Contract Terms and Conditions

  • Commercial Work Authorization
    1. In the event First Onsite is refurbishing the property by replacing damaged or destroyed materials, it will use its commercially reasonable efforts to match the colour and design of the original, damaged materials unless otherwise agreed to by the parties in the Scope of Work. First Onsite makes no representation as to the fitness of the materials used by it for any specific purpose.
    2. The Client agrees to provide First Onsite with reasonable access to the property, as required in order to perform the Work according to the estimated timeline in the Scope of Work. Unless stipulated otherwise, the Client's electricity, water, and toilet are to be available to First Onsite's personnel at no additional charge.
    3. First Onsite will use its commercially reasonable efforts to complete the Work within the estimated timeline, but makes no representation that the Work will be completed within such timeline and shall not be held liable for any damages caused by any delays, including without limitation delays caused by (i) strikes, acts of God, riots, changes to laws, labour strife or other force majeure events, (ii) by the actions or inactions of the Client or any other third party, including without limitation the Insurer. First Onsite will promptly communicate any expected delays in respect of the completion of the Work to the Client.
    4. The Client acknowledges that often damage to the property will be hidden or unforeseeable prior to execution of the Scope of Work. Any amendments to the Scope of Work, which result in extra costs or significant delays, should be agreed upon by the Client and First Onsite in writing (each, a "Change Order") and will become part of this Commercial Work Authorization. If First Onsite incurs additional costs necessary to perform the Work which were not anticipated in the Scope of Work, the Client shall remain liable for the payment of such additional costs, even if the Client and First Onsite have not executed a Change Order. Upon execution of any Change Order, which increases the estimated cost of the Work, the Client shall pay 50% of the amount by which the Change Order increases the original cost. The remaining 50% will be due upon completion of the Work.
    5. The Client shall be liable for the replacement or cost of any of First Onsite's materials or equipment that is lost, stolen or damaged if such damages are caused by the actions or omission of the Client or his/her/its representatives.
    6. The Client acknowledges that First Onsite may use certain disinfectants, fungicides, and/or chemicals during the execution of the Work and agrees to release and discharge First Onsite from any liability, directly or indirectly, whether known or unknown, in respect thereof. Client may request information on these products at any time throughout the Work from First Onsite.
    7. The Client acknowledges that FIRST ONSITE cannot anticipate all dangers or conditions that may be present at the property and, hereby, waives, releases and discharges FIRST ONSITE, its directors, officers, employees, consultants, agents, limited partners and sub-trades from any liability resulting from loss, damage or injury caused by the escape, and/or disposal of any pollutants, irritants, mould, fungi, spores, asbestos or other contaminant waste that was present at the job site prior to the commencement of the Work.
    8. First Onsite reserves the right to substitute any materials or products with other products of similar, equal or superior quality, utility, and/or colour.
    9. The Client (and if multiple owners of the property, then jointly and severally) agrees to indemnify and save First Onsite, its directors, officers, employees, agents, and sub-trades harmless from any loss, liability, damages or expenses (including legal fees) suffered by or resulting from the negligence, willful actions or breach of this Commercial Work Authorization by the Client, including without limitation all costs, damages or penalties relating to the Client's non-compliance with laws or regulations pertaining to, but not limited to, building and fire codes.
    10. The Client authorizes First Onsite to take pictures of the exterior and interior of the property. Client hereby consents to First Onsite's disclosure of any pictures, diagrams, Scope of Work, estimates, or other information necessary for the completion of the Work to insurance adjusters and agents, insurance companies, engineers, subtrades, material suppliers, service providers, any agencies retained for collection of outstanding accounts, Federal, Provincial, and Municipal authorities and others as deemed necessary.
    11. If the Client is included, or is a co-payable signatory, on any payments from the Insurer related to the Work, the Client warrants to promptly endorse that payment directly to First Onsite. In the event the property is encumbered by a mortgage, Client is responsible for cooperating with his/her/its mortgage company and First Onsite in order to facilitate timely payments to First Onsite.
    12. Design and Plan Flaws - First Onsite shall not be responsible for the negligent, fraudulent or willful conduct of any third parties including any engineering or architecturally designed flaws in respect of the Client's property.
    13. Client's Responsibilities - The Client agrees to the following, as a minimum:
      1. To carry any and all insurance on the building, covering risk of loss, during the Work.
      2. To not interfere with First Onsite workers, which could delay or disrupt the Work; or perform any work, personally or through an agent, on the property, without the direct written consent from First Onsite
      3. To not enter into any agreement with any tradesmen, subcontractor, or First Onsite employee without the direct written consent from First Onsite
    14. First Onsite's Responsibilities - First Onsite agrees to the following, as a minimum:
      1. To direct and control the WORK in accordance with the Scope of Work and comply with all applicable laws.
      2. To maintain commercial general liability and environmental coverage insurance, and ensure all sub-contractors carry appropriate insurance.
      3. To maintain the property in a safe and clean condition subject to the nature of the Work being performed.
  • Subcontractor Representations and Warranties

    Subcontractor hereby certifies that it is in compliance with all applicable local, provincial, and federal wage and hour and other employment laws, and that it will:

    • pay employees for all time worked, including compensable travel time, and prohibit off the clock work
    • compute wages in compliance with applicable overtime laws
    • enforce compliant meal, rest and heat recovery period policies and practices, including payment of premiums for missed or non-compliant breaks as required by applicable law
    • maintain all necessary payroll records in accordance with all applicable laws, including records of start and stop times of shifts and meal periods
    • provide employees legally compliant pay stubs
    • comply with all laws with respect to any use of direct deposit and pay cards
    • pay employees all wages timely, including at the end of the payroll period and at the time of termination or resignation
    • not make any cash wage or bonus payments
    • reimburse all appropriately incurred business expenses by check
    • ensure that any piece rate plan is in compliance with all applicable laws and includes pay for non-productive time
    • appropriately classify its employees as exempt or non-exempt in accordance with all applicable laws
    • ensure its independent contractors are appropriately classified under all applicable laws
    • maintain anti-harassment, anti-discrimination and anti-bullying policies, and ensure that it has trained its managers and/or supervisory employees in compliance with applicable laws
    • provide policies, including meal and rest break, off the clock, and anti-harassment policies to its employees in English and French
    • provide appropriate sick leave in accordance with state and federal law

    Subcontractor represents that it is not currently, nor has it been in the past five years, the subject of any wage and hour litigation, other than as set forth below:

    • Name of Case:
    • Case Number:
    • Court or other Forum In Which Case Is Pending:
    • Status of Case:

    Subcontractor acknowledges that the foregoing representations and warranties are truthful and accurate and further acknowledges that any claims against FIRST ONSITE Restoration Limited stemming from or related to the above practices are subject to Paragraph 8.3 “Indemnification” of the Limited Subcontractor Agreement.

  • FIRST ONSITE Terms and Conditions

     1. Definitions:

    “Acceptance Criteria” means the criteria by which the Deliverable(s) or the Service(s) will be evaluated for
    purposes of determining acceptance by FIRST ONSITE which shall include the functional, technical, design
    and performance characteristics specifically set forth or incorporated by reference in the Purchase Order.
    If the Acceptance Criteria is not specified in the Purchase Order, then the Acceptance Criteria shall be
    based upon FIRST ONSITE’s reasonable determination that the Deliverable(s) or Services are satisfactory to
    FIRST ONSITE in all material respects.

    “Deficiency” means, with regard to any Service, or Goods or any Deliverables, information or materials
    provided by Vendor, a defect, failure, malfunction, or nonconformity in such Service, Goods, or
    Deliverables or information or materials, that prevents such Service, Deliverable or information or
    materials, from complying with, or operating in accordance with , the applicable Acceptance Criteria.

    “Deliverable(s)” means Service(s), Goods or any and all other expectations outlined in a Work Order,
    Purchase Order or Contract delivered to FIRST ONSITE by Vendor.

    “Goods” means any tangible commodities, wares or materials used by Vendor to complete a job or
    purchased by FIRST ONSITE.

    “Party” means either Vendor or FIRST ONSITE, individually as the context so requires; and “Parties” means
    Vendor and FIRST ONSITE, collectively.

    “Purchase Order” means a commercial document issued by FIRST ONSITE to Vendor indicating types,
    quantities and agreed upon pricing for products or Services that Vendor will provide to FIRST ONSITE.

    “Service(s)” means the Service(s) described in the applicable Purchase Order that are to be provided by
    Vendor to FIRST ONSITE.

    “Subcontractor” means any third party company or individual that Vendor utilizes to perform any Services
    (in whole or in part) outlined in the Purchase Order.

    “Subcontract Work” means the Services specified in the Purchase Order to be performed by the Vendor.

    “Terms and Conditions” means all provisions outlined in this document as well as those provisions
    outlined in a Purchase Order or Contract that are applicable to the delivery of Services and/or Goods to
    FIRST ONSITE by Vendor.

    “Vendor” means the Company, its employees, agents, officers, consultants or other representatives that
    have been contracted to provide any Services by FIRST ONSITE as specified in the Purchase Order.

    “Work” means the process of Vendor providing Services which results in the satisfactory completion of a
    Purchase Order.

    2. Entire Agreement: The Terms and Conditions contained herein shall govern any and all transactional
    activity between Vendor and FIRST ONSITE. These Terms and Conditions shall apply to any Purchase Order
    and/or Vendor Agreement with respect to the provision of Goods and/or Services (the “Services”)
    between FIRST ONSITE and the Vendor. In circumstances where a Vendor Agreement exists and the
    provisions of said Agreement differ from the Terms and Conditions contained herein, the Terms and
    Conditions contained within the Vendor Agreement shall prevail.

    3. Acceptance: Any and all Goods and/or Services specified in a Purchase Order shall be furnished by Vendor
    subject to all the Terms and Conditions set forth herein, which Vendor, in accepting a Purchase Order from
    FIRST ONSITE, agrees to be bound by and to comply with.

    4. Provision of Services and Subcontracting: Unless otherwise agreed to by FIRST ONSITE in writing, the
    Vendor shall furnish at its own cost and expense any and all necessary labour, machinery, equipment,
    tools, transportation and other inputs required to perform Services. FIRST ONSITE shall not be liable for any
    loss of or damage to machinery, equipment or tools furnished by the Vendor.

    Should Vendor wish to subcontract any item of the Services, Vendor shall notify FIRST ONSITE of such intent
    prior to engaging the Subcontractor, and shall not engage any such Subcontractor without FIRST ONSITE’s
    prior consent, which consent may be withheld at FIRST ONSITE’s sole discretion. All Services performed for
    Vendor by a Subcontractor shall be performed in accordance with these Terms and Conditions. Vendor
    shall only use Subcontractors approved by FIRST ONSITE, Vendor shall be solely responsible for the acts and
    omissions of its Subcontractors and FIRST ONSITE’s approval of any Subcontractor shall not change Vendor’s
    liability in this regard. Subcontractors shall obtain and maintain all insurance coverage that Vendor is
    required to maintain under these Terms and Conditions.

    As applicable, Vendor has inspected the place of the Services prior to the commencement of the Services
    to the extent it deems necessary to determine difficulties and hazards incidental to the Services (for both
    construction and design purposes) whether arising from the location of the Services, proximity of the
    Services to adjacent facilities, site conditions, equipment, and other building structures, or otherwise, and
    is reasonably satisfied with the nature and extent of such difficulties and hazards. No change to the
    Purchase Order price or Service milestones will be permitted due to Vendor’s failure to have investigated
    and determined the conditions affecting the Services of the Purchase Order.

    5. Conflict of Interest: Vendor shall not engage in any activity or provide any Services to FIRST ONSITE where
    to do so would create a real or perceived conflict of interest with the provision of the Work. Without
    limiting the generality of the foregoing, Vendor acknowledges and agrees that it shall be a conflict of
    interest to provide Work if Vendor is related in law to another person or entity that has bid on the Work,
    or if Vendor uses confidential competitor or FIRST ONSITE information to support the bid for the award of
    the Work, or if Vendor’s employees or Subcontractors are related by family or business relationship to
    FIRST ONSITE employees or Client employees where such relationship can be considered to impact the
    award of the Work.

    Vendor shall promptly disclose to FIRST ONSITE any actual or potential situation that may be reasonably
    interpreted as a real or perceived or potential real or perceived conflict of interest and shall comply with
    any Terms and Conditions subsequently prescribed by FIRST ONSITE resulting from the disclosure.

    Breach of these conflict of interest provisions may result in termination of the Purchase Order in addition
    to any other remedies that FIRST ONSITE has for such breach in contract, in law or in equity.

    6. Conformance: The provision of all Goods and the performance of all Services pursuant to a Purchase
    Order shall be free from defects, in accordance with the description which forms part of the Purchase
    Order, in conformance with any plans, specifications, standards, operating conditions and performance
    data referred to in the applicable Purchase Order, in conformance with all applicable laws, regulations,
    orders and permits, and in conformance with all applicable industry standards in the jurisdiction where
    same are delivered to, or performed for, FIRST ONSITE, and provided and performed in a timely, efficient
    and workmanlike manner.

    In the event the Goods or Services, or any portion thereof, do not, in FIRST ONSITE’s sole opinion, comply
    with any of the warranties set out in this Section 6, or if the Goods or Services, or any portion thereof, are
    in any way defective, FIRST ONSITE may, at Vendor’s sole risk and expense, elect to: i) reject or revoke
    Acceptance of the Goods or Services, or any portion thereof and receive a full refund for all the Goods or
    Services rejected or withhold payments for such Goods or Services if such payment has not been made; ii)
    require Vendor to repair or replace the Goods or Services; iii) recover the expense of such repair or
    replacement from Vendor.

    Without limiting the generality of the foregoing, where FIRST ONSITE has contracted Vendor for provision of
    construction related Services, and where Deficiencies noted by FIRST ONSITE have been communicated to
    Vendor in writing and where correction of Deficiencies have not been completed in a reasonably timely
    manner by Vendor, FIRST ONSITE may correct Deficiencies and obtain reimbursement from Vendor through
    reduction in amounts payable by FIRST ONSITE to Vendor or invoice Vendor for said Deficiencies. Vendor
    shall pay such invoices within 90 days of invoice date by FIRST ONSITE.

    7. Changes in Scope: Vendor shall not increase or decrease the scope of Work covered by a Purchase Order
    without written instruction from FIRST ONSITE. If the Purchase Order at any time during the progress of the
    Work requires any alteration or addition or omission, a new and separate Purchase Order will be issued or
    change to the original Purchase Order will be issued in writing.

    8. Price: Vendor warrants that prices shown in any Purchase Order shall be complete and no additional
    charges of any type shall be added without FIRST ONSITE’s express written consent.

    9. Invoicing: FIRST ONSITE requires the Vendor to submit all invoices for Services to the Central finance
    Department as detailed in the FIRST ONSITE Vendor Handbook, which can be found on FIRST ONSITE’s Website
    at: www.firstonsite.ca. It is the responsibility of the Vendor to receive a PO before starting Work. Any
    invoices submitted without a corresponding PO# will be rejected from the payment process and returned
    to Vendor.

    10. Payment and Taxes: FIRST ONSITE shall pay Vendor within ninety (90) days of receiving the Vendor’s
    correct, conforming and uncontested invoice, of which the value must exactly match the total value of the
    associated Purchase Order. Payment of Vendors invoices shall be made by electronic transfer of funds
    unless prior arrangements for payment by cheque have been made.

    Without limiting the generality of the foregoing, should a Deficiency in the Services of the Vendor prevent
    FIRST ONSITE from obtaining a Certificate of Satisfaction from the FIRST ONSITE customer and as a result delay
    invoicing by FIRST ONSITE, payment of Vendor may be delayed up to 90 days following correction of such
    Deficiency.

    Vendor shall be responsible for the remittance to the appropriate governmental authority of all taxes,
    levies, duties, assessments and deductions of every nature required by Applicable law in connection with
    the provision of the Services pursuant to any Purchase Order.

    11. Term: The term of any Purchase Order shall commence as of the effective date stated on the Order Page,
    or if no effective date is stated, then as of the order date of said Purchase Order and shall terminate when
    (a) all Goods covered by the Purchase Order have been delivered and accepted, or (b) all Services have
    been fully performed, unless earlier terminated.

    12. Termination: (a) FIRST ONSITE may at any time terminate a Purchase Order, in whole or in part, without
    cause, upon notice to Vendor. Upon any such termination Vendor shall, to the extent specified by
    FIRST ONSITE stop all Work related to said Purchase Order, and cause its Vendors and Subcontractors to stop
    Work. Charges for any such termination of said Purchase Order shall be limited to actual non-recoverable
    costs incurred by Vendor which Vendor can demonstrate were properly incurred prior to the date of
    termination. In no event shall such reimbursement include foreseeable loss of profits for undelivered
    Goods or unperformed Services.

    (b) FIRST ONSITE may immediately terminate this Purchase Order, in whole or in part upon notice to Vendor,
    if Vendor: i) fails to make delivery of or perform the Supply within the time specified as indicated in the
    Purchase Order; ii) fails to replace or correct defective Goods or Services in accordance with the
    provisions of said Purchase Order; iii) becomes insolvent, files or has filed against it a petition in
    bankruptcy, or makes an assignment for the benefit of creditors.

    (c) Any termination a Purchase Order by FIRST ONSITE shall not relieve Vendor from any liability hereunder.

    13. Insurance: Vendor shall fulfill the following insurance obligations:

    a) WCB/WSIB: Vendor must hold Workers Compensation insurance covering all employees engaged in
    the Subcontract Work in accordance with the statutory requirements of the province or territory
    having jurisdiction over such employees.

    Vendor must be in “good standing” with all provincial ministries and agencies with regard to health &
    safety, such as WSIB, Ministry of Labour, Ministry of Environment, WorkSafe, CSST, etc.

    A Clearance Certificate of “Letter of Good Standing” must be provided to FIRST ONSITE prior to
    commencing any Subcontract Work, and must be continuously updated per provincial regulations.

    b) CGL and Auto: Vendor must, at its own expense, carry and maintain during the performance of
    Services not less than (a) the minimum amount of insurance required to cover its indemnification
    obligations hereunder, and (b) the following minimum amounts of insurance: i) Workers’
    Compensation Insurance: Statutory; ii) Commercial General Liability Insurance (also sometimes
    referred to as Public Liability Insurance): $2,000,000; iii) Business Auto Liability Insurance:
    $1,000,000, unless the scope of Work includes the use of a vehicle. In such instance, the limit shall be
    $2,000,000.

    14. Health & Safety: Vendor shall develop, maintain and adhere to such safety precautions and programs as
    are required: a) to comply with the rules, acts, regulations and practices required by the applicable health
    and safety and environmental legislation in the jurisdiction of the Service Location(s); b) to comply with all
    safety precautions, policies and programs of the Customer and FIRST ONSITE, including those contained in
    the current version of FIRST ONSITE's Vendor Handbook and Health & Safety Guideline, which may be found
    on FIRST ONSITE's Website (https://firstonsite.ca/en/resource/subcontractor-information/), which Vendor acknowledges having read and familiarized itself with by way of executing an Agreement or accepting a Purchase Order; and c) to prevent injury to persons or damage to property on, about, or adjacent to the site of the Subcontract Work.

    In addition to the above requirements, Vendor shall develop, maintain and adhere to a project specific
    health and safety plan for the Subcontract Work, and shall make such plan available for review and
    Acceptance by the Customer and/or FIRST ONSITE.

    Vendor shall immediately report any serious incident/accident to FIRST ONSITE.

    Vendor shall ensure that all Vendor and Vendor Subcontractor personnel have received all necessary
    training in respect of the matters covered by above. Training or implementation of additional health and
    safety measures appropriate for the Subcontract Work may be specified by FIRST ONSITE from time to time.
    If requested, Vendor shall provide FIRST ONSITE with written documentation verifying completion of the
    above.

    Vendor will allow the Customer and FIRST ONSITE access to any site of the Subcontract Work in order to
    inspect/audit Vendor’s compliance with the requirements of this Section 14.

    The Vendor will immediately report to FIRST ONSITE any incident or near incident involving Vendor
    personnel, the public, or property, arising from Vendor’s performance of the Subcontract Work. Vendor
    shall provide a written initial report to FIRST ONSITE of its investigation of said incident within 24 hours of its
    occurrence. The report shall provide a schedule for completion of the investigation including preparation
    of a final written report. Vendor shall provide to FIRST ONSITE a final report showing the cause of the
    incident as well as any and all corrective action(s) taken in accordance with such schedule.

    If Vendor does not comply with its obligations under this Section 14 and creates, in the sole discretion of
    FIRST ONSITE, a circumstance requiring immediate action to ensure the health and safety of persons present
    at any site of the Subcontract Work, FIRST ONSITE may take or require Vendor to take such reasonable
    precautions, including stoppage of Subcontract Work, required to remedy such circumstance. The taking
    of such action or actions by FIRST ONSITE (or its failure to do so) shall not limit Vendor’s liability or its
    obligations under the Purchase Order or any applicable Agreement. Vendor shall reimburse FIRST ONSITE for
    all reasonable costs incurred by FIRST ONSITE in taking such precautions and any costs incurred by Vendor
    for such precautionary action and any subsequent remedial action shall be borne exclusively by Vendor.

    FIRST ONSITE reserves the right to require the Vendor to remove from any site of Subcontract Work any
    personnel, whether of Vendor or any Vendor Subcontractor, not properly observing or complying with this
    Section 14.

    Notwithstanding any other provision herein and notwithstanding any health and safety measures
    provided by FIRST ONSITE, Vendor shall be solely responsible for the health and safety of any and all Vendor
    personnel and Vendor Subcontractor personnel as well as any person brought to the site(s) of the
    Subcontract Work by the Vendor or Vendor Subcontractors for any purpose relating to the Subcontract
    Work. Vendor specifically acknowledges that any information regarding specific risks provided by
    FIRST ONSITE to Vendor, whether contained in the Purchase Order or otherwise, is not intended to be
    exhaustive and shall not diminish Vendor’s overarching obligations under this Section.
    If required by FIRST ONSITE, Vendor shall provide a dedicated and qualified health and safety professional to
    monitor performance of the Subcontract Work under the Purchase Order.
    Unless FIRST ONSITE otherwise directs, Vendor and all Vendor Subcontractors shall attend the following
    health and safety meetings: (a) pre-job orientation; (b) an orientation prior to entering any site of Work;
    (c) daily tailgate briefings; and (d) such other meetings required by FIRST ONSITE from time to time to review
    the status of the Work and Vendor’s compliance with the requirements of this Section 14.

    15. Labour Laws: Vendor shall comply with all applicable labour laws, and with all health conditions and
    requirements, from time to time applicable to the Work.

    16. Warranty and Deficiencies: All workmanship is to be fully guaranteed by the Vendor for two (2) years
    after acceptable completion of the Services in accordance with this Purchase Order. Roof warranties are
    to be for a minimum of five (5) years workmanship, and ten (10) years on materials. A copy of the roof
    warranty is to be submitted to FIRST ONSITE in the customer’s name, upon completion. All manufacturer’s
    warranties that come with equipment (i.e. – fixtures, tubs, etc.) supplied by Vendor, all product data and
    all user guides and manuals, are to be given to the FIRST ONSITE Construction Manager or Project Manager
    upon completion of the project, and prior to submission of the Vendor’s final invoice.

    If workmanship or materials Deficiencies are found, the Vendor will be advised immediately. Vendor is
    liable for the costs of repairs which must be completed within three (3) days of notification of the
    discovery of Deficiencies or as agreed upon by both Parties. If FIRST ONSITE is required to engage another
    Vendor, FIRST ONSITE will have the right to pursue Vendor for all costs plus any additional amounts incurred
    to remedy the Deficiency. In accordance with Section 6, FIRST ONSITE may receive a refund or withhold
    payment for any amount owing to the Vendor.

    17. Confidentiality: The Parties agree to protect and keep all data and information disclosed by each Party in
    relation to any Agreement or Purchase Order between the Parties confidential.

    The provisions of this Section 17 shall survive the termination of this Work Order.

    18. Indemnity: The Vendor shall be liable to and shall indemnify and save harmless the Indemnified Parties
    from all Claims arising from safety infractions, infringement or alleged infringement of patents, injuries to
    property, injuries to persons including death, Vendor’s negligence, breach of Subcontract Work, a Default
    Event, Claims by employees or agents of the Vendor, construction liens against the Job in respect of the
    Subcontract Work, interference with or delays, any event caused or contributed to by the Vendor for
    which FIRST ONSITE is required to indemnify their Customer under the Job, or any other acts or omissions of
    the Vendor or any of its directors, officers, agents, employees, servants, material Vendors, Vendor
    Subcontractors or assignees with respect to the Subcontract Work. Without abrogating or waiving

    FIRST ONSITE’s other rights, in the event Vendor fails to promptly honour the Terms of this provision upon
    demand by FIRST ONSITE, FIRST ONSITE may set-off against any monies otherwise due to Vendor by
    FIRST ONSITE. Without limiting any other provision herein, FIRST ONSITE may set-off against any monies
    otherwise due to Vendor to the extent of any amounts charged to FIRST ONSITE by their Customer arising
    from the performance of Vendor’s Work.

    19. Assignment: The Vendor shall not assign a Purchase Order or Vendor Agreement without the prior
    written consent of FIRST ONSITE and any assignment made without such consent shall be of no effect.

    20. Criminal Background Checks: Vendor may be required to provide documentation evidencing that all
    Vendor employees whom Vendor intends to work on certain FIRST ONSITE jobs, have a completed criminal
    background check, which results must be acceptable by FIRST ONSITE. Vendor is responsible for the third party
    fee to complete the background checks.

    21. Force Majeure: Notwithstanding anything to the contrary outlined in a Purchase Order or Vendor
    Agreement, neither Party shall be liable for delay or non-performance caused by any of the following
    circumstances when beyond its control: acts of God, explosions, riots, extreme natural disasters, wars,
    sabotage or terrorism (“Force Majeure”). Should an event of Force Majeure make it impossible for a Party
    to perform its obligations hereunder, the affected Party shall try to reduce or mitigate the adverse impact
    of the event. The affected Party shall notify the other Party that it considers an event of Force Majeure has
    occurred. If the adverse impact cannot be eliminated completely, such non-performance shall be excused
    for the duration of the event of Force Majeure. If, however, the event of Force Majeure lasts more than
    fifteen (15) days from the original notification, any applicable Purchase Order may be terminated in whole
    or in part by the non-affected Party.

    22. Applicable Law: These Terms and Conditions set forth shall be governed by and construed in accordance
    with the laws of the province of Ontario and the federal laws of Canada applicable therein. FIRST ONSITE
    and Vendor attorn to the exclusive jurisdiction of the Courts of the Province of Ontario.

    23. Notices: Any notice, invoice, approval, consent or communication for a Purchase Order shall be in writing,
    and delivered in person or by mail, courier, facsimile or electronic mail to the addresses set forth on the
    Order Page.