Hereto are provided for MediCa Healthcare, hereafter referred to as MediCa, the
Strategic Procurement Terms and Conditions applicable and binding upon Seller’s acceptance of a Purchase Order (PO).

1. PO’s not properly issued on MediCa designated forms, stating “Purchase Order” are hereby rejected. Similarly, any verbal
authorizations and /or any verbal amendments will be rejected unless specifically agreed to in writing by MediCa.

2. The Supplier shall display the complete PO number prominently on all packages, invoices, correspondence, customs
documentation, bills of lading and packing slips and ensure that packing slips accompany all shipments. Packing lists are to
be enclosed in a marked separate envelope, INSIDE THE PACKAGE. In case of multiple packages, mark the package
containing the packing list.

3. MediCa shall pay to the Supplier all amounts in Canadian funds, unless noted otherwise, net thirty (30) days from invoice
receipt or satisfactory delivery of goods or services, whichever is later, unless otherwise noted on the PO. MediCa shall
calculate any cash discount from the date of receipt of invoice.

4. The price on the PO is the total cost and includes all fees and charges of any kind including patent, permit, inspection,
royalty and license fees, charges for crating, boxing, cartage and restocking, and government tax levies, unless otherwise
stated on the PO.

5. All applicable taxes are specified on the PO.

6. Forward all invoices to: for prompt processing
7. All electrical or electrical components and equipment supplied must have the CSA and/ or Ontario Electrical Code
approval and be certified for the intended use in Canada by a certification organization accredited with the Standards
Council of Canada Act.

8. Safety Data Sheets (SDS) and appropriate labels must accompany all hazardous products as defined under the federal
Hazardous Products legislation and the WHMIS Regulations.

9. MediCa reserves the right at any time to make changes in drawings and specifications as to any material or work covered by
this order. In the event any additional cost or savings results from such change, the Supplier shall notify MediCa thereof and
obtain written approval before proceeding with this order.

10. The Supplier must notify MediCa in writing of any changes in product or service that affect the ability of the purchased
product to meet any purchase requirements, including drawings and specifications, that specified by MediCa during the
purchasing process. MediCa must be notified of such changes in writing 15 days in advance of the implementation of such

11. MediCa, in its sole discretion and without cause, may terminate this agreement at any time within two (2) business days
after the effective date of the agreement, without incurring any liability for lost profits, costs or expenses incurred or any
other damages.

12. Suppliers outside Canada shall provide Canada Customs invoices with completed, acceptable shipment documentation
to MediCa’s customs broker as noted on the PO.


13. Time shall be the essence and the Supplier shall deliver the goods and services in strict accordance with the delivery
date, quantity and the requirements as specified in this PO and any attached specifications.

14. The goods are subject to inspection and approval, following delivery for a period of not less than sixty (60) days
notwithstanding prior payment. In the event any of the goods are rejected by MediCa, in its sole discretion, MediCa is entitled to
return such goods at the Supplier’s expense and the Supplier shall credit MediCa accordingly within fifteen (15) day of return
of the goods.

15. Notwithstanding delivery of the goods, title to the goods remain with the Supplier until MediCa has inspected and
approved of the goods or sixty (60) days has passed after delivery without MediCa rejecting the goods.

16. The Supplier represents warrants and covenants that the goods do not infringe any patent, copyright, trademark or
other intellectual or industrial property right.

17. The Supplier represents, warrants and covenants that the goods are new, unused, free of defects or deficiencies in
design, materials or workmanship, conforming to all manufacturer and MediCa  specifications and are fit for their ordinary
purpose, unless MediCa has made a particular purpose known to the Supplier, in which event the goods are fit for that
particular purpose as well.
18. The Supplier covenants that the goods are warranted as described for a period of not less than one (1) year from date of
delivery to MediCa notwithstanding any MediCa inspection, testing, approval, acceptance or payment for the goods, materials or
equipment, unless otherwise stated on the PO.

19. In the event of any breach of warranty at law or pursuant to this PO by the Supplier, at any time during the one (1) year
warranty period, the Supplier shall, at MediCa’s option, repair or replace the goods with an equivalent or better product at no
additional cost to MediCa within fifteen (15) days of MediCa’s notification to do so.

20. For the services, the Supplier shall: a) perform all work in a good and workmanlike manner to the full satisfaction of
MediCa; b) obtain and maintain full and adequate insurance covering performance of the work, which is to be available to
MediCa upon request, c) obtain and maintain Workplace Safety and Insurance Board coverage and provide both WSIB number
and proof of satisfactory standing to MediCa upon request; and d) comply with all applicable Health and Safety policies,
procedures, guidelines, and rules of MediCa including conflict of interest policies

21. The Supplier may not assign or subcontract this PO or any subsequent contract without the prior written permission of

22. The Supplier shall provide the goods and services in strict compliance with all laws, regulations, codes and standards of
Canada, at the sole cost of the Supplier.

23. The Supplier shall indemnify and save harmless MediCa, its officers, directors, employees, contractors, students and agents
from and against all actions, suits, claims, damages, causes of action, demands, penalties, fines, cost and expenses including
legal fees or other proceedings of any kind or nature directly or indirectly arising out of any breach or inaccuracy of any
representation, warranty or covenant, performance of the services or supply of the goods, including but not limited to
personal injuries to anyone, breach or alleged breach of intellectual property laws, environmental noncompliance, product
liability and property damage.

24. These Standard Terms and Conditions are meant to supplement but not supersede the terms and conditions of any
competitive bid document, signed quote, or contract. In the event of a conflict or inconsistency, the terms and conditions of
the competitive bid document, signed quote or contract, will govern.

25. This Agreement is to be construed and governed by the laws of the Province of Ontario and federal laws of Canada
applicable therein. The United Nations Conventions on Contracts for the International Sale of Goods and any legislation
enacted for same do not apply.

26. Where applicable, the Supplier shall ensure full compliance with AODA (Accessibility for Ontarians with Disability Act)

27. All Suppliers must adhere to MediCa specific and Simcoe Muskoka Health Unit guidelines pertaining to Covid19 protocols,

(a) Do not visit MediCa if you are sick with ANY illness.

(b) Wear a face mask or face covering at all times while in our facility.

(c) Submit to the MediCa COVID Screening Questionnaire and Temperature Check.

(d) If you become ill within 14 days of visiting our facility you must inform MediCa.