Sales Contract Terms and Conditions

 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.