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The Terms and Conditions below appear on the back of all Rogers Purchase Orders.
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PURCHASE ORDER AGREEMENT

APPLICABILITY

THE TERMS AND CONDITIONS GOVERNING THIS PURCHASE ORDER AGREEMENT (THE "PURCHASE ORDER") WILL DEPEND ON THE NATURE OF THE PURCHASE ORDER REQUEST.
SECTIONS A AND B APPLY TO ALL PURCHASES OF PRODUCTS ONLY.
SECTIONS A AND C APPLY TO ALL PURCHASES OF SERVICES ONLY.
SECTIONS A, B AND C APPLY TO ALL PURCHASES OF PRODUCTS AND SERVICES TOGETHER. SECTIONS A, B, C AND D APPLY TO ALL PURCHASES OF CONSTRUCTION, MAINTENANCE AND
INSTALLATION SERVICES.
BY PROVIDING THE PRODUCTS AND/OR PERFORMING THE SERVICES, SELLER AGREES TO BE BOUND BY AND ACCEPT THE TERMS AND CONDITIONS SET FORTH IN THIS PURCHASE ORDER.


SECTION A - APPLICABLE TO PURCHASE OF PRODUCTS AND/OR SERVICES

1. AGREEMENT

This Purchase Order confirms the agreement between Rogers and the person to whom this Purchase Order is addressed (the "Seller") to purchase the products and/or services listed on the face of this Purchase Order (the "Products" and/or "Services") on the following terms and conditions. Rogers hereby retains Seller and Seller hereby accepts such retainer to provide to Rogers and its affiliates the Products and/or Services. To the extent not already owned by Rogers, Seller hereby assigns and transfers, and agrees that Rogers shall be the exclusive owner of all of Seller's right, title and interest to any work product of Seller delivered to Rogers as part of the Services from and after its creation by Seller and throughout the world, including all intellectual property rights therein. Rogers shall not be bound by any alterations, changes, variations or additions to the terms and conditions of this Purchase Order unless expressly agreed to in writing by two (2) authorised signatories of Rogers. If the following terms and conditions conflict with the terms set forth on the front of this Purchase Order, the terms on the front shall prevail. For greater certainty, it is agreed that the terms and conditions of this Purchase Order shall supersede any terms and conditions appearing on Seller's waybill, acknowledgment of receipt of this Purchase Order or other forms or documentation. Notwithstanding the foregoing, if Seller and Rogers have executed an agreement regarding the purchase of Products and/or Services, the terms and conditions of such agreement will supersede the terms and conditions on the back of this Purchase Order, unless there is an express statement to the contrary.

2. CHANGE NOTICES

At any time Rogers may request changes as applicable in the description, drawings, specifications, service requirements, quantities or delivery schedules or shipping and packing instructions relating to the Products and/or Services by sending to Seller a Purchase Order revision. Seller shall have five (5) days from the date of receipt of such Purchase Order revision to notify Rogers in writing if it does not accept such changes. If Rogers does not receive written notification within such five (5) day period, Seller shall be deemed to have accepted the Purchase Order revision. If Seller advises Rogers that it does not accept any or all of the changes requested by Rogers within
such five (5) day period, Rogers may terminate the Purchase Order. If Rogers does not terminate this Purchase
Order, it shall remain in full force and effect, unamended.

3. DELIVERY

Time is of the essence with respect to this Purchase Order. If Seller fails to deliver the Products and/or Services by the delivery date set forth on the face of this Purchase Order in the quantities or of the nature specified on the face of this Purchase Order or in a Statement of Work attached to this Purchase Order, Rogers may immediately terminate this Purchase Order, either in whole or in part, and may refuse to accept delivery of any Product delivered and/or Service specified in this Purchase Order, and to return, at Seller's expense, all shipped Products to Seller. Seller shall indemnify Rogers against any loss resulting from such default or delay, provided that Seller shall not be liable for default or delay arising solely from causes beyond its reasonable control and without its negligence, and provided that notice of such unavoidable delay is promptly given to Rogers in writing. The provision of such notice by Seller is without prejudice to Rogers' right to terminate this Purchase Order.

4. PRICES FOR PRODUCTS AND FEES FOR SERVICES

Seller will sell and provide Products and/or perform the Services for and on behalf of Rogers and its affiliates for the prices and fees set out on the face of this Purchase Order or, for Services, in the applicable Statement of Work.

5. INSURANCE

Seller  shall  maintain  insurance  with  responsible  insurers  against  such  risks  and  in  such  amounts  that  could reasonably be expected to be carried by persons acting prudently and in a similar business to that of Seller. Without limiting the generality of the foregoing, Seller shall obtain and maintain Commercial General Liability insurance with limits not less than three million dollars ($3,000,000) on a per-occurrence basis and shall name Rogers as an additional  insured.  Prior  to  commencement  of  work  and  annually  thereafter,  Seller  shall  furnish  to  Rogers  a certificate of insurance (i) confirming the coverage set forth above, (ii) confirming Rogers as an additional insured on  the  General  Liability  Insurance,  and  (iii)  stipulating  that  the  required  coverage  shall  not  be  cancelled  or materially altered to the detriment of Rogers unless the insurer or Seller provides at least thirty (30) days' prior written notice to Rogers.

6. TAXES

The fees set forth in the Purchase Order and any Statement of Work for which Seller is entitled to be paid by Rogers under this Purchase Order exclude all applicable taxes and Rogers shall pay and Seller shall remit the same to all applicable taxing authorities as required by law.

7. WITHHOLDING TAXES

Notwithstanding any other provision of this Purchase Order, Rogers and its affiliates shall be entitled to withhold from all fees payable to Seller hereunder all applicable withholding taxes and to remit same to all applicable taxing authorities as required by law.

8. INVOICING AND PAYMENT

The Purchase Order number and item number(s) and Rogers' part number(s) and/or description of Services provided, as applicable, shall be clearly shown on all invoices. Invoices shall be submitted in a form which corresponds to the items listed on the face of this Purchase Order. Applicable federal and provincial sales, harmonised, and goods and services taxes (even if included in the price) shall be separately identified on each invoice. Where the Products and/or Services have been identified by Rogers as intended for resale, Seller shall not invoice for provincial sales tax ("PST"), as Rogers is PST exempt (based on the goods for resale exemption: Saskatchewan PST Vendor Permit No. CA_GLB,  Manitoba  RST  Vendor  Permit  No. ______________ ,  and  British  Columbia  PST  Vendor  Permit  No. _______________ ). Invoices shall be forwarded in duplicate to the address shown on the face of this Purchase Order. If costs for any transportation, freight or insurance charges relating to Products are prepaid on Rogers' behalf, these costs shall be shown separately on the invoice. Rogers will pay correct invoices received from Seller within sixty (60) days of the later of (i) the date of receipt by Rogers of such invoice, and (ii) the date of Rogers' acceptance of the Product or Services, as the case may be. Seller shall remedy any inadequacy in an invoice to the satisfaction of Rogers.

 

9. GENERAL WARRANTIES

Without limiting any warranties that may otherwise be associated with the Products or Services, including, without limitation, implied warranties and warranties stated in any of Seller's documentation in favour of Rogers, Seller expressly warrants that (i) the Products and Services covered by this Purchase Order and their use by Rogers will not infringe any patents, trademarks, industrial design, copyright, or similar rights; (ii) Seller will not infringe upon any patents, trademarks, industrial design, copyright, or similar rights in the performance of its obligations under this Purchase Order, and (iii) Seller will, at all times process, provide and receive all date-related data in an accurate and uninterrupted manner and will only utilise hardware or software which does and will at all times process, provide and receive all date-related data in an accurate and uninterrupted manner.


10. LIMITATION OF LIABILITY

Except for Seller's indemnity obligations set forth in Section 11, (i)  the liability of a party to the other party for any breach of this Purchase Order shall in all circumstances be limited to the direct damages arising from such breach and shall not exceed, in the aggregate, the purchase price of the Products and/or Services, and (ii)  in no event shall either party have any liability to the other party for any special, consequential, indirect, incidental, exemplary or punitive losses or damages or loss of profit, whether in contract, tort or otherwise, resulting from or arising in connection with any breach of this Purchase Order by it.


11. INDEMNITIES

Notwithstanding any other provisions hereof, Seller shall defend, indemnify and save harmless Rogers, its affiliates, employees, officers, directors, shareholders and agents from and against any allegations, claims, costs, damages, expenses, suits or proceedings, including legal fees, direct, indirect, third party, special and consequential damages arising out of or as a result of or relating in any manner whatsoever to:
(a) any encumbrances upon or in respect of any works-in-process or finished Product furnished to, or in respect of which payment has been made by Rogers;
(b) any claim that a Product and/or a Service or any part thereof infringes any patent, copyright, trademark, industrial design, trade secret or other intellectual property right or contractual right or obligation;
(c) any breach by Seller of any of the representations, warranties and covenants under this Purchase Order;
(d) any injury to persons (including injuries resulting in death) or loss of or damage to property of others arising out of or in connection with this Purchase Order;
(e) any breach of Section 13 - Confidentiality; and
(f) any failure by Rogers or its affiliates to withhold or pay income taxes, Canada Pension Plan contributions, employment insurance premiums and/or any other legally required deductions from or in respect of any amounts paid to Seller in respect of the Services.
Seller shall notify Rogers in writing of any such potential liability and, upon Rogers' request, Seller shall have complete authority, at Seller's expense, to conduct Seller's defence. Rogers shall co-operate with Seller, at Seller's expense, throughout any such proceeding. At Rogers' request, Rogers will have complete authority to participate in any such proceedings and Seller will notify and co-operate with Rogers throughout such participation by Rogers. Seller will pay all damages and costs awarded against Rogers.


12. INFRINGEMENT CLAIM

If all or any part of the Products and/or Services is, in Seller's opinion, likely to or otherwise does become the subject of a claim for infringement of any intellectual property rights, Seller shall, at its option and its sole cost and expense, either:
(a) procure in favour of Rogers the right to use the same as contemplated herein;
(b) modify the same to become non-infringing provided that any such modification does not impair the ability of the Product to conform to all pertinent drawings and operational and functional specifications or in the case of a Service to conform to the Statement of Work or the intended purpose of the Service; or
(c) if after commercially reasonable efforts by Seller, Seller is unable to perform any of the foregoing alternatives, Seller shall forthwith refund to Rogers the aggregate of all amounts paid or waive the right to any amount payable to date for the infringing Products and/or Services by Rogers under this Purchase Order, and Rogers may, in its sole discretion, terminate all or any part of this Purchase Order forthwith upon written notice to Seller.


13. CONFIDENTIALITY AND PERSONAL INFORMATION

Seller shall hold in trust, keep confidential and not disclose to others or use in any way confidential business, technical, customer, employee or other information that Seller may acquire concerning Rogers, or in connection with the Purchase Order, and shall return to Rogers, or destroy, all documents and all information concerning an identifiable individual including a customer, prospective customer or employee of Rogers ("Personal Information") provided by Rogers hereunder upon Rogers' request or termination of this Purchase Order. Seller shall hold all Personal  Information  secure  in  accordance  with  best  industry  practices  and  shall  comply  with  all  laws  and regulations relating to the protection and privacy of the Personal Information. Seller shall not disclose any Personal Information to any third party whatsoever. Rogers hereby grants permission to Seller to use such Personal Information solely for the purpose of carrying out its obligations pursuant to this Purchase Order. Seller agrees that Rogers  shall  be  entitled  to  injunctive  relief  to  prevent  breaches  of  the  provisions  of  this  Section  13  and  to specifically enforce the provisions of this Section 13 in addition to any other remedy to which Rogers may be entitled at law or in equity.


14. TERM AND TERMINATION

(1) The term of this Purchase Order will commence on the issuance date of the Purchase Order and will continue in effect until all Products and/or Services have been delivered and/or performed by Seller and accepted by Rogers, provided that in no event will such term exceed thirteen (13) months from the date of issuance of the Purchase Order.
(2) Rogers may terminate this Purchase Order at any time by giving Seller written notice to that effect, effective on the date of receipt of such notice, if:
a) Seller enters into liquidation, whether compulsory or voluntarily; or a receiver is appointed of all or any part of Seller's assets; or Seller becomes or is reasonably apprehended to become bankrupt or insolvent; or Seller enters into any arrangement with its creditors; or Seller takes or suffers any similar action in consequence of debt; or Seller becomes unable to pay its debts as they fall due;
b) Seller is in breach of any of its material obligations under this Purchase Order and has failed to remedy such breach within five (5) business days of receiving written notice of such breach from Rogers; or
c) Rogers exercises its right to terminate pursuant to Sections 2, 3, 12, 28 or 30 hereof.
(3) Notwithstanding the foregoing, Rogers may, in its sole discretion, cancel this Purchase Order in whole or in part at any time on five (5) days' written notice to Seller.
(4) On the date of termination or cancellation stated in Rogers' notice, Seller shall discontinue all work pertaining to this Purchase Order and shall accept no additional orders. In the event Rogers terminates or cancels this Purchase Order, total payments to Seller will be equal to payment of that percentage of the Purchase Order price which corresponds to the percentage of work satisfactorily performed and completed to the date of termination or cancellation, less amounts previously paid by Rogers to Seller.


15. LANGUAGE

Any packing slips, bills of lading, invoices or any other documents required under this Purchase Order may be in either the English or French language.


16. ASSIGNMENT AND SUBCONTRACTING

Seller shall not, in whole or in part, assign or subcontract this Purchase Order without the prior written consent of
Rogers.


17. GOVERNING LAW

This Purchase Order shall be exclusively governed by, and construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein. Seller hereby irrevocably attorns to the exclusive jurisdiction of the courts of Ontario to adjudicate any dispute arising out of this Purchase Order. Seller hereby: (i) waives trial by jury; and (ii) waives any right, claim, or entitlement to any punitive or exemplary damages whatsoever.


18. NOTICE

Any notice, waiver or other document of communication required or permitted to be given to Seller or Rogers under this Purchase Order shall be validly given only if in writing and if delivered personally (which shall include delivery by courier, by fax, or other agent) to the other party at the address on the front page of this Purchase Order.


19. SURVIVAL

The following provisions of this Purchase Order shall survive any termination of this Purchase Order for any reason whatsoever: Sections 5, 9, 10, 11, 12, 13 and 17, Sections 28 and 29 if the Seller is providing Products, Section 30 if the Seller is providing Services, and this Section 19.


20. COMPLIANCE WITH LAWS

Seller shall comply with all laws relevant to the performance and execution of its obligations under this Purchase Order and, in the case of Products, shall comply with all federal and provincial laws relating to the packaging, labelling and transportation of Products (including, without limitation, hazardous materials).


21. WAIVER

No waiver by Rogers of any provision of this Purchase Order shall: (a) be binding unless made in writing by Rogers specifically referring to this Purchase Order and executed and delivered by Rogers; (b) be a waiver of any other provision hereof (whether or not similar); or (c) constitute a continuing waiver unless expressly stated to be so.


22. INTERPRETATION

Seller and Rogers acknowledge and agree that any rule of construction to the effect that any ambiguity is to be resolved against the drafting party shall not be applicable in the interpretation of this Purchase Order.


23. ENTIRE AGREEMENT

This Purchase Order is the entire agreement between Seller and Rogers and supersedes all prior discussions or negotiations with respect to the subject matter of this Purchase Order. If the Services described in this Purchase Order  are  covered  by  tendering  documents,  to  the  extent  that  there  is  any  distinction  between  the  tendering documents and this Purchase Order, then the terms and conditions stated in this Purchase Order shall govern.


24. SEVERABILITY

Any provision of this Purchase Order which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability and shall be severed from the balance of this Purchase Order, all without affecting the remaining provisions of this Purchase Order or affecting the validity or enforceability of such provision in any other jurisdiction and appropriate amendments shall be made to this Purchase Order to put the party who is disadvantaged by such invalidity or unenforceability in the same financial position as if no provision hereof were invalid or unenforceable.


25. REMEDIES CUMULATIVE

Notwithstanding any other provision of this Purchase Order and, unless otherwise expressly stated herein, all rights and remedies of Rogers under this Purchase Order are in addition to Rogers' other rights and remedies and are cumulative, not alternative.


26. RELATIONSHIP OF PARTIES

Seller and Rogers are independent contractors. Nothing herein shall be construed to place Seller and Rogers in a relationship of principal and agent, partners or joint venturers, and neither Seller nor Rogers shall have the power to obligate or bind the other party in any manner whatsoever.


SECTION B - APPLICABLE TO THE PURCHASE OF PRODUCTS ONLY

27. SHIPPING AND STORAGE INSTRUCTIONS

(a) Seller shall package and protect all Products against damage and climatic conditions. Products requiring special precautions during shipping and storage shall be clearly marked as requiring special precautions on the outside of the shipping containers. No additional charges will be paid by Rogers for boxing, crating or any other packaging unless it is so indicated by Rogers on the face of this Purchase Order.
(b) Seller shall clearly and indelibly mark all packages, boxes, crates. The marking shall provide at least the following information:
i) destination address and the Purchase Order number;
ii) any other information as specified on the face of this Purchase Order;
iii) Seller's shipment identification number; and
iv) the number of packages, the number of boxes and the number of crates.
(c) Packing slips listing the Products in the package shall accompany each shipment showing the quantity and description of the Products, the Purchase Order number, the item number(s), the part number(s), where applicable, and the full address of the consignee as shown on the Purchase Order. Bills of lading shall clearly identify the Purchase Order number, the item number(s) and the part number(s).
(d) If Seller is of U.S. or international origin, then Seller shall ensure each shipment is complete with all required customs documentation. This shall include, without limitation, the following: Canada Customs invoice and/or Commercial Invoice, Certificate of Origin, Free Trade Certificate (NAFTA), if applicable, and Bill of Lading. All documentation must reference Rogers' customs broker identified on the face of this Purchase Order.


28. WARRANTY, INSPECTION AND ACCEPTANCE

Without limiting any warranties that may otherwise be associated with the Product, including, without limitation, implied warranties and warranties stated in any of Seller's documentation in favour of Rogers, Seller expressly warrants that (i) each item to be supplied pursuant to this Purchase Order will conform to all pertinent drawings, operational, functional, and other representations respecting functionality for the Product and with any samples made available to Rogers by Seller, if any, and will be free from defects in design, material and workmanship under conditions of normal use and service for a period equal to the greater of the manufacturer's stated warranty or one year from the later of the date of acceptance of the Product by Rogers and first use of the Product by Rogers; (ii) all Products being purchased by Rogers under this Purchase Order shall be free and clear of any and all encumbrances of whatsoever kind and nature; (iii) neither the Product nor any component part thereof are subject to any import quota, restriction, rule or regulation preventing or forbidding the importation or sale of same or any component part thereof; and (iv) all representations and warranties are transferable to the ultimate consumer, and all warranties are completely effective and enforceable by Rogers and/or the ultimate consumer; Seller acknowledges that Rogers has specifically relied upon the representations and warranties contained in this Purchase Order.
All Products shall be subject to inspection and acceptance by Rogers and, notwithstanding prior payment or that the
Product may have been supplied F.O.B. Seller's plant, Rogers may, at its option and without limiting any of Rogers'other rights hereunder: (a) reject and request an immediate credit or refund for a Product which, on inspection, is found to be defective or otherwise unacceptable; (b) require Seller to immediately repair or replace any Product which, on inspection, is found to be defective or otherwise unacceptable; or (c) terminate all or part of this Purchase Order. Any storekeeper's or other receiver's receipt for any Product shall not constitute acceptance of such Product by Rogers. Seller shall pay incoming and outgoing transportation charges in respect of any defective or otherwise unacceptable Product returned by Rogers. Acceptance of any Product by Rogers, its agents or employees, or failure by Rogers, its agents or employees to inspect any Product will not limit Seller's warranties or conditions or constitute a waiver of any rights of Rogers under this Purchase Order. No review, inspection or acceptance of, or payment by Rogers for any Product described herein shall relieve or release Seller from any obligations or liabilities.


29. TITLE AND RISK OR LOSS

Title to and risk of loss of or damage to the Product shall pass to Rogers after receipt, inspection and acceptance in accordance with Section 28 hereof. Until such time that the Product is accepted by Rogers and after such time that the Product is rejected, if any, the Product shall be held by Rogers at Seller's sole risk and expense. In all circumstances, any loss or damage to the Product which results from Seller's improper packaging or crating shall be the responsibility of Seller. Upon acceptance by Rogers, Seller shall assign to Rogers all rights, title and interest in and to all Products, including all material and component parts thereof, provided by Seller as part of the Product or related, either directly or indirectly, to the Product. Seller further agrees to co-operate fully at all times with respect to signing further documents and doing such acts and other things reasonably required by Rogers to confirm such transfer of ownership or rights, including intellectual property rights. Seller waives, on behalf of itself and its employees, and shall ensure that its employees have waived all moral rights which Seller may have in the Product.


SECTION C - APPLICABLE TO THE PURCHASE OF SERVICES ONLY

30. WARRANTY AND ACCEPTANCE

Without limiting any warranties that may otherwise be associated with the Services, including, without limitation, implied warranties and warranties stated in any of Seller's documentation in favour of Rogers, Seller expressly warrants that (i) all Services shall be provided in a professional and workmanlike manner in accordance with the highest industry standards and shall be warranted for a period equal to one (1) year from (a) the date of acceptance of the Services by Rogers, and (b) the date of performance of the Services by Seller, whichever is later; (ii) all Services being purchased by Rogers under this Purchase Order shall be free and clear of any and all routines or devices that are constructed with the intent to adversely interfere with its use or interfere with, corrupt or destroy data  including  without  limitation,  any  time  locks,  keys,  bombs,  Trojan  horses,  viruses  or  other  harmful  or debilitating features; and (iii) Seller shall abide by Rogers' Business Conduct Guidelines attached to this Purchase Order as Schedule 1. Seller acknowledges that Rogers has specifically relied upon the representations and warranties contained in this Purchase Order.
At any time on or after the date any Service has been completed, Rogers may, at its option, inspect the results of such Service or, if applicable, test the Services for acceptance. If, during any such inspection, Rogers discovers any discrepancy between the Service performed and the Service ordered, Rogers may, at its option and without limiting any of Rogers' other rights hereunder: (i) reject and request an immediate credit or refund for Services which, on inspection, are found to be defective or otherwise unacceptable; (ii) require Seller to immediately repeat any Services,  at  Seller's  sole  cost  and  expense,  which,  on  inspection,  are  found  to  be  defective  or  otherwise unacceptable; or (iii) terminate all or part of this Purchase Order. No review, inspection or acceptance of, or payment by Rogers for any Services described herein shall relieve or release Seller from any obligations or liabilities.


SECTION D - APPLICABLE TO ALL CONSTRUCTION, MAINTENANCE AND INSTALLATION SERVICE

31.SAFETY AND COMPLIANCE

Neither Rogers, nor its Construction Specialist or Project Manager, shall be responsible for and will not have control or charge of Seller's means, methods, techniques, sequences or procedures used in completing the Services, or for safety precautions and programmes required for the Services in accordance with the applicable safety legislation, other regulations or general construction practice. Neither Rogers nor its Construction Specialist or Project Manager shall have responsibility for or have control or charge over the acts or omissions of Seller, Subcontractors, suppliers or their respective agents, employees or any other Persons performing any portion of the Services.
Seller shall be solely responsible for all aspects of safety at the Site and for compliance with all rules, regulations, policies, practices, certifications and guidelines required by the applicable health and safety legislation, and/or government agencies or bodies at the Site, and shall be responsible for initiating, maintaining, and supervising all safety precautions and programmes in connection with the performance of the Services. In addition, Seller shall: (1) ensure that the measures and procedures prescribed by the applicable health and safety legislation in force at the Site and any regulation made pursuant thereto are carried out for the Services; (2) ensure that every Seller Representative performing the Services complies with the applicable health and safety legislation in force at the Site and any regulations made pursuant to such legislation; (3) ensure that the health and safety of all Seller's Representatives performing any Services is protected; (4) ensure that all Persons and work groups are undertaking the Services on a coordinated basis and that the Services are performed safely; and (5) direct and control all of the Services in a safe manner.


SCHEDULE 1 - Business Conduct Guidelines

 

1.0 SCOPE

This policy establishes the requirements of Rogers and its affiliates (in this Schedule 1 Rogers and its affiliates are together called "Rogers") with respect to the business conduct of Seller. Seller shall, in the performance of services for Rogers, act in such a manner so as to maintain Rogers' reputation for integrity and good corporate citizenship, and abide by basic principles of ethical and lawful business conduct. The business conduct guidelines set out herein (the "Business Conduct Guidelines") outline the standards expected of Seller, Seller's employees, agents, contractors and sub-contractors (each a "Seller Representative") in their dealings with the public and with customers, clients, vendors, volunteers and employees of Rogers.

2.0 POLICY

The following is the policy of Rogers:
a) Seller hereby agrees to the Business Conduct Guidelines as a condition of conducting business with Rogers and entering into the Purchase Order.
b) Failure to adhere to the Business Conduct Guidelines shall result in the termination of the Purchase Order and/or legal action.

3.0 ADHERENCE TO THE LAW

Seller and the Seller Representatives must comply with all the laws applicable to Rogers and Seller, including but not limited to applicable securities laws, child and other labour laws and all the laws relevant to the Services performed  by  Seller.  If  in  doubt  as  to  the  legality  of  a  particular  course  of  action,  Seller  and  the  Seller Representatives shall discuss the proposed activity with the relevant Director at Rogers. The Director shall consult with Rogers' Vice-President, Human Resources.

4.0 NON-PUBLIC INFORMATION

Seller hereby acknowledges, and shall advise the Seller Representatives, that securities laws impose restrictions on the communication of material non-public information and on the purchase and sale of securities of Rogers by insiders and persons in a special relationship with Rogers.

5.0 RESPECT AND DIGNITY IN THE WORKPLACE

Seller and the Seller Representatives shall treat all employees, vendors, business associates, volunteers, and customers of Rogers and the general public with respect and dignity. Seller and the Seller Representatives shall not engage in harassment and/or discriminatory acts or practices. Rogers has the right to request that a Seller Representative be removed from a Rogers project or facility if the conduct of the Seller Representative requires, and Seller will fulfill the request IMMEDIATELY after receiving written notification from Rogers.

6.0 SELLER REPRESENTATIVES

Rogers reserves the right to interview and approve or reject any or all prospective new Seller Representatives on Rogers' projects prior to their being hired or engaged by Seller. Seller must verify at least two (2) references for each prospective Seller Representative prior to hiring or engagement. Rogers reserves the right to audit all documentation regarding reference checks performed by Seller for prospective or hired Seller Representatives who may provide Services. Rogers reserves the right to require Seller to remove specified personnel from any Rogers' project(s) or facility at no additional cost to Rogers.

7.0 HEALTH AND SAFETY

Seller and the Seller Representatives shall perform the Services for Rogers in a safe manner and in accordance with applicable health and safety legislation.

8.0 ALCOHOL AND DRUGS

Seller and the Seller Representatives shall not possess, consume and/or traffic in alcoholic beverages, illegal drugs or restricted substances while performing the relevant Services for Rogers.

9.0 ENVIRONMENT

Seller and the Seller Representatives shall obey all environmental laws applicable in the jurisdictions in which Rogers operates while performing the relevant Services for Rogers.

10.0 PROFESSIONAL IMAGE

Seller and the Seller Representatives shall consistently present a professional image in attire, personal demeanour, communications and actions in all contacts with Rogers' customers and the public at large.

11.0 APPROPRIATION OF COMPANY ASSETS

Seller and the Seller Representatives must not borrow or make use of Rogers' name, property, goodwill, funds, data or other assets for their personal gain or benefit, or for the benefit of others, except as part of a Rogers-authorised compensation or benefit programme. Upon termination with Rogers, Seller and the Seller Representatives must relinquish or return all of Rogers' records and equipment.

12.0 CONFLICT OF INTEREST

A "conflict of interest" occurs when Seller's interests interfere, or may appear to interfere, with the interests of Rogers. A conflict of interest can arise when Seller or a Seller Representative takes actions or has interests that may make it difficult for Seller to perform the Services objectively and effectively. Seller and the Seller Representatives must avoid activities or situations that involve real or perceived conflicts of interest which would interfere with the interests of Rogers. Seller and the Seller Representatives must disclose potential conflicts of interest or any relationships that could reasonably be expected to give rise to a conflict of interest. Conflicts of interest include but are not limited to the following:
Accepting or providing entertainment, hospitality, gifts or favours that may reasonably be considered to have an influence on a decision by Seller or a Seller Representative on behalf of Rogers, or that may be outside of the normal course of a business relationship, constitutes a conflict of interest. Any entertainment, hospitality, gift or favour made or received by Seller or a Seller Representative while performing the Services to procure an action or decision, or to recognise or reward an action or decision, is prohibited. Seller and the Seller Representatives transacting business for Rogers should act and should be perceived by others to act, in Rogers' best interest and free of any conflicts of interest.
Modest  favours,  gifts,  entertainment  or  hospitality  may  be  furnished  or  accepted  by  Seller  and  the  Seller Representatives in connection with providing the Services provided that the following criteria are met:
a) they are in the course of a normal business relationship and are consistent with accepted business practice;
b) they are not in cash or securities;
c) they are of sufficiently limited value so as not to be capable of being perceived or construed as an inducement, bribe, pay-off or other improper payment or endorsement;
d) they are not repetitive or frequent; and
e) they do not contravene any law and are made in accordance with generally accepted ethical standards and behaviour.

13.0 CONFIDENTIALITY

Seller and the Seller Representatives shall maintain the confidentiality of all Confidential Information and Personal
Information belonging to Rogers.

 

 
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