ARCHIVED Purchase of Commercially Available Goods and Services

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Legal text for SACC item

Public Works and Government Services Canada

01     Interpretation
02     Warranties
03     Title, Acceptance and Risk
04     Payment
05     Default and Bankruptcy
06     Termination
07     No Bribe, etc.
08     Members of the House of Commons
09     Changes to Taxes and Duties
10     Time of Essence
11     Certification - Contingency Fees
12     Interest on Overdue Accounts
13     Conflict of Interest


9329   01     (2004-12-10)  Interpretation

1.     In the Contract, unless the context otherwise requires,

       "Canada", "Crown", or "Her Majesty" or "the Government" means Her 
       Majesty the Queen in right of Canada;

       "Contract" means these general conditions, any referenced provisions 
       and the agreement to which they are attached;

       "Minister" means the Minister of Public Works and Government 
       Services and any other person duly authorized to act on the 
       Minister's behalf.

       "Work" means the whole of the work, services, materials, matters and 
       things required to be done, furnished and/or performed by the 
       Contractor in order to carry out the Contract;

9329   02     (1991-06-01)  Warranties

1.     The Contractor represents and warrants that the Work will be of a 
       proper quality, free from any defect in material and workmanship, 
       and shall be in full conformity with all other requirements of the 
       Contract.

2.     Notwithstanding prior acceptance of the Work and without restricting 
       any other term of the Contract or any conditions, warranty or 
       provision implied or imposed by law, the Contractor, if requested by 
       the Minister to do so, shall replace or repair at its option and its 
       own expense any Work which becomes defective or which fails to 
       conform to the Contract requirements as a result of faulty or 
       inefficient manufacture, material or Workmanship, notice of which is 
       provided to the Contractor within a reasonable time during or after 
       the warranty period which commences the day after delivery and 
       acceptance of the Work. Unless otherwise stipulated in the Contract, 
       the warranty period will be ninety (90) days or the length of the 
       Contractor's or manufacturer's standard warranty period, whichever 
       is longer.

9329   03     (1991-06-01)  Title, Acceptance and Risk

1.     Except as otherwise provided in the Contract, title to the Work or 
       any part thereof shall vest in Canada upon delivery to and 
       acceptance by Canada of the Work or any part thereof.

2.     Where title to any Work or any part thereof, or any rights vest in 
       Canada under the Contract, the Contractor shall execute such 
       conveyances and other documents relating to title as may be required 
       to evidence the title or rights of Canada.

3.     Unless otherwise specified in the Contract, risk of loss or damage 
       to the Work or any part thereof shall remain with the Contractor 
       until delivery to and acceptance by Canada.

9329   04     (1998-06-15)  Payment 
1.     Payment by Canada for the Work shall be made following delivery, 
       inspection and acceptance of the Work, and following presentation of 
       invoices and such other documentation as the Minister may reasonably 
       require, and of which prior notice has been furnished.

2.     The period for payments shall be within thirty (30) days, calculated 
       from:

       (a)    the date the invoice is received, or
       (b)    the date of receipt of the goods,

       whichever is the later date.

9329   05     (1991-06-01)  Default and Bankruptcy

Without prejudice to any other rights or remedies, if the Contractor is in 
default in performance of the Contract or is bankrupt or insolvent or in 
receivership, the Minister may terminate all or a portion of the Contract.

9329   06     (1991-06-01)  Termination

1.     The Minister may at any time, by notice, terminate the Contract or 
       reduce the quantity or scope of the Work to be delivered and the 
       Contractor will give effect to such notice thereof according to its 
       terms.

2.     In such a case, all Work delivered and accepted and unpaid in 
       accordance with the notice shall be paid for in accordance with the 
       pricing basis established in the Contract.  The Contractor shall be 
       entitled to be reimbursed the actual costs reasonably and properly 
       incurred as a direct result of the termination, but in no case shall 
       such reimbursement exceed the Contract price or shall the Contractor 
       have claim for damages, compensation, loss of profit or otherwise, 
       except as herein provided.

9329   07     (1994-06-01)  No Bribe, etc.

The Contractor represents and covenants that no bribe, gift or other 
inducement has been or will be paid, given, promised, or offered to any 
official or employee of Canada for, or with a view to, the obtaining of the 
Contract by the Contractor.

9329   08     (1991-06-01)  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.

9329   09     (1991-06-01)  Changes to Taxes and Duties

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 or any other 
federal or provincial sales, excise or other like duties, taxes, charges or 
impositions after the bid submission date and which affects the costs to 
the Bidder/Contractor of the Work, the bid/Contract price shall be adjusted 
to reflect the increase or decrease in the cost to the Bidder/Contractor.

9329   10     (1991-06-01)  Time of Essence

Time is of the essence of the Contract.

9329   11     (1994-06-06)  Certification - Contingency Fees

1.     The Contractor certifies that it has not directly or indirectly paid 
       or agreed to pay and covenants that it will not directly or 
       indirectly pay a contingency fee for the solicitation, negotiation 
       or obtaining of this Contract to any person other than an employee 
       acting in the normal course of the employee's duties.

2.     All accounts and records pertaining to payments of fees or other 
       compensation for the solicitation, obtaining or negotiation of the 
       Contract shall be subject to the Accounts and Audit provisions of 
       the Contract.

3.     If the Contractor certifies falsely under this section or is in 
       default of the obligations contained therein, the Minister may 
       either terminate this Contract for default in accordance with the 
       termination for default provisions of the Contract or recover from 
       the Contractor by way of reduction to the Contract Price or 
       otherwise the full amount of the contingency fee.

4.     In this section:

       "contingency fee" means any payment or other compensation that is 
       contingent upon or is calculated upon the basis of a degree of 
       success in soliciting or obtaining a government contract or 
       negotiating the whole or any part of its terms;

       "employee" means a person with whom the Contractor has an employer/
       employee relationship;
       "person" includes an individual or group of individuals, a 
       corporation, a partnership, an organization and an association and, 
       without restricting the generality of the foregoing, includes any 
       individual who is required to file a return with the registrar 
       pursuant to section 5 of the Lobbyist Registration Act, R.S. 1985 c.44 
       (4th Supplement) as the same may be amended from time to time.

9329   12     (2000-12-01)  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 precedes the calendar month in 
       which payment is made, where the "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 and given for payment of an 
       amount due and payable;

       an amount is "due and payable" when it is due and payable by Canada 
       to the Contractor in accordance with the terms of the Contract; and

       an amount becomes "overdue" when it is unpaid on the first day 
       following the day upon which it is due and payable.

2.     Subject to the Contract, Canada shall be liable to pay to the 
       Contractor simple interest at the Average Rate plus 3 percent per 
       annum on any amount that is overdue, from the date such amount 
       becomes overdue until the day prior to the date of payment, 
       inclusive. Interest shall be paid without notice from the Contractor.

3.     Canada shall not be liable to pay interest in accordance with this 
       section if Canada is not responsible for the delay in paying the 
       Contractor.

4.     Canada shall not be liable to pay interest on overdue advance 
       payments.

9329   13     (2004-05-14)  Conflict of Interest

The Contractor agrees that it is a term of the Contract that no person who 
is not in compliance with the provisions of the Conflict of Interest and 
Post-Employment Code for Public Office Holders or the Values and Ethics 
Code for the Public Service (2003), shall derive any direct benefit from 
this Contract.