Legal + Data Disclaimer

CLAAS is pleased to welcome you to our website and appreciates your interest in our products.

Legal + Data Disclaimer

CLAAS is pleased to welcome you to our website and appreciates your interest in our products.

General Terms and Conditions of Purchase of CLAAS Omaha Inc. (09/2023)
1. Applicability

1.1 This purchase order is an offer by CLAAS Omaha Inc. ("CLAAS") for the purchase of the goods specified on the face of this purchase order (the "Goods") from the party to whom the purchase order is addressed (the "Seller") in accordance with and subject to these terms and conditions (the "Terms"; together with the terms and conditions on the face of the purchase order, the "Order"). This Order, together with any documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the Order, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Order. The Order expressly limits Seller's acceptance to the terms of the Order. These Terms prevail over any terms or conditions contained in any other documentation and expressly exclude any of Seller's general terms and conditions of sale or any other document issued by Seller in connection with this Order.

1.2 These Terms also apply to any repaired or replacement Goods provided by Seller hereunder.

1.3 CLAAS is not obligated to any minimum purchase or future purchase obligations under this Order.

1.4 This Order is not binding on CLAAS until Seller accepts the Order in writing or starts to perform in accordance with the Order. If Seller does not accept the Order in writing within five (5) days of Seller's receipt of the Order, this Order will lapse. CLAAS may withdraw the Order at any time before it is accepted by Seller.

1.5 No change to this Order is binding upon CLAAS unless it is in writing, specifically states that it amends this Order and is signed by an authorized representative of CLAAS.

2. Termination

2.1 CLAAS may terminate this Order, in whole or in part, at any time with or without cause for undelivered Goods on five (5) days' prior written notice to Seller. In addition to any remedies that may be provided under these Terms, CLAAS may terminate this Order with immediate effect upon written notice to the Seller, either before or after the acceptance of the Goods, if Seller has not performed or complied with any of these Terms, in whole or in part. If the Seller becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, then the CLAAS may terminate this Order upon written notice to Seller. If CLAAS terminates the Order for any reason, Seller's sole and exclusive remedy is payment for the Goods received and accepted by CLAAS prior to the termination.

2.2 Upon the expiration or earlier termination of this Agreement for any reason, to the extent requested by CLAAS in writing, Seller will take the following actions and such other actions as may be reasonably required by CLAAS to transition production of Goods from Seller to an alternative seller without production disruptions:

(a)    manufacture, deliver, and sell to CLAAS a sufficient inventory bank of Goods to ensure that the transition will proceed smoothly and without interruption or delay to CLAAS's or CLAAS's customers' production of products incorporating the Goods, with pricing equivalent to the pricing in effect immediately before expiration or termination;

(b)    for any non-standard (i.e., not "off-the-shelf") Goods, promptly: 

(i)    provide to CLAAS all requested information and documentation regarding and access to Seller's manufacturing process, including on-site inspections, bill-of-material data, tooling and process detail and samples of supplies and components; and

(ii)    assign to CLAAS or an alternative seller any or all supply contracts or orders for raw materials or components relating to this Agreement and any outstanding Purchase Orders;

(c)    sell to CLAAS, at Seller's actual cost, any or all work-in-process and any raw-materials inventory relating to this Agreement and any outstanding Purchase Orders; [and]

(d)    sell to CLAAS any or all finished Goods.

3. Delivery

3.1 Seller shall deliver the Goods in the quantities and on the date(s) specified in this Order or as set forth in the delivery schedules or call-off orders issued by CLAAS (the "Delivery Date"). If no delivery date is specified, Seller shall deliver the Goods within 30 days of Seller's receipt of the Order. Timely delivery of the Goods is of the essence. If Seller fails to deliver the Goods in full on the Delivery Date, CLAAS may terminate the Order immediately by providing written notice to Seller and Seller shall indemnify CLAAS against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller's failure to deliver the Goods on the Delivery Date. CLAAS has the right to return any Goods delivered prior to the Delivery Date at Seller's expense and Seller shall redeliver such Goods on the Delivery Date.

3.2 If Seller delivers more than 105% or less than 95% of the quantity of Goods ordered, CLAAS may reject all or any excess Goods. Any such rejected Goods shall be returned to Seller at Seller's risk and expense. If CLAAS does not reject the Goods and instead accepts the delivery of Goods at the increased or reduced quantity, the Price for the Goods shall be adjusted on a pro-rata basis. 

3.3 Delivery shall be made FCA  Incoterms® 2020 in accordance with the terms on the face of this Order. Seller shall give written notice of shipment to CLAAS when the Goods are delivered to a carrier for transportation. Seller shall provide CLAAS all shipping documents, including the commercial invoice, packing list, bill of lading and any other documents necessary to release the Goods to CLAAS within 3 business days after Seller delivers the Goods to the transportation carrier. The Order number must appear on all shipping documents, shipping labels, bills of lading, invoices, correspondence and any other documents pertaining to the Order.

3.4 All Goods shall be delivered to the address specified in this Order (the "Delivery Location") or as otherwise instructed by CLAAS. 

3.5 Title passes to CLAAS upon delivery of the Goods to the Delivery Location. Seller bears all risk of loss or damage to the Goods until delivery of the Goods to the Delivery Location.

4. Price and Payment Terms

4.1 The price of the Goods is the price stated in the Order (the "Price"). If no price is included in the Order, the Price shall be the price set out in Seller's published price list in force as of the date of the Order. Unless otherwise specified in the Order, the Price includes all packaging, transportation costs to the Delivery Location, insurance, customs duties and fees and applicable taxes, including, but not limited to, all sales, use or excise taxes. No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of CLAAS.

4.2 Seller shall issue an invoice to CLAAS on or any time after the completion of delivery and only in accordance with the Terms. CLAAS shall pay all properly invoiced amounts due to Seller within 30 days after CLAAS’ receipt of such invoice, except for any amounts disputed by CLAAS in good faith. All payments hereunder must be in US dollars and made by ACH.

4.3 Without prejudice to any other right or remedy it may have, CLAAS reserves the right to set off at any time any amount owing to it by Seller against any amount payable by CLAAS to Seller. 

5. Warranties

5.1 Seller warrants to CLAAS that for a period of 24 months from the Delivery Date (“Warranty Period”), all Goods will: (a) be free from any defects in workmanship, material and design; (b) conform to applicable specifications, drawings, designs, samples and other requirements specified by CLAAS; (c) be fit for their intended purpose and operate as intended; (d) be merchantable; (e) be free and clear of all liens, security interests or other encumbrances; and (f) not infringe or misappropriate any third party's patent or other intellectual property rights. These warranties survive any delivery, inspection, acceptance or payment of or for the Goods by CLAAS. These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of CLAAS’ discovery of the noncompliance of the Goods with the foregoing warranties. If CLAAS gives Seller notice of noncompliance with this Section, Seller shall, at its own cost and expense, within 5 days replace or repair the defective or nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming goods to Seller and the delivery of repaired or replacement Goods to CLAAS.

6. Compliance with Law

6.1 Seller shall notify CLAAS in writing upon receipt of this Purchase Order if any goods furnished are subject to laws or regulations relating to hazardous or toxic substances, or, when disposed of, to regulations governing hazardous wastes or to any other environmental or safety and health regulations.  Seller shall furnish all appropriate shipping certification and instructions for shipping, safety, handling, exposure and disposal in a form sufficiently clear for use by CLAAS’ non-technical personnel and sufficiently specific to identify all action which the user must take concerning the material. The following certification shall be made on the bill of lading: "This is to certify that the above named articles are properly classified, described, packaged, marked and labeled and are in proper condition for transportation according to any applicable transportation regulations."

6.2 Seller is in compliance with and shall comply with all applicable laws, regulations and ordinances. Seller has and shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under the Order. Seller shall comply with all export and import laws of all countries involved in the sale of Goods under this Order. Seller assumes all responsibility for shipments of Goods requiring any government import clearance. CLAAS may terminate this Order if any government authority imposes antidumping duties, countervailing duties or any retaliatory duties on the Goods.

7. Inspection; Nonconforming Goods

7.1 CLAAS has the right to inspect the Goods on or after the Delivery Date. CLAAS, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective. If CLAAS rejects any portion of the Goods, CLAAS has the right, effective upon written notice to Seller, to: (a) rescind the Order in its entirety; (b) accept the Goods at a reasonably reduced price; or (c) reject the Goods and require replacement of the rejected Goods. If CLAAS requires replacement of the Goods, Seller shall, at its expense, within 5 days replace the nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective goods and the delivery of replacement Goods. If Seller fails to timely deliver replacement Goods, CLAAS may replace them with goods from a third party and charge Seller the cost thereof and terminate this Order for cause pursuant to Section 2. Any inspection or other action by CLAAS under this Section shall not reduce or otherwise affect Seller's obligations under the Order, and CLAAS shall have the right to conduct further inspections after Seller has carried out its remedial actions.

7.2 The making or failure to make any inspection of or payment for the goods or services covered by this Purchase Order shall in no way impair CLAAS’ right to reject non-conforming or defective goods or services nor be deemed to constitute acceptance by CLAAS of the goods or services, nor in any way affect Seller's obligations under this Purchase Order, notwithstanding CLAAS’ knowledge of any non-conformity or defect, the substantiality or ease of discovery of any such non-conformity or defect nor CLAAS’ failure to earlier reject the goods or services.

8. Packaging

8.1 All Goods shall be packed for shipment according to CLAAS’ instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition. Seller must provide CLAAS prior written notice if it requires CLAAS to return any packaging material. Any return of such packaging material shall be made at Seller's expense.

8.2 During the term of the Order and for the Warranty Period, Seller shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in a sum no less than $5,000,000.00 with financially sound and reputable insurers. Upon CLAAS’ request, Seller shall provide CLAAS with a certificate of insurance from Seller's insurer evidencing the insurance coverage specified in this Order. The certificate of insurance shall name CLAAS as an additional insured. Seller shall provide CLAAS with 30 days' advance written notice in the event of a cancellation or material change in Seller's insurance policy. Except where prohibited by law, Seller shall require its insurer to waive all rights of subrogation against CLAAS’ insurers and CLAAS or the Indemnitees.

9. Trade Regulations

9.1 Seller shall be responsible for customs clearance of imported Goods.  All customs duties shall be paid by the Seller.  Seller shall provide certificates of origin to CLAAS. 

9.2 The Seller is in compliance with all laws administered by the Office of Foreign Assets Control, US Department of the Treasury and any other governmental entity imposing economic sanctions and trade embargoes ("Economic Sanctions Laws") against designated countries, regimes, entities, and persons (collectively, "Embargoed Targets"). The Seller is not, and for 5 years prior to the date of each Order has not been, an Embargoed Target or otherwise subject to any Economic Sanctions Law.  The Seller acknowledges that the Goods may be exported by CLAAS.  The Seller represents that (a) the supply of the Goods to CLAAS will not violate any Economic Sanctions Law and (b) the Goods are all classified under EAR 99.

9.3 Seller shall not, and shall ensure that its suppliers, subcontractors, and other business partners involved in the mining, production, or manufacture of the Goods ("Subcontractors") do not, use any form of convict, indentured, or forced labor, including forced or indentured child labor or labor of North Korean citizens or nationals at any stage of the mining, production, or manufacturing process for the Goods or any of its components. Seller shall, and shall ensure that its Subcontractors, comply with CLAAS' Supplier Code of Conduct, a copy of which can be found at

10. Indemnity

10.1 Seller shall defend, indemnify and hold harmless CLAAS and CLAAS’ parent company, their subsidiaries, affiliates, successors or assigns and their respective directors, officers, shareholders and employees] and CLAAS’ customers (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the products purchased from Seller or Seller's negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without CLAAS’ or Indemnitee's prior written consent.

10.2 Seller shall, at its expense, defend, indemnify and hold harmless CLAAS and any Indemnitee against any and all Losses arising out of or in connection with any claim that CLAAS' or Indemnitee's use or possession of the Goods infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. In no event shall Seller enter into any settlement without CLAAS' or Indemnitee's prior written consent.

10.3 If CLAAS, any of CLAAS's customers or any governmental authority determines that any Goods sold to CLAAS are defective and a recall campaign is necessary, CLAAS will have the right to implement such recall campaign and return defective Goods to Seller or destroy such Goods, as determined by CLAAS in its discretion, at Seller's sole cost and risk. If a recall campaign is implemented, at CLAAS's option and Seller's sole cost, Seller shall promptly replace any defective Goods and provide such replacement Goods to CLAAS or CLAAS's designee.  Seller will be liable for all of CLAAS's costs associated with any recall campaign if such recall campaign is based upon a reasonable determination that the Goods fail to conform to the warranties set forth in this Agreement. Where applicable, Seller shall pay all reasonable expenses associated with determining whether a recall campaign is necessary.

11. Ownership of Bailed Property

11.1 All models, samples, dies, tools, gauges, drawings, electronic data and other "equipment" (as that term is defined in Nebraska UCC Section 9-102(a)(33)), as well as all (a) additions to, substitutions for, replacements of and accessions to any of the foregoing items, (b) attachments, components, parts (including spare parts) and accessories installed thereon or affixed thereto, and (c) intellectual property rights in connection with the foregoing, that is directly or indirectly paid for or provided by CLAAS to Seller in connection with or related to this Agreement, or for which Seller has been at least partially reimbursed by CLAAS (collectively, "Bailed Property") is and will at all times remain the property of CLAAS (or CLAAS's customer(s)), as applicable) and be held by Seller on a bailment-at-will basis.

11.2 Only CLAAS has any right, title, or interest in and to Bailed Property, except for Seller's limited right, subject to CLAAS's sole discretion, to use the Bailed Property in the performance of Seller's obligations under this Agreement. Seller shall not use the Bailed Property for any other purpose. Seller shall not commingle Bailed Property with the property of Seller and shall not move any Bailed Property from Seller's premises without the prior written approval by CLAAS. CLAAS may, at any time, for any reason and without payment of any kind, retake possession of any Bailed Property without the necessity of payment or notice to Seller, or a hearing or a court order, which rights, if any, are waived by Seller. 

11.3 Upon CLAAS's request, Bailed Property will be immediately released to CLAAS or delivered to CLAAS by Seller. Seller's continued holding of Bailed Property after demand has been made by CLAAS for delivery will substantially impair the value thereof, and, accordingly, CLAAS will be entitled to a court order of possession without any need of proving damages or posting of a bond. To the fullest extent permitted by law, Seller shall not allow any encumbrance to be imposed on or attach to the Bailed Property through Seller or as a result of Seller's action or inaction, and Seller hereby waives any Encumbrance that it may have or acquire in the Bailed Property.

11.4 Seller acknowledges and agrees that (a) CLAAS is neither the manufacturer of the Bailed Property nor the manufacturer's agent, (b) CLAAS is bailing Bailed Property to Seller for Seller's benefit, (c) Seller has inspected the Bailed Property and is satisfied that the Bailed Property is suitable and fit for its intended purposes, of which Seller is aware, and (d) CLAAS HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WHATSOEVER, EITHER EXPRESS OR IMPLIED, AS TO THE FITNESS, CONDITION, MERCHANTABILITY, DESIGN OR OPERATION OF THE BAILED PROPERTY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. Notwithstanding the foregoing, if the bailment relationship described in this Section 11 is deemed to be a secured financing transaction, Seller grants to CLAAS a continuing security interest in any rights or interests it may have in the Bailed Property.

11.5 Seller shall bear all risk of loss of and damage to Bailed Property. Seller shall, at its own expense, for the benefit of CLAAS, insure all Bailed Property with full and extended coverage for all losses, for its full replacement value. As and when it is commercially reasonable to do so, Seller shall, at its sole cost and expense, maintain, repair, refurbish and replace Bailed Property. All replacement parts, additions, improvements, and accessories for such Bailed Property will automatically become CLAAS's property upon their incorporation into or attachment to the Bailed Property. All replacements of Bailed Property will also be CLAAS's property. Seller shall replace any missing components of or inserts to any Bailed Property.

12. Confidentiality

All non-public, confidential or proprietary information of the CLAAS, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by CLAAS to Seller, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with the Order is confidential, solely for the use of performing the Order and may not be disclosed or copied unless authorized by CLAAS in writing. Upon CLAAS’ request, Seller shall promptly return all documents and other materials received from CLAAS. CLAAS shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to the Seller at the time of disclosure; or (c) rightfully obtained by the Seller on a non-confidential basis from a third party.

13. Force Majeure

No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such party's (the "Impacted Party") failure or delay is caused by or results from the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; and (e)  embargoes or blockades in effect on or after the date of this Agreement. The Impacted Party shall give notice within 3 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of 5 consecutive days following written notice given by it under this Section -13, the other party may thereafter terminate this Agreement upon five 5 days' written notice.

14. Obligation to Supply Spare Parts

During the term goods are supplied hereunder and for a period of 10 years after CLAAS has completed the last purchase of goods, Seller will supply all of the CLAAS’ service and replacement requirements for the goods at the last valid prices plus any actual cost differential for manufacturing and packaging, such cost differential to be negotiated but in no case to exceed 20%.

15. Waiver

No waiver by any party of any of the provisions of the Order shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Order, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Order shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

16. Disputes

The parties agree to submit all disputes between them arising out of or related to this Purchase Order or the breach, alleged breach or interpretation thereof to binding arbitration. Within 30 days after either party has notified the other in writing that it is submitting a dispute to arbitration, one arbitrator shall be selected under the then current rules of the American Arbitration Association (“AAA”) pertaining to commercial disputes. The arbitration shall be held in the state of CLAAS’ principal place of business and shall be conducted in accordance with the Commercial Arbitration rules of the AAA except the AAA shall not have authority to make any award for damages excluded herein. The arbitration award shall be by a written decision and shall be final and binding, and enforceable by any court of competent jurisdiction.

17. Governing Law

All matters arising out of or relating to this Order shall be governed by and construed in accordance with the internal laws of the State of Nebraska without giving effect to any choice or conflict of law provision or rule (whether of the State of Nebraska or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Nebraska.  The application of the United Nations Convention on the International Sale of Goods (CISG) dated 11 April 1980 is excluded.

18. Submission to Jurisdiction.

Any legal suit, action or proceeding arising out of or relating to this Order shall be instituted in the federal courts of the United States of America or the courts of the State of Nebraska in each case located in the City of Omaha, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

19. Assignment.

Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under the Order without the prior written consent of CLAAS. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Seller of any of its obligations hereunder. CLAAS may at any time assign, transfer or subcontract any or all of its rights or obligations under the Order without Seller's prior written consent.

20. Relationship of the Parties.

The relationship between the parties is that of independent contractors. Nothing contained in the Order shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from this Order.

21. No Third-Party Beneficiaries.

This Order is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

22. Remedies

The rights and remedies under this Order are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.

23. Notices

All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of this Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Order, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

24. Severability

If any term or provision of this Order is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

25. Survival

Provisions of this Order which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Order including, but not limited to, the following Sections: 2 Termination; 5 Warranties; 10 Indemnification; 11 Ownership of Bailed Property; 12 Confidentiality; 14 Obligation to Supply Spare Parts; 17 Governing Law; 18 Submission to Jurisdiction; and 25 Survival. 

26. Complete Agreement

This Purchase Order shall become a binding agreement upon Seller signing and returning a copy of this Purchase Order to CLAAS or upon Seller commencing performance of this Purchase Order or otherwise acknowledging acceptance, whichever occurs first. This Purchase Order, together with any specifications, drawings or other documents referred to therein, which are incorporated by this reference constitutes the entire agreement between the parties and all prior negotiations, proposals and writings pertaining to this Purchase Order or the subject matter hereof, are superseded hereby. Any reference to Seller's quotation, bid or proposal does not imply acceptance of any term, condition or instruction contained in such document.  Any invoice, acknowledgment or other communication issued by Seller in connection with this Purchase Order shall be construed to be for record and accounting purposes only. Any terms and conditions stated in such communications shall not be applicable to this Purchase Order and shall not be considered to be Seller's exceptions to the provisions of this Purchase Order Trade custom and/or trade usage is superseded by this Purchase Order and shall not be applicable in the interpretation of this Purchase Order. In the event of any ambiguities express conflicts or discrepancies in the specifications, drawings or other documents which are a part of this Purchase Order. Seller shall immediately submit the matter to CLAAS for its determination and shall comply with the determination of CLAAS in such matter. All headings and numbering in this Purchase Order are for convenience of reference only.