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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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