The following provisions shall be incorporated into each and every contract between Bilt and the Vendor unless otherwise indicated. Vendor is defined as a subcontractor where goods and services may be provided, or a supplier who provides goods only.
- Vendor agrees that the terms and conditions in this Purchase Order, and this addendum, supersede all other agreements, proposals, or quote terms and conditions in relation to this project.
- The Vendor represents and warrants to Bilt that its cost breakdown as prescribed in the contract will be fully sufficient to account for all fees, expenses and cost whatsoever that the Vendor will be entitled to claim for the provision of its services to Bilt, including the provision of labour, material and equipment, save for those attributable to change orders approved in writing by Bilt. The Vendor agrees to be solely responsible for any and all fees, expenses and costs it fails to account for in the contract, save for those attributed to change orders approved in writing by Bilt.
- The Vendor acknowledges and agrees that it has no ownership or rights to any of the supplies and materials placed on order.
- Vendor agrees to perform all of its services under the contract in a professional, timely and courteous manner. Vendor agrees all work shall comply with the proper industry codes for the region where the work is being performed and to complete any necessary modifications or repairs as requested by the local inspectors, architect on record for the project, or engineering firm(s) on record for the project.
- Vendor agrees that any drawings, specifications and other project documents provided by Bilt outline the scope that shall be delivered by the Vendor and that these documents supersede any scope or details that may be referenced to in the Vendor quote or other documents provided by the Vendor. If the Vendor quote is included as an addendum to this agreement it is for the purpose of recording the agreed upon price and also to identify any exclusions the Subcontractor has made to the scope of Work If Bilt’s documentation includes a specific scope of work and the quote from the Vendor has the scope of work excluded, Vendor agrees that Bilt’s documentation is correct.
- If Vendor fails to provide the necessary manpower to deliver the project, Bilt will do its best to accommodate the Vendor’s circumstances but has the right to supplement with other vendors or its own workforce and Vendor agrees to cover the cost of any supplemental manpower as a back charge at cost.
- Bilt has the right to terminate the contract for convenience on 7 days’ written notice, and if it does so, the Vendor agrees to cooperate with Bilt for an orderly close-out of its work and exit from the project. Bilt will pay the Vendor for all work performed according to the contract prior to the notice, and for all work performed after the notice that is reasonably necessary.
- The Vendor agrees to adhere to the work schedule as prescribed in the contract. If the Vendor fails to meet any step of the work schedule or fails to deliver its services on time and with the quality of workmanship and service as contracted, Bilt may terminate this Agreement immediately by written notice.
- Vendor agrees to provide a 12-month warranty on all services provided in addition to any manufacturer warranty on material and equipment provided.
- Vendor agrees a 10% holdback in accordance with legislation and statutory requirements shall be held back for both lien purposes and until the Vendor’s complete scope of work is complete and all deficiencies are corrected. This holdback shall be held by Bilt, or the end client, until the work is deemed to be complete and until all holdbacks are to be paid back in accordance with applicable legislation.
- If the project is substantially complete and the occupancy permit has been granted, Bilt agrees to holdback no more than the maximum amounts necessary for a third party to complete the work, to correct specified deficiencies, or the legislated holdback amounts.
- Vendor agrees to pay all its subcontractors in a timely manner regardless of when Bilt pays Vendor. Should the Vendor or a Vendor’s subcontractor place a lien on the project property for any reason, Vendor shall obtain discharge of such lien at its sole cost and expense within 7 working days from Bilt notifying Vendor of the same, or alternatively Bilt in its sole discretion may discharge the lien and Vendor agrees to pay all Bilt’s costs and expenses including legal fees on a solicitor-own-client basis. If such lien is as a result of the Vendor failing to pay their subcontractor, Vendor accepts all responsibility and costs from all parties to resolve the dispute.
- Vendor agrees that any damages it or its personnel or subcontractors cause resulting in a change order for a different subcontractor will be paid for by the Vendor.
- Vendor agrees that Bilt shall be entitled to liquidated damages in the event the project is delayed because of Vendor’s acts or omissions, and Bilt may deduct or set off said liquidated damages against any and all payments owing or payable to the Vendor. Liquidated damages shall be calculated by the following formula:
[(total value of subcontract) / (# days scheduled for subcontract work)] x (# days delay)
The parties agree that this calculation represents a genuine pre-estimate of delay damages, and agree further that such amount of liquidated damages is in addition to, and not inclusive of or in substitution for actual costs incurred by Bilt to remedy Vendor’s defective work or for any other damages arising because of Vendor’s acts or omissions, negligence, or breach of contract, and this agreement for liquidated damages is intended to be in addition to and not a substitute for any other remedy or recourse available to Bilt in law or equity.
- The Vendor is free to engage in work with third parties outside the scope of the contract provided that such activities do not conflict with the Vendor’s obligations and duties prescribed under the contract. In any event that such activities are in conflict or detract from the successful performance of the service to be provided, the Vendor agrees that its service performed for Bilt shall take precedence over any other activities, failing which Bilt may terminate the contract by written notice
- The Vendor agrees that should Bilt take any steps to enforce the terms and conditions of the contract, the Vendor shall be liable for any and all of Bilt’s legal expenses on a solicitor and client full indemnity basis.
- The Vendor agrees to fully indemnify and save harmless Bilt and its directors, officers, employees, representatives, and agents from any and all loss, damage, or claims of any type which arise out of the action, omission or negligence on the part of the Vendor, its personnel and its Vendors. Nothing contained in the contract shall be deemed to constitute a partnership, a joint venture, or an employment relationship between the Vendor and Bilt and neither party shall represent or permit a representation to the contrary.
- Bilt and the Vendor agree that they each had sufficient time prior to the execution of the contract to review, discuss, bargain and amend the content and form of the contract. Each of them had the opportunity to seek legal advice. Both parties agree that the terms and conditions of the contract are fair and adhere to existing industry standards.
- The Vendor shall maintain Workers’ Compensation coverage for the duration of the contract and adhere to any and all safety and health regulations, employment standards, as well as other government regulations and bylaws applicable to a construction site. The Vendor acknowledges and represents that it has made an on-site inspection of the premises and the work area so as to be familiar with all conditions which may affect the safety and health of its employees, agents, representatives and Vendors. Bilt reserves the right to inspect the safety and work performance of the Vendor to ascertain compliance with these applicable provisions. The Vendor shall immediately report to Bilt all near misses, accidents, injuries, death and property damages that occur onsite. The Vendor shall promptly furnish to Bilt copies of any Workers’ Compensation report of injury or illness and assist Bilt in any investigation regarding accidents, near misses, illness, injury, death or property damage. Vendor agrees to use its own workforce. If Vendor subcontracts any portion of work out, Vendor agrees to ensure its subcontractors maintain WCB coverage and that its WCB coverage will apply to its subcontractors in the event its subcontractors are not covered.
- Vendor shall give Bilt advance notice if it intends to file any lien against the project lands, and shall promptly notify Bilt if it becomes aware of any lien filed by it or a third party.
- The contract may not be assigned or subcontracted, in full or in part, without written consent of Bilt.
- Vendor agrees to mark up approved change orders no more than 5% for overhead and 5% for cost.
- Vendor agrees that this Purchase Order is for a fixed amount and that no change orders or other charges shall apply to complete the work without agreement in writing by all parties.
- The Vendor shall provide a Certificate of Insurance prior to starting work and shall maintain said coverage until the termination or expiration of the contract.
BILT shall undertake the services in a good and professional manner in accordance with the accepted industry standards, diligently and in good faith. BILT shall adhere to all applicable federal, provincial and municipal requirements.
BILT shall apply best effort to keep in confidence and protect the client’s proprietary and confidential information.
The client agrees to bear any and all risks, cost overruns, and delays, caused by inclement weather, late approval by relevant authorities, late funding by the client or the client’s lender, and late delivery of materials, supplies as well as equipment.
Unless agreed upon in writing, BILT shall not be responsible for maintaining requisite holdbacks pursuant to the Alberta Builders’ Lien Act.
The client agrees to save BILT harmless and indemnify BILT for any and all liabilities, damages, expenses and costs, including legal costs on a solicitor and his own client full indemnity basis for any and all injuries, death, destruction of property and monetary loss attributable to the action, omission or negligence on the part of the client.
The relationship between BILT and the client shall not be construed or implied to be a partnership or joint venture.
Unless otherwise agreed to in writing, BILT shall be solely in charge of the provision of services as prescribed in the agreement. The client shall not interfere with the operations carried out by BILT as well as the subcontractors unless consented to by BILT. The client shall not conduct any of its own works onsite or enter into an agreement with another contractor or subcontractor, without the express consent of BILT.
All late payments payable to BILT shall bear an interest rate of 2% per month.
The client shall cooperate with BILT fully to ensure timely access to the worksite as well as the health and safety of all workers. The client shall not permit access to the worksite for any and all individuals, including the personnel and representatives of the client, without prior notice to BILT.