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Purchase Order Terms and Conditions

Purchase Order Terms and Conditions – (English)

Dated: September 4th, 2026

Please read carefully. By accepting this purchase order, shipping any Products, providing any Services, or otherwise commencing performance, Supplier agrees to be bound by these Purchase Order Terms and Conditions, even if this Order has not been signed by Supplier.

1. DEFINITIONS

“Order” means this purchase order, these Purchase Order Terms and Conditions, and any documents incorporated by reference. “Customer Contract” means any agreement between Felling Trailers and its customer that requires or relates to the Products or Services provided under this Order, if applicable, including any applicable customer requirements incorporated by reference. “Products” means the equipment, parts, contractor supplies, and other items identified in this Order. “Services” means the services identified in this Order. “Specifications” means the specifications and standards for the Products or Services set forth in this Order or otherwise provided or approved in writing by Felling Trailers. “Supplier” means the person or entity identified as such on the front of this Order, including any representative, agent, officer, employee, or subcontractor 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 agreement between Felling Trailers and Supplier consists of this Order and any documents incorporated by reference as stated herein, and no other acceptance, 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.
     

If Felling Trailers has entered into a Customer Contract and the Products or Services provided under this Order support that Customer Contract, Supplier acknowledges and agrees that it has been given the opportunity to review the Customer Contract and agrees to be bound by the applicable terms and conditions of the Customer Contract to the extent they relate to the Products or Services provided under this Order.

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 for payment 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 a correct 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 or any longer period provided by applicable law or agreed to in writing by the parties. Supplier 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 after notice from Felling Trailers of such defects, at Supplier’s expense, repair or replace the defective or non-conforming Products or replace them 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, defend, 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 reasonable attorneys’ fees, 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 Order or Supplier’s failure to comply with the terms of the Customer 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, delivery dates, or prices of Products or Services, nor will any charge for extras be allowed unless such change or charge has been authorized in writing by Felling Trailers. No charge will be allowed for freight, express, cartage, demurrage or other transportation or storage unless agreed to by Felling Trailers and specified in this Order.

8. PERFORMANCE AND DEFAULT

Time is of the essence with respect to this transaction. Supplier shall be in default for failure to comply with the terms and conditions hereof, failure to prosecute the work with promptness and diligence, or failure to make shipment within the time specified or any extension thereof; 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 under this Order, makes an assignment for the benefit of its creditors, is bankrupt or insolvent, or is declared in default, Felling Trailers, at its option, may procure the Products or Services from other sources by purchase in the open market, by negotiated contract, or otherwise, and Supplier shall be liable to Felling Trailers for any excess costs and damages caused by Supplier’s default. Felling Trailers may also elect to complete Supplier’s obligations under this Order, in which event Supplier shall also be liable to Felling Trailers for any excess costs and damages caused by Supplier’s 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 waives all rights to liens or conditional bills of sale and waives all rights to file any related notices. Supplier agrees, at its own cost and expense, to remove all such notices, liens, conditional bills of sale, or encumbrances that may be placed against Felling Trailers’ property, premises, or any part thereof as a result of the Products or Services furnished by Supplier, whether such notice, lien, or encumbrance is placed by Supplier or by any person, subcontractor, or material supplier employed, engaged, or used by Supplier in connection with the Products or Services. Supplier agrees to hold Felling Trailers harmless from and against the foregoing.
     
  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. MISCELLANEOUS

Supplier shall promptly notify Felling Trailers if it becomes aware of any non-compliance with this Order 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 Order. 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. 

This Order shall be governed by the laws of the State of Minnesota without regard to conflict of laws principles.
 

The invalidity or unenforceability of any provision of this Order shall not affect the validity or enforceability of the remainder of this Order.