Customer Terms and Conditions – (English)
Dated: September 4th, 2026
Please read carefully. By accepting this order, you are agreeing to Felling Trailers Customer Terms and Conditions.
1. Orders for Products and Services
1.1. Terms and Conditions of Sale. These Terms and Conditions of Sale (“Terms”) apply to all sales by Felling Trailers, Inc. (“Felling Trailers”) to Customer of (i) trailers, trailer platforms, trailer-based assemblies, custom trailer solutions, parts, components, accessories, and other products (collectively, the “Products”), and (ii) services offered to Customer (collectively, the “Services”), including applicable pricing and other terms. Each order of Products and Services will be subject to the terms contained in the applicable Sales Quote. The offer contained in each Sales Quote will expire on the date set forth therein, or if there is no date, thirty (30) days from the listed Sales Quote preparation date. In the event any term or condition contained in a Sales Quote conflicts with these Terms, the Sales Quote will control. All of the terms contained in the applicable Sales Quote will apply to the described order, unless otherwise agreed in writing by Felling Trailers.
1.2. Purchase Orders. Customer will order Services or Products by submitting to Felling Trailers a written purchase order referencing the applicable Sales Quote, if any, and providing certain additional details for the ordered Products and Services including the type and quantity of Products ordered, delivery destination and requested shipment date (each, a “Purchase Order”). The Purchase Order must be consistent with the terms of the Sales Quote and these Terms. Any terms in the Purchase Order that are conflicting with, or different than, the terms in the Sales Quote or these Terms are void, rejected, and of no force or effect.
1.3. Order Approval; Credit. Customer acknowledges that all Purchase Orders will be subject to approval and acceptance by Felling Trailers in writing. Felling Trailers will use commercially reasonable efforts to promptly accept or reject each order following receipt. Based on Felling Trailers’ review of Customer’s credit, Felling Trailers may require pre-payment or other payment assurances prior to shipment of the applicable order.
1.4. Cancellation. All Purchase Orders are non-cancellable once the Purchase Order is accepted. Customer acknowledges that Felling Trailers may purchase materials in reliance on such Purchase Order, including, without limitation, long lead time materials. If Customer cancels a Purchase Order after purchasing such materials, Customer will reimburse Felling Trailers for such Products manufactured or in process, for Services performed and in process, and for materials purchased and tooling and engineering expenses in connection therewith.
2. Price and Payment
2.1. Price. The purchase price for Products and Services (“Purchase Price”) is based in part on the costs of materials and Services fees. The Purchase Price will be as set forth in the applicable Sales Quote or as otherwise adjusted or specified by Felling Trailers in writing to Customer prior to shipment. Customer acknowledges that prior to shipment Felling Trailers may make adjustments to the Purchase Price due to materials costs and/or supply chain constraints. Felling Trailers may notify Customer of changed pricing at any time prior to shipment. If Customer does not notify Felling Trailers in writing within five (5) days of the date of Felling Trailers’ notice of the change, then Customer will be deemed to have accepted the change.
2.2. Payment.
(a) Invoices. The invoice will state the Purchase Price for all Products and Services plus any freight, Taxes, or other applicable costs paid by Felling Trailers to be reimbursed by Customer.
(b) Payment Date and Late Payment. Customer will pay all invoices no later than thirty (30) days after the date of the invoice. Late payments will accrue interest at the lesser of 1.5% per month and the highest rate allowed by applicable law. Customer will pay all costs of collection of late payments, including reasonable attorney’s fees.
2.3. Taxes. Unless otherwise stated in the applicable Sales Quote, Purchase Prices do not include, and are net of, any governmental taxes, including but not limited to national, state, or local sales, value added and use taxes, customs duties, and other governmental assessments (“Taxes”). Customer will be solely responsible for payment of all such Taxes and will indemnify and hold Felling Trailers harmless in the event of any claim related to Taxes.
3. Customer Materials, License and Tools.
3.1. As applicable, Customer must provide Felling Trailers with all components, parts, products, and other materials specified in the Sales Quote (“Customer Materials”) upon which Felling Trailers will perform Services. All Customer Materials provided to Felling Trailers shall be subject to a general lien for all monies owing by the Customer, whether or not due or payable and whether or not such monies are owing to Felling Trailers for work, labor or services rendered or materials or equipment used in connection with such Customer Materials.
3.2. Customer must provide any custom specifications, as further described in the Purchase Order or Sales Quote (“Specifications”). Customer hereby grants Felling Trailers a non-exclusive, non-transferable license to use the Specifications to provide the Services and in connection with the development, processing, and provision of the Products. All other rights in and to the Specifications are hereby reserved by Customer. Customer acknowledges that delivery dates may be delayed due to Customer’s failure to promptly provide the Specifications to Felling Trailers and/or due to any changes that Customer makes to the Specifications.
3.3. Special parts, systems, and technologies that are designed and/or built by Felling Trailers and all processes, formulations, algorithms, data, and know-how related to the Services and Products that are developed or used by Felling Trailers, and intellectual property rights thereto, and all intellectual property rights in and to Felling Trailers’ Products shall be and remain Felling Trailers’ property, regardless of any charge for time and/or materials in relation thereto, unless otherwise agreed in writing.
4. Products Shipment Terms. All Products delivery dates are subject to Felling Trailers’ lead times and are estimates only. Products will be delivered Ex Works Incoterms 2020 to Customer at Felling Trailers’ facility, at which time risk of loss and title will pass to Customer, unless otherwise agreed upon between Felling Trailers and Customer in a Purchase Order. In the absence of specific shipping instructions from Customer, Felling Trailers will choose the method of shipment in its discretion. Customer will pay all freight, packaging, insurance, and other shipping expenses. Felling Trailers may make partial shipments, to be separately invoiced and paid for when due. Felling Trailers will use reasonable efforts to meet Customer’s requested delivery schedules for Products, but delay in delivery of any installment shall not relieve Customer of its obligation to accept the remaining deliveries. Upon delivery of all or part of any Products, such sales will be deemed final.
5. Limited Warranty. Felling Trailers provides a limited warranty for Products subject to the terms and conditions set forth in Felling Trailers’ Lifetime Limited Warranty Policy available at https://www.felling.com/partsserver/warranty/. Customer acknowledges and agrees that such warranty policy, as maintained by Felling Trailers from time to time, applies only to the Products and warranty claims covered by that policy and does not expand, modify, or replace any written warranty terms expressly provided by Felling Trailers for a specific Product, Sales Quote, or Purchase Order. Customer is responsible for reviewing the applicable warranty policy and complying with all warranty claim procedures, limitations, exclusions, and remedies stated therein.
6. Disclaimer of Warranty for Products and Services. EXCEPT FOR THE LIMITED WARRANTIES EXPRESSLY GRANTED IN FELLING TRAILERS’ LIFETIME LIMITED WARRANTY POLICY, FELLING TRAILERS AND ITS THIRD PARTY SUPPLIERS DISCLAIM ANY AND ALL OTHER WARRANTIES AND GUARANTEES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PRODUCTS OR SERVICES DELIVERED HEREUNDER, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NEITHER FELLING TRAILERS NOR ITS THIRD PARTY SUPPLIERS HAVE AUTHORIZED ANYONE TO MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PRODUCTS OR SERVICES DELIVERED HEREUNDER. THE PRODUCTS ARE NOT DESIGNED OR INTENDED FOR USE IN ANY APPLICATION IN WHICH THE FAILURE OF THE PRODUCTS COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR PROPERTY DAMAGE (COLLECTIVELY, “HIGH RISK ACTIVITIES”). FELLING TRAILERS EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY AND ANY OTHER LIABILITY FOR HIGH RISK ACTIVITIES. FELLING TRAILERS DOES NOT WARRANT THAT ANY CUSTOMER MATERIALS ARE SUITABLE OR FIT FOR THE SERVICES.
7. Indemnification. Customer will, at its expense, defend any suit brought against Felling Trailers based upon a third party claim that the Products or its Specifications misappropriate any trade secret or infringe a copyright or patent. Customer will pay costs and damages finally awarded against Felling Trailers directly attributable to any such claim. Felling Trailers will promptly notify Customer in writing of such claim and allow Customer to control the defense of the claim provided that Customer will not settle a claim on behalf of Felling Trailers without first obtaining Felling Trailers’ prior written approval.
8. Confidentiality.
8.1. Obligations. Each party (“Recipient”) agrees that it will not disclose to any third party or use any technical information or other proprietary information (collectively, “Confidential Information“) disclosed to it by the other party (“Discloser”) except as necessary to perform its obligations hereunder or as agreed in writing by Discloser. Recipient will take all reasonable measures to maintain the confidentiality of all Confidential Information in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance. “Confidential Information” will not include information that: (a) is in or enters the public domain without breach of these Terms; (b) Recipient lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; or (c) Recipient develops independently, which it can prove with credible evidence.
8.2. Injunctive Relief. Recipient acknowledges that the disclosure of Discloser’s Confidential Information may cause substantial harm to Discloser that could not be remedied by the payment of damages alone. Accordingly, Discloser will be entitled to seek preliminary and permanent injunctive relief and other equitable relief for any breach of this Section.
9. Liability Limitations.
9.1. Limit on Direct Damages. THE COLLECTIVE AND AGGREGATE LIABILITY OF FELLING TRAILERS AND ITS THIRD PARTY SUPPLIERS UNDER THESE TERMS WILL BE LIMITED TO THE AMOUNTS PAID FOR THE PRODUCTS AND SERVICES UNDER THE PURCHASE ORDER RELATING TO THE PRODUCTS AND SERVICES PURCHASED.
9.2. Disclaimer of Consequential Damages. NEITHER FELLING TRAILERS NOR ITS THIRD PARTY SUPPLIERS WILL HAVE ANY OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY) OR OTHERWISE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF REVENUE OR PROFIT, LOSS OF BUSINESS OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS OR SERVICES FURNISHED TO CUSTOMER BY FELLING TRAILERS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FELLING TRAILERS ASSUMES NO LIABILITY FOR LOSS OR DAMAGE TO CUSTOMER MATERIALS OR PRODUCTS WHILE IN TRANSIT TO OR FROM FELLING TRAILERS’ FACILITY.
9.3. Failure of Essential Purpose. THE PARTIES AGREE THAT THESE LIMITATIONS SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
9.4. Jurisdictional Issues. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER. IN SUCH EVENT, THE LIABILITY OF FELLING TRAILERS AND ITS THIRD PARTY SUPPLIER FOR SUCH DAMAGES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.
10. General Provisions
10.1. Assignment. These Terms will bind and inure to the benefit of each party’s permitted successors and assigns. For the avoidance of doubt, Felling Trailers may freely assign these Terms to any successor in interest by way of merger, acquisition or other sale of all or substantially all of its assets. Customer may not assign these Terms, in whole or in part, without Felling Trailers’ written consent. Any attempt to assign these Terms without such consent will be null and void.
10.2. Governing Law and Venue. These Terms will be governed by and construed in accordance with the laws of the State of Minnesota without regard to its choice of law principles. EACH OF THE PARTIES UNCONDITIONALLY AND IRREVOCABLY WAIVES THE RIGHT TO A JURY TRIAL FOR ANY DISPUTES UNDER THESE TERMS.
10.3. Severability. If any provision of these Terms is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in force.
10.4. Force Majeure. Neither party will be responsible for any failure to perform due to causes beyond its reasonable control (each a “Force Majeure”), including, but not limited to, acts of God, pandemics or epidemics, supply chain constraints, strikes, boycotts, war, riot, embargoes, acts of civil or military authorities, denial of or delays in processing of export license applications, fire, floods, earthquakes, accidents, or fuel crises, provided that such party gives prompt written notice thereof to the other party. The time for performance will be extended for a period equal to the duration of the Force Majeure, but in no event longer than sixty (60) days.
10.5. Notices. All notices under these Terms will be deemed given when delivered personally, sent by confirmed email transmission, or sent by certified or registered U.S. mail or nationally-recognized express courier, return receipt requested, to the address set forth in a Purchase Order with respect to Customer or a Sales Quote with respect to Felling Trailers, or as may otherwise be specified by either party to the other in accordance with this section.
10.6. Independent Contractors. The parties to these Terms are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
10.7. Export Control. Customer acknowledges and agrees that the Products and technology subject to these Terms are subject to the export control laws and regulations of the United States, including but not limited to the Export Administration Regulations (“EAR”), and sanctions regimes of the U.S. Department of Treasury, Office of Foreign Assets Control. Customer will comply with these laws and regulations. Customer shall indemnify, defend and hold harmless Felling Trailers from any and all losses, claims and damages for breach of the foregoing.
10.8. Entire Terms and Conditions. These Terms are the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter. Customer further agrees that all other preprinted terms and conditions (including but not limited to any terms and conditions of any Purchase Order or other document issued by Customer in connection with an order or purchase) are expressly excluded from these Terms and are rejected by Felling Trailers and are of no force or effect, unless otherwise expressly agreed by an instrument in writing signed by Felling Trailers. These Terms may only be modified, or any rights under it waived, by a written document executed by both parties.
