Invoicing Guidelines

When billing to Canadian National Railway Company and its wholly-owned subsidiaries (collectively, “CN”), please ensure that the invoices contain all the information as mentioned in our Supplier Invoicing Requirements.(PDF).

The following applies to billing Canadian National Railway Company and its wholly-owned subsidiaries (collectively, “CN”). For a complete list of legal entities, download complete list of legal entities. (PDF)

• Electronic Invoicing - Preferred

  For reduced handling time, easier tracking and faster processing, CN strongly encourages suppliers to select one of the following paperless Purchase Order invoicing options:

  • Supplier Portal: CN’s on-line portal (for all invoice types)
    For information please email the Supplier Portal Questions.
  • EDI 810: Traditional EDI Invoicing (for Purchase Order invoices)
    For information please email Apedi the team.

• Paper invoices
  • For Non-PO related invoices, you must send invoices directly to the CN user responsible for the purchase.
  • For PO (Purchase Order) related invoices, you must send invoices directly to:
    Accounts Payable
    P.O. Box 8103
    Montreal QC H3C 3N3.

• Fieldglass Invoicing – Select Suppliers Only

  Service providers who have been selected and invited to use Fieldglass will have to submit their invoice details and follow the payment process electronically online using the Fieldglass system.

Standard Payment Terms

CN’s standard payment terms are sixty (60) days from the date on the invoice, unless discounted terms have been negotiated.

Payment Method

CN requires all suppliers to register for electronic payment, via EFT (Electronic Fund Transfer) or ACH (Automated Clearing House). At no cost to you, both payment methods are efficient, secure and faster than postal service. Payment details are automatically provided by email or fax. CN issues EFT and ACH payments daily.

You can add or update your banking information on our supplier portal.

Should you have any questions or require additional information, please do not hesitate to contact our API Support Team.

These outline how goods and services are delivered and tracked through valid purchase orders.

1. Supplier’s Obligations

Supplier shall supply the equipment, material, goods or services (“Goods and Services”) identified in the Purchase Order (“PO”) pursuant to the terms and conditions contained herein and in the PO (the “Agreement”). Goods and Services are to be supplied at the locations and by the delivery dates set forth in the PO. Supplier shall use qualified personnel and equipment and facilities that meet industry standards. Supplier shall respect all relevant legislation, regulations, labour laws, immigration laws, import-export regulations and environmental and industry standards in all jurisdictions where Supplier operates and the Goods and Services are delivered. Supplier shall maintain records and provide regular reports pursuant to CN’s instructions on the delivery of the Goods and Services, their conformity with the service levels and specifications identified to Supplier, and the application of any service level payments identified in the PO in the event of non-conformity. Supplier shall respect CN’s Code of Business Conduct and, where applicable, its corporate policies regarding workplace conduct, site access, safety, contractor orientation, computer systems security, privacy and its Environmental Policy, as updated from time to time, which policies are located at www.cn.ca/supplier-portal. Supplier means Supplier, its personnel, affiliates and subcontractors involved in the supply of Goods and Services.

2. CN’s Obligations

CN shall pay Supplier for the Goods and Services at the agreed Price set forth in the PO pursuant to the submission of a valid, detailed invoice presented in the currency set forth in the PO, subject to the terms and conditions of this Agreement. CN reserves the right to inspect the Goods and Services and reject them in part or completely if they do not meet the service levels and the specifications, and request a replacement, refund or credit at Supplier’s cost including transport, and to dispute or reject any associated invoice in part or completely. In no event will acceptance of the Goods and Services by CN be presumed or deemed, including without limitation due to any act of CN such as the payment of the invoice. Inspection and acceptance by CN does not relieve Supplier of its warranty obligations.

3. Financial Matters

Supplier shall submit electronic invoices upon delivery of the Goods and Services. CN shall pay invoices sixty (60) days from the date on the invoice, subject to acceptance. Supplier is required to accept payment electronically. If applicable, any discounts or rebates set out in the PO or for early payment shall be identified on the invoice, as well as any applicable Service Level Payments. CN reserves the right to audit such invoices against Supplier’s reports and to perform independent verification. All Prices shall be exclusive of all provincial, state or federal taxes. CN self-assesses taxes in most jurisdictions as it has exemption numbers for most Provinces. Where such exemptions apply, Supplier need not identify or charge CN taxes on the invoice, rather Supplier should list the exemption number. CN’s exemption numbers are posted at www.cn.ca/supplier-portal. All other applicable taxes are to be set out separately on the invoice. CN may offset any amounts owed to Supplier against amounts owed by Supplier. Goods and Services shall be made available to CN FOB Plant unless otherwise specified in the PO or delivered in accordance with CN’s routing and shipping guide set out at www.cn.ca/supplier-portal.

4. Effective Date, Term and Termination

Supplier’s delivery of Goods and Services under the PO shall constitute acceptance of these Terms and Conditions, which are incorporated by reference in the PO. The Agreement shall be formed in Montreal as of the date set forth on the PO (“Effective Date”) and shall remain in full force and effect for the period set out in the PO (“Term”) unless terminated earlier as per the below. Either Party shall have the right to terminate this PO for default in the event that a Party does not perform a material obligation including without limitation meeting any service levels or specifications, and fails to correct such non-performance within fifteen (15) days from the date on the Notice of default. Supplier will return all physical or intellectual property and Confidential Information to CN and shall reasonably cooperate with CN in the termination and transition of Goods and Services including the transfer of all data regarding the supply of Goods and Services over the Term. The bankruptcy or insolvency of either Party shall entitle the other to terminate this Agreement, to the extent permitted by law.

5. Representations and Warranties

Supplier represents and warrants that: (i) it is duly organized or incorporated in the relevant jurisdictions and has full capacity to enter into this Agreement and perform its obligations hereunder; (ii) no hardware or software or other material used in the supply of the Goods and Services infringes any intellectual property rights or liens of any third party; (iii) Supplier holds all right, title and interest in the Goods and Services; and (iv) that it operates in compliance with all laws and regulations; and (v) this Agreement does not violate any other agreement binding on Supplier.

Supplier represents and warrants that the Goods and Services (i) will perform in accordance with the service levels and/or specifications; (ii) are free from latent or manifest defects in materials, workmanship and design; and (iii) will be performed by well-qualified personnel in accordance with best established industry standards. These warranties are continuous and extend to new or additional Goods and Services that may be supplied.

6. Liability and Indemnification

Supplier shall indemnify and hold harmless CN from any losses, liens, damages, liability, and expenses (“Damages”) incurred by CN arising from Supplier’s breach of its obligations or warranties under this Agreement; any third party claims; or Supplier’s access to CN’s or CN’s affiliates’ premises. In the event that CN has incurred Damages, CN shall notify Supplier and Supplier shall indemnify CN for the Damages and hold harmless CN against any third party legal claims associated with the Damages. No third party claim may be settled without the consent of CN, which consent shall not be unreasonably withheld.

7. Insurance

In the event that Supplier is supplying Goods or Services or accessing CN sites or CN`s affiliates sites, it shall maintain Comprehensive General Liability with an insurer acceptable to CN, in an amount (in the currency set forth in the PO) of no less than ten million dollars ($10,000,000) per occurrence, for damage to or destruction of property (including loss of use), including products and completed operations coverage and contractual liability, or a combined single limit of ten million dollars ($10,000,000) for bodily injury including death. If the supply of Goods and Services includes the provision, lease or hire of licensed vehicles on behalf of Supplier, or accessing CN sites by vehicle, Supplier shall have Automobile Liability insurance in an amount of no less than five million dollars ($5,000,000) per occurrence. Supplier shall provide Workers Compensation coverage (or its equivalent) for its personnel and subcontractors in accordance with the statutory limits in the relevant jurisdiction and reimburse CN for any claims that CN must pay for which Supplier is responsible. Supplier shall name CN as an additional insured and provide a certificate of insurance pursuant to which CN will be notified of any cancellation or material change to coverage. Any deductible or self-insurance shall be of a level acceptable to CN.

8. Force Majeure

Notwithstanding anything to the contrary in this 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, this Agreement may be terminated in whole or in part by the non-affected Party.

9. Confidentiality

Each Party shall keep confidential and prevent the unauthorized disclosure of information disclosed by the other Party, which is confidential by its nature including without limitation technical, commercial, financial, marketing, operational or strategic information related to the business of a Party, on any verbal, visual or written medium, whether it is marked confidential or restricted or not (“Confidential Information”). The receiving Party shall protect Confidential Information from disclosure to third parties using the same degree of care that it uses for its own most confidential information, but no less than best efforts.

10. Governing Law, Dispute Resolution

This PO will be governed by the laws of the Province of Quebec and the laws of Canada applicable therein. Any dispute that cannot be resolved between the Parties shall be resolved by litigation before the Quebec Superior Court in Montreal, Quebec.

11. Notices

Legal Notices shall be sent to CN at: to Supplier at:

935 de la Gauchetière Street West ___________________
Montreal, Quebec, Canada, H3B 2M9 ___________________
Attention : A.V.P. Supply Management Attention:
Fax (514) 399-8335 Fax ( )
With a copy to : General Counsel With a copy to: General Counsel
Fax (514) 399-4296 Fax ( )

12. General

The PO, these Terms and Conditions, the CN Policies, and any specifications, service levels, or instructions provided by CN, constitute the entire agreement between the Parties and take precedence over any other understandings or communications, oral or written, and over any Supplier terms and conditions or purchase orders. If a master agreement exists between CN and Supplier to govern the supply of Goods and Services identified in the PO, the terms and conditions of the master agreement shall apply to such Goods and Services. If any clause is unenforceable it shall be severed and the other clauses will remain in full force. Any clause which by its nature should survive termination will do so, including without limitation the Confidentiality, Liability, Indemnification and Warranty clauses. The Parties are independent contractors and nothing herein shall make them agents, employees, or partners and there shall be no joint and several liability. The non-exercise by a Party of a right hereunder does not constitute a waiver of such right. Nothing herein shall be interpreted to create an exclusivity in favour of Supplier unless otherwise set out in the PO. Time is of the essence. Supplier shall not use CN’s name for the purposes of advertising, press releases, promotion or solicitation without the prior written consent of CN. These Terms and Conditions may be updated by CN from time to time and Supplier commits to review them regularly. Les Parties se sont expressément entendues pour que ces termes et conditions soient rédigés en langue anglaise. The Parties have expressly agreed that these terms and conditions should be drafted in English.

These outline how goods and services are delivered and tracked through valid purchase orders.

The following standard terms and conditions are applicable to all purchase orders and purchase supply agreements covering any and all material and service purchases by CN Rail or any of its U.S. Subsidiaries (Illinois Central Railroad, Grand Truck Western Railroad, Duluth, Winnipeg & Pacific Railway, Chicago Central & Pacific Railroad, Cedar River Railroad) for requirements consigned to U.S. destinations. These railroads are those that will be referred to on the face of all purchase orders as “The Railway”. These terms and conditions replace those previously included on the backside of the various purchase order/ agreement forms. These terms and conditions will be updated periodically by CN Supply Management. Each revision will be identified by the next revision number and effective date. Any subsequent revisions will be effective only to purchase orders issued on or after the date of the revision to the standard terms and conditions. For further information contact CN Supply Management Headquarters – Montreal, Quebec.

STANDARD TERMS AND CONDITIONS COVERING PURCHASES WITH U.S. ENTITIES

1. APPLICABILITY

Any reference to the Railroad in the following text refers to Canadian National Railways and all of it’s subsidiaries namely Canadian National Railways, Grand Trunk Western Railroad, Duluth, Winnipeg & Pacific Railway, Illinois Central Railroad, Chicago Central & Pacific Railroad, or Cedar River Railroad.

2. CONTRACT

Acceptance of a purchase order is limited to the terms on the face and back thereof and the documents, drawings and specifications referred to therein or attached thereto. Any proposal for additional or different terms in Seller’s acceptance are objected to and rejected and shall be deemed a material alteration thereof and the offer shall be deemed accepted by Seller without said additional or different terms. The purchase order, together with all documents, drawings and specifications referred to therein or attached thereto shall become a contract (the “Contract”) upon Railroad’s receipt of Seller’s acceptance, Seller’s commencement of work on the goods subject to the purchase order, or shipment of such goods.

3. PRICE

Unless otherwise agreed in writing prices are in U.S. dollars, are firm and are inclusive of all applicable taxes, duties, (shipping, packaging, labeling, storage, insurance, boxing or crating charges) of any kind. Seller warrants that the prices quoted are the lowest prices at which these or similar articles are sold by Seller to other customers, and in the event of any price reduction between issuance of the purchase order and delivery of the goods, Railroad shall be entitled to such reduction.

4. INVOICES

Unless otherwise agreed in writing, Seller must provide a separate invoice in duplicate for each shipment made under the Contract. Invoices under the Contract will not relate to goods or services under any other Contract, Railroad’s purchase order number must appear on all invoices and other relevant documentation (packing slips, bills of lading etc.).

5. PAYMENT

The time specified for the payment of invoices of for accepting Seller’s payment discounts shall commence from the receipt by Railroad of a complete and correct invoice. Regardless of any provision in an invoice to the contrary, no interest will be paid by Railroad on overdue accounts.

6. ROUTING

Carload shipments to be loaded in system cars when obtainable. All shipments must be routed so as to give the Grand Trunk Western Railroad, Canadian National Railways, Duluth, Winnipeg & Pacific Railway, Illinois Central Railroad, Chicago Central & Pacific Railroad, or Cedar River Railroad the longest possible haul.

A. All truckload and less than truckload shipments must be routed as indicated on the face of this order. If there are no routing instructions indicated, shipment is to be forwarded via Parcel Post, Parcel Delivery Service or Motor Carrier, whichever is more economical.
B. All carload shipments must be routed as indicated on the face of this order. If there are no routing instructions indicated, ship via the nearest CN/IC interchange point.
C. CN or IC cars must be used on all carload shipments. Contact the Car Management Department at (708) 206-6727 if you need assistance in obtaining such cars.

7. DELIVERY; TRANSPORTATION CHARGES; PACKING SLIPS

Unless specifically stated on the face of the order.

A. All shipments are to be forwarded “freight collect”.
B. Any freight allowance, addition, or equalization must be based on the lowest published rate, and must show the tariff authority for such rate.

8. CUSTOMS DOCUMENTS

Seller shall comply with customs documentation requirements set out on the front hereof.

9. INSPECTION ACCEPTANCE

Payment for the goods delivered shall not constitute acceptance. Railroad shall have the right to inspect and test, anywhere and at any time, any item covered by the Contract. Notwithstanding any such inspection or test, should any item covered by the Contract be found not to be in accordance with the Contract. Railroad shall have the right to cancel the contract in whole or in part and to reject and return the goods. Seller shall pay all expenses of unpacking, examining, repacking and shipping rejected goods. However, Railroad may use such portion of the goods as may serve it’s purpose and such use shall not be deemed an acceptance of the remainder of the goods, nor prejudice Railroad’s right to reject the remainder of the goods and to recover back from Seller any amounts already paid for such shipment. All goods shall be subject to final inspection by Railroad prior to use thereof.

10. CHANGES; CANCELLATION

Railroad reserves the right either to change or cancel, for it’s conveniance the Contract in whole or in part at any time upon written notice to Seller.

11. COMPLIANCE

In supplying the goods or services, Seller shall comply with, and comply with and obtain applicable permits under:

A. All applicable laws, regulations, ordinances, orders, codes and standards (including health and safety) of any federal, state, or municipal authority having jurisdiction; and
B. all Railroad policies standards rules and regulations (safety and operational), Seller shall assure such compliance by its agents and subcontractors and their respective employees and agents.

12. SAFETY, HEALTH INFORMATION

Seller shall supply in printed form all relevant product safety and health information that pertains to all goods (including equipment) ordered hereunder. Seller will ensure that goods (including equipment) comply with certification standards.

13. WARRANTY

Seller warrants that:

A. Seller has the right to sell and/or provide the goods or services ordered;
B. The goods or services are in strict conformity with the specifications, drawings, design or other descriptions provided by Railroad and are fit for the particular purpose intended;
C. The goods or services are free of defects (whether patent or latent) including defects of title, design, workmanship and material; and
D. The goods or services are free and clear of all liens, privileges, encumbrances and claims of any kind.

All warranties shall be continuing and shall survive and not be diminished by inspection acceptance use or payment of or for the goods or services. Any goods or services that do not comply with this warranty shall, at Railroad’s option either be replaced or repaired by Seller or returned by Railroad for refund by Seller. This warranty is in addition to other express or implied warranties given to Railroad by Seller or its agents.

14. INDEMNITY

Seller shall indemnify, defend, hold harmless and release Railroad, its employees, officers, directors and agents from and against any and all loss, liability (including any environmental liability), demand, claim, damage, injury (including direct, indirect, incidental, or consequential damage) or loss of profits or expense (including reasonable attorneys’ fees or other legal expenses) sustained by reason of arising out of or relating to, without limitation:

A. Any breach or non-fulfillment of any of Seller’s warranties or obligations hereunder;
B. any act, omission, neglect or default by Seller, its officers, employees or agents (including Seller’s contractors, their employees and agents);
C. any claim or infringment of any patent, trade-mark, trade secret or other proprietary right including claims for royalties or license fees, in connection with the purchase, use or sale of the goods (whether or not the goods ordered, their parts or designs have been specified by Railroad) or services; and
D. the death or any bodily injury to anyone, damage to property, or any other damage or loss by whomsoever suffered, resulting or claimed to result in whole or in part from the manufacture, use, purchase, or sale of the goods or performance of services provided.

Railroad may at its option be represented by its own counsel in any action, the expenses of which shall be borne by Seller. All indemnifications and hold-harmless agreements and releases shall be continuing and shall survive acceptance of the goods or services provided hereunder, or cancellation of the Contract.

15. OWNERSHIP OF DRAWINGS DESIGNS ETC.

Railroad shall own any documents including specifications, drawings, or designs supplied by Railroad, or produced by Seller for Railroad with respect to the goods to the goods or services covered by the Contract.

16. PUBLICITY: CONFIDENTIALITY

Seller shall consider all information furnished by Railroad to be confidential and shall not disclose any such information to any other person, or use such information itself for any purpose other than performing this contract, unless Seller obtains written permission from Railroad to do so. This paragraph shall apply to drawings, specifications, or other documents prepared by Seller for Railroad in connection with this order. Seller shall not advertise or publish the fact that Railroad has contracted to purchase goods from Seller, nor shall any information relating to the order be disclosed without Railroad’s permission.

17. ASSIGNMENT

The Contract shall not be assigned in whole or in part by Seller nor shall Seller subcontract any part of this Contract without the prior written consent of Railroad.

18. WAIVER

A waiver by Railroad of any provision hereof must be in writing and shall not operate as a waiver of any other provision or breach.

19. PRECEDENCE

In the event of any inconsistency between:

A. These items and conditions and those set out on the front of the Contract, the latter shall prevail; and
B. This Contract and the Seller’s quotation, the Contract shall prevail.

20. SEVERABILITY

Any provision of the Contract which is unenforceable or void, shall be severable without invalidating or otherwise affecting the remaining provisions hereof.

21. MICROFILM; ELECTRONIC STORAGE

Seller agrees that the copy of any document relating to the Contract shall have the same value as the original if it is certified by an officer of Railroad to have been reproduced from Railroad’s microfilm or electronic storage.

22. GOVERNING LAW

The Contract shall be governed by the laws of the State of Illinois.

23. INSURANCE

In the event that Seller’s obligations hereunder require or contemplate performance of services by Seller’s employees, or persons under contract to Seller, to be done on Railroad’s property, or property of Railroad’s customers, the Seller agrees that all such work shall be done as an independent contractor and that the persons doing such work shall not be considered employees of the Railroad. Seller shall maintain all necessary insurance coverages, including public liability and Worker’s Compensation insurance. Seller shall name Railroad as an additional insured on all liability policies and shall indemnify and save harmless and defend Railroad from any and all claims or liabilities arising out of the work covered by this Contract.

24. SET-OFF

All claims for money due or to become due from Railroad shall be subject to deduction or setoff by the Railroad by reason of any counterclaim arising out of this or any other transaction with Seller.

25. DELIVERY

Time is of the essence of the Contract, and if delivery of items or rendering of services is not completed by the time promised, Railroad reserves the right, without liability and in addition to its other rights and remedies, to terminate the Contract by notice effective when received by Seller as to items not yet shipped or services not yet rendered and to purchase substitute items or services elsewhere and charge Seller with any loss incurred.

26. LIMITATION ON RAILROAD’S LIABILITY – STATUTE OF LIMITATIONS

In no event shall Railroad be liable for anticipated profits or for incidental or consequential damages. Railroad’s liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting from the agreement or from the performance or breach thereof shall in no case exceed the price allocable to the goods or services or unit thereof, which gives rise to the claim. Railroad shall not be liable for penalties of any description. Any action resulting from any breach on the part of Railroad as to the goods or services delivered hereunder must be commenced within one year after the cause of action has accrued.

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