Startec
The following terms shall have the meanings set forth herein:
Buyer: Startec Compression & Process Ltd. and its affiliates and subsidiaries;
Buyer Group: Buyer, its employees, contractors, subcontractors, consultants, agents, customers, and their respective directors and officers, and the users of any Goods or Services, including Customer;
Buyer IP: all (i) specifications and other confidential information provided by Buyer to Seller, (ii) Developments, and (iii) any and all changes and modifications to the foregoing;
Customer: Buyer’s customer, including its affiliates, successors and assigns;
Development: all work product, materials, drawings and similar items created, developed, delivered or provided by Seller Group to Buyer;
Dispute: any dispute, disagreement or controversy arising from or relating to the Purchase Order;
Goods: the goods, materials, equipment, and parts to be delivered by Seller in accordance with the Purchase Order, as may be amended from time to time;
Purchase Order: Buyer’s order issued to Seller for the purchase of Work which incorporates these Standard Terms & Conditions, specifications and other specifications, documents or instructions as provided by Buyer;
Seller: the party providing the Work to Buyer;
Seller Group: Seller, its affiliates, contractors, subcontractors, consultants, and agents;
Services: the services to be provided by Seller in accordance with the Purchase Order, as may be amended from time to time;
Standard Terms & Conditions: these Startec Compression & Process Ltd. Standard Terms & Conditions; and
Work: the Goods and/or Services provided by Seller to Buyer as set forth in a Purchase Order, as may be amended from time to time.
If a master agreement exists between Buyer and Seller to govern performance of the Work, the terms and conditions of such master agreement shall be read in conjunction with the Purchase Order; however, where they are in conflict the master agreement shall prevail. Seller’s written acceptance of the Purchase Order, or Seller’s commencement of the Work, shall constitute acceptance of the Purchase Order in its entirety. No additional or different terms and conditions, including those which appear in any quotation, acceptance, or acknowledgement of Seller, shall be of any force or effect unless Buyer expressly agrees in writing to such additional or different terms and conditions. Seller agrees that it will not assert, as a defense to the enforcement of the conditions of this Purchase Order, any limitation or other terms or conditions set out in its quotation, acceptance, or acknowledgement of the Purchase Order. Final acceptance and payment for the Work shall constitute Buyer’s acceptance of such Goods and/or Services subject to the provisions herein. Seller acknowledges that it has reviewed the applicable Customer contract terms and conditions, or has been provided with reasonable access to the same, and Seller accepts the flow-down obligations of such Customer contract as they affect the Purchase Order, including but not limited to any obligations affecting warranties, insurance requirements, or indemnification obligations.
Seller shall deliver the Work in accordance with the Purchase Order.
Seller covenants and warrants that all Work performed pursuant to this Purchase Order shall strictly conform to applicable laws, codes, standards, industry guidelines, the specifications, data sheets, performance requirements, drawings, samples, or other description upon which the Purchase Order is based, shall be fit and sufficient for the purpose for which it is intended as well as any particular purpose made known to Seller, merchantable, of good material and workmanship, and free from defects and deficiencies. All Work shall be performed pursuant to best industry practices and performed by competent personnel who possess the necessary skills and qualifications to perform such Work. This warranty shall run to the benefit of Buyer, its customers (including Customer) and users of its products. Seller agrees to promptly repair or replace Work not conforming to the foregoing warranty (including the cost of removal and replacement of Goods), without expense to Buyer, when notified of such nonconformity by Buyer before the earlier of twelve (12) months from initial start-up of the Work or eighteen (18) months from the date the Work is released for shipment by Buyer (Incoterms 2020). In the event Seller fails to promptly correct defects in or replace nonconforming Work, Buyer, after reasonable notice to Seller, may make such corrections or replace such Work and charge Seller for all related costs, including materials, labor, transportation, removal, installation and administrative costs. In addition to any other remedies it may have, Buyer may reject nonconforming Goods and return them to Seller at Seller’s expense. Nonconforming Goods may not be replaced without Buyer’s written authorization. In the event that Seller is required to perform any remedial Work as a result of a nonconformity, the applicable warranty period for such Work shall be renewed to affect the full warranty period, commencing on the date the non-conformity is resolved to the satisfaction of Buyer. Seller shall comply, and shall cause all persons for whom it is responsible to comply, with all policies, processes and procedures of Buyer, Customer and their respective affiliates as amended from time to time, and as applicable to the Work.
Care, custody and control of the Work, including risk of damage or loss, and responsibility for preservation and storage, shall transfer to Buyer in accordance with Incoterms 2020. All materials and components supplied by Seller Group that are to be incorporated into the Work shall be clearly marked with the project number, title and Purchase Order number. Buyer shall acquire an ownership interest in the Work in proportion to the percentage of the purchase price paid for such Work, and upon payment for the Work, Buyer shall obtain full and clear title to the Work without any liens, charges, interests, or encumbrances thereon.
Seller shall submit its invoice to Buyer after the Work has been completed and delivered as specified in the Purchase Order and accepted by Buyer. All invoices must be presented in the currency set forth in the Purchase Order, contain the project coding and Purchase Order number and be accompanied by all applicable work tickets, third party invoices, bills of lading, shipping notices, Seller’s GST registration number and any other supporting documentation requested by Buyer. GST and PST, if applicable, shall be set forth as a separate line item. If requested by Buyer, Seller shall also provide WCB clearance certificates and statutory declarations. Delay in receiving invoices, or errors and omissions on invoices, will be considered just cause for withholding payment without forfeiting cash discount privileges. Subject to the terms herein, Buyer shall pay the undisputed portion of all complete invoices within forty-five (45) days of receipt. Buyer may, at its option, remit payment within fifteen (15) days of receipt of a correct and complete invoice, contingent upon Seller extending a two percent (2%) early payment discount (2% 15, Net 45) Upon receipt of a shipping release notice from Buyer, Seller shall provide electronically to Buyer copies of the invoice, the bill of lading and any specialized loading/unloading instructions. Upon completion of a domestic shipment, Seller shall provide electronically to Buyer copies of the invoice and the bill of lading. Upon completion of a foreign shipment, Seller shall provide electronically to Buyer copies of the invoice and the bill of lading, as well as a Canada Customs and Revenue Agency certified invoice. Three (3) copies of Seller’s invoice must also accompany the shipment.
Without limiting Buyer’s rights and remedies hereunder, Seller shall be liable to and shall indemnify and save harmless Buyer Group from and against any and all claims which may be brought against or suffered by Buyer Group, or any of them, or which any member of Buyer Group may sustain, pay or incur by reason of any matter or thing arising or relating to
(i) a breach of the Purchase Order by Seller Group;
(ii) the negligence, gross negligence or willful misconduct of Seller Group in connection with, related to or arising out of the performance, purported performance or non-performance of the Goods or Services;
(iii) Seller Group’s failure to comply with applicable laws;
(iv) any claim of defect in the design, materials, manufacturer or sale of the Work; or
(v) the actual or alleged infringement by Seller of any third party’s intellectual property rights.
Under no circumstance shall Buyer be liable to Seller for any special, punitive, consequential, exemplary, incidental, or other indirect damages, including without limitation, any damages resulting from loss of product, production, revenue, profits (actual or anticipate), use, business opportunity or indirect loss of any similar kind, regardless of basis of claim.
Time is of the essence for Seller’s obligations relating to the Purchase Order. The detailed production schedule for the Goods and all hold points, testing and inspection requirements will be as set forth in the Purchase Order or as otherwise determined by Buyer, acting reasonably. Seller shall be liable for all costs and damages incurred by Buyer and arising from Seller’s failure to comply with the production schedule, including all costs and damages imposed or owed to the Customer, provided that if liquidated damages are specified in the Purchase Order, such damages shall be Seller’s sole monetary liability for such delay. Seller acknowledges that where liquidated damages are assessed, such damages are difficult to quantify and as such, these amounts are a genuine pre-estimate of the damages that Buyer is likely to incur in the event of Seller’s breach. Periodic production reporting shall be provided weekly or as otherwise directed by Buyer in a format specified by Buyer, and shall contain all information reasonably required by Buyer, including without limitation a description of manufacturing activities and the percentage of Goods complete, hold points achieved, all test reports, QA/QC certificates and similar. Seller shall provide at least five (5) business days’ prior notice of attaining any hold points requiring inspection and release by Buyer or a third party, and Seller shall not proceed past such hold points without Buyer’s written approval. No inspection, approval or payment for the Work shall waive any of Buyer’s rights or affect or reduce Seller’s absolute obligation to provide the Work in strict conformance with this Purchase Order.
Shipments shall be routed in accordance with Buyer’s instructions, and Seller agrees to reimburse Buyer for all damages and expense incurred by Buyer as a result of improper packing, marking, or routing. The Purchase Order number, part number, line number, invoice number and packing slip number will appear on each package and bill of lading. Shipments in excess of those authorized may be returned to Seller, and Seller shall pay all related transportation charges. Buyer may from time to time change shipping schedules previously furnished to Seller, or direct temporary suspension of scheduled shipments. Buyer’s count will be accepted as final on all shipments. Unless otherwise expressly agreed to in writing by Buyer, Seller shall make no charge for containers, crating, boxing, bundling, dunnage, drayage or storage.
All patterns, tools, dies, or other material furnished by Buyer to Seller, or which are specifically paid for by Buyer, and any replacement thereof, or anything affixed or attached thereto, shall be and remain Buyer’s personal property. Such property, if it can reasonably be done, shall be plainly marked or otherwise adequately identified by Seller as “Property of Startec Compression & Process Ltd.”, and shall be safely stored separate and apart from Seller’s property. Seller shall not substitute any property for such and shall not use such property except for filling Buyer’s order. While in Seller’s custody or control, such property shall be held at Seller’s risk, shall be insured by Seller at Seller’s expense in an amount equal to the replacement cost with the loss payable to Buyer, and shall be subject to removal at Buyer’s request.
Buyer will not pay Seller any state, provincial, or local sales, use, or similar tax unless Seller is required by law to collect such taxes from Buyer and such tax is separately stated or itemized on the invoice. Seller agrees that no tax for which an exemption is indicated herein, or is not otherwise required by law, is or will be included in the prices stated hereon, nor will they be subsequently charged. Seller agrees to pay any and all personal property and/or ad valorem taxes assessed or otherwise levied against any property provided by Seller to Buyer for the purpose of fulfilling this Purchase Order. Seller shall be solely responsible for paying any duties, tariffs or similar charges in effect as of the Purchase Order effective date. If Seller becomes aware of any changes in such duties, tariffs or similar charges, Seller must notify Buyer of the change pursuant to Section 13; however such notification shall not entitle Seller to any adjustment in pricing, additional compensation or schedule extension unless expressly agreed in writing by Buyer. Seller acknowledges that if it is a non-resident of Canada within the meaning of the Income Tax Act (Canada), that its provision of Work to Buyer may be subject to withholding taxes.
In addition to any Customer requirements, Seller shall maintain the following insurance coverage throughout the performance of this Purchase Order and for two (2) years following delivery of the Work:
(i) Commercial and General Liability insurance with a limit of not less than Five Million Dollars ($5,000,000) for any one loss or occurrence and in the aggregate with respect to personal injury and property damage, which shall include coverage for employer’s liability/contingent employer’s liability, cross liability, contractual liability, tortious liability, personal injury, owner’s and contractor’s protective liability, products liability, completed operations liability, non-owned automobile liability and occurrence-basis property damage;
(ii) Workers’ Compensation (or equivalent coverage) in accordance with applicable laws;
(iii) Automobile Liability insurance with a limit of not less than Five Million Dollars ($5,000,000) covering all vehicles owned or operated by Seller in the performance of this Purchase Order;
(iv) where applicable, Errors and Omissions insurance with a limit of not less than Two Million Dollars ($2,000,000); and
(v) any other insurance coverages required to guarantee Seller’s obligations herein, or as Buyer may reasonably require.
Seller shall furnish certificates of all insurance coverages prior to commencing the Work. Buyer shall be added to all applicable insurance policies, and such policies shall contain a waiver of subrogation in favor of Buyer, a Broad Form Completed Operations Endorsement and a Cross Liability and Severability of Interest Clause.
Buyer may at any time make changes in the drawings, designs or specifications, method of shipping or packing, and the place of delivery of any Work covered hereby. Buyer shall propose a change in writing to Seller. If such change affects the delivery schedule or the price, Seller shall notify Buyer in writing within seven (7) days of the proposed change, and the parties shall agree to such changes, acting reasonably. If the parties cannot agree to the terms of the change within a reasonable length of time, Buyer may, acting reasonably, instruct Seller to make the change on such reasonable terms as Buyer determines and Seller shall accept and implement such change without prejudice to its right to subsequently dispute the terms of the change. No price increase shall be allowed unless approved by Buyer in writing, and production shall not be delayed pending determination of the change.
At its option, Buyer may terminate all or part of the Work contemplated by the Purchase Order. In such case, Buyer shall pay for all Work satisfactorily completed prior to such termination, and upon payment shall receive full title to the Work and shall have no further liability with respect to the Work. In no event shall Buyer be liable for prospective or anticipated profits by reason of such termination.
The following constitute Seller events of default:
(i) Seller’s failure to conduct its operations in the normal course of business (including inability to meet its obligations as they occur);
(ii) the instituting of any proceedings by or against Seller under bankruptcy or insolvency laws;
(iii) the appointment of or application for a receiver for Seller;
(iv) an assignment by Seller for the benefit of creditors; or
(v) Seller’s breach or default in the performance of the Purchase Order (including its failure to comply with the production schedule or applicable laws).
Upon such event of default, Buyer may exercise one or more of the following remedies without waiving any other remedy available to it at law or equity:
(a) order a suspension of Seller’s performance of the Purchase Order until such default is fully remedied, in which case Seller shall not be entitled to any relief or compensation on account of such suspension;
(b) take, at Seller’s cost, whatever steps and perform whatever tasks Buyer deems required to alleviate or remedy the default;
(c) remove the incomplete Work from Seller’s hands and complete such Work at Seller’s cost;
(d) terminate this Purchase Order without further cost or liability;
(e) enforce any guarantee or performance security provided by Seller; and
(f) withhold, without interest, all payments in whole or in part, to Seller until Seller’s liability is determined and fully settled.
Buyer shall be entitled to set off any amounts otherwise owed to Seller against any amounts owed by Seller to Buyer.
Buyer may, at its sole discretion, suspend some or all of the Work, by providing a minimum of five (5) days’ written notice to Seller of the suspension. The suspension notice shall identify the portion of the Work that is to be suspended and the effective date of such suspension. Upon receipt of a suspension notice, Seller shall immediately implement the instructions provided by Buyer. Unless instructed otherwise by Buyer, and upon receipt of the suspension notice, Seller shall Immediately discontinue the performance of the part of the Work affected by the suspension on the date of suspension for the suspension period and to the extent specified in the suspension notice, and shall not enter into any further subcontracts with respect to the suspended Work. During the period of any suspension, Seller shall cooperate with Buyer in maintaining its ability to resume performance of the suspended Work, including maintaining its property, lease agreements, rental agreements, utilities, insurance, and other operational and maintenance requirements, and shall generally act in such a manner as to minimize any costs associated with such suspension. Upon receipt of notice from Buyer to resume suspended Work, Seller shall immediately resume performance of such Work. Notwithstanding anything to the contrary herein, Buyer may terminate the Purchase Order in the event that a suspension lasts for more than thirty (30) days in the aggregate.
Seller shall maintain all Buyer confidential information, whether in oral, written, magnetic, electronic, or other form, in the strictest confidence, and in all circumstances shall take no lesser precautions to prevent disclosure of this information than it takes with its own confidential information. Any information of the type described herein, which is furnished by Buyer, shall remain Buyer’s property, shall be kept confidential by Seller, and shall be returned to Buyer at its request.
Buyer (and/or Customer) is and will be the exclusive owner of all Buyer IP. All rights, title and interest, including all intellectual property rights, throughout the world in and to the Buyer IP will vest in Buyer immediately upon creation and regardless of the state of completion of such Buyer IP. Nothing herein transfers or grants to Seller any right, title, or interest or intellectual property right or license in or to any Buyer IP other than a non-exclusive, revocable, terminable license to use the same solely for the purpose of delivering the Work to Buyer and, if required under this Purchase Order, developing the Work pursuant to the specifications set forth in the Purchase Order. Seller hereby assigns, agrees to assign, and upon creation of each Development and other work product, automatically assigns to Buyer, its successors and assigns, as and when created, all right, title and interest, including intellectual property rights, throughout the world in and to all such Developments and other work product. Seller will execute such documents, including agreements with its employees and subcontractors, as are necessary to effectuate Buyer’s ownership of the Buyer IP. Seller warrants that the Work will not infringe any U.S., Canadian or foreign patent or other third-party intellectual property rights. In the event of an infringement claim or allegation, Seller shall procure for Buyer and its customers the right to use such Work and Seller shall defend, indemnify, and save Buyer harmless from and against any and all loss, damage, expense, or liability that may result by reason of any actual or alleged infringement.
Seller acknowledges and agrees that Buyer will be irreparably harmed by a breach of its confidentiality and infringement provisions, and that any such breach cannot be adequately compensated by damages. Therefore, in the event of a Seller breach, and in addition to any other available remedies under the Purchase Order or at law, Buyer shall be entitled to equitable relief, including injunctive relief and specific performance, without the requirement of posting any bond in connection therewith.
If the Work involves operations by Seller on the premises of Buyer, or one of its customers, Seller shall take all necessary precautions to prevent the occurrence of any injury to persons or property during the progress of such Work. Where Customer has additional reporting, invoicing, indemnification, insurance, health, safety and environment or other requirements, Seller shall comply with such requirements and provide proof of the same upon request by Buyer. Buyer, through its employees or agents, shall have reasonable access to Seller’s facilities with twenty-four (24) hours’ written notice and during normal business hours at all times to observe and inspect the fabrication, manufacturing, assembly, coating, testing, loading, transportation and stockpiling of the Work. Seller will respond to such information requests as Buyer may reasonably request in connection with such inspection and observation. Each party agrees, while at the other’s facilities, to comply with all applicable federal, state and local laws and to observe such safety rules as that party may prescribe for the protection of personnel and property.
Buyer and its authorized representatives shall have the right to inspect and audit all costs (excluding the build-up of prices or rates under lump-sum pricing) and records of Seller, and any Seller subcontractor or vendor, upon ten (10) days’ written notice to Seller (or its subcontractor/vendor), including access to Seller’s (and subcontractor’s/vendor’s) books, records and documentation supporting all billed amounts and quality assurance requirements. At Buyer’s request, such documentation will be provided as an electronic file (such as CSV, Excel or Word format), or as otherwise reasonably agreed to by the parties. This right to audit shall remain in effect for a period of three (3) years from the date the Goods are accepted by Buyer.
Seller shall not be liable for delays or defaults in furnishing the Work, and Buyer shall not be liable for failure to accept the Work, if such delays or failure by either party are due to causes beyond their control, including acts of God or of a public enemy, acts of the Government of Canada/United States or any state, province or political sub-division thereof, fires, floods, explosions, or other catastrophes, labor disturbances, freight embargoes or delays of a supplier due to such causes as provided for in this paragraph. Seller shall make all commercially reasonable efforts to end such causes of delay or default. Buyer reserves the option to terminate the Purchase Order without penalty after fifteen (15) days from the delivery date upon written notice to Seller, or earlier if Buyer determines, acting reasonably, that such circumstances cannot be rectified within fifteen (15) days. In the event of a delay due to the fault or negligence of Seller, Buyer at its option may either approve a revised delivery schedule or terminate the Purchase Order without further liability to Seller. Notwithstanding the foregoing, this Paragraph 21 shall not apply to delays caused by lack of finances or financial capability of Seller.
Neither Seller Group, nor any of their respective subcontractors, employees or agents, shall be deemed to be Buyer’s employees or agents, it being understood that Seller, and its subcontractors and vendors, are independent contractors for all purposes and at all times, and Seller shall be wholly responsible for withholding or payment of all federal, provincial/state and local income and other payroll taxes with respect to its personnel, including contributions from them and as required by law.
Seller shall not advertise or publish the fact that Buyer has contracted the Work to Seller, nor shall any information related to this Purchase Order be disclosed without prior approval of Buyer.
In the event of a Dispute, the parties shall at all times make all reasonable efforts to resolve the Dispute by direct discussion and negotiation between party representatives. If the representatives fail to resolve the Dispute within a reasonable length of time, either party may require that the Dispute be resolved by referring it to a committee made up of one upper management person from each party, such persons not to have been involved in the day-to-day performance of the Purchase Order. If the committee fails to resolve the matter amicably within thirty (30) days of referral to the committee or such longer period as the parties agree, the Dispute shall be submitted to final, binding arbitration before one arbitrator, pursuant to the then-current Arbitration Rules of the ADR Institute of Canada Inc. The arbitration shall take place in Calgary, Alberta in front of one arbitrator. In the event of any Dispute, the parties will not suspend or delay performance of the Work under the Purchase Order.
The Purchase Order constitutes the entire agreement between the parties regarding the subject matter, and supersedes all prior agreements, whether written or oral. Buyer’s failure at any time to enforce any of the provisions of this Purchase Order or any right with respect thereto, or to exercise any option herein provided, will in no way be construed to be a waiver of such provisions, rights, or options or in any way to affect the validity of this agreement. Buyer and Seller agree that this Purchase Order is not governed by the UN Convention on Contracts for the International Sale of Goods. The Purchase Order shall be governed by and construed exclusively in accordance with the laws of Alberta without reference to any conflict of laws principle that may require the application of laws of another jurisdiction. The Courts of Alberta shall have exclusive jurisdiction to entertain and determine all disputes and claims, whether for specific performance, injunction, declaration or otherwise, both at law and in equity, arising out of or in any way connected with this Purchase Order. All Buyer’s remedies set out herein are in addition to any additional remedies Buyer may have at law, in equity or otherwise. Neither this Purchase Order nor any portion hereof shall be assigned or novated by Seller without Buyer’s prior written consent. Without such consent, any such assignment shall be void. Buyer may freely assign the Purchase Order, or any portion hereof, at any time to any person, including Customer or a lender of Customer, with prior written notice to Seller. In the case of such a Buyer assignment, Seller shall cooperate with the assignee to execute any documents in furtherance of the assignment, including, where required, a direct supply agreement with the assignee.
Hard copies of the Terms and Conditions can be considered uncontrolled.
For the most current revision, always confirm with Startec’s Document Management Group.
Document Date: 05-20-2026
Document Number: SCP-SC-TAC-001