TEAM Group Supplier Terms And Conditions

For General Procurement, Services, Materials And Subcontracted Work

Effective Date: May 2026 

Version: 1

These Supplier Terms And Conditions apply to all purchase orders, work orders, service orders, general procurement orders, material orders, subcontracted work, skilled trade work, field services, facility services, and related supplier engagements issued by or on behalf of TEAM Group of Companies Inc., its affiliates, divisions, subsidiaries, or related operating entities, unless otherwise agreed in a written agreement signed by an authorized representative of TEAM Group.

For purposes of these Terms And Conditions, “TEAM Group” means TEAM Group of Companies Inc. and its applicable affiliates, divisions, subsidiaries, successors, assigns, officers, directors, employees, agents, clients, and authorized representatives. “Supplier” means any supplier, vendor, subcontractor, consultant, service provider, contractor, material provider, skilled trade provider, or other party providing goods, materials, labour, services, equipment, or work to TEAM Group.

2. Contract Documents And Flow-Down Obligations

The Supplier shall perform all work, services, supply, delivery, and related obligations in strict accordance with the applicable order, scope of work, specifications, drawings, schedules, site requirements, client requirements, safety requirements, and any applicable prime contract or project documents communicated to the Supplier.

Where TEAM Group is performing work for an owner, client, general contractor, construction manager, manufacturer, facility operator, or other upstream party, the Supplier assumes toward TEAM Group all applicable obligations that TEAM Group assumes toward such upstream party, to the extent those obligations relate to the Supplier’s work, services, materials, equipment, or performance.

TEAM Group may provide access to applicable project requirements upon written request, subject to confidentiality, client restrictions, commercial sensitivity, and the removal of pricing or other non-applicable information.

3. Scope Of Work, Changes And Modification Of Services

The Supplier shall provide all labour, supervision, materials, equipment, tools, transportation, permits, documentation, certifications, and services necessary to complete the work or supply in accordance with the applicable order and project requirements.

TEAM Group may, at any time, direct changes to the work, including additions, reductions, deletions, substitutions, schedule changes, sequencing changes, acceleration, suspension, demobilization, remobilization, or other modifications. No change shall increase the price, extend the schedule, or alter the Supplier’s obligations unless approved in writing by an authorized representative of TEAM Group.

The Supplier shall not perform additional work, changed work, or out-of-scope services without written authorization from TEAM Group. If the Supplier proceeds without such written authorization, TEAM Group shall have no obligation to pay for the additional or changed work.

TEAM Group may reduce, cancel, defer, suspend, or reassign any portion of the work where required by client direction, operational need, safety concern, quality issue, schedule change, business requirement, project cancellation, or Supplier default.

4. Standard Of Performance

The Supplier shall perform all work and supply all goods, materials, equipment, and services in a safe, professional, diligent, timely, and workmanlike manner using properly trained, qualified, competent, and supervised personnel.

Time is of the essence. The Supplier shall comply with all schedules, milestones, delivery dates, site access requirements, shutdown windows, production requirements, mobilization requirements, and other timing obligations communicated by TEAM Group.

The Supplier shall coordinate its work with TEAM Group, other contractors, the client, facility personnel, and all other parties as required to avoid disruption, delay, safety risk, quality issue, production impact, or interference with facility operations.

5. Laws, Permits, Licenses And Certifications

The Supplier shall comply with all applicable federal, provincial, state, municipal, local, industry, site-specific, client-specific, safety, environmental, labour, employment, human rights, privacy, immigration, tax, transportation, hazardous materials, building code, trade, and licensing requirements.

The Supplier shall obtain and maintain, at its own expense, all required permits, licenses, trade certifications, professional designations, authorizations, approvals, registrations, clearances, inspections, training records, and qualifications required to perform its work or provide its goods and services.

Upon request, the Supplier shall provide TEAM Group with evidence of licenses, certifications, permits, registrations, training, worker qualification, insurance, workers’ compensation status, tax compliance, safety compliance, and other documentation reasonably required by TEAM Group, its client, or applicable law.

6. Health, Safety, Site Access And Worker Conduct

The Supplier is fully responsible for the health and safety of its employees, workers, agents, subcontractors, lower-tier subcontractors, visitors, and all persons affected by its work, services, materials, equipment, or activities.

The Supplier shall comply with all applicable occupational health and safety laws, regulations, site rules, client rules, TEAM Group safety requirements, safe work procedures, pre-task planning requirements, hazard assessments, job safety analyses, lockout/tagout requirements, confined space requirements, working at heights requirements, PPE requirements, hot work requirements, machine guarding requirements, traffic management requirements, housekeeping requirements, incident reporting requirements, and emergency procedures.

Where required by TEAM Group, the client, the project site, applicable law, or the nature of the work, the Supplier shall ensure its personnel complete all required onboarding, orientation, safety training, competency verification, drug and alcohol testing, background checks, criminal conviction checks, right-to-work verification, security clearances, medical clearance, or other site-access requirements before entering the site or performing work.

All testing, checks, screenings, and access requirements shall be conducted only where lawful and in accordance with applicable human rights, privacy, employment, labour, and occupational health and safety requirements.

TEAM Group reserves the right to deny or revoke site access for any Supplier personnel who fail to meet safety, conduct, qualification, security, site, client, or legal requirements.

7. Hazardous Materials, WHMIS/Hazard Communication And Environmental Compliance

The Supplier shall comply with all applicable hazardous materials, WHMIS, Hazard Communication, environmental, waste, spill prevention, spill response, transportation of dangerous goods, chemical handling, storage, labelling, SDS/MSDS, emissions, discharge, disposal, recycling, and reporting requirements.

The Supplier shall provide all required safety data sheets, hazard communication documentation, environmental documentation, waste manifests, transportation documents, permits, and disposal records related to any hazardous or regulated materials supplied, transported, handled, generated, removed, stored, used, or disposed of in connection with the work.

The Supplier shall immediately notify TEAM Group of any spill, release, environmental incident, unsafe condition, regulatory notice, contamination concern, or other environmental or safety issue related to its work, materials, personnel, equipment, subcontractors, or services.

The Supplier shall be responsible for all costs, liabilities, fines, penalties, remediation, clean-up, disposal, reporting, testing, legal fees, consultant fees, and damages arising from environmental contamination, hazardous materials, spills, releases, or regulatory non-compliance caused by or connected to the Supplier, its personnel, subcontractors, materials, equipment, or services.

8. Insurance Requirements

Before commencing work or supplying goods or services, the Supplier shall obtain and maintain insurance coverage acceptable to TEAM Group, issued by insurers licensed in the jurisdiction where the work is performed and reasonably satisfactory to TEAM Group.

Unless higher limits are required by the applicable order, client, project, site, law, or written instruction, the Supplier shall maintain, at minimum:

1. Workers’ Compensation / WSIB / Equivalent Coverage
   Coverage required by applicable law, including proof of good standing where applicable.
2. Commercial General Liability Insurance
   Minimum limits of not less than $2,000,000 per occurrence and $2,000,000 aggregate, including coverage for bodily injury, property damage, contractual liability, products and completed operations, independent contractors, premises operations, personal injury, and broad form property damage.
3. Automobile Liability Insurance
   Minimum limits of not less than $2,000,000 per accident for owned, leased, hired, and non-owned vehicles used in connection with the work.
4. Professional Liability / Errors And Omissions Insurance
   Where the Supplier provides design, engineering, consulting, technical advice, inspection, testing, commissioning, automation, controls, environmental consulting, project management, or other professional services, the Supplier shall maintain professional liability insurance with limits acceptable to TEAM Group.
5. Contractor’s Pollution Liability / Environmental Impairment Liability Insurance
   Where the Supplier performs environmental work, waste handling, chemical handling, spill response, tank cleaning, remediation, vacuum services, industrial cleaning, hazardous materials work, transportation of regulated materials, or any work involving potential environmental exposure, the Supplier shall maintain pollution/environmental liability insurance with limits acceptable to TEAM Group.
6. Additional Coverage
   TEAM Group may require additional insurance, including umbrella/excess liability, cyber liability, crime/fidelity, builder’s risk, equipment insurance, aircraft/drone coverage, marine coverage, cargo coverage, or other coverage depending on the nature of the work.

All required policies shall be primary and non-contributory to any insurance maintained by TEAM Group or its client. TEAM Group, the applicable client, owner, and any other required parties shall be named as additional insureds where applicable.

The Supplier shall provide certificates of insurance and additional insured endorsements before commencing work and upon request. The Supplier shall provide prompt written notice to TEAM Group of any cancellation, non-renewal, material change, reduction, or impairment of required insurance coverage.

9. Indemnification

To the fullest extent permitted by law, the Supplier shall defend, indemnify, and hold harmless TEAM Group, its clients, owners, affiliates, officers, directors, employees, agents, successors, assigns, and other required indemnitees from and against all claims, demands, liens, losses, damages, liabilities, fines, penalties, causes of action, lawsuits, judgments, costs, expenses, legal fees, consultant fees, remediation costs, clean-up costs, and settlement amounts arising out of or connected with:

1. the Supplier’s work, goods, materials, services, equipment, personnel, subcontractors, or operations;
2. bodily injury, illness, disease, death, or property damage;
3. environmental contamination, spills, releases, or hazardous materials;
4. breach of these Terms And Conditions or any applicable order;
5. failure to comply with law, permits, licenses, safety rules, environmental obligations, or site requirements;
6. defective work, defective materials, delay, non-performance, or warranty issues;
7. liens, claims for payment, or claims by lower-tier subcontractors or suppliers; 
8. infringement of intellectual property rights; or
9. the acts, errors, omissions, negligence, wilful misconduct, or default of the Supplier or its personnel, subcontractors, agents, or lower-tier parties.

The Supplier’s indemnification obligations shall not apply to the extent caused by TEAM Group’s sole negligence, where such limitation is required by law. These indemnification obligations shall survive completion, payment, termination, cancellation, or expiry of the applicable order.

10. Payment, Invoicing, Holdback And Set-Off

The Supplier shall invoice TEAM Group in the manner, timing, format, and level of detail required by TEAM Group. Unless otherwise agreed, invoices must include the applicable purchase order number, work order number, project number, supporting documentation, statutory declarations, lien waivers, timesheets, delivery tickets, receipts, safety documentation, closeout documentation, and any other information reasonably required by TEAM Group.

TEAM Group’s obligation to pay the Supplier is subject to the Supplier’s proper performance, TEAM Group’s approval of the invoice, receipt of required documentation, compliance with applicable law, and, where applicable, TEAM Group’s receipt of payment from the owner, client, or upstream party for the Supplier’s work.

Where construction lien, prompt payment, holdback, or similar legislation applies, TEAM Group may retain all statutory or contractual holdbacks permitted or required by law. Holdbacks may include basic holdback, finishing holdback, notice holdback, deficiency holdback, closeout holdback, warranty holdback, or other amounts permitted by applicable law or contract.

TEAM Group may set off, deduct, backcharge, or withhold amounts for defective work, delay, non-performance, failure to provide documentation, safety violations, clean-up costs, rework, supplementation, liens, claims, damages, insurance deficiencies, taxes, penalties, or other amounts chargeable to the Supplier.

Payment by TEAM Group shall not constitute acceptance of the Supplier’s work, waiver of deficiencies, waiver of claims, approval of non-conforming work, or release of the Supplier from any obligation.

11. Quality, Workmanship, Deficiencies And Warranty

The Supplier warrants that all work, goods, materials, equipment, and services shall be new unless otherwise approved, free from defects, fit for intended use, performed in accordance with applicable specifications, drawings, industry standards, manufacturer requirements, legal requirements, site requirements, and client requirements, and completed in a professional and workmanlike manner.

The Supplier shall promptly correct, replace, repair, re-perform, or reimburse TEAM Group for any defective, deficient, incomplete, non-conforming, delayed, damaged, unsafe, or improperly performed work, goods, materials, equipment, or services.

If the Supplier fails to correct deficiencies promptly, TEAM Group may correct the deficiencies itself or through others and charge all related costs, overhead, mark-up, expenses, legal fees, consultant fees, delay costs, and damages to the Supplier.

All warranties shall survive inspection, acceptance, payment, completion, termination, and use of the work or materials.

12. Clean-Up, Protection Of Work And Property Damage

The Supplier shall keep the work area clean, safe, organized, and free from debris, waste, tools, materials, hazards, and obstructions resulting from its work.

The Supplier shall protect its work, materials, equipment, TEAM Group property, client property, existing facilities, utilities, structures, finishes, machinery, vehicles, production areas, and the work of others from damage.

The Supplier shall be responsible for all damage, clean-up, repair, replacement, disposal, restoration, delay, interruption, or related costs arising from its work, personnel, equipment, materials, or failure to protect the work or site.

13. Subcontracting And Assignment

The Supplier shall not assign, transfer, delegate, or subcontract any portion of its rights, obligations, work, services, or payment entitlement without TEAM Group’s prior written consent.

If TEAM Group permits subcontracting, the Supplier remains fully responsible for the acts, omissions, safety, compliance, payment, quality, performance, and conduct of all subcontractors, suppliers, lower-tier parties, agents, and personnel.

The Supplier shall ensure that all approved subcontractors and lower-tier suppliers are bound by written obligations no less stringent than these Terms And Conditions.

14. Confidentiality, Data, Intellectual Property And Publicity

The Supplier shall keep confidential all TEAM Group, client, project, site, operational, commercial, technical, pricing, safety, security, facility, production, personal, and proprietary information received or accessed in connection with the work.

The Supplier shall not disclose, copy, use, publish, photograph, film, post, share, advertise, reference, or publicize TEAM Group’s name, logo, client name, project name, facility location, worksite, employees, equipment, processes, or work without TEAM Group’s prior written consent.

All documents, drawings, data, reports, photographs, deliverables, designs, recommendations, inspections, records, software, templates, and work product created for TEAM Group shall be owned by TEAM Group unless otherwise agreed in writing.

15. Force Majeure

Neither party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, extreme weather, fire, flood, war, terrorism, civil unrest, labour disruptions not involving the affected party’s workforce, government orders, declared emergencies, epidemics, pandemics, utility failures, or other events that could not reasonably have been avoided or mitigated.

The affected party must promptly notify the other party, use all reasonable efforts to mitigate the impact, resume performance as soon as possible, and provide reasonable supporting documentation.

Force majeure shall not excuse payment obligations for work properly performed, failure to maintain insurance, failure to comply with safety or environmental obligations, labour shortages that could reasonably have been avoided, financial inability to perform, or delays caused by the Supplier’s subcontractors or supply chain unless the underlying cause independently qualifies as force majeure.

TEAM Group may suspend, reduce, modify, or terminate affected work if a force majeure event materially impacts schedule, safety, client requirements, facility operations, or project viability.

16. Default, Suspension, Supplementation And Termination 

The Supplier shall be in default if it fails to comply with these Terms And Conditions, fails to meet schedule or quality requirements, fails to supply sufficient skilled labour or proper materials, fails to maintain insurance, fails to pay subcontractors or suppliers, becomes insolvent, files for bankruptcy protection, fails to correct deficiencies, violates safety requirements, causes delay, performs defective work, fails to provide documentation, or otherwise fails to perform its obligations.

Upon default, TEAM Group may, without prejudice to any other rights or remedies:

1. require corrective action;
2. withhold payment;
3. issue backcharges or set-offs;
4. supplement the Supplier’s labour, supervision, equipment, materials, or services;
5. reduce, delete, or reassign work; 
6. suspend the Supplier’s work or site access;
7. take possession of materials, tools, equipment, or work in progress;
8. terminate all or part of the order;
9. complete the work itself or through others; and
10. recover all related costs, damages, overhead, mark-up, legal fees, consultant fees, delay costs, and other losses from the Supplier.

TEAM Group may terminate all or part of any order for convenience upon written notice. In such event, the Supplier shall be paid for properly performed and accepted work completed before termination, less any holdback, set-off, backcharge, deficiency, or other amounts permitted by these Terms And Conditions or applicable law. The Supplier shall not be entitled to anticipated profit, lost opportunity, consequential damages, or overhead on unperformed work.

17. Claims, Notice And Dispute Resolution 

The Supplier shall provide written notice of any claim for additional compensation, additional time, delay, interference, changed conditions, extra work, or other relief within seven calendar days of the event giving rise to the claim, or sooner if required to allow TEAM Group to comply with upstream notice requirements.

Failure to provide timely and proper written notice shall constitute a waiver of the claim to the fullest extent permitted by law.

The Supplier shall continue performance during any dispute unless directed otherwise by TEAM Group.

Any dispute shall be governed by the applicable contract documents and applicable law. Where construction adjudication, prompt payment, lien, arbitration, court, or other statutory dispute processes apply, the parties shall comply with those processes.

18. Records, Audit And Compliance 

The Supplier shall maintain complete and accurate records relating to its work, services, materials, labour, equipment, safety compliance, environmental compliance, payroll, taxes, insurance, certifications, permits, subcontractors, invoices, change requests, claims, and payments.

Upon request, the Supplier shall provide TEAM Group with access to records reasonably required to verify compliance, support invoicing, respond to client requests, defend claims, satisfy audit requirements, or comply with legal or regulatory obligations.

The Supplier shall comply with TEAM Group’s applicable supplier, safety, ethics, anti-corruption, human rights, sustainability, anti-slavery, privacy, cybersecurity, and site conduct requirements communicated to the Supplier.

19. Governing Law 

These Terms And Conditions and any applicable order shall be governed by the laws of the province, state, or jurisdiction where the work is performed, unless otherwise stated in the applicable order or required by law.

Where the work is performed in Ontario, these Terms And Conditions shall be governed by the laws of Ontario and the federal laws of Canada applicable therein.

20. Entire Agreement, Severability And Survival 

These Terms And Conditions, together with the applicable order and any documents incorporated by reference, constitute the entire agreement between TEAM Group and the Supplier regarding the applicable work, goods, materials, or services and supersede all prior proposals, negotiations, communications, or understandings.

No amendment, waiver, or modification shall be valid unless in writing and signed by an authorized representative of TEAM Group.

If any provision is held invalid or unenforceable, the remaining provisions shall remain valid and enforceable to the fullest extent permitted by law.

All provisions that by their nature should survive completion, payment, termination, cancellation, or expiry shall survive, including indemnification, insurance, confidentiality, warranties, payment obligations, audit rights, dispute resolution, governing law, and compliance obligations.

21. Acceptance

The Supplier’s written acceptance, commencement of work, delivery of materials, supply of services, submission of invoices, or continued performance shall constitute acceptance of these Terms And Conditions.