1. This Contract shall be governed by the laws of the State of South Carolina. Except as otherwise specified, the Grain Trade Rules of the National Grain and Feed Association apply on grain Contracts, and the Feed Trade Rules of the National Grain and Feed Association apply on all commodities other than grain. The applicable Trade Rules in effect on the date hereof shall, together with this confirmation, determine the rights and obligations of the parties. The Buyer hereby acknowledges familiarity with the Trade Rules and agrees to be bound by them whether or not the Buyer is a member of the National Grain and Feed Association.
2. This Contract is a complete agreement of the parties involved. The terms of this Contract may only be amended or supplemented by additional documentation signed by Seller.
3. The Contract price does not include any sales, use, or other taxes imposed on the transaction. Any such taxes or charges shall be added to the Contract price as required and shall be paid by the Buyer.
4. Seller shall not be liable for failure to perform due to fire, flood, war, embargoes, government acts, restrictions or requisitions, suspension of shipping facilities, act or default of carriers, increased freight rates, strikes, labor troubles, civil disturbances, acts of God, or any other events beyond Seller’s control. The Seller reserves the right to allocate its supplies among its customers in its absolute discretion without obligation to the Buyer except for the return of monies paid for goods not delivered.
5. Failure on the part of the Buyer to sign and return a duplicate of this confirmation within 10 days from the date hereof shall entitle Seller to cancel the Contract at its option at any time prior to receipt of the signed Confirmation, whether or not performance has commenced. Failure of Buyer to advise Seller of any discrepancies between Buyer’s Confirmation, if any, and Seller’s Confirmation within 10 days after the date of this Confirmation shall constitute an irrevocable acceptance of all the terms herein set forth.
6. The Seller warrants that the goods sold under this Contract will reasonably conform to the description as set forth in this Contract, but makes no other warranties, express or implied.
7. All claims and/or adjustments must be filed by the Buyer within 15 days of shipment date.
8. All payments are to be made within payment terms established by the Seller. If payment is not received timely, then Seller may charge and collect the maximum permissible rate of interest under applicable law on any unpaid balance.
9. Buyer shall pay Seller’s reasonable attorney fee, cost, and expense in any action or proceedings brought with respect to this Contract.
10. Buyer represents that it is not insolvent as that term is defined in the Uniform Commercial Code. If Buyer’s financial condition is found to be or becomes unsatisfactory to Seller during the term of this Contract, Seller may at its option terminate the Contract and any other Contracts between Buyer and Seller whether or not Buyer may otherwise be in default. No rights or causes of action shall inure to the benefit of the Buyer as a result of such termination.
11. Upon any breach by Buyer or termination of the Contract by Seller, Seller may at its option (1) resell the goods in the open market for Buyer’s account and Buyer shall pay Seller any loss and incidental expense resulting therefrom but without obligation to Buyer for any excess realized upon such resale; (2) require Buyer to pay the difference between the Contract price and the market price as of the date of cancellation; (3) cancel the Contract in its entirety without further obligation to Buyer. In addition to and without limitation by the foregoing, Seller may have and pursue any remedy allowed by law.