LaRoche Tree Service Inc.
Terms and Conditions of Timber Harvesting and Sales
Preamble:
These Terms and Conditions of Timber Harvesting and Sales (“Terms and Conditions”) apply to, and become a material part of, the Purchase Orders executed by landowners, as such landowners are identified in such Purchase Orders (hereinafter “Landowner”), where Landowner seeks to Purchase timber from, and to allow LaRoche Tree Service, Inc. (hereinafter “Purchaser” or “Logging Contractor”) to harvest timber on, the premises identified in said Purchase Orders. As such, the Purchase Orders executed by Landowners together with these Terms and Conditions, and any other attachments or documents so designated, form the agreement of the parties governing the harvesting, sale and purchase of all timber identified in said Purchase Orders (the “Agreement”).
Singular and Plural: Words used in these Terms and Condition in the singular, where the context so permits, shall be deemed to include the plural and vice versa. The definitions of words in the singular herein shall apply to such words when used in the plural where the context so permits and vice versa.
Article I:
A. By executing a Purchase Order-Timber for the sale of timber to, and allowing the harvesting of timber by, LaRoche Tree Service Inc. (such Purchase Order hereinafter referred to as “PO”), Landowner permits and grants rights to Logging Contractor to harvest all the merchantable timber within the property that is identified in the PO (the “Property”).
B. The Landowner signing the PO stipulates that the signer is the sole owner of the Property, or in the case where there are multiple owners of the Property, each signer stipulates that the signers of the PO comprise the entirety of all owners of the property, and each further stipulates that the owners of the Property signing the PO have the full right and power to dispose of the timber in the manner specified by the Agreement.
C. The Landowner further agrees to allow the Purchaser to enter upon the above-described premises with its equipment for the purpose of cutting and removing such timber as is included in the terms of this Agreement.
D. The rights given to Purchasers under this Agreement shall not be assigned in whole or in part without the written consent of the Landowner.
E. During the term of this Agreement, Purchaser will exercise due care to prevent and suppress timber fires on the Property, and shall require its employees, contractors and employees of contractors to do likewise. Purchaser shall be liable for all damages caused by a fire or fires started by its acts or those of its employees, contractors or employees of contractors. Landowner shall not be liable for fire losses or accidents which may occur in connection with prosecution of work by the Logging Contractor its employees, its contractors or the employees of its contractors.
F. All timber included in this agreement shall remain the property of the Landowner until paid for in full by Purchaser.
G. Logging Contractor further agrees to cut and remove the timber in accordance with the following conditions:
1. Harvesting will begin and end pursuant to the Harvest Period identified in the PO, unless modified in writing by Landowner and Purchaser. Final payment for harvested timber shall be made by the end date of the Harvest Period identified in the PO.
2. The PO details the area of the harvest and the trees to be cut. If further description, or pictorial/diagram depictions are required to appropriately and reasonably identify the area of harvest and trees to be cut, such descriptions and/or pictures/diagrams must be attached to and incorporated into the PO and acknowledged within the PO as such.
3. Access for trucks and other harvesting equipment shall be on land owned by the Landowner, unless other arrangements are made, as follows: Securing rights-of-way over private land shall be the responsibility of, and arranged by, Purchaser. Landowner agrees to cooperate and assist Purchaser with obtaining any required rights-of-way permissions/authorizations. As applicable, Purchaser agrees to abide by the terms, rules and regulations governing Landowner right of access, and by signing this Agreement, Landowner acknowledges that he/she has informed Purchaser of any terms, rules and regulations governing Landowner’s right to access on the Property.
4. All harvested trees shall be used to the fullest extent for commercial products for which the particular timber is reasonably suited, according to published specifications of applicable markets for such timber.
5. Stump heights shall be cut as low as reasonably possible. Reasonable care shall be taken to protect all trees that are not designated for cutting to prevent damage to them in felling and yarding the designated trees.
6. Care shall be taken at all times by Logging Contractor against fire.
7. Purchaser agrees to abide by all local, state and federal laws and regulations, including but not limited to environmental, wildlife conservation, litter control and work/site/harvesting permitting regulations, while conducting harvesting operations on the Property. Purchaser is responsible for obtaining any work/site/harvesting permits as required for the Harvesting operations.
8. Marking Property Lines: The Landowner is responsible for establishing, identifying and clearly marking property lines.
9. Landowner will comply with any and all applicable laws with regards to harvesting in his/her Property.
Article II:
A. The Logging Contractor agrees to pay Landowner for the said timber at the rates identified in the PO.
B. Payments shall be made on a weekly basis and the final payment shall be made on the last day of the Harvest Period identified in the PO. Scale slips, if used to determine pricing, will be presented to both parties with each payment.
C. Failure of Landowner to make payments in a timely manner constitutes a material breach of the Agreement, and in such event Purchaser may discontinue its timber harvesting without prior notice to Landowner. All operations, including removal of the cut timber, may be suspended by either party if conditions of the Agreement are violated. Continued violation of the terms of the Agreement shall be sufficient cause for its termination.
General Provisions:
A. Indemnity:
1. Notwithstandng any other provisions of this Agreement, Landowner hereby releases, and shall defend, indemnify and hold harmless Purchaser from and against all claims, liabilities, damages and costs arising directly or indirectly out of, or related to, Landowner’s fault or negligence of Landowner, and/or that of any persons located in the Property who are not under the control of Purchaser. Landowner’s obligations under this paragraph shall survive termination or expiration of the Agreement.
2. Notwithstandng any other provisions of this Agreement, Purchaser hereby releases, and shall defend, indemnify and hold harmless Landowner from and against all claims, liabilities, damages and costs arising directly or indirectly out of, or related to, Purchaser’s negligence, strict liability or product liability of Purchaser, and/or that of any permitted employee or contractor of Purchaser, pertaining to the services performed under this Agreement. Purchaser’s obligations under this paragraph shall survive termination or expiration of the Agreement. .
B. Cancellation: The Agreement may be cancelled by either party with 30 days written notice, which will be sufficient time for Logging Contractor to finish yarding, processing and delivering any trees already cut at the time of cancellation.
C. Miscellaneous: These Terms and Conditions, the PO, and any incorporated attachments that form the terms of the Agreement, state the entire agreement between the parties and supersedes all prior agreements relating to the timber harvesting, timber sales and the subject matter hereof. Should any part of the Agreement not be legally enforceable, it shall be stricken, leaving all other parts of the Agreement intact, valid and enforceable. No waiver by either party of any provision of the Agreement shall be deemed a waiver of any other provision or of any subsequent breach of the same provision. The Agreement may only be modified in writing, signed by both parties and such written modifications shall specifically reference these Terms and Conditions, the PO to which it applies and the incorporation of said modifications into the Agreement. The Agreement is binding on the parties and their respective heirs, representatives, successors and assigns. All matters relating to the Agreement shall be governed by the laws of the State of Ohio.