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Purchase Order Terms and Conditions

Purchase Order Terms and Conditions – (English)

Dated: July 1st, 2025

Please read carefully. By accepting the provision of the Services (defined below) or making payment(s) to Felling Trailers for the Services, Customer agrees to be bound by the Purchase Order Terms, even if the Purchase Order has not been executed.1. DEFINITIONS

1. DEFINITIONS

“Contract” means the agreement, if any, between Felling Trailers and the seller requiring the delivery or provisions of Products or Services hereunder, the terms and conditions of which are incorporated herein by reference. “Products” means the equipment, parts, contractor supplies and other items identified on the front of this purchase order (this “Order”). “Services” means the services identified on the front of this Order. “Specifications” means the specifications and standards for the Products or Services set forth in this Order or Supplier’s commercially available specifications. “Supplier” means the person or entity identified as such on the front of this Order, including any representative, agent, officer or employee of Supplier.

2. ACKNOWLEDGEMENT AND PRECEDENCE:

  1. Supplier shall acknowledge this Order in writing within three (3) business days of receipt unless received on a Saturday, Sunday, or federal holiday, in which case Supplier shall acknowledge and accept such Order in writing by the next business day. If Supplier proposes modifications, this Order shall not be effective until Felling Trailers provides written consent to such modifications. However, if Supplier does not acknowledge this Order within three (3) business days of receipt or ships some or all of the Products or provides Services pursuant to this Order, Supplier shall be deemed to have accepted this Order as submitted. Any terms and conditions contained in any Supplier document shall be null and void.
     
  2. Unless this Order is issued under a Sourcing Agreement between the parties or their affiliates, the entire contract between the parties consists of this Order and any documents incorporated by reference as stated herein and no other acceptance or acknowledgement or other conditions will apply. Amendments, if any, will be made in writing by mutual agreement only and must be signed by both parties. The terms and conditions of this Order shall take precedence and control over any terms and conditions contained in Supplier’s order acknowledgments, invoices or similar documents; provided, however, if there is a conflict between the terms of this Order and the terms of a Sourcing Agreement between the parties, the terms of the Sourcing Agreement shall control.
     
  3. In the event that Felling Trailers has entered into a Contract and the Products or Services being provided hereunder are in support of the Contract, Supplier acknowledges and agrees that it has been given the opportunity to review the Contract and agrees to be bound by the terms and conditions set forth therein with respect to the Product or Services provided hereunder.
     

3. INVOICING
 

  1. This Order number and the Felling Trailers employee or agent whose name appears on the front of this Order must appear on all invoices.
     
  2. The Products or Services must be described on the invoice in terms used in this Order.
     
  3. For Products, all components must be itemized on the invoice and must be complete as to quantity, grade, type, size and weight. For Services, the type(s) of Services must be itemized on the invoice.
     
  4. Invoices will only be authorized if the invoice is correct and if Products or Services have been delivered to and accepted by Felling Trailers. Subject to the preceding sentence, payment terms are net 60 days from receipt of invoice. 
  5. The parties shall use reasonable efforts to resolve any disputes relating to the amount of any invoice as soon as possible within ninety (90) days after Felling Trailers’ notice of same. Supplier shall provide full documentation concerning the disputed amount within thirty (30) days of Felling Trailers’ notice. Provided that Felling Trailers’ notice is within sixty (60) days after Felling Trailers receives the disputed invoice, Felling Trailers shall have no obligation, during the ninety (90) day period specified above, to pay any disputed amount.
     

4. DELIVERY AND PACKAGING

  1. Delivery terms shall be set forth on the Order. Partial delivery of the Products shall not be permitted unless specifically authorized in writing by Felling Trailers.
     
  2. Supplier agrees: (1) to properly pack, mark and ship the Products in accordance with the requirements of Felling Trailers, the involved carriers, and, if applicable, the country of destination to sustain without damage normal domestic air and/or motor freight transportation; (2) to route shipments in accordance with Felling Trailers’ instructions; (3) to make no charge for handling, packaging, storage or transportation of Products, unless otherwise stated as an item on the Order; (4) to provide with each shipment packing slips with this Order number and date of shipment marked thereon; (5) to properly mark each package with a label/tag according to Felling Trailers’ instructions; and (6) to promptly forward the original bill of lading or other shipping receipt for each shipment in accordance with Felling Trailers’ instructions. Supplier will include on bills of lading or other shipping receipts correct classification identification of the Products shipped in accordance with Felling Trailers’ instructions and the carrier’s requirements. The marks on each package and identification of the Products on packing slips, bills of lading and invoices (when required) shall be sufficient to enable Felling Trailers to easily identify the Products purchased.

5. WARRANTY

  1. Supplier represents, warrants, and covenants that Products and Services will: (1) conform to the Specifications; (2) be fit and sufficient for the purpose(s) for which they were purchased; (3) be new (unless otherwise agreed between the parties) and merchantable; (4) be produced, shipped, and performed in compliance with the requirements of all applicable laws and regulations; and (5) not infringe the rights of any third party, including, but not limited to, intellectual property rights, misappropriation of trade secrets, or violations of rights of privacy or publicity.
     
  2. Supplier warrants Products and Services for the period set forth in Supplier’s standard warranty for the Products and Services and shall promptly repair or replace, as applicable, any defective Products or Products otherwise not in conformity with the requirements of this Order or re-perform any defective Services, at Supplier’s expense and with a level of effort commensurate with the nature of the defect or non-conformity. Further, if within thirty (30) days after delivery or, where Products are installed, within thirty (30) days after installation, Products fail to operate in substantial compliance with the Specifications (and such failure is not due to misuse or improper installation by Felling Trailers), Supplier shall, within five (5) days notice from Felling Trailers of such defects, at Supplier’s expense, repair or replace the defective or non-conforming Products or replace with functionally equivalent products of equal or greater performance. If Supplier fails to do so, Felling Trailers may, at its option, return any defective or non-conforming Products for a full refund of any and all moneys previously paid to Supplier for the defective or non-conforming Products. Supplier shall reimburse Felling Trailers for its actual costs incurred in connection with the delivery and return of defective or non-conforming Products, including packing, rigging, transportation, and insurance costs. Supplier shall bear all risk of loss or damage from the time the Products are removed from Felling Trailers’ possession until they are returned to Felling Trailers’ possession, as applicable. Supplier hereby extends to Felling Trailers any and all warranties received from Supplier’s suppliers and shall enforce such warranties on Felling Trailers’ behalf.
     

6. INSURANCE/INDEMNIFICATION

  1. Supplier shall provide and keep in force and effect worker’s compensation, general liability, product liability, public liability and property damage insurance to protect Felling Trailers against claims arising out of Supplier’s operations, and in such amounts as required by Felling Trailers.
     
  2. Indemnification. To the fullest extent permitted by law, Supplier shall indemnify and hold harmless Felling Trailers, its affiliates and successors, and their respective officers, directors, employees, successors, subcontractors, licensees, assigns, and customers against and from, and promptly reimburse Felling Trailers and the aforementioned entities for, any and all claims, losses, costs, damages, judgments, penalties, and liabilities of any kind (including attorneys’ fees and duties not based on the most-favored nation rate) arising out of: (1) possession, use, sale, or resale, as applicable, of Products or Services (alone or in combination with other materials), including, but not limited to, infringement of intellectual property rights, misappropriation of trade secrets, and violations of rights of privacy and publicity; (2) personal injury (including death), property damage, or any other damage resulting from (or claimed to result from), in whole or in part, (a) any defect in the Products or Services, (b) Supplier’s breach of any express or implied warranty, or (c) violation of any law, order, rule, or regulation by the Products or Services or by manufacture, possession, use, or sale of the Products or Services; (3) Supplier’s breach of this Agreement or Supplier’s failure to comply with the terms of the Prime Contract; or (4) any act or omission of Supplier, its affiliates, or their respective directors, officers, employees, agents, or subcontractors.
     

7. CANCELLATIONS; CHANGES AND/OR EXTRAS

Felling Trailers may cancel this Order at any time upon notice to Supplier. Supplier shall make no changes as to quantities, qualities, descriptions, or prices of Products or Services, nor will any charge for extras be allowed unless same has been authorized in writing by both parties hereto. No charge will be allowed for freight, express, cartage, demurrage or other transportation or storage unless agreed to by both parties and specified in this Order.

8. PERFORMANCE AND DEFAULT

Time is of the essence with respect to this transaction and therefore it is agreed that for failure to comply with the terms and conditions hereof, or failure to prosecute the work with promptness and diligence, or for failure to make shipment within the time specified or any extension thereof, Supplier shall be declared in default; except that Supplier shall not be responsible or considered in default for delay in shipment due to acts of God, acts of Felling Trailers, war, floods, freight embargoes, or unusually severe weather, and in the event of delay from such cause the promised delivery date shall be extended one day for each day of such delay.

9. REMEDIES FOR DELAYS AND DEFAULT

If Supplier fails or is unable to proceed with all or any of its obligations hereunder, makes an assignment for the benefit of its creditors, is bankrupt or insolvent, or declared in default, Felling Trailers at its option may procure the Products or Services from other sources, by purchase in the open market, or by negotiated contract, or otherwise, and Supplier shall be liable to Felling Trailers for any excess costs and damages occasioned by said default or Felling Trailers may elect to complete performance of the obligations of Supplier hereunder, in which event Supplier shall also be liable to Felling Trailers for any excess costs and damages occasioned by said default.

10. ARBITRATION

  1. Any controversy or claim arising out of or relating to this Order or the breach thereof, provision for the determination of which is not made elsewhere, shall be settled by arbitration in the county and state where the Felling Trailers business location that issued this Order is located. Supplier and Felling Trailers hereby submit to such jurisdiction and to arbitration as herein provided. Service of an application for arbitration or of a notice of submission to arbitration hereunder shall be sufficient if made by registered mail directed to the party at its respective address given on the front of this Order.
     
  2. Work shall not be interrupted or delayed during any arbitration proceedings, except on written agreement by both parties.
     

11. ASSIGNMENT BY SUPPLIER

Supplier shall not assign this Order, or any moneys due or to become due hereunder, without Felling Trailers’ prior written consent, and any attempted assignment without Felling Trailers’ consent shall be null and void.

12. CANCELLATION OF MECHANICS LIENS, ETC.

  1. Supplier hereby waives all rights of liens or conditional bills of sale and waives all rights to file any notices in relation thereto, and agrees to remove, at its own cost and expense, all such notices or liens or conditional bills of sale or encumbrances which may be placed against said premises or any part thereof as a result of the Products or Services furnished by Supplier, whether such notice or notices be placed thereon by Supplier or any other person employed or otherwise engaged by Supplier in relation to said work or any material man furnishing any material to such job, and Supplier does hereby agree to hold Felling Trailers harmless on account thereof.
     
  2. Supplier agrees within five (5) days after notice and demand by Felling Trailers to cancel and discharge any notices of liens filed for work or labor performed for, materials furnished to, Felling Trailers, and Supplier agrees further to reimburse Felling Trailers for any damages Felling Trailers may suffer by reason of the filing of such notices or liens or the failure to obtain cancellation and discharge thereof as herein provided, including all costs and reasonable attorney’s fees.
     

13.  PART OBSOLESCENCE:

When Seller has knowledge that any Good, or component or material thereof, is obsolete, is marked for impending obsolescence, or has an established end of production date, Seller shall promptly give Felling Trailers written notice thereof, including all relevant information with respect thereto.   The notice will include, but not be limited to:

  1. Complete details of which Goods are affected;
  2. Date of obsolescence:
  3. End of production date;
  4. Reason for obsolescence;
  5. Pricing and availability of last-time buy;
  6. Supportability terms (repair and warranty) for last time buy; and
  7. Seller’s recommendations for replacement goods inclusive of known impacts to performance, pricing, availability, and lead time.

Seller’s initial notifications of obsolescence shall be made through the end of the warranty period for Goods provided under the Order.

14.  LAST-TIME BUY ORDER:        

(a) Felling Trailers shall have a right to place a written last-time Firm Order for a Product (a “Last-Time Buy Order”) if; 

(i) Supplier delivers to Felling Trailers notice of its intention not to renew the Term; 

(ii) Supplier terminates this Agreement in respect of such Product in connection with Felling Trailer’s choice not to accept a change in such Product;

(iii) Supplier delivers to Felling Trailers a notice of discontinuation of such Product; or 

(iv) Felling Trailers terminates this Agreement in connection with a material breach by Supplier.  The right of the Felling Trailers to submit a Last-Time Buy Order shall entitle Felling Trailers to purchase the Products at the price in effect for the products as of the time of Felling Trailer’s exercise of such right.        

(b) A Last-Time Buy Order shall specify 

(i) number of units of the Product to be purchased; and 

(ii) the requested delivery date or dates for such units. If Supplier informs Felling Trailers that it cannot honor the requested delivery dates because of capacity restraints or otherwise, the Parties shall negotiate in good faith with respect to delivery dates mutually acceptable to Supplier and Felling Trailers.        

(c) The Parties hereby agree to use commercially reasonable efforts to coordinate forecasting and ordering during the period between the date the Last-Time Buy Order is delivered to Supplier and the final delivery date to allow for regular supply of Products during such period.

15.  SELLER CHANGES in GOODS, MANUFACTURING LOCATION or PROCESS:        

Seller shall promptly notify Felling trailers no less than 180 days prior to implementing any change in Goods or Seller’s manufacturing location or process that were not expressly requested by Felling Trailers.  Such notification must be given as early as possible and shall describe the change or changes that have been made or being proposed.    Felling Trailers and, if applicable, Felling Trailer’s customer(s), reserve the right to require its approval of any change in Goods or Seller’s manufacturing location or process before such change is implemented.

16.  CYBERSECURITY:

            (a)  Seller represents and warrants that it currently follows industry best practices to prevent any compromise of its information systems, computer networks, or data files by unauthorized users or malicious computer programs which could be propagated via computer networks, email, magnetic media, or other means to Felling Trailers.   Seller represents and warrants that Seller has taken and will take all necessary technical and organizational measures to ensure that Felling Trailer’s Confidential Information and technical data is protected from unauthorized access, alteration, disclosure, erasure, and destruction by third parties while such information is in its possession or control.

(b)  In the event Seller knows or reasonably believes there has been unauthorized or attempted unauthorized access to Felling Trailer’s Confidential Information or technical data in the possession or control of Seller that compromises or threatens to compromise the security, confidentiality, or integrity of such Confidential Information or technical data, Seller shall take the following actions:

(i)  promptly, no later than 72 hours after discovery, notify Felling Trailers of such unauthorized access or attempted unauthorized access and identify what specific Confidential Information or technical data may have been accessed;

(ii)  take reasonable steps to remedy the circumstances that permitted any such unauthorized access to occur and to prohibit further disclosure of Confidential Information or technical data; and

(iii)  cooperate with Felling Trailers as reasonably necessary to facilitate compliance with any applicable law regarding unauthorized access of Confidential Information or technical data.

            (c)   Upon request, Seller shall:

(i)  complete an annual information security assessment questionnaire supplied by Felling Trailers; and

(ii)  provide Felling Trailers with reasonable information regarding the processing of Felling Trailer’s Confidential Information and technical data, including where and how such information is stored, who has access to such information and why, and what security measures are taken to ensure that such information is protected from unauthorized access, alteration, disclosure, erasure, and destruction while in Seller’s possession or control.

17. MISCELLANEOUS

  1. This Order shall be governed by the laws of the State of Minnesota without regard to conflict of laws principles.
  2. The invalidity of any provision of this Order shall not affect the validity of the remainder of this Order. 
  3. Supplier shall promptly notify Felling Trailers if it becomes aware of any non-compliance with this section or if Supplier becomes the subject of any material claim or demand by any Governmental Authority regarding the Products or Services or otherwise regarding this agreement. Supplier also shall promptly notify Felling Trailers if any of the Products, or components thereof, provided by Supplier to Felling Trailers become subject to an investigation or order that could result in antidumping duties, countervailing duties, safeguard remedies, quotas, or any duty that is not based on a most-favored-nation rate.