Terms and Conditions

Forming an integral part of any contract or purchase order issued by RailTerm

Any subcontractor engaged by a Vendor subject to the below terms and conditions and working for RailTerm shall also be required to comply with the said terms and conditions.

Definition of Vendor: party hired by RailTerm to execute the work/render the services stipulated in the contract or purchase order.

  • By acceptance of this contract or purchase order, Vendor agrees to comply fully with its terms and conditions. Acceptance of this contract or purchase order is strictly limited to these terms and conditions and none of Vendor’s terms and conditions shall apply.
  • Any modifications with regards to this contract or purchase order must be mutually agreed between Vendor and RailTerm and shall be confirmed by RailTerm in writing prior to delivery of modified work or modified services.
  • The Vendor is engaged as an independent contractor for the sole purpose of performing the work or rendering services. The Vendor is not engaged as an employee, servant or agent of RailTerm.
  • The Vendor represents and warrants that it is competent to perform the work or render the services and that it has the necessary qualifications, including knowledge, skill and experience to perform the work or render the services, together with the ability to use those qualifications effectively for that purpose.
  • The Vendor shall supply everything necessary for the performance of the work or the rendering of services.
  • The Vendor shall: (a) carry out the work or render the services in a diligent and efficient manner; (b) ensure the work or services: (i) are of proper quality, material and workmanship; (ii) are in full conformity with the specifications and requirements of the contract or purchase order.
  • Vendor shall comply with all applicable laws and regulations including but not limited to those pertaining to the carrying of hazardous goods, health and safety, product safety, environmental protection, import and export of goods and taxation.
  • When the presence of a Vendor is necessary on a RailTerm’s job site, the Vendor must attend each job briefing session provided by RailTerm which applies to all employees working for RailTerm.
  • Vendor performing work or rendering services to Railterm shall:
    • Assign the work to employees with the technical and professional skills and knowledge needed to perform it safely.
    • Provide all employees with all equipment required for their protection.
    • Ensure that work and work procedures at no time compromise the safety and health of persons, or the physical integrity of property and equipment.
    • Use machinery and vehicles that are in good condition and adequately equipped.
    • Promptly declare all incidents to a RailTerm representative regardless of its seriousness or potential repercussions.
    • Comply with all safety regulations and work procedures on the site, including completion, by all on-site personnel, of any safety orientation course required by the Railway, at no additional cost to RailTerm.
    • Keep the site clean and safe, restore it to its former condition and recover all residual material. RailTerm shall assume no responsibility for the management and final disposal of waste generated on site by a Vendor.
    • Declare without delay to Urgence-Environnement and Railterm, regardless of the nature or quantity of the product, any release or spill of contaminants that threats, affects or is about to deteriorate the quality of water, air, soil, wildlife, wildlife habitat or environment in which evolves the human being.
    • At the Vendor own expense, arrange to clean the area affected by any release or spill and restore it to its condition prior to such release or spill to the satisfaction of the appropriate governmental authority and Railterm.
    • Prevent dust emissions into the atmosphere, as well as noise emissions that may be disruptive for local residents.
  • Before advancing any payment to the Vendor, RailTerm reserves the right to determine, in its sole and absolute discretion, whether the work or the services were performed as per provided specifications, industry’s specifications and Best Practices.
  • In the event that the work or services were not performed to its satisfaction, RailTerm may take such action as it deems necessary to correct the Vendor’s default, including, without limitation, the following:
    • Direct Vendor to re-perform the work or services in whole or in part for the work or services that were not completed to RailTerm’s satisfaction.
    • Withhold payment due or accrued due to the Vendor for the work or services performed pursuant to the contract or purchase order.
    • Set off any expenses incurred by RailTerm in remedying any or all default or failures of the Vendor in having performed the work or services satisfactorily against payment due or accrued due to the Vendor.
    • Terminate the contract or purchase order and /or seek indemnification from the Vendor for resulting losses suffered by Railterm.
  • Force Majeure: If the Vendor is delayed in completion of this contract or purchase order by reasons of war, riot, natural disaster, fire, flood, embargo, epidemic, quarantine, strikes,act or order of any competent civil or military authority or any other cause beyond its control and which by the exercise of due diligence could not be avoided or reasonably circumvented through use of alternate sources, work-around plans or other means, then the time of delivery of the work or services shall be extended for a period of time equal to the time lost due to such delays, at no cost or penalty to Railterm. No delivery time extension shall be granted for delays unless written notice of the delay is given to RailTerm within two (2) days of its commencement. In the case of a continuing cause of delay, only one notice shall be necessary.
  • If a Force Majeure prevents, hinders or delays the Vendor’s performance of this contract or purchase order for a continuous period of more than fifteen (15) days, RailTerm may, by written notice to its Vendor, terminate this contract or purchase order at any time and without intervention of any judicial authority.
  • In case of non-performance by Vendor of any of its obligations other than by reason of force majeure, RailTerm may terminate this contract or purchase order by notice in writing to Vendor at any time and without intervention of any judicial authority, without prejudice to RailTerm’s right to demand specific performance of this contract or purchase order and/or claim damages from Vendor.
  • If the Vendor ceases to carry on its business or if any proceedings under the bankruptcy or insolvency laws are brought by or against the Vendor, RailTerm may, without intervention of any judicial authority, terminate this contract or purchase order based upon the work performed or services rendered. Such notice shall indicate the extent and effective date of such termination.
  • The Vendor will at all times indemnify and save harmless RailTerm from and against all actions, whether in contract, tort or otherwise, claims and demands, losses, costs, damages, suits or other proceedings by whomsoever brought or prosecuted in any manner based upon, or occasioned by any injury to persons, damage to or loss or destruction of property, economic loss or infringement of rights caused by, in connection with, or arising directly or indirectly from the performance of the work or service described in this contract or purchase order or the breach of any term or condition of this contract or purchase order by the Vendor.
  • The Vendor shall maintain during the term of this contract or purchase order the following insurance:
    • Commercial general liability coverage for a limit of not less than $5,000,000 per occurrence for bodily injury, death and damage to property. Such insurance shall not contain any exclusions or limitations in respect of working in and around railroads, shall include damage to tracks, structures and signals and shall name Rail-Term Inc. as Additional Insured;
    • Automobile liability insurance in respect of all owned or leased vehicles used in the performance of this contract or purchase order with limits of not less than $2,000,000 per occurrence;
    • If applicable to the work to be performed or services to be rendered, Professional Liability (errors and omissions) insurance coverage shall be obtained for a limit of not less than $2,000,000. If such insurance is written on a claim made basis, the coverage shall contain a twelve (12) month extended reporting period or be maintained for a period of one (1) year subsequent to conclusion of the work or services provided under this contract or purchase order.
    • If applicable to the work to be performed or services to be rendered, Environmental Impairment Liability with a limit of not less than $2,000,000 per Incident /Annual Aggregate. Coverage shall include third party bodily injury and property damage including onsite and off-site clean-up. If such insurance is issued on a claims made basis, such insurance shall contain a twelve (12) month extended reporting period or be maintained for a period of one (1) year subsequent to conclusion of the work or services provided under this contract or purchase order;
    • Workers’ Compensation insurance in a form satisfactory to regulatory bodies governing workplace safety and insurance having jurisdiction over any employees of the Vendor performing the work or services for RailTerm.
  • All the above insurance policies (except with regards to Workers’ Compensation) shall contain an endorsement to provide the Vendor and RailTerm with a thirty (30) day prior written notice of cancellation or of material change.
  • All of the above insurance policies (except with regards to Workers’ Compensation) shall be non-contributing and will apply at all times as primary insurance.
  • The Vendor shall provide a certificate of insurance as soon as contract or purchase order is provided by RailTerm.
  • Vendor shall be responsible for the payment of liquidated damages or penalties or for payment withholdings imposed upon or incurred by RailTerm caused by the non- performance or the failure of the Vendor to perform or deliver the work or services as specified in this contract or purchase order. It being understood that Vendor shall only be responsible if Owner requesting the work or services assesses such liquidated damages or penalties or withholds such payment from RailTerm (whether as a direct payment, offset, trade, claim reduction, settlement or otherwise). In the event RailTerm assesses any such liquidated damages or penalties or withholds such payment against Vendor pursuant to this contract or purchase order, RailTerm shall provide Vendor with reasonable evidence demonstrating that Owner requesting the work or services has, in fact, assessed such liquidated damages or penalties or withheld such payment from RailTerm.