Purchase Order — Quebec (Bon de commande)

A Purchase Order — Quebec (Bon de commande) in Quebec a Quebec Purchase Order (Bon de commande) is a commercial instrument governed by the Civil Code of Quebec (CCQ), Book Five: Obligations, specifically arts. 1385–1414 on contract formation and arts. 1708–1733 on the contract of sale (contrat de vente). Quebec's civil law framework treats the purchase order as an offer to purchase — once the vendor accepts it, a binding contrat de vente is formed with all the statutory rights and obligations that the CCQ attaches to that nominate contract by operation of law, regardless of what the parties have written.

Contract formation under CCQ arts. 1385–1414 requires consent, capacity, an object, and a cause. For a Quebec purchase order, consent (consentement) is the meeting of wills between the buyer issuing the order and the vendor accepting it — acceptance may be express (signature, written acknowledgment) or tacit (commencement of performance). Under CCQ art. 1393, acceptance of an offer takes effect when the offeror receives it, creating the obligation of delivery for the vendor and the obligation of payment for the buyer simultaneously. The purchase order sets the price (CCQ art. 1708 requires price as an essential element of a sale), the object of sale (described goods), and the delivery terms, all of which the courts examine when resolving disputes in the Superior Court of Quebec or the Court of Quebec depending on the quantum in issue.

Warranties under the CCQ apply automatically to every Quebec contract of sale. The warranty of ownership (garantie du droit de propriété) under CCQ art. 1723 protects the buyer against latent title defects. The warranty of quality (garantie de qualité) under CCQ arts. 1726–1731 covers latent defects (vices cachés) that render the goods unfit for their intended use — a right that cannot be waived in sales to consumers under the Consumer Protection Act (Loi sur la protection du consommateur, CQLR c P-40.1). Remedies for breach of the quality warranty include reduction of the purchase price (diminution du prix), resiliation of the sale, damages, and reimbursement of repair costs.

Tax obligations are a mandatory element of every Quebec purchase order. Federal Goods and Services Tax (GST) at 5% under the Excise Tax Act (Canada) and provincial Quebec Sales Tax (QST, Taxe de vente du Québec) at 9.975% under the Act respecting the Quebec sales tax (CQLR c T-0.1) apply to most commercial sales, for a combined rate of 14.975%. Vendors registered with Revenu Québec must issue tax invoices showing their QST registration number, and buyers registered for QST can claim input tax refunds (remboursements de la taxe sur les intrants) to recover QST paid on commercial inputs. The purchase order must specify whether prices are stated exclusive or inclusive of taxes to avoid disputes at payment.

The Registraire des entreprises du Québec (REQ) assigns every Quebec business a Numéro d'entreprise du Québec (NEQ), which should appear on purchase orders to identify the corporate buyer or vendor and to verify that the counterparty is a lawfully registered entity operating in the province. The Quebec Purchase Order under the CCQ differs from an Ontario Purchase Order governed by the Sale of Goods Act (RSO 1990 c S.1) in that Quebec civil law warranties arise automatically without requiring statutory implied terms, the remedial framework is grounded in CCQ arts. 1590–1625 rather than common law damages, and standard-form contracts are subject to the contrat d'adhésion rules under CCQ art. 1379 requiring that abusive clauses be severed by the courts.

A Quebec Purchase Order (Bon de commande) under CCQ arts. 1385–1414 and 1708–1733 is needed whenever a Quebec business wishes to formalize a commercial acquisition of goods or services in a written instrument that creates binding obligations on the vendor and establishes the evidentiary record required for tax, accounting, and dispute resolution purposes.

When a manufacturing or distribution company registered with the Registraire des entreprises du Québec (REQ) places a recurring order with a supplier, a standardized purchase order confirms that each transaction specifies the goods, quantity, unit price in Canadian dollars (CAD), delivery location in Quebec, and payment terms — eliminating the ambiguity that arises when transactions are conducted by email or telephone without written confirmation. Under CCQ art. 2860, a juridical act involving more than $1,500 generally requires a writing as proof between the parties.

When a buyer purchases goods from a non-Quebec vendor — for example, an Ontario supplier governed by the Sale of Goods Act (RSO 1990 c S.1) or a US vendor governed by the Uniform Commercial Code — a Quebec purchase order with an express governing law clause specifying Quebec law and the jurisdiction of Quebec courts resolves the private international law conflict under CCQ art. 3114 (sale of movable property) and confirms that the Quebec warranty of quality regime applies rather than foreign implied warranty rules.

When a Quebec business receives goods that do not conform to purchase order specifications, the written order document establishes the baseline for a latent defect (vice caché) claim under CCQ arts. 1726–1731. Without a written specification, the buyer may struggle to prove what was actually ordered, limiting their remedy under CCQ arts. 1726 and 1728 to rescission or price reduction only if conformity can be established by other evidence.

When government procurement applies — for example, a Quebec municipality or university subject to the Act respecting contracting by public bodies (CQLR c C-65.1) and its regulations under the Autorité des marchés publics (AMP) — purchase orders must comply with mandatory tendering thresholds and transparency requirements enforced by the AMP. Sole-source procurement above the thresholds requires documented justification referencing the AMP regulations.

When a buyer claims input tax refunds (remboursements de la taxe sur les intrants, RTI) from Revenu Québec for QST paid on purchases, the purchase order and corresponding vendor invoice bearing the vendor's QST registration number and the amount of QST charged are mandatory supporting documents required by the Act respecting the Quebec sales tax (CQLR c T-0.1) s.201.

A Quebec Purchase Order (Bon de commande) compliant with CCQ arts. 1385–1414 and 1708–1733 must include the following components to be legally effective under Quebec civil law, admissible as documentary evidence, and properly structured for GST/QST input tax recovery.

Party identification must state the full legal name, Numéro d'entreprise du Québec (NEQ) assigned by the Registraire des entreprises du Québec, GST registration number (Agence du revenu du Canada), QST registration number (Revenu Québec), and registered business address of both buyer and vendor. For vendors operating under a trade name (nom commercial) different from their legal entity name, both names should appear to avoid invoice-matching issues in the buyer's accounts payable system.

Purchase order number and date must be assigned sequentially for accounting audit trail purposes. The Agence du revenu du Québec (ARQ) and Revenu Québec audit procedures require invoices to match purchase orders by number and date — discrepancies are a common trigger for QST audit adjustments.

Goods or services description must identify the items with sufficient specificity to enable the warranty of quality claim under CCQ arts. 1726–1731 — including product code, part number, specifications, applicable standards, or technical drawings incorporated by reference. Vague descriptions such as "office supplies" are inadequate for a vice caché claim if the goods delivered do not perform as expected.

Quantity and unit pricing in Canadian dollars (CAD) must be stated explicitly, together with the extended price per line item, subtotal before taxes, GST amount at 5% (with the vendor's GST registration number), QST amount at 9.975% (with the vendor's QST registration number), and total purchase price inclusive of both taxes at the combined rate of 14.975%.

Delivery terms must specify the delivery address (province and postal code for QST place of supply rules under the Act respecting the Quebec sales tax), the requested delivery date, and the risk of loss allocation — under CCQ art. 1456, risk passes to the buyer upon delivery unless otherwise stipulated.

Payment terms must state the number of days for payment (net 30 being standard in Quebec commercial practice), any early payment discount (escompte de caisse), and the late payment interest rate. Under CCQ art. 1617, contractual interest on unpaid invoices accrues at the agreed rate; in the absence of an agreed rate, the legal rate of interest applies.

Dispute resolution must reference the applicable court: the Superior Court of Quebec (Cour supérieure du Québec) for claims over $85,000; the Court of Quebec (Cour du Québec) for claims between $15,000 and $85,000; and the Small Claims Division (Division des petites créances) for claims up to $15,000. Alternative dispute resolution by mediation under the Code of Civil Procedure (CQLR c C-25.01) arts. 1–7 is increasingly used for commercial disputes in Quebec.

The forms-legal.com Quebec Purchase Order template includes CCQ arts. 1723 and 1726–1731 warranty preservation clauses, QST-compliant tax disclosure fields with both GST and QST registration number fields, NEQ identification for buyer and vendor, and a governing law clause designating Quebec civil law and the courts of the district of Montreal or Quebec City.