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 and said Trade Rules constitute the complete agreement between parties and cannot be changed in any manner except in writing signed by The Seller’s duly authorized agents. In case of any inconsistency between the Buyer’s and Seller’s contract, Seller’s contract governs. All parties agree that this Contract shall be interpreted under the laws of the State of South Carolina. Any actions taken with regard to the agreement and its performance shall be in the court of appropriate jurisdiction in the State of South Carolina.
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. There are no other warranties of any kind, either promissory or independently imposed by law, whether based on promises, express representation, tacit representations, descriptions or other grounds whatever statutory or otherwise, except that the goods sold hereunder are merchantable quality and Buyer expressly waives any warranties provided by law. Buyer waives any claim or defense based on the quality of the commodities described above, unless [1] within 24 hours after Buyer learns of complaint, but in any event within 7 days of arrival at destination the Buyer notifies Seller in writing specifying the nature of the complaint, and [2] within 48 hours sends to Seller a 5 lb. official sample of the products alleged to be defective. Seller shall in no event be liable to Buyer for consequential damages, and Seller’s liability for damages shall in no event exceed the purchase price of the particular shipment with respect to which the claim is made. The Buyer assumes and agrees to indemnify and hold Seller harmless from any and all liability whatsoever which may arise from the use of the Buyer or by others of the materials sold hereunder, whether used singly or in combination with other materials.
7. This Contract may include the sale of Raw Agricultural Commodities (RAC). Raw Agricultural Commodities [1] are not safe to consume as-is, [2] may contain harmful pathogens that can cause serious illness if consumed as-is, and [3] must be further cooked or processed to kill such illness-causing pathogens before it is safe to consume. Seller only sells such Raw Agricultural Commodities upon Buyer’s receipt and acknowledgement of this express warning. Seller hereby disclaims any warranties for the Raw Agricultural Commodities and shall not have any liability for, or attributable to, the raw agricultural commodity, including but not limited to, the purchase, receipt, storage, handling, use, resale, or recall of the Raw Agricultural Commodity by Buyer or its customers or consumers.
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.