Purchase Order – Terms & Conditions
Goods purchased from our supplier (Seller) will be confirmed with a Purchase Order from
Viking Forest Products, LLC (Buyer). The Purchase Order will confirm the verbally transacted
contract between the Seller and the Buyer. The Purchase Order and the acceptance of it shall be
considered a contract in the state in which Buyer’s office shown on the face of the Purchase
Order is located, and the contract shall be governed by the laws of that state.
General
The grade provisions and reinspection rules of the grading association (WWPA, WCLIB, SPIB,
APA, NLGA, NEMLA or other recognized grading agency) whose stamp appears on the goods
sold by the Seller shall be deemed included in and part of the contract except as otherwise set out
herein. Any inconsistency between those rules and the terms and conditions contained herein
shall be resolved in favor of the terms and conditions contained herein. No other modification of
those rules shall be effective unless made in writing and signed by Buyer’s authorized
representative.
Claims and Reinspection
Claims for shortages, defects, nonconforming goods or errors in shipment shall be made as
promptly as practical after delivery to the ultimate destination, except as otherwise provided in
the Purchase Order. Failure to inspect, accept or reject the goods or failure to detect defects by
inspection shall neither relieve Seller from responsibility for the goods nor impose liabilities on
the Buyer.
Any reinspection of the goods sold hereunder shall be conducted and governed by the association
which grade stamped the goods. The rules and standards of that association shall govern and
shall be the basis for final settlement. The findings of that association shall be binding upon the
parties in the event of litigation or arbitration. The expenses of such inspection and survey shall
be borne by Seller if the item complained of is found to be more than 5% below grade. If 5% or
less, the expense shall be borne by Buyer.
Seller’s Warranties
Seller warrants that all goods sold hereunder or pursuant hereto shall conform to the
specifications set forth in the Purchase Order and are free from liens and patent infringements.
Seller also warrants and represents that all of the goods will be of merchantable quality, free
from all defects in design, workmanship and materials, and will be fit for the particular purposes
for which they are purchased and that the goods shall be provided in strict accordance with the
specifications, samples, drawings, designs or other requirements (including performance
specifications) approved or adopted by Buyer.
Seller represents and warrants that all goods furnished to Buyer will comply with and be
manufactured, priced, sold, and labeled in compliance with all applicable federal, state, and local
laws, rules, ordinances, regulations, and codes, including without limitation, environmental
protection, labor, consumer product safety regulations and labeling requirements. Seller further
represents and warrants that all goods furnished to Buyer shall comply with all United States
laws and regulations applicable to trademark, copyright and patent rights.
Mold
Seller shall ship only goods free of mold.
Seller’s Liability
Seller is responsible for the cost of replacing defective and/or nonconforming goods as specified
in the Buyer’s Purchase Order following rejection by Buyer. Seller shall be liable to Buyer for
consequential or incidental damages arising from nonconformity of the goods or delay in
shipment and any other breach by Seller.
Arbitration
Any controversy or claim arising out of or related to any contracts between Buyer and Seller or
breach thereof shall be settled by arbitration under the applicable Rules of the American
Arbitration Association, or under the rules of any other organization providing arbitration
services which may be agreed upon by the parties, with the place of arbitration being the city in
which Buyer’s office shown on face of Purchase Order is located. Judgment may be entered
upon the arbitration award. In connection with any arbitration proceeding, each party shall pay
(a) one-half of the arbitrator’s fees and any administrative charges associated with the
proceeding, and (b) all of its own attorney and other professional fees and costs.
Force Majeure and Cancellation
In the event of United States or foreign government intervention, trade restrictions, and/or quotas
which may delay or prevent delivery of the goods or any part thereof, Buyer, at Buyer’s option,
may cancel purchase of goods without liability.
In the event any of the goods shall become subject to any governmental fees or duties not
presently in effect, or to any increase in any existing fee or duty, including any antidumping duty
or countervailing duty, Buyer, at Buyer’s option, may cancel the unshipped balance of the goods
without liability.
In the event of force majeure, both Buyer and Seller will attempt to over come it and keep each
other informed of progress. If a force majeure event continues for one month, Buyer and Seller
will attempt to continue with the agreement. Failing agreement, Buyer may terminate the
agreement.
Shipment Default
Shipment shall mean shipment according to the specified week of shipment in the contract. If
Seller fails to make shipment within the agreed period of time because of contingencies specified
above, it shall notify Buyer at once. If Seller fails to make shipment within the agreed period for
any other reason Buyer, at Buyer’s option, may cancel the purchase of goods without liability.
Indemnification
Seller agrees to defend, indemnify and hold harmless Buyer from all claims, losses, damages,
costs and legal fees of any nature whatsoever, including but not limited to consequential or
incidental damages, arising out of or related to any acts or omission, including negligence of
Seller, its agents, employees, subcontractors, or any other persons directly or indirectly acting on
behalf of them.
The indemnified losses shall include, without limitation, those losses incurred as a result of any
violation of any law, regulation, or order; bodily injury, death or property damage; breach of
warranty; representation or misrepresentation regarding a product’s attributes or performance
ability.
Insurance
Seller agrees to maintain, in force, insurance coverage for the indemnity obligations set forth
above, including contractual liability insurance.
Set-Off
Buyer and Seller agree that Buyer may deduct and set-off from any sums due and owing Seller
amounts equal to the costs, damages and losses that Buyer has incurred as a result of the failure
of the goods to comply with the specifications and/or any breach of this or any other contract by
Seller.
Extra Charges
No extra charges of any kind will be allowed for Buyer’s account unless specifically agreed to by
Buyer.
The following additional terms and conditions apply to any purchases of goods
manufactured outside of the United States.
Country of Origin
Seller shall not provide Buyer with any goods which are falsely or fraudulently labeled as to
country of origin information or otherwise. Seller agrees not to engage in practices or arrange
for purchase of any goods or services from others who engage in practices which aid or abet the
transshipment of goods in a manner which conceals the true origin of the goods or which permit
the evasion of any quotas on any goods shipped by Seller.
Changes in Duty and/or Freight Rates
Any changes, after date of the contract, in rate of duty, United States import taxes, or valuations
by United States Customs, shall be for the account of Seller unless otherwise specified. Any
change in freight rates between contract date and bill of lading date above and beyond the
negotiated price shall be for the account of Seller.
Detention
Goods are purchased subject to inspection by USDA, or any other United States Government
Department, Bureau or Agency with jurisdiction over them. If the goods or any part of them are
detained by the United States Government and not released within 60 days for entry, Seller shall
be responsible to refund the purchase price, if paid, plus freight charges, insurance and other
expenses necessarily incurred by Buyer in connection with the transaction or provide the same
material from another source with Buyer’s approval