Last Updated: 4/11/2018, 10:09 AM CST
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 the 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
Sales Contract Terms and Conditions:
- If any tax (including tonnage tax), public charge, duty or tariff, or increase therein, is or shall be assessed or imposed on this transaction, on the goods, on any sale, delivery or other action taken hereunder, or on the export or import of said goods or the raw materials therein, or if any changes shall be made in the present customs or railway classification of said goods or raw materials or existing freight rates, each such charge or change shall be for Buyer's account.
- Failure on the part of Seller to deliver or non-conformity of any installment of this contract shall not be a breach of the entire contract.
- On sales made F.O.B. Seller's plant or warehouse, Buyer will, in the event of loss or damage in transit, file its own claim with the carrier. Buyer will have no right what so ever for any claims if buyer can not provide proof of independent wash, pryer to pickup, from independent wash facility.
- Seller warrants that the product delivered under this contract will have been produced in compliance with the Fair Labor Standards Act of 1938 as amended.
- Buyer waives all claims unless made in writing and product is rejected or claimed before product is unloaded. Buyer and seller have the right to negotiate a settlement based on results of independent lab testing and loser of claim is required to pay all costs, including trucking and any replacement costs. Any action on behalf of Buyer for breach of the contract must be commenced within 30 days after the cause of action has accrued.
- Any changes in the price or other terms of this contract caused by government regulations shall entitle Seller to cancel any unshipped portion thereof.
- Except as otherwise agreed prior to the time of shipment specified on the contract, the Seller, without any further notification, may ship within such time of shipment.
- The seller warrants that the commodities sold hereunder shall conform to the description on the contract. The seller makes no other warranty of any kind, express or implied, including without limitation no warranty of merchantability, fitness for any purpose, title, freedom from security interests and other liens and encumbrances, of the commodities used singly or in combination with other goods. There are no oral agreements or warranties collateral to or affecting this contract. The sole and exclusive liability of the seller and the sole and exclusive remedy of the buyer for breach of any provision of this contract by the seller are limited exclusively to replacement of the affected commodities, or, at the option of the seller, payment of the fair market value of the affected commodities at the time of breach. The seller shall not be liable under any circumstances for any incidental, consequential, punitive or other damages and/or costs. Buyer assumes all risk and liability for results obtained by the use of the product covered by this contract, whether used singly or in combination with other products.
- The Seller shall not be liable in any respect for failure or delay in the performance of the contract if hindered or prevented directly or indirectly by force majeure, Acts of God, weather conditions, car, vessel or truck shortages, freight embargoes, strikes, labor difficulties, governmental action of any kind, shortage of fuel or other types of energy, or any other causes reasonably beyond the Seller's control.
- The Buyer represents that the Buyer is not insolvent, as the term is defined in the Uniform Commercial Code, and that the Buyer is able to perform its obligations under this contract. In entering into this contract, the Seller has relied on such representations In the event the Buyer's condition, financial or otherwise, is unsatisfactory to Seller, the Buyer breaches this contract; the Buyer is dissolved, liquidated, merges, consolidates or transfers a substantial part of its property; or a controlling portion of the Buyer's capital stock is sold; the Seller, may, in addition to all other remedies available to it,
(a) terminate this contract, and all other contracts between Buyer and Seller, and no rights or remedies against the Seller shall accrue to the Buyer on account of such termination,
(b) require the Buyer to provide adequate assurances of performance including such payment or other security as the Seller, in its sole discretion, may specify,
(c) declare all sums due the Seller by the Buyer to be immediately due and payable, or
(d) make deliveries only on arrival draft of COD basis or require cash in advance. If the Buyer defaults as to any installment of this contract, the Seller may at its option declare all future installments to be immediately due and payable, and the Seller may then terminate this contract.
- The Buyer shall pay to the Seller on demand all costs and expenses of collection, including seller’s attorney fees, collection costs and any future costs involved to resell any portion of the contract.The Seller shall not be deemed to have waived any of its rights or remedies under this contract or any applicable law, rule or regulation unless the waiver is in writing, and no waiver shall operate as a waiver of any other right remedy of the same right or remedy on any future occasion This contract shall be binding upon and inure to the benefit of the Seller and the Buyer and their successors and assigns, however, the Buyer may not assign any rights or interest in this contract, or delegate any obligation under it without the written consent of the other Seller. If for any reason the Buyer repudiates this contract, or rejects, fails to accept or revokes acceptance of any quantity of a commodity timely delivered hereunder, the Seller, without further notice, may extend the time of shipment, cancel this contract, or sell out for the account of the Buyer commodities of the equivalent grade and quantity and notify the Buyer when settlement is made. The Buyer shall pay to the Seller on demand the amount of any such settlement. Should seller repudiate this contract or fail to make delivery hereunder, buyer shall have as its exclusive remedy damages measured by the difference between contract prices and the lowest market price of the goods between the time when buyer learned of sellers breach and the time at which replacement goods are purchased by Buyer or judgment against seller is obtained.
- Time is of the essence in 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. Buyer must advise seller immediately and confirm in writing within 24 hours from receipt of this contract, of any discrepancies, objections to or disagreement with the terms of this contract. Failure to do so shall be construed as acceptance of this contract. No parol evidence, course of dealing or performance or usage of the trade shall be relevant to supplement or explain it. No contract, agreement, or confirmation issued by the buyer shall in any way alter, vary or add to the terms of this contract. The seller hereby gives notice of objection to all terms supplied by the buyer which are in addition to, different from or inconsistent with the terms hereof. There shall be no modification or alteration of this contract without written consent signed by both Seller and Buyer.