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.
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.
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.