PURCHASE TERMS AND CONDITIONS

      APPLICATION OF TERMS AND CONDITIONS.  (a) The failure of Seller to advise Buyer 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 Buyer and confirmed in writing.  (c) Signatures received electronically or by facsimile shall be deemed to be originals. 

     DEFAULT BY SELLER.  (a) Buyer shall notify Seller if Seller is in default on the shipping schedule and/or the shipping period stated in the Contract.  Buyer shall then advise Seller which of the following options Buyer elects to exercise: 1. Agree to extend the shipment period
     with or without a penalty to Seller; or 2. Buy in, for Seller’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 Seller defaults on the Contract, they 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 Buyer, including but not limited to; internal, external, administrative, professional, and/or legal expenses, and any appropriate
     interest expense.

     INDEMNIFICATION.  (a) Seller has fully disclosed to Buyer, any limitation to application or resale of product as well as any restriction for final consumptive use of product.  (b) Seller assumes full responsibility for: 1. Any misrepresentation, act or omission of the Seller, its
     agents, employees, or subcontractors.  2. Any breach of a warranty or covenant stated in this Contract or incorporated here by law.

    CONTINGENCIES BEYOND BUYER’S CONTROL.  Buyer shall not be held responsible for delay of shipment, part-shipment, or non-shipment resulting from contingencies beyond Buyer’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.  Seller represents and warrants to Buyer that Seller 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 Buyer for violation thereof. 

    NO WAIVER.  Buyer’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 Purchase 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 Kansas law.  This Contract shall be deemed entered into the 
    State of Kansas and 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.

    NO LIENS.  Seller warrants that the product sold herein is free and clear of any and all liens.