1. Terms Binding Upon Acceptance – These Terms and Conditions shall apply to the provision of the labour, materials and/or services detailed in any quotation, purchase order or service order as the case may be (the “Services”) to be provided by ROHL Global Networks Inc. (“ROHL”) on your behalf (“Client”). All quotes are valid for sixty (60) days unless expressly withdrawn or cancelled by ROHL at any time prior to acceptance. By accepting the quotation and/or issuing a purchase order or service order that is accepted in writing by ROHL, the Client agrees to be bound by and comply with these terms set out herein (the “Agreement”).
2. Fees, Taxes and Terms of Payment – Payments shall be made in Canadian funds unless otherwise expressly specified in the quotation, purchase order or service order (hereafter the “Order”). Client shall be billed for the agreed upon Services as set out in the Order plus all applicable taxes. ROHL shall invoice the Client for the Services monthly, in advance, unless otherwise agreed upon in writing by the Client and ROHL. Progress invoicing payments shall be due and payable within thirty (30) days after the date of the ROHL invoice to the Client. Payments past due will be subject to an interest charge of Two Percent (2%) per month compounded monthly, unless otherwise agreed upon in writing by the Client and ROHL, and such interest charge shall accrue from and after the due date of payment to the date that the payment is actually received by ROHL. For greater clarity, Client shall be responsible for payment of all applicable taxes, charges, assessments, fees, duties and withholdings of any kind levied or imposed upon by any government or public authority, including its agencies, commissions and tribunals, having jurisdiction, including without limitation, sales, goods and services and excise taxes. If Client is entitled to an exemption from any applicable taxes, Client is responsible for delivering to ROHL, prior to the commencement of the Services, a valid exemption certificate in such form acceptable to ROHL. Time for payment shall be of the essence.
3. Creditworthiness and Deposits – Client agrees and hereby consents to ROHL checking the Client’s credit worthiness from time to time including, without limiting the generality of the foregoing, making inquiries with credit bureaus, Client’s financial institution(s), vendors and suppliers, to the satisfaction of ROHL in ROHL’s sole discretion. ROHL reserves the right to request, and Client agrees to provide, a deposit in an amount not to exceed three (3) months of the Services plus the material costs for all the Services required for the successful completion of the work set out in the Order. Any desposit held by ROHL shall be held as security for payment of any amounts owing to ROHL by the Client upon completion of all Services set out in the Order. Upon the earlier of completion of the Services by ROHL or termination of the Order, the deposit will be credited to the Client’s account and any remaining credit balance will be refunded to Client within sixty (60) days of the earlier of such completion or termination.
4. Services – From the commencement date stated in this quotation and in consideration of the Fees being paid in accordance with these Terms and Conditions, ROHL shall provide the Services to the Client and shall use reasonable care and skill in its performance of the Services ensuring compliance with any and all relevant building codes and applicable industry practices. ROHL shall have total control of the work at all times and, unless specifically excluded in writing from ROHL’s scope of work, ROHL shall provide all the labour and equipment necessarily incidental to the provision of the Services in accordance with this Agreement. ROHL shall use its best and reasonable efforts to complete its performance of the Services within the time agreed as set out in this quotation; however time will not be of the essence in the performance of these obligations. The Client shall pay ROHL for any additional services provided by ROHL that are not specified in the quotation or PO in accordance with ROHL’s then current, applicable hourly rate in effect at the time of performance or such other rate as may be agreed between ROHL and the Client. Where the Services set out in the quotation or PO include design services, ROHL shall be responsible for developing all drawings and general notes necessary for the acquisition of all permits, including scaled plan and profile data, and shall engage a third party professional engineer to draft, review and stamp said drawings if and when required. The scale, format and size of drawings, and any restrictions, will be noted on the construction drawings. Should the Client require a professional engineer’s seal, this must be stated prior to acceptance of the quote or a change order shall be submitted to the Client for the additional costs to satisfy this requirement. ROHL will adhere to design requirements of the Client’s specifications provided that the Client has documented specification requirements and delivers same to ROHL in a timely way. If no specifications are provided, ROHL will complete the Services to the Bell West OSP Construction Standards.
5. Client Obligations – The Client shall use its best and reasonable efforts to provide ROHL with access to any and all relevant information, materials, properties and other matters which may reasonably be required to enable ROHL to provide the Services. The Client shall provide unimpeded access to the site of the work where the Services are to be provided and shall acquire any permissions, consents, licences, permits or other matters which are required to enable ROHL to provide the Services. ROHL shall not be liable for any delay or failure to provide the Services where such delay or failure is due to the Client’s failure to comply with the provisions of this Clause 4. ROHL reserves the right to ask the client to remove items/vehicles etc. before works commence. If this is not adhered to, any damage caused WILL NOT be ROHL’s responsibility and ROHL WILL NOT accept liability.
6. Changes – The Client may make changes to the scope of the Services, including changes to the drawings and specifications, by giving written notice to ROHL. If such changes affect the cost of or the time required for performance of the Services, an equitable adjustment in the price or date of delivery or both will be made.
7. Warranty – ROHL warrants to the Client that the Services supplied under this Agreement shall be
free from defects in material, workmanship and design, suitable for the purposes intended or implied, in compliance with all applicable specifications for a period of twelve (12) months from the date of substantial completion.
8. Confidentiality – the Client and ROHL mutually undertake to hold any of the information either receives in connection with this Agreement, including the details, terms and conditions of this
Agreement, in strict confidence and shall not disclose or release in any manner such information to any third party nor to use such Confidential Information for any other purpose and to disclose Confidential Information only to those of its employees or agents who need to know such Confidential Information for the said purpose.
9. Indemnification – Except for damages caused by the negligence of the Client, ROHL shall defend, indemnify and hold the Client harmless from all claims, actions, demands, loss and cases of action arising from injury, including death, to any person, or damage to any property, when such injury or damage results in whole or in part from the acts or omissions of ROHL.
10. Insurance – ROHL and any Subcontractor used by ROHL in connection with this Agreement shall carry Comprehensive General Liability and adequate Comprehensive Automobile Liability Insurance. At the Client’s written request, ROHL shall provide certificates from ROHL’s insurers showing that such coverage is in effect and agreeing to give the Client thirty (30) days’ prior notice of cancellation of the coverage. Client shall be solely responsible for property and casualty insurance, including course of construction coverage.
11. Assignment and Sub-Contracting – This Agreement may not be assigned by the Client without written approval of ROHL. In case such consent is given, the Client remains liable as if no such transfer has been made. ROHL shall be free to sub-contract the provision of the Services (or any part thereof). Where ROHL sub-contracts the provision of the Services or any part thereof it shall ensure that any and all sub-contractors are reasonably skilled in the relevant practices and shall not pass any additional charges that may be incurred through the use of such sub-contractors on to the Client.
12. Default – A party is in default of its obligations under this agreement if any of the following events occur, namely:
(a) such party is adjudged bankrupt or insolvent by a court of competent jurisdiction, or from time to time otherwise becomes insolvent, as evidenced by its inability to pay its debts generally as and when they become due; or (b) such party is in default of its obligations hereunder and fails to cure such default within FIVE (5) calendar days of written notice from the non-defaulting party, or if such default cannot be cured within FIVE (5) days, within such longer period as the non-defaulting party may agree, acting reasonably, and provided the defaulting party commences promptly to, and diligently proceeds with, curing the default. Upon the occurrence of any of the above events, the non-defaulting party may, by written notice to the defaulting party, terminate this agreement without prejudice to any other right or remedy available to it at law and without liability for such termination. Neither the Client nor Rohl shall be liable to the other for indirect damages, for loss of profit or for damages arising from loss of use or production.
13. Force Majeure and Escalation Provisions – ROHL shall not be liable for default or delay due to any and all causes beyond ROHL’s reasonable control and without fault or negligence on the part of ROHL, provided ROHL gives the Client notice in writing when any such cause appears likely to delay deliveries and/or performances of the Services and takes appropriate action to avoid or minimize such delay. If any such default or delay threatens to impair ROHL’s ability to meet delivery requirements for the Services, the Client shall have the right, without any liability to ROHL, to cancel the portion or portions of the Services so affected. The fees payable to ROHL for the Services are based on current labour and materials rates in the place of the work at the date and time of the Order. In the event there is an increase in any labour rate(s) or material cost(s) in connection with the Services after the date of the Order is signed but prior to the completion of the Services (an “Escalation”), Client agrees to fully compensate and indemnify ROHL for such Escalation provided that: (i) ROHL promptly provides written notice to the Client of the Escalation together with reasonable supporting documentation; (ii) the Escalation in question represents an increase greater than nine percent (9%) of the fees payable to ROHL for the Services; and (iii) the Escalation is due to reasons beyond ROHL’s control.
14. Governing law – This Agreement shall be governed by the laws of the place of the work.