
Contractor,
will be considered an "Excusable Delay" if the Contractor
advises the Contracting Authority of the occurrence of the delay or
of the likelihood of the delay as soon as the Contractor becomes
aware of it. The Contractor must also advise the Contracting
Authority, within fifteen (15) working days, of all the
circumstances relating to the delay and provide to the Contracting
Authority for approval a clear work around plan explaining in
detail the steps that the Contractor proposes to take in order to
minimize the impact of the event causing the delay.


Any delivery date or other date that is directly
affected by an Excusable Delay will be postponed for a reasonable
time that will not exceed the duration of the Excusable Delay.
However, if an Excusable Delay has continued for
thirty (30) days or more, the Contracting Authority may, by giving
notice in writing to the Contractor, terminate the Contract. In
such a case, the Parties agree that neither will make any claim
against the other for damages, costs, expected profits or any other
loss arising out of the termination or the event that contributed
to the Excusable Delay. The Contractor agrees to repay immediately
to Canada the portion of any advance payment that is unliquidated
at the date of the termination.
Unless Canada has caused the delay by failing to meet
an obligation under the Contract, Canada will not be responsible
for any costs incurred by the Contractor or any of its
subcontractors or agents as a result of an Excusable Delay.
If the Contract is terminated under this section, the
Contracting Authority may require the Contractor to deliver to
Canada, in the manner and to the extent directed by the Contracting
Authority, any completed parts of the Work not delivered and
accepted before the termination and anything that the Contractor
has acquired or produced specifically to perform the Contract.
Canada will pay the Contractor:

the value, of all completed parts of the Work
delivered to and accepted by Canada, based on the Contract Price,
including the proportionate part of the Contractor's profit or fee
included in the Contract Price; and
the Cost to the Contractor that Canada considers
reasonable in respect of anything else delivered to and accepted by
Canada.

The total amount paid by Canada under the Contract to the date
of termination and any amounts payable under this subsection must
not exceed the Contract Price.


2010A 08 (2008-05-12) Inspection and Acceptance of the
Work
All the Work is subject to inspection and acceptance by Canada.
Inspection and acceptance of the Work by Canada do not relieve the
Contractor of its responsibility for defects or other failures to
meet the requirements of the Contract. Canada will have the right
to reject any work that is not in accordance with the requirements
of the Contract and require its correction or replacement at the
Contractor's expense.
2010A 09 (2010-01-11) Warranty

Despite inspection and acceptance of the Work by or
on behalf of Canada and without restricting any provisions of the
Contract or any condition, warranty or provision imposed by law,
the Contractor, if requested by Canada to do so, must replace,
repair or correct, at its own option and expense any work that
becomes defective or fails to conform to the requirements of the
Contract, where applicable. The warranty period will be twelve (12)
months after delivery and acceptance of the Work or the length of
the Contractor's or manufacturer's standard warranty period,
whichever is longer.
Canada must pay the transportation cost associated
with returning the Work or any part of the Work to the Contractor's
plant for replacement, repair or making good, and the Contractor
must pay the transportation cost associated with forwarding the
replacement or returning the Work or part of the Work when
rectified to the delivery point specified in the Contract or to
another location as directed by Canada. If, in the opinion of
Canada, it is not expedient to remove the Work from its location,
the Contractor must carry out any necessary repair or making good
of the Work at that location and will be reimbursed its reasonable
travel and living expenses.
The warranty period is automatically extended by the
duration of any period or periods where the Work is unavailable for
use or cannot be used because of a defect or non-conformance during
the original warranty period. The warranty applies to any part of
the Work replaced, repaired or corrected pursuant to subsection 1,
for the greater of:

the warranty period remaining, including the
extension, or
ninety (90) days or such other period as may be
specified for that purpose by agreement between the Parties.



2010A 10 (2008-05-12) Invoice Submission

Invoices must be submitted in the Contractor's name.
The Contractor must submit invoices for each delivery or shipment;
invoices must only apply to the Contract. Each invoice must
indicate whether it covers partial or final delivery.
Invoices must show:

the date, the name and address of the client
department, item or reference numbers, deliverable and/or
description of the Work, contract number, Client Reference Number
(CRN), Procurement Business Number (PBN), and financial
code(s);
details of expenditures in accordance with the Basis
of Payment, exclusive of Goods and Services Tax (GST) or Harmonized
Sales Tax (HST) (such as item, quantity, unit of issue, unit price,
fixed time labour rates and level of effort, subcontracts, as
applicable);
deduction for holdback, if applicable;
the extension of the totals, if applicable; and
if applicable, the method of shipment together with
date, case numbers and part or reference numbers, shipment charges
and any other additional charges.


If applicable, the GST or HST must be specified on
all invoices as a separate item. All items that are zero-rated,
exempt or to which the GST or HST does not apply, must be
identified as such on all invoices.
By submitting an invoice, the Contractor certifies
that the invoice is consistent with the Work delivered and is in
accordance with the Contract.

2010A 11 (2010-08-16) Taxes

Municipal Taxes
Municipal Taxes do not apply.

Provincial Taxes

Excluding legislated exceptions, federal government
departments and agencies are not required to pay any sales tax
payable to the province in which the taxable goods or services are
delivered. This exemption has been provided to federal government
departments and agencies under the authority of one of the
following:

Provincial Sales Tax (PST) Exemption Licence Numbers,
for the provinces of:
Prince Edward Island OP-10000-250
Manitoba 390-516-0

for Quebec, Saskatchewan, the Yukon Territory, the
Northwest Territories and Nunavut, an Exemption Certification,
which certifies that the goods or services purchased are not
subject to the provincial/territorial sales and consumption taxes
because they are purchased by the federal government with Canada
funds for the use of the federal government.


Currently, in Alberta, the Yukon Territory, the
Northwest Territories and Nunavut, there is no general PST.
However, if a PST is introduced in Alberta, the Yukon Territory,
the Northwest Territories or Nunavut, the sales tax exemption
certificate would be required on the purchasing document.
Federal departments must pay the HST in the
participating provinces of Newfoundland and Labrador, Nova Scotia,
New Brunswick, Ontario and British Columbia.
The Contractor is not exempt from paying PST under
the above Exemption Licence Numbers or Exemption Certification. The
Contractor must pay the PST on taxable goods or services used or
consumed in the performance of the Contract (in accordance with
applicable provincial legislation), including material incorporated
into real property.


Changes to Taxes and Duties
If there is any change to any tax or duty payable to any level
of government in Canada after the bid submission date that affects
the costs of the Work to the Contractor, the Contract Price will be
adjusted to reflect the increase or decrease in the cost to the
Contractor. However, there will be no adjustment for any change
that increases the cost of the Work to the Contractor if public
notice of the change was given before bid submission date in
sufficient detail to have permitted the Contractor to calculate the
effect of the change on its cost. There will be no adjustment if
the change takes effect after the date required by the Contract for
delivery of the Work.

GST or HST
The estimated GST or HST, if applicable, is included in the
total estimated cost on page 1 of the Contract. The GST or HST is
not included in the Contract Price but will be paid by Canada as
provided in the Invoice Submission section above. The Contractor
agrees to remit to Canada Revenue Agency any amounts of GST and HST
paid or due.

Tax Withholding of 15 Percent
Pursuant to the Income Tax Act, 1985, c. 1 (5th
Supp.) and the Income Tax Regulations, Canada must
withhold 15 percent of the amount to be paid to the Contractor in
respect of services provided in Canada if the Contractor is a
non-resident, unless the Contractor obtains a valid waiver. The
amount withheld will be held on account for the Contractor in
respect to any tax liability which may be owed to Canada.


2010A 12 (2010-01-11) Transportation Costs
If transportation costs are payable by Canada under the Contract
and the Contractor makes the transportation arrangements, shipments
must be made by the most direct and economical means consistent
with normal shipping practice. The costs must be shown as a
separate item on the invoice.
2010A 13 (2010-01-11) Transportation Carriers' Liability
The federal government's policy of underwriting its own risks
precludes payment of insurance or valuation charges for
transportation beyond the point at which ownership of goods passes
to the federal government (determined by the FOB point or
Incoterms). Where increased carrier liability is available without
charge, the Contractor must obtain the increased liability for
shipment.
2010A 14 (2008-05-12) Shipment Documentation
For the shipment of goods, the transportation bill of lading
must accompany the original invoice, except for "collect" shipments
(if and when stipulated), in which event it must accompany the
shipment. In addition, a packing slip must accompany each shipment,
showing item, quantity, part or reference numbers, description of
the goods and contract number, including the CRN and PBN. If the
goods have been inspected at the Contractor's plant, the signed
inspection voucher must be attached to the packing slip normally
enclosed in the packing note envelope.
2010A 15 (2008-05-12) Payment Period

Canada's standard payment period is thirty (30) days.
The payment period is measured from the date an invoice in
acceptable form and content is received in accordance with the
Contract or the date the Work is delivered in acceptable condition
as required in the Contract, whichever is later. A payment is
considered overdue on the 31st day following that date and interest
will be paid automatically in accordance with the section 16.
If the content of the invoice and its substantiating
documentation are not in accordance with the Contract or the Work
is not in acceptable condition, Canada will notify the Contractor
within fifteen (15) days of receipt. The 30-day payment period
begins upon receipt of the revised invoice or the replacement or
corrected Work. Failure by Canada to notify the Contractor within
fifteen (15) days will only result in the date specified in
subsection 1 to apply for the sole purpose of calculating interest
on overdue accounts.

2010A 16 (2008-12-12) Interest on Overdue Accounts

For the purpose of this section:
"Average Rate" means the simple arithmetic mean of the
Bank Rates in effect at 4:00 p.m. Eastern Time each day during the
calendar month immediately before the calendar month in which
payment is made;
"Bank Rate" means the rate of interest established from
time to time by the Bank of Canada as the minimum rate at which the
Bank of Canada makes short term advances to members of the Canadian
Payments Association;
"date of payment" means the date of the negotiable
instrument drawn by the Receiver General for Canada to pay any
amount under the Contract;
an amount becomes "overdue" when it is unpaid on the first day
following the day on which it is due and payable according to the
Contract.

Canada will pay to the Contractor simple interest at
the Average Rate plus 3 percent per year on any amount that is
overdue, from the date that amount becomes overdue until the day
before the date of payment, inclusive. The Contractor is not
required to provide notice to Canada for interest to be
payable.
Canada will pay interest in accordance with this
section only if Canada is responsible for the delay in paying the
Contractor. Canada will not pay interest on overdue advance
payments.

2010A 17 (2008-05-12) Audit
The amount claimed under the Contract is subject to government
audit both before and after payment is made. The Contractor must
keep proper accounts and records of the cost of performing the Work
and keep all documents relating to such cost for six (6) years
after it receives the final payment under the Contract.
2010A 18 (2008-05-12) Compliance with Applicable Laws

The Contractor must comply with all laws applicable
to the performance of the Contract. The Contractor must provide
evidence of compliance with such laws to Canada at such times as
Canada may reasonably request.
The Contractor must obtain and maintain at its own
cost all permits, licenses, regulatory approvals and certificates
required to perform the Work. If requested by the Contracting
Authority, the Contractor must provide a copy of any required
permit, license, regulatory approvals or certificate to
Canada.

2010A 19 (2008-05-12) Ownership

Unless provided otherwise in the Contract, the Work
or any part of the Work belongs to Canada after delivery and
acceptance by or on behalf of Canada.
However if any payment is made to the Contractor for
or on account of any work, either by way of progress or milestone
payments, that work paid for by Canada belongs to Canada upon such
payment being made. This transfer of ownership does not constitute
acceptance by Canada of the Work or any part of the Work and does
not relieve the Contractor of its obligation to perform the Work in
accordance with the Contract.
Despite any transfer of ownership, the Contractor is
responsible for any loss or damage to the Work or any part of the
Work until it is delivered to Canada in accordance with the
Contract. Even after delivery, the Contractor remains responsible
for any loss or damage to any part of the Work caused by the
Contractor or any subcontractor.
Upon transfer of ownership to the Work or any part of
the Work to Canada, the Contractor must, if requested by Canada,
establish to Canada's satisfaction that the title is free and clear
of all claims, liens, attachments, charges or encumbrances. The
Contractor must execute any conveyances and other instruments
necessary to perfect the title that Canada may require.

2010A 20 (2008-05-12) Government Property
The Contractor must take reasonable and proper care of all
Government Property while it is in its possession or subject to its
control. The Contractor is responsible for any loss or damage
resulting from its failure to do so other than loss or damage
caused by ordinary wear and tear.
2010A 21 (2008-05-12) Amendment
To be effective, any amendment to the Contract must be done in
writing by the Contracting Authority and the authorized
representative of the Contractor.
2010A 22 (2008-05-12) Assignment

The Contractor must not assign the Contract without
first obtaining the written consent of the Contracting Authority.
Any assignment made without that consent is void and will have no
effect. The assignment will be effective upon execution of an
assignment agreement signed by the Parties and the assignee.
Assignment of the Contract does not relieve the
Contractor from any obligation under the Contract and it does not
impose any liability upon Canada.

2010A 23 (2008-05-12) Default by the Contractor

If the Contractor is in default in carrying out any
of its obligations under the Contract, the Contracting Authority
may, by giving written notice to the Contractor, terminate for
default the Contract or part of the Contract. The termination will
take effect immediately or at the expiration of a cure period
specified in the notice, if the Contractor has not cured the
default to the satisfaction of the Contracting Authority within
that cure period.
If the Contractor becomes bankrupt or insolvent,
makes an assignment for the benefit of creditors, or takes the
benefit of any statute relating to bankrupt or insolvent debtors,
or if a receiver is appointed under a debt instrument or a
receiving order is made against the Contractor, or an order is made
or a resolution passed for the winding down of the Contractor, the
Contracting Authority may, to the extent permitted by the laws of
Canada, by giving written notice to the Contractor, immediately
terminate for default the Contract or part of the Contract.
If Canada gives notice under subsection 1 or 2, the
Contractor will have no claim for further payment except as
provided in this section. The Contractor will be liable to Canada
for all losses and damages suffered by Canada because of the
default or occurrence upon which the notice was based, including
any increase in the cost incurred by Canada in procuring the Work
from another source. The Contractor agrees to repay immediately to
Canada the portion of any advance payment that is unliquidated at
the date of the termination.
Upon termination of the Contract under this section,
the Contracting Authority may require the Contractor to deliver to
Canada, in the manner and to the extent directed by the Contracting
Authority, any completed parts of the Work which have not been
delivered and accepted before the termination and any materials,
parts, plant, equipment or work-in-process which the Contractor has
acquired or produced specifically in the fulfilment of the
Contract.
Subject to the deduction of any claim that Canada may
have against the Contractor arising under the Contract or out of
the termination, Canada will pay the Contractor the value,
determined on the basis of the Contract Price, including the
proportionate part of the Contractor's profit or fee included in
the Contract Price, of all completed parts of the Work and the Cost
to the Contractor that the Contracting Authority considers
reasonable in respect of all materials, parts, plant, equipment or
work-in-process delivered to Canada pursuant to a direction under
subsection 4 and accepted by Canada.

2010A 24 (2008-05-12) Termination for Convenience

At any time before the completion of the Work, the
Contracting Authority may, by giving notice in writing to the
Contractor, terminate for convenience the Contract or part of the
Contract. Once such a notice of termination for convenience is
given, the Contractor must comply with the requirements of the
termination notice. If the Contract is terminated in part only, the
Contractor must proceed to complete any part of the Work that is
not affected by the termination notice. The termination will take
effect immediately or, as the case may be, at the time specified in
the termination notice.
If a termination notice is given pursuant to
subsection 1, the Contractor will be entitled to be paid, for costs
that have been reasonably and properly incurred to perform the
Contract to the extent that the Contractor has not already been
paid or reimbursed by Canada. The Contractor will be paid:

on the basis of the Contract Price, for all completed
work that is inspected and accepted in accordance with the
Contract, whether completed before, or after the termination in
accordance with the instructions contained in the termination
notice;
the Cost to the Contractor plus a fair and reasonable
profit for all work terminated by the termination notice before
completion; and
all costs incidental to the termination of the Work
incurred by the Contractor but not including the cost of severance
payments or damages to employees whose services are no longer
required, except wages that the Contractor is obligated by statute
to pay.


Canada may reduce the payment in respect of any part
of the Work, if upon inspection, it does not meet the requirements
of the Contract.
The total of the amounts, to which the Contractor is
entitled to be paid under this section, together with any amounts
paid, due or becoming due to the Contractor must not exceed the
Contract Price. The Contractor will have no claim for damages,
compensation, loss of profit, allowance arising out of any
termination notice given by Canada under this section except to the
extent that this section expressly provides. The Contractor agrees
to repay immediately to Canada the portion of any advance payment
that is unliquidated at the date of the termination.

2010A 25 (2008-05-12) Right of Set-off
Without restricting any right of set-off given by law, Canada
may set-off against any amount payable to the Contractor under the
Contract, any amount payable to Canada by the Contractor under the
Contract or under any other current contract. Canada may, when
making a payment pursuant to the Contract, deduct from the amount
payable to the Contractor any such amount payable to Canada by the
Contractor which, by virtue of the right of set-off, may be
retained by Canada.
2010A 26 (2008-05-12) Conflict of Interest and Values and
Ethics Codes for the Public Service
The Contractor acknowledges that individuals who are subject to
the provisions of the Conflict of Interest Act, 2006,
c. 9, s. 2, the Conflict of Interest Code for Members of the House
of Commons, the Values and Ethics Code for the Public Service or
all other codes of values and ethics applicable within specific
organizations cannot derive any direct benefit resulting from the
Contract.
2010A 27 (2008-12-12) Contingency Fees
The Contractor certifies that it has not, directly or
indirectly, paid or agreed to pay and agrees that it will not,
directly or indirectly, pay a contingency fee for the solicitation,
negotiation or obtaining of the Contract to any person, other than
an employee of the Contractor acting in the normal course of the
employee's duties. In this section, "contingency fee"
means any payment or other compensation that depends or is
calculated based on a degree of success in soliciting, negotiating
or obtaining the Contract and "person" includes any individual who
is required to file a return with the registrar pursuant to section
5 of the Lobbying Act, 1985, c. 44 (4th
Supplement).
2010A 28 (2010-01-11) International Sanctions

Persons in Canada, and Canadians outside of Canada,
are bound by economic sanctions imposed by Canada. As a result, the
Government of Canada cannot accept delivery of goods or services
that originate, either directly or indirectly, from the countries
or persons subject to economic
sanctions.
The Contractor must not supply to the Government of
Canada any goods or services which are subject to economic
sanctions.
The Contractor must comply with changes to the
regulations imposed during the period of the Contract. The
Contractor must immediately advise Canada if it is unable to
perform the Work as a result of the imposition of economic
sanctions against a country or person or the addition of a good or
service to the list of sanctioned goods or services. If the Parties
cannot agree on a work around plan, the Contract will be terminated
for the convenience of Canada in accordance with section 24.

2010A 29 (2010-01-11) Code of Conduct for Procurement
The Contractor certifies that it has read the Code
of Conduct for Procurement and agrees to be bound by its
terms.
2010A 30 (2008-05-12) Entire Agreement
The Contract constitutes the entire and only agreement between
the Parties and supersedes all previous negotiations,
communications and other agreements, whether written or oral,
unless they are incorporated by reference in the Contract. There
are no terms, covenants, representations, statements or conditions
binding on the Parties other than those contained in the
Contract.