Patrick Hardwoods Terms and Conditions of Log Purchase

Effective Date: September 1, 2025

Nature of Agreement. These Terms and Conditions of log purchase (“Terms and Conditions”) govern all purchases of logs (“Logs”) meeting the specifications set forth in the log purchase agreement made by Patrick Hardwoods, LLC, an Oregon limited liability company (“Patrick Hardwoods”), from a seller (“Vendor”) in connection with Patrick Hardwoods’ log purchase agreement (“Log Purchase Agreement”). These Terms and Conditions constitute the entire agreement between the parties (replacing any other agreements, Vendor acknowledgements or other sales documentation, understandings, representations, or communications) with respect to such sales, except for (i) such details of price, quantity, specification, payment, delivery, documents accompanying delivery, and the like as are specified on the Log Purchase Agreement for the Logs, (ii) any applicable written specifications, and (iii) any superseding terms and conditions as described below.

Additional written or other terms and conditions proposed by Vendor in its sales documentation, exchange of electronic messages, or otherwise will not be effective unless specified in the Log Purchase Agreement or other written agreement signed by the parties. Should any Log Purchase Agreement, these Terms and Conditions, or any specifications be in conflict, the Log Purchase Agreement shall prevail.
Price. Prices set forth in the Log Purchase Agreement are (i) set forth in United States dollars; (ii) firm and not subject to increase; (iii) inclusive of all costs to prepare and deliver the Logs; and (iv) Patrick Hardwoods shall not be liable for any taxes or governmental charges or fees with respect to the Log Purchase Agreement other than those which Vendor is required by law to collect directly from Patrick Hardwoods, if any.

Payment; Invoicing. Patrick Hardwoods will pay for the Logs, in United States dollars, upon invoicing by Vendor after weight tickets have been mailed by Patrick Hardwoods on the first Monday following delivery. Payment will be made on the first or fifteenth day of the month following receipt of Vendor’s invoice.

Cancellation. Patrick Hardwoods shall have the right at any time and from time to time, without cause, to cancel all or any part of an undelivered portion of Logs identified in the Log Purchase Agreement by written or verbal notice to Vendor. In the event of such cancellation, Patrick Hardwoods shall not be liable to Vendor for loss of anticipatory profits. The provisions of this section shall not limit or affect the right of Patrick Hardwoods to terminate the Log Purchase Agreement for default by Vendor.

Shipping Terms. Vendor shall not make any material commitment or production arrangement in excess of the amounts, nor in advance of the time necessary to meet Patrick Hardwoods’ delivery schedule for Logs set forth in the Log Purchase Agreement. Any excess commitments or arrangements shall be at Vendor’s own risk. Patrick Hardwoods shall not be liable for Logs shipped in advance of or in excess of scheduled deliveries.

Delivery. Delivery of the Logs will be to the destination specified in the Log Purchase Agreement.

Inspection. All delivered Logs will be subject to inspection by Patrick Hardwoods within a reasonable time of delivery, not to exceed 5 days. Patrick Hardwoods’ determination of conformity shall be conclusive.

Acceptance. Logs that do not meet the specifications set forth in the Log Purchase Agreement as determined by Patrick Hardwoods may be rejected by Patrick Hardwoods. Logs that are rejected by Patrick Hardwoods shall be hauled away by Vendor at Vendor’s sole expense. Logs that are not rejected by Patrick Hardwoods after inspection are deemed to be accepted by Patrick Hardwoods. Title to and risk for the loss of, or damage to, the Logs will pass from the Vendor to Patrick Hardwoods upon acceptance of the Logs by Patrick Hardwoods after delivery and inspection.

Representations & Warranties of Vendor. Unless otherwise agreed to by the Vendor and Patrick Hardwoods in writing, Vendor represents and warrants that:
1. it has title to all Logs delivered under the Log Purchase Agreement, free and clear of all encumbrances, taxes, dues and other charges; and
2. the Logs will conform to the description and specification set forth in the Log Purchase Agreement upon delivery to the destination specified in the Log Purchase Agreement.

Indemnity. Vendor agrees to indemnify and hold harmless Patrick Hardwoods and its managers, members, customers, agents, representatives and employees (collectively, the “Affiliates”), for, from and against all claims, liabilities, damages, losses, liens (including loggers’ liens), fees or charges and expenses, including attorneys’ fees and costs of suit (including, without limitation, a proceeding in bankruptcy, and any appeal) suffered by Patrick Hardwoods or its Affiliates, including from claims asserted by third-parties, that are connected with any act or omission by Vendor related to the sale and purchase of the Logs, including (i) breaches of these Terms and Conditions and/or the Log Purchase Agreement, and (ii) any breach of confidentiality obligations set forth below.
Insurance. Unless otherwise agreed, Vendor shall, at its sole expense, maintain Commercial General Liability with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate; Automobile Liability with limits of not less than $1,000,000 per occurrence and will, as and when requested by Patrick Hardwoods, provide proof of such insurance.

Force Majeure. Neither party shall be in breach of its obligations for failure to perform due to force majeure, that is, forces beyond its control, including war or insurrection, civil commotion, acts of nature, pandemic, government actions or laws, strikes or lockouts, fire, rioting, terrorist acts, threats or risk to personal safety of employees, material shortages, or unforeseen business interruptions occurring through no fault of the party.

Compliance with Laws. Each party will comply at all times and in all respects with the requirements of all federal, state, county and local laws, rules, codes, executive orders and regulations. Upon Patrick Hardwoods’ request, Vendor will promptly provide Patrick Hardwoods with a statement of origin for all Logs delivered pursuant to the Log Purchase Agreement.

Vendor’s Default. Should (i) Vendor default in performance with respect to the applicable Log Purchase Agreement or other obligation pursuant to these Terms and Conditions, (ii) any insolvency proceedings be instituted by or against Vendor, or (iii) Vendor make any assignment for the benefit of creditors or have a receiver or similar third-party appointed with respect to any of its assets, Patrick Hardwoods may at its option cancel any Log Purchase Agreement between the parties where the Logs have not yet been delivered and be entitled to recover from Vendor any damages it may suffer as a result of such cancellation.

Should Vendor breach these Terms and Conditions by failing to deliver conforming Logs, Vendor shall either (i) promptly ship conforming Logs at its expense in accordance with the breached Log Purchase Agreement, or (ii) refund Patrick Hardwoods what it paid for the non-conforming Logs, at Patrick Hardwoods’ election.
Mediation and Arbitration. Any dispute or claim that arises out of or that relates to the these Terms and Conditions, or to the interpretation or breach thereof, or to the existence, validity, or scope of these Terms and Conditions or the arbitration agreement, shall be resolved by arbitration in accordance with the then effective arbitration rules of (and by filing a claim with) Arbitration Services of Portland, Inc., and judgment upon the award rendered pursuant to such arbitration may be entered in any court having jurisdiction thereof. The parties acknowledge that mediation helps parties settle their disputes and any party may propose mediation whenever appropriate through Arbitration Service of Portland or any mediator selected by the parties.
Jurisdiction. The exclusive jurisdiction for resolution of any claims between the parties brought in court shall be in any federal or state court located in the State of Oregon, provided, however, that Patrick Hardwoods shall nonetheless be entitled to bring suit against Vendor in such other jurisdictions where Patrick Hardwoods may be able to obtain jurisdiction over Vendor. Any mediation or arbitration shall take place in the State of Oregon.
Governing Law. Any and all claims arising between the parties shall be governed by the laws of the State of Oregon, without reference to its principles of conflicts of law.
Attorneys’ Fees. The prevailing party in any arbitration, suit or action shall be entitled to its reasonable attorneys’ fees, costs, and litigation expenses incurred, including in any proceeding in bankruptcy, whether at arbitration, in the trial court or on appeal. The determination of who is the prevailing party and the amount of reasonable attorneys’ fees, costs, and litigation expenses shall be decided by the arbitrator (with respect to attorneys’ fees incurred prior to and during the arbitration proceedings) and by the court or courts, including any appellate court, in which such matter is tried, heard or decided.
Confidentiality. Each party will (i) keep confidential, and not disclose, and (ii) use only in connection with sales of the Logs between the parties, all of the other party’s Confidential Information that may be learned in the course of the parties’ relationship. This obligation is perpetual. “Confidential Information” means all information that a business would normally keep to itself, and specifically includes sourcing, pricing, manufacturing processes, product descriptions, contract terms, technical data, the nature of business relationships, product know-how, identity of customers, sales and market projections, strategies, business practices, new product development, and financial information. All Confidential Information will be protected by each party with at least the same degree of care as each would use with its own proprietary information. All Confidential Information will remain the property of the party initially possessing it and be immediately returned to the other party on request.
Notices. Any notice to be given to a party must be in writing and to one or more email or physical addresses most likely to effectively reach an appropriate party representative.
Severability. If any portion of these Terms and Conditions is held invalid or unenforceable, the remainder will continue in full force and effect and the invalid or unenforceable portion will be replaced by such provision as will best effect the original intention of the parties.
No Waiver. A party’s failure to insist on performance of any part of a Log Purchase Agreement or these Terms and Conditions or failure to exercise any right thereunder on one or more occasions will not constitute a waiver of any right to demand future performance or to exercise a right in the future.
Rights and Remedies Cumulative. All rights and remedies provided in these Terms and Conditions are cumulative and not exclusive, and the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available.
No-Assignment. No Log Purchase Agreement may be assigned by Vendor except with the consent of Patrick Hardwoods. Patrick Hardwoods may assign any Log Purchase Agreement. Assignment will not release the assigning party from its obligations under the Log Purchase Agreement and these Terms and Conditions unless that is expressly agreed to in writing by the other party.
Independent Legal Advice. The Vendor acknowledges receipt and confirms that it has read, understands and agrees with all of the provisions of the Log Purchase Agreement and these Terms and Conditions and has had the opportunity to obtain independent legal advice.
Binding Effect. These Terms and Conditions are binding on and inure to the benefit of Patrick Hardwoods and Vendor and their respective permitted successors and permitted assigns.