NORTHERN WOODSMEN LLC
TERMS AND CONDITIONS OF SALE
All references in these terms and conditions of sale to "products" includes all Logging, Firewood, and Lumber Processing Equipment, and all other items which are manufactured, sold, and/or distributed by Seller, Northern Woodsmen, LLC. ("Northern Woodsmen").
- Offer, Governing Provisions. This writing constitutes an offer or counter offer, as the case may be, by Northern Woodsmen to sell the “products” to Buyer in accordance with these Terms and Conditions of Sale (“terms and conditions”). THIS WRITING IS NOT AN ACCEPTANCE OF ANY OFFER MADE BY BUYER, AND ACCEPTANCE OF THIS OFFER IS EXPRESSLY CONDITIONED UPON BUYER'S ASSENT TO THESE TERMS AND CONDITIONS. Buyer will be deemed to have assented to these terms and conditions when: Buyer shall have given to Northern Woodsmen (orally or in writing) specifications of quantity and/or type of products, delivery dates, shipping instructions, instructions to bill, or the like, as to all or any part of the products; or Buyer has received delivery of the whole or any part thereof; or Buyer has otherwise assented to the terms and conditions hereof. No additional terms or different terms or conditions shall be binding upon Northern Woodsmen nor can Buyer's acceptance limit or alter Northern Woodsmen’s terms and conditions unless specifically agreed to in writing signed by an officer of Northern Woodsmen. Northern Woodsmen hereby objects to any additional or different provisions contained in any purchase order, requests for quote, acknowledgement, confirmation, or other communications from Buyer. Any document received from Buyer which contains terms and conditions conflicting with Northern Woodsmen’s documents shall not become part of the contract.
- Delivery, Risk of Loss and Transportation Costs. Most products are sold F.O.B. Northern Woodsmen’s warehouse in Burlington, Wisconsin or if not available in the warehouse, F.O.B. shipping point via FedEx, UPS or USPS whenever possible. If an order cannot be shipped via FedEx, UPS or USPS due to the carrier’s size or weight limits, shipping will be provided via LTL carrier or flatbed service. All shipping charges are prepaid by Northern Woodsmen and added to the Buyer’s invoice. Shipping dates provided online are estimates provided by the selected carrier and not guaranteed by Northern Woodsmen. Delivery of products to a carrier at Northern Woodsmen’s location or the shipping point shall constitute delivery to Buyer; and regardless of shipping terms or freight payment, all risk of loss or damage in transit shall be borne by Buyer. The method and route of shipment shall be at the discretion of Northern Woodsmen unless specified on the face hereof. Any additional services requested by Buyer, including but not limited to inside delivery, residential delivery, lift-gate service and/or pre-delivery notification shall be paid by the Buyer.
- Partial Shipments, Claims and Delays. Northern Woodsmen reserves the right to make delivery in installments, unless otherwise expressly stipulated herein. Installments may be separately invoiced, and each shall be paid for when due. Delay in delivery of any installment shall not relieve Buyer of its obligations to accept remaining deliveries. Buyer shall be responsible to inspect the products delivered and to notify Northern Woodsmen in writing within TEN (10) DAYS after receipt of shipment of any complaint that relates to such products, and failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Buyer. Claims for loss or damage to products in transit shall be made to the carrier and not to Northern Woodsmen. Northern Woodsmen shall not be liable for any damage as a result of any delay due to any cause beyond Northern Woodsmen’s reasonable control, including, without limitation, any act of God, act of Buyer, embargo or other governmental act, regulation or request, fire, accident, strike, slow-down, war, riot, delay in transportation, or inability to obtain necessary labor, materials, or manufacturing facilities.
- Payment. For e-commerce transactions, payment is to be made in U.S. Dollars at the time of placement of order with Northern Woodsmen. For all other transactions, payment is to be made in U.S. Dollars, net FIFTEEN (15) DAYS from date of invoice on approved credit, unless otherwise specified on the face hereof or on the invoice. If during the period of performance of an order, the financial condition of Buyer declines, or if Buyer shall fail to make any payments in accordance with Northern Woodsmen’s terms, Northern Woodsmen may require full or partial payments in advance before proceeding with the order. Late payments accrue a late charge of 1% per month but shall not exceed the maximum rate allowed by law. Buyer shall reimburse Northern Woodsmen for all costs incurred in collection of unpaid invoices, including reasonable attorneys’ fees. In the event any monies owed by Buyer to Northern Woodsmen are past due, Seller may suspend shipment of product until such time as payments are brought current. Buyer grants to Northern Woodsmen a priority lien, purchase money security interest, and/or chattel mortgage in the products, and in any accounts receivable or cash from the resale thereof, until full payment is made by Buyer to Northern Woodsmen, as well as any interest, finance charge, late fees, and Northern Woodsmen’s costs of collection, including reasonable attorneys’ fees. Northern Woodsmen may file financing statements to perfect the security interest herein.
- Taxes and Other Charges. All taxes imposed by any governmental authority on, or measured by, the transaction between Northern Woodsmen and Buyer shall be paid by Buyer in addition to the price quoted or invoiced. In the event Northern Woodsmen is required to pay any liability for such tax or charge, Buyer shall indemnify Northern Woodsmen and hold Northern Woodsmen harmless from and against all liability relating to such tax.
- Manufacturer Warranty. Buyer acknowledges that Northern Woodsmen is not the manufacturer of any of the products sold hereunder. All product warranties are provided by the respective manufacturer of the product. Northern Woodsmen will pass through to the Buyer any applicable warranties of the manufacturer to the extent permissible and perform warranty repairs on behalf of the manufacturer when authorized by the manufacturer. Notwithstanding anything to the contrary, Northern Woodsmen’s liability shall be limited to the replacement value of the products purchased from it.
- Disclaimers of Warranty and Liability. THE FOREGOING WARRANTY PROVIDED IN SECTION 6 HEREOF IS EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF NONINFRINGEMENT. Northern Woodsmen shall not be subject to any other obligations or liabilities whatsoever with respect to the products or any acts or omissions relating thereto. No waiver, alteration or modification of the foregoing shall be valid, unless made in writing and signed by an officer of Northern Woodsmen. None of Northern Woodsmen’s agents, employees, or representatives have any authority to bind Northern Woodsmen to any affirmation, representation, or warranty other than those stated herein.
- Cancellation and Return. No order accepted by Northern Woodsmen may be canceled or altered by Buyer except upon terms and conditions acceptable to Northern Woodsmen as set forth in Northern Woodsmen’s “Returns Policy” as stated on Northern Woodsmen’s website at https://northernwoodsmen.com/returns-policy or as evidenced by written consent signed by an officer of Northern Woodsmen. In the event of such approved cancellation by Buyer, Northern Woodsmen shall be entitled to payment for any cost incurred in the preparation of Buyer's order to the date of cancellation. Products may be returned to Northern Woodsmen only pursuant to the “Returns Policy” or with Northern Woodsmen’s written permission, signed by an officer of Northern Woodsmen.
- Disclaimer of Consequential and Incidental Damages and Other Liability; Buyer's Indemnity. Northern Woodsmen’s liability with respect to breaches of warranties shall be limited as provided in Sections 6 and 7 hereof. NORTHERN WOODSMEN SHALL NOT BE SUBJECT TO AND DISCLAIMS: (a) ANY OTHER OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT, EXPRESS OR IMPLIED WARRANTY, OR UNDER STATUTE; (b) ANY OBLIGATIONS WHATSOEVER ARISING FROM TORT CLAIMS OR ARISING OUT OF OTHER THEORIES OF LAW WITH RESPECT TO PRODUCTS SOLD BY NORTHERN WOODSMEN, OR ANY UNDERTAKING, ACTS OR OMISSIONS RELATING THERETO; (c) ALL CONSEQUENTIAL, INCIDENTAL AND CONTINGENT DAMAGES WHATSOEVER; AND (d) ALL LABOR OR OTHER COSTS INCURRED IN REPAIRING, REMOVING, INSTALLING, SERVICING OR HANDLING OF ANY PRODUCTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NORTHERN WOODSMEN SPECIFICALLY DISCLAIMS LIABILITY FOR THE TORTS OF NEGLIGENCE, MISREPRESENTATION, AND STRICT LIABILITY, AND ANY LIABILITY FOR PENALTIES, SPECIAL OR PUNITIVE DAMAGES, DAMAGES FOR LOST PROFITS OR REVENUES OR FOR ANY OTHER TYPES OF ECONOMIC LOSS. Buyer shall indemnify and hold Northern Woodsmen harmless against any and all losses, liabilities, damages and expenses (including, without limitation, attorneys’ fees and other costs of defending any action) which Northern Woodsmen may incur as a result of any claim by Buyer or others arising out of or in connection with the products sold hereunder which are not proven to have been caused solely by Northern Woodsmen’s breach of warranty under Section 6 hereof. Northern Woodsmen’s prices are based on the policies stated herein which limit its liability. If Buyer desires for Northern Woodsmen to provide a warranty greater than that which is stated above, then Northern Woodsmen will adjust upwards the price for the products to reflect the additional expense to Northern Woodsmen which such a warranty obligation could cause. Buyer acknowledges that Northern Woodsmen’s price is lower than it otherwise would be because of Northern Woodsmen’s limited warranty and disclaimer of tort liability, and specifically because of Northern Woodsmen’s disclaimer of the torts of negligence, misrepresentation, and strict liability. Buyer further acknowledges that the lower contract price given in exchange for such disclaimers forms part of the basis of this bargain. No waiver, alteration or modification of the foregoing shall be valid, unless made in writing and signed by an officer of Northern Woodsmen.
- Solvency. Buyer hereby represents and warrants to Northern Woodsmen that Buyer is solvent as of the date of this writing and will remain solvent at the time of delivery. In the event Buyer is not solvent at the time of delivery, the fact of such insolvency shall in and of itself constitute a rightful rejection of the products under §402.602 of the Wisconsin Statutes. Buyer agrees to provide Northern Woodsmen with immediate written notice of such insolvency by email to Northern Woodsmen at info@northernwoodsmen.com, or mail to Northern Woodsmen, LLC, 732 S. Kane Street, Burlington WI 53105. Furthermore, in the event Buyer is not solvent at the time of delivery, this document shall serve as notice of Northern Woodsmen’s intent to reclaim all products delivered hereunder and shall create a security interest in all such products.
- Mandatory Arbitration. Except for the collection by Northern Woodsmen of unpaid invoices in accordance with Section 4, all claims, matters in dispute, or controversies of every kind or nature of the parties related to these terms and conditions or the sale of the products (hereinafter “disputes”) shall be resolved by arbitration conducted by, and in accordance with, the rules of the American Arbitration Association (“AAA”) with such arbitration to be held in Racine County, Wisconsin.
- Severability. Each provision of this agreement shall be considered severable and if for any reason any provision hereof is determined to be invalid and contrary to law, to the extent permitted by law, such invalidity shall not impair the operation of or affect those portions of this agreement which are valid.
- Final Agreement. This writing is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms and conditions of their agreement. Any subsequent modification or amendment to it may be made only in writing signed by both parties hereto. This writing and these terms and conditions shall be governed by and construed according to the internal laws of the State of Wisconsin. Buyer agrees that the Racine County, Wisconsin circuit court is the exclusive venue for all actions related to this agreement or the products sold hereunder, and Buyer subjects itself to the jurisdiction of such court and waives all rights to challenge such jurisdiction and/or venue.