SALE
APPLICATION OF TERMS AND CONDITIONS. (a) The failure of Buyer to advise Seller immediately of any discrepancies, objections to, or disagreement with any of the descriptions, terms, and/or conditions of this Contract shall be construed as full acceptance thereof
without any reservation of any kind or character. (b) No modification, amendment, or supersedure of this Contract shall be valid or binding unless agreed to by Seller and confirmed in writing. (c) Signatures received electronically or by facsimile shall be deemed to be originals.
PASSING OF TITLE AS WELL AS RISK OF LOSS AND/OR DAMAGE. Unless otherwise agreed, title, as well as risk of loss and/or damage, passes to Buyer as follows: 1. On f.o.b. origin or f.o.b. basing point Contracts, at the time and place of shipment. The
time of shipment is the moment that the carrier accepts the appropriate shipping document. 2. On delivered Contracts by truck, upon arrival at Buyer’s original destination. 3. On delivered Contracts by rail or barge, when the conveyance is constructively placed or otherwise
made available at the Buyer’s original destination.
FINANCIAL RESPONSIBILITY OF BUYER. (a) If Buyer’s financial condition is not acceptable to Seller, Seller reserves the right to require prepayment from Buyer or terminate the Contract. (b) The Payment Terms stated in the Contract are a key term of the Contract.
Buyer may pay Seller at any time leading up to, but not later than, the final date of payment as stated in the Contract, regardless of shipment status. Buyer accepts full responsibility for any expenses, damages, and/or penalties as determined by Seller if payment does not take
place as stated in the Contract.
DEFAULT BY BUYER. (a) Seller shall notify Buyer if Buyer is in default on the shipping schedule and/or the shipping period stated in the Contract. Seller shall then advise Buyer which of the following options Seller elects to exercise: 1. Agree to extend the shipment period
with or without a penalty to Buyer; or 2. Sell out, for Buyer’s account, the defaulted portion of the shipment; or 3. Cancel the defaulted portion of the shipment at current fair market value at the time the default is addressed. (b) If Buyer defaults on the Contract, Buyer shall be
fully liable for all reasonable costs and expenses that have already been incurred as well as all additional costs associated with the necessary action taken by Seller to execute the remainder of the Contract, including but not limited to; internal, external, administrative,
professional, and/or legal expenses, and any appropriate interest expense.
NOTICE TO SELLER. Buyer must notify Seller, within 48 hours of transfer of title, if product differs from the stated Contract terms regarding quantity, quality, description, or condition. In such a case, Buyer shall make the product available for inspection by Seller and shall
keep the product in a protective environment to prevent or retard any additional deterioration. Unless authorized in writing to do so by Seller, Buyer shall not consume or dispose of any disputed product until Seller completes an inspection. Buyer’s failure to comply with the
foregoing shall constitute an absolute waiver by Buyer of any and all claims against Seller with respect to said product. In no event shall Seller be liable for anticipated profits or for incidental or consequential damages.
NO IMPLIED WARRANTIES. No warranties are provided or implied by Seller unless they are specifically stated in the Contract. Seller does not represent or guarantee product for any specific consumptive use or application. Buyer assumes all risk and liability for results by
the use of the said product whether used singly or in combination with other products.
INDEMNIFICATION. (a) All products sold under this Contract must be exclusively used and/or consumed as stated and agreed in the Contract, without exception. (b) Buyer assumes full responsibility for and agrees to indemnify, defend, and save Seller harmless from and
against all claims, losses, damages, costs, and expenses, including legal fees, caused by, and arising out of, or in any way resulting from Buyer’s activities in connection with this product, including, but not limited to: 1. Any misrepresentation, act or omission of the Buyer, its
agents, employees, subcontractors, or that of any subsequent Buyer of the same product; 2. Any breach of a warranty, covenant or stated consumptive use or restriction stated in this Contract or incorporated here by law.
CONTINGENCIES BEYOND SELLER’S CONTROL. Seller shall not be held responsible for delay of shipment, part-shipment, or non-shipment resulting from contingencies beyond Seller’s reasonable control including, but not limited to labor disputes, strikes, embargoes,
shortage of railcars or trucks, delays of carriers, accidents, plant closings, explosions, war, sabotage, riot, lockout, acts of God including any adverse weather, or government regulations or restrictions.
COMPLIANCE WITH LAWS AND REGULATIONS. Buyer represents and warrants to Seller that Buyer has complied, and will continue during the performance of this Contract to comply, with all applicable provisions of all federal, state, and local laws and regulations
from which liability may accrue to Seller for violation thereof.
NO WAIVER. Seller’s failure at any time to insist upon strict performance of any provision of this agreement or to take advantage of any right hereunder shall not be construed as a waiver of such performance or right.
CONSTRUCTION. (a) Any term or provision of these conditions, which is found to be contrary to the governing or otherwise applicable law, shall not invalidate any other terms or provision in the Contract or hereof. (b) Any term or provision required being included in a
legal and binding Sale Contract of this type by the governing or otherwise applicable law shall be deemed to be incorporated herein.
RULES TO GOVERN. This Contract is subject to the Trade Rules & Binding Arbitration of the National Grain and Feed Association, (NGFA), except to the extent the same are in conflict with the terms expressed herein. NGFA Trade Rules can be found at
www.ngfa.org. All agricultural and non-agricultural products will be subject to these rules.
GOVERNING LAW AND JURISDICTION. If a Contract term is not addressed by the NGFA Trade Rules, this Contract shall be otherwise governed by, and construed in accordance with
exclusive jurisdiction and venue of any dispute hereunder shall properly lie with The District Court of Johnson County, Kansas or with The United States District Court for the District of Kansas.
NO ASSIGNMENT. This Contract is not transferable or assignable by either party except with the written consent of the other party having first been obtained.