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Legal text for SACC item
Public Works and Government Services Canada
01 Interpretation
02 Standard Clauses and Conditions
03 Status of the Contractor
04 Condition of Material
05 Inspection, Acceptance and Warranty
06 Invoice Submission
07 Taxes
08 Transportation charges
09 Shipment Documentation
10 Payment Period
11 Interest on Overdue Accounts
12 Audit
13 Compliance with Applicable Laws
14 Time of the Essence
15 Ownership
16 Government Property
17 Amendment and Assignment
18 Default by the Contractor
19 Termination for Convenience
20 Right of Set-off
21 Conflict of Interest and Values and Ethics Codes for the Public
Service
22 Contingency Fees
23 International Sanctions
24 Code of Conduct for Procurement
25 Entire Agreement
2029 01 (2008-05-12) Interpretation
In the Contract, unless the context otherwise requires:
"Articles of Agreement" means the clauses and conditions set out 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 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;
"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 activities, services, goods, equipment, matters and things
required to be done, delivered or performed by the Contractor under the
Contract.
2029 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.
2029 03 (2008-05-12) Status of the Contractor
The Contractor is as an independent Contractor engaged by Canada to perform
the Work. Neither the Contractor nor any of its personnel is engaged as an
employee, servant or agent of Canada. The Contractor is responsible for all
deductions and remittances required by law in relation to its employees.
2029 04 (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, specification
and part number that is in effect on the bid solicitation closing date or,
if there was no bid solicitation, the date of the Contract.
2029 05 (2008-05-12) Inspection, Acceptance and Warranty
The Contractor must perform the Work efficiently in accordance with
standards of quality acceptable to Canada and in full conformity with all
the requirements of the Contract.
All the Work is subject to inspection and acceptance by Canada. 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 the Canada to do
so, must replace, repair or correct, at its own option and expense the part
of the Work found to be defective or not in conformance with the
requirements of the Contract. For goods, 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. Any work replaced, repaired or corrected pursuant to this
section is subject to all provisions of the Contract to the same extent as
Work initially performed.
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 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 paid its reasonable traveling and living expenses.
2029 06 (2008-05-12) Invoice Submission
1. 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 of final delivery.
2. Invoices must show:
(a) 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);
(b) 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);
(c) deduction for holdback, if applicable;
(d) the extension of the totals, if applicable; and
(e) if applicable, the method of shipment together with date,
case numbers and part or reference numbers, shipment charges
and any other additional charges.
3. 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.
4. By submitting an invoice, the Contractor certifies that the invoice
is consistent with the Work delivered and is in accordance with the
Contract.
2029 07 (2008-05-12) Taxes
1. Municipal Taxes
Municipal Taxes are not applicable.
2. Provincial Taxes
(a) 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:
(i) Provincial Sales Tax (PST) Exemption License Numbers,
for the provinces of:
Prince Edward Island OP-10000-250
Ontario 11708174G
Manitoba 390-516-0
British Columbia R005521
(ii) for Quebec, Saskatchewan, the Yukon Territory, the
Northwest Territories and Nunavut, an Exemption
Certificate, 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.
(b) 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.
(c) Federal departments are required to pay the HST in the
participating provinces of Newfoundland and Labrador, Nova
Scotia and New Brunswick.
(d) The Contractor is not exempt from paying PST under the above
Exemption License Numbers or Exemption Certificate. 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.
3. 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.
4. GST or HST
The estimated GST or HST, if applicable, is included in the total
estimated cost 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.
5. Tax Withholding of 15 Percent
Pursuant to the Income Tax Act, R.S.C. 1985, c. 1 (5th Supp.), Canada must
withhold an amount of 15 percent of the price to be paid to the Contractor
in respect of services provided in Canada if the Contractor is a
non-resident. This amount will be held on account with respect to any
liability which may be owed to Canada.
2029 08 (2008-05-12) Transportation Charges
If transportation charges 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 charges must be shown as a separate item on the invoice.
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.
2029 09 (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.
2029 10 (2008-05-12) Period of Payment
1. 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 section 11.
2. 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.
2029 11 (2008-05-12) Interest on Overdue Accounts
1. For the purposes of this section:
"Average Rate" means the simple arithmetic mean of the Bank Rates in
effect at 4:00 p.m. Eastern Standard Time each day during the
calendar month which 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.
2. Canada will pay 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.
3. 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.
2029 12 (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.
2029 13 (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 costs all permits,
licences, 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, licence, regulatory approvals or
certificate to Canada.
2029 14 (2008-05-12) Time of the Essence
It is essential the Work be delivered within or at the time stated in the
Contract.
2029 15 (2008-05-12) Ownership
Unless provided otherwise in the Contract, the Work or part of the Work
belongs to Canada after delivery and acceptance by or on behalf of Canada.
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.
2029 16 (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.
2029 17 (2008-05-12) Amendment and Assignment
The Contract must not be amended or assigned, in whole or in part, without
the prior written agreement of the Parties.
2029 18 (2008-05-12) Default by the Contractor
If the Contractor is in default in carrying out any of its obligations
under the Contract, or is bankrupt or insolvent or in receivership, the
Contracting Authority may, by giving written notice to the Contractor,
terminate for default the Contract or part of the Contract. Upon the
giving of such notice, the Contractor will have no claim for further
payment and remains liable to Canada for all losses and damages suffered by
Canada because of the default, including any increase in the cost incurred
by Canada in procuring the Work from another source.
2029 19 (2008-05-12) Termination for Convenience
At any time before the completion of the Work, the Contracting Authority
may, by giving notice to the Contractor, terminate for convenience the
Contract or part of the Contract. In such case, the Contractor will be
paid for Work that has been performed, accepted and unpaid in accordance
with the Contract price. The Contractor will be entitled to be reimbursed
the actual costs reasonably and properly incurred as a direct result of the
termination, but in no case such reimbursement must exceed the Contract
price. The Contractor will have no claim for damages, compensation, loss
of profit or otherwise, except as provided in this section.
2029 20 (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.
2029 21 (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.
2029 22 (2008-05-12) 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 Lobbyists
Registration Act, R.S. 1985, c.44 (4th Supplement).
2029 23 (2008-05-12) International Sanctions
1. 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.
Details on existing sanctions can be found at:
http://www.dfait-maeci.gc.ca/trade/sanctions-en.asp.
2. The Contractor must not supply to the Government of Canada any goods
or services which are subject to economic sanctions.
3. 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 19.
2029 24 (2008-05-12) 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.
2029 25 (2008-05-12) Entire Agreement
The Contract constitutes the entire and sole agreement between the Parties.