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FBN Inputs, LLC Standard TERMS and CONDITIONS

Version: March 2, 2020

This Sales Order consists of General Terms—applicable to all orders, and Specific Terms—which apply to specific product categories. Please read all applicable terms thoroughly and carefully. All payments should be sent to FBN Inputs, LLC, DEPT CH 17354, Palatine, IL 60055. All legal notices and other correspondences should be sent to FBN Inputs, LLC, Attention: Legal, 388 El Camino Real, San Carlos, CA, 94070.

general terms

Section 1. Sales Order.
This “Sales Order” is a binding business-to-business (“B2B”) agreement applicable to all products purchased (“Products”) from FBN Inputs, LLC (“Seller”). This Sales Order supersedes all prior and contemporaneous negotiations, communications and agreements with respect to the Products.
  1. Definitions.
    1. “Billing Contact” is the natural person identified on the signature page hereto.
    2. “Buyer” is the entity(ies) or person(s) identified on the signature page hereto.
    3. “In-Season” means March 1 through the end of the Program Year.
    4. “Pre-Season” means on or prior to February 28/29 of any Program Year.
    5. “Program Year” means the period from September 1 to August 31.
    6. “RUP Contact” is the natural person or applicator identified on the signature page hereto.

    2. important note: it is buyer’s responsibility to review and

    verify the details of all sales orders,

    including orders initiated by member’s of buyer’s team.

  2. Initiating a Sales Order. A Sales Order may be initiated through the FBN Direct store at www.fbn.com, verbally, in writing, or electronically (via email, SMS, or other electronic messaging) between Buyer and an authorized sales representative of Seller.
  3. Confirming a Sales Order. A written Sales Order on Seller’s form is confirmed upon signature by both Seller and Buyer.
  4. Joint and Several Liability. Buyer, Billing Contact, and RUP Contact shall be jointly and severally responsible and liable for all duties, responsibilities, and obligations under this Sales Order.
  5. Prices. Seller will publish and provide to Buyer price lists along with periodic updates appropriate for market changes. Seller’s published prices are subject to change at any time with or without notice to Buyer. The prices stated in a Sales Order are the confirmed prices with respect to Products specified in such Sales Order. All prices are listed in and payable only in United States Dollars. Any Product discount or promotional prices are conditional on Buyer satisfying terms and conditions specific to the Seller’s quoted price, discount or promotion. If Buyer fails to comply with these discount or promotion specific terms and conditions, Seller reserves the right to (a) cancel any applicable Sales Order, or (b) revoke the discount or promotional price and charge Buyer the non-discounted or non-promotional price.
  6. Due Date. All amounts are due and payable as specified in the applicable Sales Order which will specify whether Extended Credit Terms or Cash Upfront terms apply. If no term is specified in the applicable Sales Order, then all amounts are due and payable NET 30 from the date of the applicable Sales Order.
  7. Sales Tax and Assessments. Listed sales tax is an estimate only and is subject to change depending on the Products and quantities delivered, the location where Buyer takes physical possession of Products, and, if applicable, whether Buyer has provided Seller with satisfactory evidence of sales tax exempt status. Listed state assessments, if applicable, are estimates only, and are subject to change depending on the then-current assessment rates at the time of delivery.
  8. Payment and Notice. All payments should be sent the precise address specified on the applicable Sales Order or invoice.
  9. Payment by ACH. If Buyer elects to pay using ACH, Buyer authorizes Seller to electronically debit Buyer’s account, for the amount due pursuant to the applicable Sales Order or invoice (as applicable), and if necessary, to electronically debit or credit Buyer’s account to correct any erroneous charges or if the amount owed changes.
  10. Payment by Credit Card. If Buyer elects to pay using credit card, Buyer authorizes Seller to charge Buyer’s credit card, for the amount due pursuant to the applicable Sales Order or invoice (as applicable), and if necessary, to debit or credit Buyer’s credit card to correct any erroneous charges or if the amount owed changes. Buyer further acknowledges that this Sales Order constitutes a business to business (B2B) transaction and that Seller is permitted to charge Buyer the actual cost associated with permitting Buyer to pay via credit card. To the extent permitted under applicable law, Buyer explicitly consents to the credit card surcharge stated herein.
  11. Payment by Check. If payment via check is authorized by Seller, Seller must receive payment (and it must clear Seller’s account) by the Due Date specified on the applicable Sales Order or invoice, or no less than seven (7) calendar days prior to the shipment or pickup of Products, whichever is earlier.
  12. Purchase Money Security Interest—UCC. To the maximum extent allowed under applicable law, Seller shall have and maintain a purchase money security interest (PMSI) in and to any Products sold pursuant to the applicable Sales Order and Buyer consents to Seller perfecting such PMSI through any necessary or desirable notices or filings, including UCC filings.
Section 2. Default; Default Interest; Failed Payment Fee.
  1. Default in Payment; Right of Offset. If payment is not received by the due date, Seller reserves the right to do any or all of the following: (a) rescind any and all discount(s) or promotional pricing and charge Buyer the regular list price, (b) delay shipment until payment has been received, (c) cancel a Sales Order, or (d) offset any amount which may be owed or payable by Seller or any of its affiliates to Buyer in connection with any other agreement or contract between Buyer or its affiliates and Seller or its affiliates, and to apply that amount to satisfy Buyer’s payment obligations herein.
  2. Default Interest Rate Charge. After the due date, or failure to make payment, any unpaid balance shall accrue interest equal to 18 percent (18%) per annum, or the maximum allowed by law, whichever is less, during the entire period that payment is in default.
  3. Failed Payment Fee. In the event that Buyer’s payment fails for any reason, including, but not limited to, bounced check, failed ACH payment due to incorrect bank account information or insufficient funds, Buyer will be charged a $25 administrative fee in addition to any other fees or penalties incurred by Seller. Seller reserves the right to cancel or delay delivery of a Sales Order until payment is received, and payment clears Seller’s account.
Section 3. FBN Membership & Good Standing.
Buyer must have an active membership with Farmer’s Business Network, Inc. (“FBN Membership”) at the time this Sales Order is executed, at all times thereafter until all amounts due and payable pursuant to this Sales Order have been paid in full, and during any period in which Buyer desires to participate in any of the programs or utilize any of the benefits described herein. If Buyer fails to maintain an active FBN Membership, Farmer’s Business Network, Inc. is hereby authorized to automatically renew Buyer’s FBN Membership and to charge or invoice Buyer accordingly. Buyer must at all times be in good standing with Seller and its affiliates, which shall mean: (1) not be more than 30 days past due on any payments owed, (2) in full compliance with the terms and conditions of any separate agreements Buyer has entered into with Seller or its affiliates including, without limitation, any applicable loan documentation where Buyer has financed its payment obligations with Seller or its affiliates, or (3) is legally and financially able to perform this Sales Order. Buyer must inform Seller if at any time Buyer is or reasonably believes that it will no longer be in good standing (e.g., Buyer loses its legal ability to purchase Products, enters voluntary or involuntary bankruptcy proceedings, or otherwise will be unable to fulfill Buyer’s payment obligations under a Sales Order). If Buyer fails at any time to maintain good standing, Seller reserves the right to cancel or delay fulfillment of any Sales Order.
Section 4. Buyer’s Representations and Warranties.
Buyer represents, warrants and covenants to Seller that (a) the Products are for agricultural or turf and ornamental use only and will be used, applied and stored in accordance with applicable local, state, and federal law and in strict compliance with the applicable Product label, (b) that the RUP Contact is solely responsible for the selection of the Products, including in the case of crop protection products whether the Products are suitable remedy for the disease or pest Buyer seeks to control, or for whatever other purpose the RUP Contact selects the Product for, (c) the Billing Contact and RUP Contact listed in this Sales Order have the power and authority to enter into this Sales Order on behalf of Buyer, (d) that Buyer is authorized and licensed, if applicable, to purchase, resell (if applicable) and use the Products, as may be required under applicable local, state and federal law, and (e) that Buyer and/or Billing Contact has signed or will sign any necessary genetic transfer or material transfer agreements required by licensors of seed Products. Buyer has provided all information, records, reports, documentation, declarations, and/or registration/ certification/ authorization/ license numbers as required by all applicable regulatory bodies and agencies for the purchase of the Products, and such information is accurate and complete. Buyer further agrees to provide any and all requested information that may be needed by Seller after fulfillment of a Sales Order to fulfill Seller’s obligations under applicable local, state, and federal laws. Buyer consents to Seller disclosing such information provided under this section in order for Seller to comply with its regulatory and legal obligations
Section 5. Packaging and Delivery.
  1. Packaging. Except as otherwise confirmed in writing, Products will be prepared for delivery according to Seller’s packing and shipment standards (acceptable to common carriers for shipment and adequate to ensure safe arrival).
  2. Delivery. Seller will deliver to Buyer’s specified delivery location, which Buyer represents and warrants is suitable for receipt and handling of the Products. If an order is placed during Pre-Season, the Sales Order will establish a Delivery Window. If an order is placed during In-Season, the Sales Order will establish a Delivery Date.
    1. Pre-Season Deliveries. Seller will use commercially reasonable efforts to deliver products by the Delivery Window specified in the Sales Order, but reserves the right to deliver Products up to three (3) business days before or after the specified Delivery Window.
    2. In-Season Deliveries. Seller will use commercially reasonable efforts to deliver products by the Delivery Date specified in the Sales Order, which will vary based on geography from 24-hour to 72-hour delivery.
  3. Delivery Charges. Seller may charge for shipping and handling to Buyer’s specified delivery location. Shipping and handling rates and the method of calculation are disclosed on fbn.com. Shipping charges, if any, will appear on the Sales Order.
  4. Pick-Up. For pick up orders, Buyer is solely responsible for all aspects of transporting the Products, including Hazardous Material Products, including but not limited to, ensuring Products are properly secured, that Buyer is properly trained, and that Buyer is licensed and equipped to transport the type and quantity of Products specified above and is displaying the proper placards, if applicable.
  5. Title and Risk of Loss. Title and Risk of Loss shall pass to Buyer either when Products are delivered to a carrier, if delivery is selected, or when Buyer picks up Products from Seller’s location, if pick up is selected. The Products will be deemed accepted upon delivery or pick up. If there are any errors or omissions with delivery, Buyer must accept delivery and contact Seller within twenty-four (24) hours for correction.
  6. Delivery Guaranty. If Seller is unable to deliver Products as provided above, and Buyer is unwilling to modify the Delivery Window, Seller will refund Buyer 110% of the Product price actually paid by Buyer and 100% of all other charges actually paid by Buyer.
  7. Delivery Designees for Restricted Use Pesticides. RUP Contact is responsible for designating any third party(ies) that are authorized to accept delivery of restricted use products on behalf of RUP Contact (a “Delivery Designee”) no later than seven (7) days prior to the Delivery Date or the first date of the Delivery Window. Failure to identify a Delivery Designee as required by this Section may result in Buyer’s order being delayed or re-directed. If Seller is unable to fulfill a delivery due to none of Billing Contact, RUP Contact or a Delivery Designee being available to receive delivery, then Seller will charge Buyer a failed delivery fee of $200. RUP Contact may identify Delivery Designee(s) as follows:
    1. Delivery Designee Form. Complete and sign the Delivery Designee Form attached to this Sales Order.
    2. Team on fbn.com. Update Buyer’s Team settings on fbn.com to include Delivery Designees.
    3. For North Dakota Residents. Complete, sign and return to Seller an Authorization to Receive Restricted Use Pesticides (RUP’s) available at: https://www.nd.gov/ndda/sites/default/files/legacy/resource/SFN17783RUP_0.pdf
    4. For Florida Residents. Complete, sign and return to Seller an Authorized Purchasing Agent Designation available at: https://forms.freshfromflorida.com/13352.pdf
Section 6. Damaged Products.
If Products arrive damaged, Buyer must accept delivery, indicate the damage on the delivery receipt and contact Seller within twenty-four (24) hours for correction. Except as otherwise provided, if the Product arrives in a state that renders it unusable in Seller’s sole determination or if the Product does not conform to the label, Seller will attempt to send a replacement as soon as practicable in Seller’s sole determination. If Seller is unable to send a replacement Product in time, Seller may cancel the applicable Sales Order and refund Buyer 110% of the Product price actually paid by Buyer and 100% of all other charges actually paid by Buyer. In order to qualify for the aforementioned refund, Buyer must return to Seller the affected Product unused and in original packaging condition.
Section 7. Amendment; Assignment.
A Sales Order may only be amended with the written consent of both parties. Written consent can be evidenced by issuance of a new or revised Sales Order. All other amendments must be evidenced by a new or revised Sales Order. Buyer may not assign, delegate or transfer this Sales Order or its rights or obligations hereunder in any way (by operation of law or otherwise) without Seller’s prior written consent. Seller may transfer, assign, or delegate this Sales Order and its rights and obligations hereunder without consent.
Section 8. Severability.
If any provision of this Sales Order is held invalid or unenforceable, it shall be so held to the minimum extent required by law and will be amended to achieve as near as possible the same economic effect as the original provision. All other provisions shall remain valid and enforceable.
Section 9. Governing Law; Consent to Jurisdiction and Venue.
This Sales Order shall be construed and interpreted according to the laws of the State of Illinois. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed. Buyer consents to the exclusive jurisdiction of and venue in the Federal and State courts having geographic jurisdiction over Chicago, Illinois for resolution of any disputes, whether or not such disputes are first subject to arbitration, conciliation or mediation under the applicable state laws where transfer or delivery occurred.
Section 10. No Class Actions.
Due to the individualized nature of the transactions contemplated under this Sales Order, Buyer and Seller each agree that either party can only bring a claim against the other on an individual basis. That means neither Buyer nor Seller can bring a claim as a plaintiff or class member in a class action, consolidated action or representative action.
Section 11. Waiver of Trial by Jury.
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY SALES ORDER ACKNOWLEDGMENT, OR ANY OTHER DOCUMENT RELATING THERETO OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT, PRODUCT LIABILITY, OR ANY OTHER THEORY). EACH PARTY HERETO (ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, SALES ORDER ACKNOWLEDGMENTTS AND ANY OTHER DOCUMENTS BASED UPON, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND ACKNOWLEDGMENTS IN THIS SECTION.
Section 12. Attorney’s Fees, Costs & Non-Waiver.
Buyer shall pay all costs incurred by Seller in enforcing this Sales Order, including, but not limited to, collecting amounts owed under a Sales Order, including reasonable attorney’s fees, whether or not a suit or action is brought. In any suit or action arising out of or related to a Sales Order, the prevailing party shall be entitled to recover from the non-prevailing party any costs and attorney’s fees reasonably incurred by the prevailing party in connection with the suit or action. No failure or delay by Seller in exercising its rights under this Sales Order (including any delay in pursuing payment upon default), or pursuant to any applicable law, shall be a waiver of such rights.
Section 13. Confidentiality.
This Sales Order and the information contained herein or therein are the confidential information of Seller.
Section 14. Battle of Forms.
Seller’s Sales Order takes precedence over Buyer’s purchase order or any other document or agreement pertaining to the Products specified herein.
Section 15. Limited Warranty; Warranty Disclaimer.
Except as otherwise specified herein, any product information provided by Seller is designed to assist Buyer and any users of Products, but under no circumstance shall Seller, its affiliates, respective officers, directors, employees, agents, successors, etc. (collectively, the “Selling Parties”) be liable to Buyer or any applicator or user of Products based on information provided or for results deviating from such information. Seller is not an authorized applicator of chemicals, including, without limitation, herbicide, fungicide, pesticide, insecticide, rodenticide or fertilizer. Selling Parties’ sole and exclusive warranty to Buyer and any subsequent applicator or user of the Products, if applicable, is that the Products will at the time of delivery conform, within the permitted tolerances applicable under the law, to their labels. OTHER THAN THE FOREGOING LIMITED WARRANTY, THE PRODUCTS ARE SOLD ON AN “AS-IS” BASIS. SELLING PARTIES DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW AND AS APPLICABLE TO EACH PRODUCT, ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED, TO: THE IMPLIED WARRANTY OF MERCHANTABILITY; THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; NON-INFRINGEMENT; THAT THE USE OF PRODUCTS WILL CAUSE OR RESULT IN ANY PARTICULAR OUTCOME;THE SUITABILITY OF PRODUCTS TO CONTROL ANY SPECIFIC AGRICULTURAL PEST OR DISEASE; THE PRODUCT’S COMPATIBILITY WITH OTHER PRODUCTS OR PERMITTED TANK MIXES; OR THAT THE USE OF THE PRODUCTS WILL CAUSE OR RESULT IN ANY PARTICULAR CROP OR SEED PERFORMANCE OUTCOME. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO ONLY PORTIONS OF THE ABOVE LIMITATIONS MAY APPLY.
Section 16. Indemnification.
Buyer shall indemnify, defend, and hold the Selling Parties harmless from and in connection with any actions, claims, suits, liabilities or penalties arising from, related to or in connection with (a) a breach or failure of Buyer’s obligations, representations or warranties in this Sales Order, (b) Buyer’s or any affiliated party’s failure to comply with a Product label, or (c) Buyer’s or any affiliated party’s failure to comply with any applicable law, rule or regulation relating to the purchase or use of the Products.
Section 17. Limitation of Liability.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE SELLING PARTIES BE LIABLE TO BUYER OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS OR UNREALIZED SAVINGS, CROP LOSS, LOSS OF YIELD, LOSS OF GOODWILL, WORK STOPPAGE, (B) ANY DAMAGES IN THE NATURE OF PUNITIVE OR EXEMPLARY DAMAGES, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE AMOUNT ACTUALLY PAID PURSUANT TO THE APPLICABLE SALES ORDER, EXCLUSIVE OF TAXES, SHIPPING & HANDLING, OR (D) ANY OTHER MATTER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO ONLY PORTIONS OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY APPLY TO BUYER.
Section 18. Force Majeure.
Selling Parties will not be responsible or liable for any delay or failure to fulfill a Sales Order when any such delay or failure is caused, directly or indirectly, by an act of God, or other circumstances beyond its reasonable control, including, but not limited to fire, flood, severe weather, accident, sabotage, strike or labor dispute, civil commotion, war, revolution, embargoes, supply shortages, discontinuations, suspensions, recalls, manufacturer error, etc. Seller will inform Buyer of such force majeure circumstances as soon as reasonably practicable and reserves the right to cancel and refund 100% of the Product price to Buyer and all other charges actually paid by Buyer.
Section 19. Consent to Electronic and Telephonic Communication.
By executing this Sales Order, Buyer agrees to engage in transactions and enter into contracts and agreements, including this Sales Order, electronically. You consent to receipt of information calls and text messages made by us or our service providers to provide services to you related to this Sales Order. Buyer agrees that Seller may use automatic dialing systems and prerecorded calls to Buyer’s number provided to Seller. Buyer’s mobile provider may charge message and data rates.
Section 20. Term.
Any Sales Order shall survive until all obligations of the Parties thereunder are fully satisfied or discharged.

program year 2020

specific terms

payment terms

Section 1. Cash Up Front Payment Terms.
If “Cash Up Front” is specified on this Sales Order, the following terms and conditions apply:
  1. FBN Direct Online Store Sales Orders.
    1. ACH. If Buyer elects to pay using ACH, Buyer authorizes Seller to electronically debit Buyer’s account, for the amount specified above, and if necessary, to electronically debit or credit Buyer’s account to correct any erroneous charges or if the amount owed changes, as permitted under this Sales Order.
    2. Credit Card. If Buyer elects to pay using credit card, Buyer authorizes Seller to charge Buyer’s credit card, for the amount specified above, and if necessary, to debit or credit Buyer’s credit card to correct any erroneous charges or if the amount owed changes, as permitted under this Sales Order. Buyer further acknowledges that this Sales Order constitutes a B2B transaction and that Seller is permitted to charge Buyer the actual cost associated with permitting Buyer to pay via credit card. To the extent permitted under applicable law, Buyer explicitly consents to the credit card surcharge listed above.
    3. Check. If payment via check is authorized by Seller, Seller must receive payment (and it must clear Seller’s account) within seven (7) calendar days of Buyer signing this Sales Order or prior to the shipment or pickup of Products, whichever is earlier. Seller must receive any additional amounts owed which result because of a permitted change in this Sales Order within 30 days of delivery.
  2. Non-FBN Direct Online Sales Orders. For Sales Orders not placed through the FBN Direct Online Store (e.g. Seed and some fertilizer Products), Seller must receive payment (and it must clear Seller’s account) by check, ACH payment initiated by Buyer or wire transfer initiated by Buyer (with Buyer responsible for any and all transaction fees incurred) within seven (7) calendar days of Buyer receiving this Sales Order Acknowledgement or prior to the shipment or pickup of Products, whichever is earlier.
Section 2. Extended Credit Terms.
If “Extended Credit Terms” are specified on the Sales Order, the terms and conditions set forth in the Application / Master Note / Security Agreement (the “Loan Agreements”) executed by Buyer and the loan commitment letter (if any) shall apply.
  1. Integration with Loan Obligations. Each Sales Order where Extended Terms are identified is expressly incorporated into Buyer’s applicable Master Loan Note & Security Agreement and Commitment Letter (“Loan Agreements”) and Buyer’s obligations under this Sales Order are recoverable under and pursuant to such Loan Agreements. In the event that the terms of the Loan Documents conflicts with these terms and conditions, the Sales Order terms and conditions shall govern.
  2. Extended Terms Payment Due Date. Payment for Sales Orders placed during a Program Year must be received in full on or before the due date specified in the Loan Documents for the applicable Program Year.
  3. Annual Interest Rate Charge & Payment. An annual interest rate charge will accrue from the time the Sales Order is executed until payment is received in full by Seller. The applicable interest rate is as set forth in the Loan Agreements.
Section 3 2020 Purchasing Club Programs.
  1. December 0% Club. If Buyer purchases at least $40,000 worth of Products (crop protection, seed, fertilizer, adjuvant, or biostimulant, with purchases in two of those five categories), by December 20, 2019, then all purchases made between September 1, 2019 and August 31, 2020 will be charged 0% interest if paid in full by January 1, 2021.
  2. January 0% Club. If Buyer purchases at least $70,000 worth of Products (crop protection, seed, fertilizer, adjuvant, or biostimulant, with purchases in two of those five categories), by January 17, 2020, then all purchases made between September 1, 2019 and August 31, 2020 will be charged 0% interest if paid in full by January 1, 2021.
  3. New FBN Member 0% Incentive. If Buyer signs up to become a new first-time FBN member, then Buyer has the opportunity to make purchases on 0% interest extended credit terms within 30 days of the membership sign-up date. To qualify, Buyer must submit such orders within 30 days following FBN membership sign-up date and between January 18, 2020 and August 31, 2020. If Buyer purchases at least $25,000 worth of Products within this 30 day window, then all additional purchases made before August 31, 2020 will be charged 0% interest if paid in full by January 1, 2021.

crop protection and fertilizer product terms

Section 4. Cancellation, Changes, Exchanges, and Returns —Crop Protection and Fertilizer Sales Orders Only.
  1. Quantity Changes. If Seller is unable to deliver the full quantity (e.g., full quantity is no longer available, or the specified pack size is not available, etc.), Buyer agrees to accept and to pay for Products that differ in quantity by +/- 10%. Billing Contact will be charged the same per unit cost that is specified above, but the total amount due will be based on the quantity actually delivered, which may require that Seller credit Billing Contact’s account for any excess amount previously paid or Seller charging Billing Contact any additional quantities not specified above.
  2. Product Changes. If Seller is unable to deliver the Products, Seller will make every effort to try to offer a substitute product and will execute a revised Sales Order if Billing Contact and RUP Contact both agree to the substitution. If a substitute product is not available or Billing Contact and RUP Contact do not agree, Seller reserves the right to cancel this Sales Order and to refund the Billing Contact 110% of the Product price actually paid and 100% of any other charges actually paid.
  3. Value Picks. If a Value Pick Product is listed above, Buyer acknowledges and agrees that it will accept any product that Seller has in inventory with a particular active ingredient, concentration and formulation, and that Seller is not guaranteeing that it will deliver any specific product. Buyer acknowledges and agrees that Seller is permitted to deliver, and that Buyer will accept and be fully responsible for the specific Product delivered as if Buyer had selected a specific product, including, but not limited to, RUP Contact strictly using and applying Product according to the label and as required under applicable federal, state, and local law. Seller also makes no guarantees that the Product delivered is compatible, in a tank mix or otherwise, with any other product.
  4. Exchanges. For Sales Orders dated on or after October 1 of the Program Year, Buyer may elect to exchange up to 100% of the dollar value of the Sales Order, so long as all of the following conditions are satisfied:
    1. For exchanges prior to delivery, Buyer must initiate and complete the exchange process, including signing a revised Sales Order and a new Sales Order, at least 14 days prior to the Delivery Date or start of the delivery window specified above;
    2. For exchanges after delivery, Buyer must initiate and complete the exchange process within 60 days after delivery/pick-up or as otherwise indicated. This includes returning the product to the Seller and signing a revised Sales Order, a new Sales Order, and/or Return Authorization (as applicable). Seller reserves the right to refuse the exchange if products are not in original sellable condition. Buyer is responsible for paying all transportation and freight costs associated with the exchange.
    3. The revised Sales Order and new Sales Order are each effective only if the other has also been executed and this Sales Order shall remain in place until both the revised Sales Order and new Sales Order have been executed;
    4. Buyer may exchange up to 100% of the dollar value of this Sales Order based on the list price of the Products listed above prior to the application of any discounts or promotions and excluding any delivery fees, taxes, or other applicable fees;
    5. Buyer may only exchange Products in whole quantities and Products must be the same Products (product lot) that were originally purchased from Seller;
    6. Buyer may only exchange Products one-time per Sales Order;
    7. Buyer will lose any and all discounts, financing terms, and promotions listed above which are associated with any Products removed or exchanged out under this provision, except if Buyer has qualified for an aforementioned 2020 Purchasing Club Program;
    8. Buyer is subject to product pricing at the time of exchange;
    9. Seller reserves the right to refuse exchanges on special order products
    10. Any new Sales Order which contain Products which have been substituted in for Products exchanged out will need to be paid using the same payment method specified above. For example, if this Sales Order is Cash Up Front, a new Sales Order executed in connection with this provision must also be paid Cash Up Front. The specific terms which govern that payment method, however, may have changed. For example, if this Sales Order is on extended terms, any new Sales Order executed in connection with this provision will governed by the specific extended terms then currently in effect, which may mean the annual interest rate charge or payment due date are different; and
    11. This ability to exchange Products under this provision is subject to the availability of the new Products Buyer desires to substitute in.
    12. This program is not available for Sales Orders where consolidated delivery is indicated.
  5. Returns and Cancellations. For Sales Orders signed on or after October 1 of the Program Year, Buyer may elect to return or cancel up to 100% of the dollar value of this Sales Order, so long as all of the following conditions are satisfied:
    1. Buyer is responsible for paying Seller an 8% restocking fee, which will be calculated based on the dollar value of the products within this Sales Order that are returned;
    2. Buyer must initiate and complete the return process within 60 days after delivery/pick-up or as otherwise indicated. This includes returning the product to the Seller and signing a revised Sales Order, a new Sales Order, and/or Return Authorization (as applicable). Seller reserves the right to refuse the return if Products are not in original sellable condition. Buyer is responsible for paying all transportation and freight costs associated with the return.
    3. Buyer may only return Products in whole quantities and Products must be the same Products (product lot) that were originally purchased from Seller;
    4. Buyer may only return Products one-time per Sales Order;
    5. Seller reserves the right to refuse returns and cancellations on special order products; and
    6. If Buyer does not pick up Products or does not accept delivery within 30 days of the Delivery Window or Delivery Date specified in the Sales Order for any reason not otherwise covered in these Specific Terms, then the Sales Order shall be deemed cancelled and Buyer’s shall be liable to Seller for the 8% restocking fee provided in this Section.
  6. Prevailing Clause. This Section may be amended by terms specified in a Sales Order.
Section 5. Pre-Season Price Guarantee —Crop Protection and Fertilizer Sales Orders Only.
For Sales Orders issued between October 1 and February 28 of the Program Year, Seller will guarantee the price of specific Products which are annotated with “PG” in the item description on the applicable Sales Order. If at any time between when a Sales Order is issued and when Product is delivered (no later than end of the applicable Program Year), Seller lowers the list price (not including promotional or discount pricing) for said Product to a price below the price listed above, Seller will issue Seller a credit for the price difference within one month of delivery. Any credits issued must be used in connection with a new Sales Order with a delivery or pick up date prior to end of the applicable Program Year. Credits cannot be applied to any existing Sales Order or outstanding balances, have no cash value and are not redeemable for cash.

seed terms

Section 6. Cancellation, Changes, and Exchanges – Seed Sales Orders.
  1. Quantity Changes. If Seller is unable to deliver the full quantity of Product ordered: (a) Buyer authorizes Seller to Deliver a smaller quantity of products, so long as it represents 90% or more of the quantity ordered of Product, or (b) if Seller is unable to deliver 90% or more of the quantity ordered, Buyer may cancel this Sales Order without penalty. Buyer will be charged the same per unit cost that is specified above, but the total amount due will be based on the quantity actually delivered, which may require that Seller credit Buyer’s account for any excess amount previously paid or Seller charging Buyer extra for any additional quantities not specified above.
  2. Product Changes. Seller will use best efforts to deliver the Product indicated above, but if Seller is unable to deliver the Product and Buyer is unwilling to modify this Sales Order and take delivery of an alternative Product, Seller may cancel this Sales Order and refund 100% of the price actually paid by the Buyer.
  3. Damaged Product. If the Product arrives in a state that renders it unusable in Seller’s sole determination, Seller will attempt to send a replacement. If Seller is unable to send a replacement Product in time reasonably required for planting, Buyer may cancel this Sales Order and to refund Buyer 100% of the Product price and all other charges actually paid by Buyer.
  4. Seed Selection Add-Ons. If a Product specified above includes a Seed Size and/or a GM Presence add-on and if Seller is unable to deliver Product with that specified add-on, Buyer has the right to cancel that portion of this Sales Order and Seller will refund the price actually paid by Buyer for that portion of the Sales Order.
Section 7. Seed Sales Orders-Return Limited Warranty (Not available on all Seed Products).
If the Return Limited Warranty is included in the Product selected above, Buyer shall have the ability to cancel this Sales Order, return Product, or exchange Product, which shall be governed by the following terms and conditions:
  1. Buyer must select the Return Limited Warranty for all seed Product of the same crop type that Buyer purchases from Seller during a particular Program Year, regardless of how many Sales Orders are placed. For example, if Buyer elects to include the Return Limited Warranty on a subsequent Sales Order, Seller shall retroactively apply the Return Limited Warranty Fee to any previous Sales Orders executed for the same crop type in that Program Year.
  2. Prior to delivery, Buyer shall have the ability to reduce the quantity ordered or to cancel this Sales Order in its entirety in exchange for a refund.
  3. After delivery, Buyer may return for a refund any quantity of Product ordered, so long as the returned Product is in its original, unopened, and undamaged box and Product is not otherwise damaged or unusable in Seller’s sole determination. Returns must be requested on or before June 30 of each Program Year.
  4. If Seller has sufficient inventory, Buyer shall have the right to exchange Product for another Product sold by Seller. Buyer will be responsible for any price difference between the exchanged Products. In the event that Seller is not able to exchange Products, Buyer’s sole remedy is to either retain Product or to return it for a refund. Exchanges must be requested by June 30 of each Program Year.
  5. Buyer is responsible to transport all returned seed Products to the nearest available FBN seed storage location, and may either arrange for the Products to be delivered or pay FBN for all expenses relating to its delivery.
  6. Notwithstanding anything to the contrary, Seller must receive the Return Limited Warranty Fee by check, ACH payment initiated by Buyer or wire transfer initiated by Buyer (with Buyer responsible for any and all transaction fees incurred) and all transportation costs (if any) before Seller will process and accept any returns under this Section.
  7. Any refund or credit pursuant to this Section shall not include a refund or credit of the Return Limited Warranty Fee.
Section 8. Seed Sales Orders –Hard Box Returns.
If Product is delivered in hard boxes, Buyer shall return them to Seller in their original and undamaged condition and no later than September 1 of the applicable Program Year, or Buyer will be charged a fee equal to Seller’s cost to repair the box or, if Seller is unable to repair the box, as determined by it in its sole discretion, a $650 per box replacement fee. Fees charged pursuant to this Section shall be due and owing within thirty (30) days of the invoice date.
Section 9. Seed Sales Orders –Replant Limited Warranty (Not available on all Seed Products).
If the Replant Limited Warranty is included in the Product selected above, Seller agrees to provide Buyer with additional seed Product for replanting purposes, at no additional cost, if the following conditions are satisfied:
Section 10. Special Terms Applicable to Seed Sales Orders Only.
  1. Prompt Notice & Expiration of Claim. Seller must have prompt notice of any claim arising from the use of Products so that an immediate inspection of the allegedly affected seed and/or crop can be made. Buyer shall notify Seller immediately, but in no case later than 30 days after any defect or other basis of such claim is discovered or should be discovered. Any claims for which Seller did not receive notice within such 30 days shall be barred. Any action against Seller for breach of contract and any claim for breach of warranties must be commenced within one year after the cause of action accrue. All actions against Seller shall be barred after such time. To the extent that a claim determination requires laboratory verification, only results from USDA accredited labs shall be considered therefor.
  2. Original Supplier’s Terms and Conditions. To the extent that they do not conflict with this Sales Order, Buyer hereby agrees to any additional terms and conditions imposed by the original supplier, as applicable, that are attached to this Sales Order and/or which may be attached to the Product or contained in its label. For the avoidance of doubt, the terms and conditions of sale of any company for which Seller is acting as a dealer or agent are hereby incorporated pursuant to this Section. Notwithstanding the above, in no event shall Seller have any liability pursuant to these Terms and Conditions in excess of the liability it would otherwise have under the Original Supplier’s Terms and Conditions.
  3. Seller’s Label. The terms and conditions appearing on the labels of any Products labeled by Seller are hereby incorporated herein and are binding on Buyer.
  4. Use of Seed. Unless otherwise agreed by Seller and Buyer in writing or as set forth herein, Seller grants to Buyer a limited, non-exclusive, non-transferable right to use the seed for the sole purpose of growing a single commercial crop for the production of grain or forage for feeding or processing. Buyer agrees that it is not acquiring any rights to use the seed or any parental line(s) that may be unintentionally contained herein for any purpose other than the of a single commercial crop for the production of grain or forage for feeding or processing. Buyer shall not reproduce or transfer the seed or parental line(s). The parental line(s) may also be protected under trade secret laws. Buyer further agrees that under these trade secret rights, any parental seed and the genetic material contained herein is confidential and must be maintained in confidence. Export of the seed and parental line(s) is prohibited. Further, the buyer shall ensure that any crop or material produced from this seed shall only be exported to, or used, processed or sold in countries where all necessary regulatory approvals have been granted. Buyer must destroy any unused seed which is not returned to Seller.
  5. F2F Genetics Network Branded Seed Requirements: If F2F Genetics Network Branded Seed Products are selected, the following terms and conditions apply:
    1. Minimum Order Size. Buyer must order a minimum of: (a) 40 units of corn or (b) 40 units of soybeans. A “unit” is a standard sized commercial bag of seed.
    2. Data Contribution Requirement. Buyer must send Farmer’s Business Network, Inc. planting data (population, depth, spacing etc.) by July 1 of the Program Year and harvest data by November 15 of the following Program Year.
    3. If Buyer fails to satisfy or maintain at all times any or all of these conditions, Buyer reserves the right to cancel this Sales Order, revoke any discounts, benefits or promotions conferred by this program, and/or restrict Buyer from participating in any future seed programs, discounts, or promotions offered by Seller.
  6. Restrictions on Research. Except as Seller has permitted via written consent or for agronomic comparisons and yield testing solely for Buyer’s own use, Buyer or any user of Products shall not conduct any research on or with Product (nor its parental lines, pollen, tissue or any other plant part), nor transfer Products to others for breeding, research or planting of any kind, including but not limited to genetic profiling, sequencing, analyzing molecular species, isolating molecular species, subject to molecular marker analysis (including, but not limited to, using PCR, hybridization or any other technique requiring the inquiry of a nucleic or amino acid, whether directly or indirectly), biotechnical process, genetic manipulation, transformation, mutagenesis, genotyping, DNA fingerprinting, and/or use of double haploid technology, research or generation of herbicide registration data.
  7. Sharing of Personally Identifiable Data (For Traited Seed Only). If this Sales Order contains traited seed, Buyer explicitly consents to Seller sharing Buyer’s personally identifiable data to Buyer’s vendors and the government for the sole purpose of and only to the extent necessary to comply with EPA and other governmental reporting requirements.
  8. Stewardship Agreement (For Traited Seed Only). If this Sales Order contains traited seed, Buyer represents and warrants that it has and will maintain at all required times, a valid stewardship or grower technology agreement and will fully comply with the terms therein, including any and all applicable refuge requirements. Further, Buyer shall provide Seller copies of all applicable stewardship and grower technology agreements or information relating thereto upon request. Seller reserves the right to cancel this Sales Order or require that Buyer return the traited seed unused if Buyer fails to have or maintain a valid stewardship or grower technology agreement or to comply with any of its terms therein.
  9. Soy + 1 Program (Not Available for All Seed Products). If the Soy + 1 Program is selected, the following terms and conditions apply with respect to the acres enrolled in the program:
    1. Buyer is authorized to use the soybean seed harvested from eligible soybean products purchased by Buyer from Seller the previous season (the “Reused Seed”) for the sole purpose of growing a single commercial crop for the production of grain or forage for feeding or processing on such acres at a planting rate of one (1) Unit or less per acre. All other restrictions relating to such soybean seed products shall continue in full force and effect.
    2. Buyer shall provide Seller with planting records for all enrolled acres no later than July 31 of such year in the form reasonably requested by Seller.
    3. Buyer authorizes Seller and its agents to audit Buyer’s books and records and inspect the locations enrolled in the Soy + 1 Program to confirm compliance with the Soy + 1 Program. Buyer shall make all books and records available during customary business hours or as otherwise agreed between Buyer and Seller after receiving a written request from Seller.
    4. Seller shall cause samples of Reused Seed submitted to it by Buyer (if any) to be tested for germination and glyphosate tolerance, if applicable. Seller’s commitment to test Reused Seed is conditioned upon Buyer following any instructions provided by Seller in writing from time to time and Buyer using any containers provided by Seller.
    5. Buyer shall not sell, give away or otherwise transfer the Reused Seed to any party or use the Reused Seed for any purpose other than explicitly authorized as part of the Soy + 1 Program.
    6. Seller makes no representations or warranties regarding the quality or suitability for planting of the Reused Seed, including but not limited to germination, glyphosate tolerance. Buyer’s decision to plant the Reused Seed is undertaken in Buyer’s professional judgment with full awareness of any potential adverse effects.
    7. In no event does the Soy + 1 Program authorize any use of soybean seed not purchased from Seller or ineligible soybean seed purchased from Seller for any purpose other than the production of a single commercial crop or as otherwise provided by such seller.
    8. In the event Buyer is required to replant an acre enrolled in the Soy + 1 Program that was previously planted with Reused Seed, Buyer shall pay a second Soy + 1 Royalty in order to replant such acres with additional Reused Seed.

other product terms

Section 11. Terms Applicable to Seed Treatment Only.
If Custom Blend Seed Treatment Products are specified in a Sales Order, the Sales Order is for Seller’s designated manufacturer to deliver designated Custom Blend Seed Treatment Products directly to Buyer, as packaged by such manufacturer and for Buyer’s use and not for resale and not to be held in inventory. Seller’s designated manufacturer retains title and bears inventory risk of loss which shall pass to Buyer at the delivery point. All others terms and conditions of this Sales Order apply.
Section 12. Atarrus Special Program.
For Buyers who have completed an Atarrus Opt In form, the following program terms and conditions shall apply:

Program Level

Advanced Innovator

Available only to the first 100 buyers (based on the date a sales order is executed) who complete all program requirements.

Requirements

1. Purchase Requirement. Buyer must purchase a minimum of 40 gallons of Atarrus.
2. Trial Requirement. Buyer must conduct a 160 acre minimum strip trial, using Atarrus in a first foliar post application on 50% of the trial acres at a labeled rate of 1 pint per acre. All other trial conditions, including, but not limited to, tank mix, seed selection and other applications, must be the same for all trial acres.
3. Data Requirement. Buyer must provide Seller with 1 complete year of planting, application and harvest data covering the trial required above. All data must be precision data. Buyer must also provide a scouting photo from the day of application. Data must be labeled with whether Atarrus was applied or not and must indicate the exact products used in the tank mix, if applicable. All data must be provided by no later than January 15, 2021.

Coupon

If Buyer completes all of the applicable program requirements, Buyer will receive a $1,000 FBN Direct coupon to be used on any future FBN Direct order. Limit one coupon per account. Coupon is non-transferrable and not redeemable for cash. Coupon must be used in connection with a future sales order executed after the receipt of this coupon, but before September 30, 2021.

Innovator
1. Purchase Requirement. Buyer must purchase a minimum of 40 gallons of Atarrus.
2. Trial Requirement. Buyer must conduct a 150 acre minimum trip or split trial, using Attarus in a first foliar post application on 50% of the trial acres at a labeled rate of 1 pint per acre. All other trial conditions, including, but not limited to, tank mix, seed selection and other applications, must be the same for all trial acres.
3. Data Requirement. Buyer must provide Seller with 1 complete year of planting, application and harvest data covering the trial required above. Planting data may be precision or manual data. Application and harvest data must be precision data. Data must be labeled with whether Atarrus was applied or not and must indicate the exact products used in the tank mix, if applicable. All data must be provided no later than January 15, 2021.
If Buyer completes all of the applicable program requirements, Buyer will receive a $350 FBN Direct coupon to be used on any future FBN Direct order. Coupon must be used during the Program Year in which it is issued. Limit of one coupon per account. Coupon is non-transferrable and not redeemable for cash.

delivery designee

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permission notice

(844) 200-FARM

info@farmersbusinessnetwork.com

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