CONTRACT STANDARD - Ontario Power Generation A-6… · model, inventor’s ... submissions required...

6
- 1 - CONTRACT STANDARD Class Number Date A 6 2013 Ontario Power Generation Inc. (OPG) STANDARD COMMERCIAL TERMS FOR ENGINEERED EQUIPMENT SPARE PARTS June 2013 CONTENTS 1. Definition of Terms 2. Contract Documents and Order of Precedence 3. Communications 4. Language and Units of Measure 5. Substitutions 6. Pricing 7. Taxes 8. Duty 9. Importer of Record 10. NAFTA 11. Terms of Payment 12. Assignment 13. Quality Program 14. Electrical Safety Approval 15. Unavoidable Loss, Damage or Delay 16. Shipping and Packaging Instructions 17. Hazardous Materials 18. Overshipments 19. Delivery 20. Correction of Defects 21. Contract Cancellation 22. Intellectual Property 23. Laws, Regulations and Subcontractors 24. Governing Laws 25. Authorised Distributor/New Product Representation 26. Claims by the Supplier; Arbitration 27. Suppliers Liability 28. Publicity 29. Former Employees 30. Code of Conduct 31. Notices 32. Waivers 1. Definition of Terms In the Contract Documents, the following terms have the respective meanings set out below. (1) Actual Delivery Date means the date on which the Equipment is received by OPG at the stipulated delivery point. (2) Contract Documents means the documents, including these standard commercial terms, delivered to the Supplier in respect of OPGs request for proposals for the supply or performance of the Work. (3) Contract Price means the total of any stipulated sums for the Work (or any portion thereof) set forth in the Contract, as amended by any instruction notice. (4) Engineer means the person designated from time to time by OPG to exercise such power, authority or discretion as is required of such person under the Contract. (5) Equipment means all materials, machinery, assemblies, instruments, devices or articles, and related components to be supplied to OPG, and all associated documentation, including any embedded or accompanying data and computer programs which are incidental to the operation and maintenance of the items to be supplied, together with all related upgrades, updates, modifications and enhancements to be supplied. (6) Inspector means the person designated from time by OPG to monitor the application of the quality program, examine the Work and expedite the delivery of the Work. (7) Intellectual Property Rights means any rights in or to a Canadian or foreign patent, patent application, utility model, inventor’s certificate, copyright, moral right, trade- mark, trade name, Internet domain name, service mark, trade secret, know-how, confidential information mask work or integrated circuit topography, industrial design or other intellectual property rights of any kind, whether registered or unregistered.

Transcript of CONTRACT STANDARD - Ontario Power Generation A-6… · model, inventor’s ... submissions required...

Page 1: CONTRACT STANDARD - Ontario Power Generation A-6… · model, inventor’s ... submissions required under the Contract, will be in the English ... Supplier for expenses as provided

- 1 -

CONTRACT

STANDARD Class Number Date

A 6 2013

Ontario Power Generation Inc. (OPG)

STANDARD COMMERCIAL TERMS

FOR ENGINEERED EQUIPMENT

SPARE PARTS

June 2013

CONTENTS

1. Definition of Terms Definition of Terms

2. Contract Documents and Order of Precedence

3. Communications

4. Language and Units of Measure

5. Substitutions

6. Pricing Taxes

7. Taxes

8. Duty

9. Importer of Record

10. NAFTA

11. Terms of Payment

12. Assignment

13. Quality Program

14. Electrical Safety Approval

15. Unavoidable Loss, Damage or Delay

16. Shipping and Packaging Instructions

17. Hazardous Materials

18. Overshipments

19. Delivery

20. Correction of Defects

21. Contract Cancellation

22. Intellectual Property

23. Laws, Regulations and Subcontractors

24. Governing Laws

25. Authorised Distributor/New Product Representation

26. Claims by the Supplier; Arbitration

27. Supplier’s Liability

28. Publicity

29. Former Employees

30. Code of Conduct

31. Notices

32. Waivers

1. Definition of Terms

In the Contract Documents, the following terms have the

respective meanings set out below.

(1) Actual Delivery Date means the date on which the

Equipment is received by OPG at the stipulated delivery

point.

(2) Contract Documents means the documents, including

these standard commercial terms, delivered to the

Supplier in respect of OPG’s request for proposals for the

supply or performance of the Work.

(3) Contract Price means the total of any stipulated sums for

the Work (or any portion thereof) set forth in the Contract,

as amended by any instruction notice.

(4) Engineer means the person designated from time to time

by OPG to exercise such power, authority or discretion as

is required of such person under the Contract.

(5) Equipment means all materials, machinery, assemblies,

instruments, devices or articles, and related components to

be supplied to OPG, and all associated documentation,

including any embedded or accompanying data and

computer programs which are incidental to the operation

and maintenance of the items to be supplied, together with

all related upgrades, updates, modifications and

enhancements to be supplied.

(6) Inspector means the person designated from time by

OPG to monitor the application of the quality program,

examine the Work and expedite the delivery of the Work.

(7) Intellectual Property Rights means any rights in or to a

Canadian or foreign patent, patent application, utility

model, inventor’s certificate, copyright, moral right, trade-

mark, trade name, Internet domain name, service mark,

trade secret, know-how, confidential information mask

work or integrated circuit topography, industrial design or

other intellectual property rights of any kind, whether

registered or unregistered.

Page 2: CONTRACT STANDARD - Ontario Power Generation A-6… · model, inventor’s ... submissions required under the Contract, will be in the English ... Supplier for expenses as provided

- 2 -

(8) Subcontractor means a person, firm or corporation

(including the person’s, firm’s or corporation’s heirs,

executors, administrators, personal and legal

representatives, successors and permitted assigns) who

supplies or performs any of the Work under an agreement

with the Supplier, another Subcontractor or an

combination of the Supplier and another Subcontractor.

(9) Supplier means the party contracting with OPG under the

Contract.

(10) Work means all labour, materials, Equipment, structures,

services, supplies and acts required to be supplied or

performed by the Supplier under the Contract, including

all packaging, inspection, shipping, handling delivery and

other incidental services required to supply the Equipment

to the designated location in the prescribed manner.

Unless otherwise specified, words importing the singular

include the plural and vice versa and words importing gender

include all genders. The term “including” means “including

without limitation”, and the terms “include”, “includes” and

“included” have similar meanings. The term “will” means

“shall”. When words that have a well-known technical or

trade meaning are used in the Contract, such words will be

interpreted in accordance with that meaning. References to

standard delivery arrangements will be interpreted in

accordance with the Incoterms 2000.

2. Contract Documents and Order of Precedence

The Contract consists of (1) the purchase order, (2) these

standard commercial terms, and (3) the other Contract

Documents, all as expressly amended by OPG and the Supplier

in writing.

These documents take precedence in the order in which they

are named above. Schedules, appendices and addenda to any

Contract Document will be considered part of such Contract

Document.

These documents are subject to subsequent amendments to the

Contract, in the form of instruction notices to the purchase

order, which will take precedence over the documents

amended thereby.

No agent, employee or other representative of OPG has

authority to make any promise, agreement or representation not

incorporated into a Contract Document, and no promise,

agreement or representation will bind OPG unless so

incorporated.

The Contract and the Work required thereby will be interpreted

to include all Work reasonably required to provide a project

result that is fit for OPG’s purposes. Where the Supplier’s

proposal sets forth design or performance descriptions or

criteria, such descriptions and criteria will be considered part

of OPG’s specifications to the extent that they enhance the

requirements of such specifications.

3. Communications

The Supplier will reference OPG’s project name, Equipment

description and purchase order number in all communications

with OPG.

4. Language and Units of Measure

All communication between the Supplier or its Subcontractors

and OPG, including all documents, notes on drawings, and

submissions required under the Contract, will be in the English

language. Unless otherwise specified in the Contract, the

supplier will ensure that the International System of Units (SI)

will be used for all purposes respecting the Work.

5. Substitutions

The Supplier may not make substitutions (if different from the

original designed and tested components supplied,

specifications, drawings or data) without written

acknowledgement and consent from OPG.

6. Pricing

Unless otherwise indicated in the Contract (1) all monetary

amounts are stated in Canadian funds, (2) the Contract Price

includes all activities required to supply or perform the Work

and all applicable customs duties, excise taxes, freight,

insurance, and all other charges of every kind respecting the

Work except for Canadian Goods and Services Tax or any

Harmonized Sales Tax and (3) the Contract Price will not be

subject to adjustments for changes in any cost of the Work to

the Supplier.

Notwithstanding anything to the contrary in the Contract, if

established in the purchase order, OPG will reimburse the

Supplier for expenses as provided in OPG’s Business Expense

Schedule referred to in the purchase order.

7. Taxes

Canadian Goods and Services Tax/ Harmonized Sales Tax, if

applicable, will be shown as extra and the Supplier’s invoice

must identify their 15 digit registration number for purposes

of Part IX of the Excise Tax Act (Canada).

OPG will have no liability for any of the Supplier’s income or

capital taxes imposed by any governmental authority

respecting the Contract.

Page 3: CONTRACT STANDARD - Ontario Power Generation A-6… · model, inventor’s ... submissions required under the Contract, will be in the English ... Supplier for expenses as provided

- 3 -

8. Duty

The Contract Price will be subject to adjustment for any new

customs duties, or for any change in the rate of any applicable

customs duty. Adjustments will be based upon the difference

between the rate of the customs duties at the date of the

Contract and the rate in effect at the date of importation. OPG

will have the right to effect an adjustment to the Contract Price

for any decrease in any applicable customs duties based on its

estimate of the value of foreign content if factual data is not

provided by the Supplier on request. Any additional duties,

interest, penalties or sales taxes imposed by Canada which are

attributable to either dumping duties or change in the value for

duty will in all events be solely to the Supplier’s account.

The Supplier will co-operate with OPG in applying for and

obtaining a refund of any duties or taxes paid by the Supplier

or its Subcontractors on any portion of the Work before the

refund period expires. The Supplier will require similar co-

operation from its Subcontractors. All amounts received by

the Supplier or its Subcontractors by way of such refund will

constitute trust monies to which OPG is exclusively entitled

and will be forwarded to OPG forthwith.

9. Importer of Record

Where the delivery point is outside Canada, OPG will be the

Importer of Record for customs purposes. Where the delivery

point is in Canada, should any portion of the Equipment be

manufactured or fabricated outside of Canada, the Supplier

or its agents or representative will be the Importer of Record

for customs purposes for that portion of the Work.

If for any reason import documentation provided by the

Supplier is incorrect, any further duties, interest, penalties or

taxes imposed by any governmental authority will be solely

to the Supplier’s account.

10. North American Free Trade Agreement (NAFTA)

Where the origin of goods is the United States or Mexico or

Canada, the Supplier will deliver to OPG a valid certificate

of origin with each shipment where the goods offered qualify

under NAFTA.

Any additional duties, interest, penalties or taxes resulting

from an invalid certificate of origin or the Supplier refusing

to supply one where applicable, or changes in the source of

supply, will be solely to the Supplier’s account.

11. Terms of Payment

OPG will aggregate all outstanding invoices received and

approved by OPG for payment before the 25th of each

month. Subject to any withholdings required by law,

statute or regulation, OPG will pay the Supplier this

aggregate amount on the 25th

day of the following

month or, following business day if the 25th

day falls on a

non-business day of the following month. All payments

are conditional on receipt and acceptance of Equipment

before the date payment is made. In addition, OPG may

withhold any payment if there remain outstanding any

unresolved non-conformance issues. For Suppliers

located in Canada, OPG will make all payments by

electronic funds transfer. The Supplier will deliver to

OPG suitable electronic funds transfer instructions from

time to time.

12. Assignment

The Contract enures to the benefit of and binds the parties and

their respective successors and permitted assigns.

Except as expressly set out in the Contract, the Supplier may

not, in whole or in part, assign, licence, sublicence,

subcontract, delegate or otherwise transfer the Contract or any

right or obligation under the Contract.

OPG may assign any of its rights and transfer any of its

obligations respecting the Contract (1) to any present or future

affiliated or subsidiary enterprise of OPG, or (2) to a third

party in the course of any sale, lease, merger, amalgamation,

reorganisation or other form of corporate, commercial or

financial arrangement. Upon, and to the extent of such

transfer, OPG will be entirely relieved of all such obligations

so transferred.

13. Quality Program

The Supplier will maintain a quality program that will assure

OPG that the design, material and workmanship used in the

Work fully meet the Contract requirements. The program will

conform with the ISO or CSA Z299 Quality Program Standard

and/or any other quality assurance requirements specified in

the Contract. Any proposed alternatives to the ISO or CSA

Z299 Quality Program will be subject to evaluation by OPG

for its equivalency to specified requirements.

Notwithstanding the provisions of any standard or code

applicable to the Work, the Supplier will be responsible for

and will perform all inspection, testing and surveillance of the

Subcontractors and the Work necessary to ensure that the

Work meets the requirements of the Contract. OPG may

perform surveillance at any time(s) for compliance with the

quality program and examine the Work wherever situated for

conformance to product quality requirements.

The Supplier will make the necessary arrangements to facilitate

such surveillance and examination at the Supplier’s premises

as well as at the premises of its Subcontractors. At least 48

hours notice will be given to enable the Inspector to be present

at any Inspection Plan/Quality Program hold points.

To facilitate surveillance at Subcontractor’s premises,

subcontracts will reference OPG’s purchase order number.

When requested, the Supplier will provide the Inspector with a

copy (un-priced) of all subcontract documents.

Page 4: CONTRACT STANDARD - Ontario Power Generation A-6… · model, inventor’s ... submissions required under the Contract, will be in the English ... Supplier for expenses as provided

- 4 -

The Supplier will promptly correct all instances of non-

conformance (as defined in ISO or CSA standards) and report

its corrective action to the Inspector in writing.

Any Work for which a unique specification does not appear in

the Contract will be of a quality which meets the requirement

as agreed by the Engineer.

When conformance to an ISO or CSA Z299 Quality Program

Standard (or equivalent accepted by OPG) is required, each

packing slip will include the following certification:

“The equipment listed herein has been inspected by the

Supplier and is in conformance with the contract

requirements and approved for shipment.”

Such certification will be endorsed with the signature, and

include the title, of an authorised representative of the

Supplier’s Quality Authority. For instruments, a list showing

OPG’s material identification number (Material Code or

Catalogue ID) or specified mark numbers will also be

enclosed.

14. Electrical Safety Approvals

The Supplier will ensure that all electrical Equipment, before

delivery, has the safety approval of the Canadian Standards

Association or the electrical approval of the Electrical Safety

Authority. The Supplier will arrange for such approval at its

expense.

15. Unavoidable Loss, Damage or Delay

Neither the Supplier nor OPG will be liable to the other for

loss, damage, delay in the Work, or non-performance of any

contractual obligation caused by war, riot, the act or order of

any competent civil or military authority, fire, flood, strike,

lockout or other labour dispute or by any other cause which is

unavoidable and beyond the party’s reasonable control. Both

parties will be prompt in restoring normal conditions, re-

establishing schedules, and resuming operations as soon as the

interruptions have ceased.

16. Shipping and Packaging Instructions

All cages, packages, boxes, crates, bundles, unpackaged

components and bills of lading will be clearly and indelibly

marked to show necessary shipping information. Markings

will be applied by a method suitable to the type of product and

packaging involved and will provide the following

information:

(1) destination address and OPG’s purchase order and

requisition number;

(2) material code number and other identifications

specified in the purchase order;

(3) the Supplier’s shipment identification number, numbering

of packages, boxes, crates, components, or assemblies of

the shipment; and a detailed packing slip, listing each

separate item, will be enclosed in a waterproof envelope

and firmly attached to each shipping container.

17. Hazardous Materials

The Supplier when shipping to any OPG site, any product

which is categorised as a hazardous material (i.e., compressed

gas, flammable or combustible material, oxidising material,

poisonous and infectious material, corrosive material or

dangerously reactive material), will comply with relevant

federal and provincial legislation and regulations pertaining to

such materials. The Workplace Hazardous Material

Information System (WHMIS) will apply and all such

materials will be properly identified with WHMIS type

warning labels. All shipments of such material to OPG sites

will include a Material Safety Data Sheet (MSDS). Where the

delivery point is a nuclear site, a copy of the MSDS will also

be sent to: The MSDS Centre, OPG, Safety Services

Department, 1549 Victoria Street East, Whitby, Ontario, L1W

3C7, Attn: Technical Information Services, Unit Head.

18. Overshipments

Equipment not ordered, including excess quantities, will be

subject to rejection. The cost of handling, packaging and

transportation of such Equipment for return will be solely to

the Supplier’s account.

19. Delivery

Title to the Equipment will be transferred to OPG free and

clear of encumbrances of any nature.

Time will be material and of the essence of the Contract.

The Supplier will be responsible for arranging its design,

manufacturing, and shipping schedules so that the Equipment

will arrive at the stipulated destination in accordance with the

delivery schedule specified in the purchase order.

In the event of a delay or default in performance by the

Supplier, OPG may at its discretion extend the time period for

performance, upon conditions satisfactory to OPG.

Alternatively, in such event, OPG may cancel the Contract in

whole or in part, without any further obligation of any nature

to OPG, receive a refund of the corresponding amounts paid to

the Supplier and seek satisfactory performance by alternative

suppliers. Any extension granted by OPG will not prejudice its

ability to exercise it cancellation rights in the event of further

delay or default.

20. Correction of Defects

If, within one year of the Actual Delivery Date of the

Equipment, any part of the Equipment becomes defective, is

deficient, or fails due to defect in design, material or

workmanship or otherwise fails to meet the requirements of the

Contract, then the Supplier upon receipt of notification from

Page 5: CONTRACT STANDARD - Ontario Power Generation A-6… · model, inventor’s ... submissions required under the Contract, will be in the English ... Supplier for expenses as provided

- 5 -

OPG, will make good every such defect, deficiency or failure

without cost to OPG. The Supplier will pay all transportation

charges for parts and/or Equipment both ways between the

Supplier’s factory or repair depot and the point of use.

Any part of the Equipment made good under this section 20

will be subject to all the provisions set forth in the first

paragraph of this section 20.

21. Contract Cancellation

OPG may from time to time, without cause and without

affecting the validity of the Contract, immediately cancel

any uncompleted or unperformed Work, in whole or in

part, by delivering a notice to this effect to the Supplier.

Except to the extent any such cancellation arises in respect

of any event of default by the Supplier, OPG will pay the

Supplier the amounts set out below, supported by any

audit requested by OPG (including an audit performed by

members of OPG’s internal audit staff):

(1) a percentage of the value of the item as a restocking charge

for standard stocked items;

(2) reimbursement at the Contract Price for all items completed

and delivered; and

(3) reimbursement for the direct out-of-pocket costs to the

Supplier for Work in progress directly incurred in the course of

the Work. For greater certainty, there will be no charge for

items which are not custom manufactured for the Contract.

Title to all Work for which reimbursement is made will vest in

OPG. The above settlement procedure will not apply to

situations in which OPG is entitled to terminate the Contract

by reason of default by the Supplier. OPG will not be liable to

the Supplier for loss of anticipated profit or any other

economic loss whatsoever on the cancelled portion or portions

of the Work.

22. Intellectual Property

The Supplier will pay all royalties, licence fees and other

monetary amounts required in respect of Intellectual Property

Rights associated with the Work.

The Supplier confirms that it owns or has obtained from third

parties, duly authorised grants of all right, title and interest

necessary to provide to OPG a licence regarding the

Intellectual Property Rights associated with the Work in the

manner set out in the Contract including waivers of moral

rights for the benefit of OPG. The Supplier grants to OPG an

non-exclusive, irrevocable, perpetual, royalty free and fully

paid-up licence and uninterrupted right to use all Intellectual

Property Rights that are contained or embedded in, required

for the use of, used in the production of, or required for the

reproduction, modification, maintenance, servicing,

improvement or continued operation of the Work. The rights

granted under this paragraph include a right for OPG (1) to

make copies, (2) to modify and create derivative works from

the subject matter of the grant of the right, and (3) to assign,

sublicence and transfer rights granted under this paragraph,

in whole or in part, to a present or future affiliated enterprise

of OPG or to a third party that provides services to OPG.

Upon disposition of the Work in whole or in part, the

Supplier will provide, upon the request of and at no charge

to OPG, either (1) a direct grant to the recipient of this Work,

a new licence of all Intellectual Property Rights associated

with the use of this Work, or (2) permission for OPG to

assign and transfer to the recipient of this Work all existing

licences of Intellectual Property Rights associated with the

use of this Work.

The Supplier will, at its expense defend all claims, actions or

proceedings against OPG based on any allegation that the

Work, or any part of the Work, constitutes an infringement

upon, or a misappropriation of any Intellectual Property

Rights and will pay to OPG all resulting costs, damages,

charges and expenses incurred. OPG will give the Supplier

written notice of any such claim, action or proceeding and at

the request and expense of the Supplier, OPG will provide

all available information, assistance and authority required to

conduct its defence.

If all or any part of the Work is finally determined to constitute

an infringement or misappropriation of Intellectual Property

Rights, or if OPG is enjoined form using any of the Intellectual

Property Rights as a result of an infringement or

misappropriation claim, the Supplier will at its expense

promptly obtain for OPG the right to continue using the Work

or promptly modify or replace the non-compliant elements of

the Work to the extend necessary to render the Work

compliant, without adversely affecting the functional or

performance capabilities of the Work.

23. Laws, Regulations and Subcontractors

The Supplier will comply with relevant federal, provincial and

municipal statutes, regulations and bylaws pertaining to the

Work and its performance.

The Supplier must provide the name and address of proposed

major Subcontractors, together with a list of the items to be

supplied or Work to be performed by each. Thereafter, no

change involving any major Subcontractor will be made

without adequate cause and without OPG’s prior written

approval. The Supplier will be fully responsible for all acts

and omissions of each Subcontractor and worker of the

Supplier and each Subcontractor and any such acts and

omissions will be deemed to be those of the Supplier.

Accordingly, respecting each obligation of the Supplier under

the Contract, the Supplier will ensure that no worker of the

Supplier or any Subcontractor and that no Subcontractor will

breach any such obligation.

24. Governing Laws

The Contract and the conduct of the parties with respect to the

formation and performance of the Contract are governed by

and are to be construed and interpreted in accordance with the

laws of Ontario and the laws of Canada applicable in Ontario.

Page 6: CONTRACT STANDARD - Ontario Power Generation A-6… · model, inventor’s ... submissions required under the Contract, will be in the English ... Supplier for expenses as provided

- 6 -

The parties irrevocably submit to the non-exclusive jurisdiction

of the courts of Ontario and the Federal Court of Canada.

25. Authorised Distributor/New Product Representation

The Supplier confirms that it is duly authorised by the

manufacturer of the Equipment to distribute the Equipment

and that OPG will be entitled to the full benefit of all

warranties, customer service, maintenance and repair programs

offered by the manufacturer. Unless otherwise stated in the

Contract, all Equipment supplied will be the most current

model or version commercially available at the time of supply

will be new and comprised entirely of genuine unused

components in good operating condition and will be fully

eligible for maintenance service without any requirement for

further qualification or inspection.

26. Claims by the Supplier; Arbitration

Unsettled disputes or claims arising out of the Work may, on

the agreement of the parties, be settled through binding

arbitration in accordance with the Arbitration Act, 1991

(Ontario).

27. Supplier’s Liability

The Supplier’s liability for personal injury (including death)

and property damage will survive acceptance, approval or use

of the Work, or any part thereof, by OPG.

The Supplier will not be liable to OPG for:

(1) loss of use of the Work or of the project in which it is

installed or is to be installed;

(2) increased cost of operation of the Work or of said project;

(3) claims by third parties (other than for personal injury,

property damage or patent infringement);

which may arise, whether by negligence or otherwise,

subsequent to delivery, due to the Supplier’s performance or

failure to fully perform under the Contract.

28. Publicity

The Supplier will (and will cause each Subcontractor to) not

release for publication any information in respect of the

Contract without the prior written permission of OPG.

29. Former Employees

OPG has a policy restricting the involvement in OPG contracts

of former OPG employees who received a severance package

or who are receiving pension payments from OPG or an

affiliated enterprise or are on a non-working pension bridge

from working with OPG. If the Supplier employs or will be

using former employees in the Work, the Supplier must

identify the names and responsibilities of each such

individual for approval by OPG before engaging them in the

Work.

30. Code of Conduct

The Supplier will not take any action that would cause OPG or

any of its directors, officers, employees, agents or

representatives to be in breach of any of the obligations set out

in OPG’s Code of Business Conduct. A current copy of the

code may be reviewed at www.opg.com.

31. Notices

Notices to OPG for:

(1) Nuclear will be addressed to the Vice President, Nuclear

Supply Chain, 889 Brock Road South, Pickering, Ontario

L1W 3J2;

(2) Electricity Production will be addressed to the Director,

Electricity Production Supply Chain Services, 700

University Avenue, Toronto, Ontario, M5G 1X6;

(3) All others will be addressed to the Director, Corporate

Procurement and Business Services, 700 University

Avenue, Toronto, Ontario, M5G 1X6.

Such notices will be effective upon receipt.

Notices to the Supplier will be effective upon delivery to the

Supplier or the sending of same by registered post or fax to the

Supplier's last address or fax number recorded with OPG.

32. Waivers

No waiver of any term of the Contract is binding unless it is in

writing and signed by all the party entitled to grant the waiver.

No failure to exercise, and no delay in exercising, any right or

remedy, under the Contract will be deemed to be a waiver of

that right or remedy. No waiver of any breach of any term of

the Contact will be deemed to be a waiver of any subsequent

breach of that term.