ARCHIVED General Conditions - Goods or Services (Low Dollar Value)

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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.