1. Acceptance. Acceptance of this Purchase Order (“PO”) is acceptance of all terms hereof. Shipment of any
part of this PO shall constitute acceptance of all terms hereof. No changes or modifications to this PO shall
be made. No terms of sales or terms in any PO confirmation shall be binding on First District (“Buyer”).
2. Shipping Requirements. Time is of the essence. Packing slips must be included in all shipments. PO
number must be shown on each package, packing slip and invoice, as well as the specific quantity set forth
in the PO. Any different quantity is subject to rejection and return at Seller’s expense. Seller shall package
goods in accordance with Buyer’s standard packing requirements.
3. Price. The price shall be the price specified on this PO exclusive of any and all fees and charges. If no
price is specified, the price applied to this PO shall be the lowest of (a) the last price quoted by Seller, (b)
the price last paid by Buyer, or (c) the price last communicated by Buyer. Seller agrees that Buyer is not
required to purchase any quantity or output of product other than the quantity specified in any PO,
notwithstanding any prior quantity commitment. Filling this PO creates a new contract. Buyer does not
agree to pay any charges, fees, duties, charge backs, slotting or other costs, unless agreed upon in writing
4. Payment. Unless otherwise agreed, invoices shall be paid according to the terms specified on the PO.
5. Risk of Loss. Delivery of goods shall be FOB Buyer’s dock, unless otherwise stated on the PO. Seller
shall be responsible for the safe and proper loading of goods onto the transportation carrier, and risk of
loss or damage to the goods shall transfer to Buyer only upon its receipt of unloaded goods at its dock.
Unless otherwise stated in this PO, Seller is responsible for transportation, loading and freight charges and
6. Applicable Laws. Seller agrees that goods shipped to Buyer under this PO will be produced in compliance
with all federal, state and local laws, rules, regulations and ordinances.
7. Specifications. Seller warrants that all the materials, articles and goods covered by this PO will be in
accordance with Buyer’s specifications and free from defects, fit for the purpose intended, and
8. Insurance. Seller shall obtain and maintain, at its expense, comprehensive general liability insurance
including products liability insurance with a combined single limit for bodily injury and property damage
of not less than One Million U.S. Dollars ($1,000,000.00) per occurrence and Two Million U.S. Dollars
($2,000,000.00) in the aggregate.
9. Indemnification. Seller shall indemnify, defend and hold harmless, Buyer and its affiliated companies and
its respective agents, members, shareholders, officers, directors, employees, and contractors, from and
against any and all third-party actions, proceedings, claims, damages, expenses and fees (including
attorneys’ fees and costs) arising or connected with this PO, the goods, or any act or omission of Seller.
10. Title. Seller warrants that it has good title to the goods free from liens and encumbrances.
11. Cancellation or Modification. Buyer reserves the right to cancel or modify all or any part of the
undelivered portion of this PO. In such event, Buyer shall have no obligation to pay any costs incurred by
12. Inspection and Acceptance. All goods shall be received subject to Buyer’s right of inspection and
rejection. Defective goods or goods not in accordance with Buyer’s specifications will be held at Seller’s
risk and if Seller so directs will be returned at Seller’s expense. If inspections reveal that part of the goods
are non-compliant or defective, Buyer may elect to cancel the entire PO. Payment prior to inspection shall
not constitute acceptance and is without prejudice to any claims that Buyer may have against Seller.
13. Release. By accepting this PO, Supplier releases First District Association from any and all claims, causes
of actions or disputes that Supplier has with First District Association arising out of events that transpired
prior to filling this PO.
14. Interpretation of Contract. This contract shall be construed according to the laws of the State of
Minnesota. No terms included in any invoice, confirmation or terms of sale, or other communication from
Seller shall be binding on Buyer. Seller agrees that in any dispute related to this PO, the goods, or with
Buyer, that any claim shall be brought exclusively in Minnesota. Seller waives any objection to venue or
jurisdiction in Minnesota. This PO may not be assigned without Buyer’s written consent.