Intact Insurance Specialty Solutions

Producers Careers Specialty Solutions Canada

Purchasing Terms and Conditions

1. AGREEMENT: This Purchase Order (“Order”) is a binding contract, subject to the terms and conditions hereof, unless objected to by Vendor in writing prior to shipment or commencement of services. All additions, exceptions, or modifications must be agreed to in writing by Intact Insurance Group USA LLC (“Intact”).

2. PRICE AND PAYMENT: Unless otherwise stated, the prices stated on the Order include all discounts and include charges for packing, shipping and taxes. Payment will be made within thirty (30) days of receipt of invoice after acceptance of the goods and/or services.

3. CHANGES: Intact shall have the right at any time to make changes to the Order upon notice to Vendor. If Vendor does not object in writing within ten (10) days or before scheduled delivery of the goods and/or services, the revision will be deemed accepted and the adjustment will be made on the next invoice.

4. WARRANTY: Vendor warrants that (1) the goods and/or services shall conform to this order, to specifications, drawings and/or other documentation, and shall be free from defects in materials and workmanship and (2) it has clear title to the goods and that the services will be performed in a professional and workmanlike manner. If the Order, or any part thereof, is found not to be as warranted, Intact may (a) rescind the Order; (b) accept such Order at a mutually agreeable reduction in price; or (c) reject the non-conforming portion of the Order. If Intact is required to return any portion of the Order due to a defect, Vendor shall be liable for all incidental costs. Rights granted to Intact are in addition to any other rights or remedies, including those under the Uniform Commercial Code.

5. TITLE AND RISK OF LOSS: Terms of shipping are F.O.B. Intact’s delivery location unless otherwise stated in the Order. Risk of loss shall not pass to Intact until the Order has been inspected, tested, and accepted by Intact.

6. INDEMNITY: Vendor agrees to indemnify, defend and hold harmless Intact from any and all claims, actions, liabilities, damages, costs and expenses, including reasonable attorneys' fees and expenses, arising out of (a) any third party claims of infringement of any patents, copyrights, license, trademarks, service marks or any other intellectual property right (b) the acts and omissions of Vendor, its employees, subcontractors, and/or agents. The provisions of this Section are in addition to all other remedies available to Intact and shall survive termination of this Order.

7. COMPLIANCE WITH LAWS & STANDARDS OF CONDUCT: Vendor shall comply with all applicable federal, state, and local laws and regulations. In the event that Vendor’s employees or contractors perform any of the Services at a Intact site, such employees and contractors shall comply with all applicable Intact policies.

8. FORCE MAJEURE: Vendor shall notify Intact in writing promptly of any delays to the timely performance of this Order. If Vendor is unable to complete performance at the time specified for delivery, by reasons either within or beyond its control, Intact shall have the option to find substitute services or to cancel the Order with no further obligation or liability to Vendor.

9. TERMINATION: Intact may terminate this Order at any time without incurring liability except for accepted goods or services. Either party may terminate this Agreement in the event of the other’s failure to comply with any material term of this Agreement and such noncompliance remains uncured for more than thirty (30) days after notice thereof.

10. ASSIGNMENT: This Order is non-assignable by Vendor.

11. INSURANCE REQUIREMENTS: Vendor is required to maintain insurance at its sole cost from insurance companies and in a form satisfactory to Intact in accordance with the limits of liability required by Intact. If requested, certificates of insurance, and any renewal notices, must be furnished to Intact, and any change or cancellation requires 30 days prior written notice to Intact.

12. LIMITATION OF LIABILITY: Except for the indemnity section of this order, neither party shall be liable for special, indirect, incidental, exemplary, or consequential damages (including, but not limited to, loss of profits, loss of use, or loss from business disruption, even if advised of the possibility of such damages).

13. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

14. PUBLICITY: Vendor agrees not to publish or use advertising or publicity matter without the prior written consent of Intact, which consent shall not be unreasonably withheld.

15. GENERAL PROVISIONS: The invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of any other provision. No amendment to this Agreement shall be binding on either party unless such amendment is in writing and executed by authorized representatives of both parties. A waiver by either party of a breach of any of the terms or provisions of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

Intact Insurance Specialty Solutions is the marketing brand for the insurance company subsidiaries of Intact Insurance Group USA LLC. Coverages may be underwritten by one of the following insurance companies: Atlantic Specialty Insurance Company, a New York insurer; Homeland Insurance Company of New York, a New York insurer; Homeland Insurance Company of Delaware, a Delaware insurer; OBI America Insurance Company, a Pennsylvania insurer; OBI National Insurance Company, a Pennsylvania insurer; or The Guarantee Company of North America USA, a Michigan insurer. Each of these insurers maintains its principal place of business at 605 Highway 169 N, Plymouth, MN 55441, except The Guarantee Company of North America USA, which is located at One Towne Square, Southfield, MI 48076. This material is intended as a general description of certain types of insurance coverages and services. Coverages and availability vary by state; exclusions and deductibles may apply. Please refer to your insurance policy or consult with your independent insurance advisor for information about coverages, terms and conditions. Some coverage may be written by a surplus lines insurer through a licensed surplus lines broker. Surplus lines insurers do not generally participate in state guaranty funds and insureds are therefore not protected by such funds.