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Last modified: 6/17/2019 9:25 AM
It is agreed that the terms herein set forth and any applicable trading rules (as to the extent provided below) constitute the entire contract between the parties, and there shall be no modification except with the written consent of both parties. To the extent that they are not in conflict with the terms stated herein, the trading rules following each listed commodity shall be a part hereof. All disputes relating to this transaction shall be resolved in binding arbitration in accordance with the rules of the appropriate Association listed below or the Commercial Arbitration Rules of the American Arbitration Association if there are no rules applicable to the commodity and shall be venued in the City of Minneapolis, County of Hennepin, State of Minnesota.
If commodity is……. Rules to govern
Feed Grains……… National Grain & Feed Association
Corn Syrup & Glycerin……… American Fats & Oils Association
Soybean Meal……… National Soybean Processor Association
Animal Feed (Fodder) & Pet Food……. Association of American Feed Control Officials (AAFCO)
Meat & Poultry……… By-Products National Renderers Association
Fats Tallow, Grease……….. American Fats & Oils Association
Edible and Inedible Oils………… American Fats & Oils Association
Purchase Contract Terms and Conditions:
The Seller warrants that the commodities sold shall conform to the description on the purchase contract.
The Seller warrants and represents that the commodities and ingredients sold on the purchase contract are not adulterated or misbranded and are appropriately labeled as required by the U.S. Food and Drug Administration and state statutes and regulations. All commercial feed or feed ingredients and preservatives, if applicable, conform to the proper definitions and any appropriate limitations for this use, prominently placed on labels with such conspicuousness as compared with other words, statements, designs, or devices in the labeling, and use such terms as to render it likely to be read and understood by the ordinary individual under customary conditions of purchase and use. The label shall include, but not be limited, the proper product name according to AAFCO (American Association of Feed Control Officials) standards, or GRAS (Generally Recognized as Safe) and guaranteed analysis in the proper sequence as may be required by rule. Seller agrees to have all commercial feed ingredient sales to be accompanied by a label bearing the information required by AAFCO, GRAS and state regulations. Indemnity: That the seller indemnifies and agrees to hold the purchaser harmless from any and all claims, damages, fines, including its attorney's fees and costs, if it sells any commercial feed or feeding ingredients that are adulterated, misbranded or have not been properly described or labeled as required by AAFCO, GRAS and state regulations. At the option of Purchaser, failure on the part of the seller to deliver or non-conformity of any installment of the Purchase contract shall not be a breach of the entire contract. Additionally, if Purchaser's customer becomes financially insolvent, declares bankruptcy, has a receiver appointed, or for any other reason not related to pricing, purchasers customer cancels, purchaser may cancel this Agreement for all undelivered product by giving written notice to Seller, by e-mail or fax.
Time is of the essence of this contract.
The terms hereof constitute the entire understanding of the Seller and Buyer with respect to the subject matter hereof and supersede all prior agreements and understandings regarding the same. Seller must advise Buyer immediately and confirm in writing within 24 hours from receipt of the purchase contract, of any discrepancies, objections to, or disagreement with the terms of the contract. Failure to do so shall be construed as acceptance of the contract. No parole evidence, course of dealing or performance or usage of the trade shall be relevant to supplement or explain this agreement. No contract, agreement, or confirmation issued by the Seller shall in any way alter, vary or add to the terms of this contract. The Buyer hereby gives notice of objection to all terms supplied by the Seller which are in addition to, different from or inconsistent with the terms hereof. There shall be no modification or alteration of the contract without the prior written consent signed by both Seller and Buyer.