Terms of Sale
Master Distribution Agreement
Version: MDA-US-4
This Master Distribution Agreement (“Agreement”) consists of General Terms—applicable to all orders, and Specific Terms—which apply to specific product categories or types of Sales Order Acknowledgments. Please read all applicable terms thoroughly and carefully.
Important Note--Current Terms on FBN®.COM. Seller may publish modifications to these General Terms or program year Specific Terms through its website at fbn.com from time to time. The current terms posted on fbn.com reflect the most up to date information about Seller’s terms of sale and distribution. If you don’t agree with any new terms, you are free to reject them; but that means you will no longer be able to purchase Products from Seller.
GENERAL TERMS
1. Master Distribution Agreement. FBN Inputs, LLC or an affiliate identified on the applicable Specific Terms attached hereto and incorporated herein (“Seller”) will provide Products, as set forth in one or more Sales Order Acknowledgments (defined below). All Sales Order Acknowledgments are incorporated by reference in this Agreement, notwithstanding the fact that the Sales Order Acknowledgment may not be physically attached to this Agreement. Throughout this Agreement, unless the context requires otherwise, reference to this Agreement shall also include Sales Order Acknowledgments. Each individual Sales Order Acknowledgment will define in detail the products to be sold by Seller to Buyer (“Products”) under such Sales Order Acknowledgment.
A. Definitions.
i. “Billing Contact” is the natural person identified on the agreement screen hereto.
ii. “Buyer” is the entity(ies) or person(s) identified on the agreement screen hereto.
iii. “Program Year” means the period from September 1 to August 31.
iv. “RUP Contact” has the meaning specified in Crop Protection Specific Terms.
v. “Specified Delivery Location” means the delivery address specified on the applicable Sales Order Acknowledgement and as modified by Buyer prior to delivery.
B. 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.
C. Confirming a Sales Order—Sales Order Acknowledgments. The following constitute a “Sales Order Acknowledgment” for all purposes under this Agreement: (i) a written sales order on Seller’s form signed (physical or electronic) by both Seller and Buyer, (ii) electronic placement and acceptance of an order through the FBN Direct online store or mobile application. All other sales orders are not binding until confirmed by Seller in the form of an electronic acknowledgement (the “Sales Order Acknowledgment”) delivered either to Buyer’s email address on record with Seller or electronically through Buyer’s member account with Seller available through fbn.com stating the identity, quantity and price of the Products purchased by Buyer together with the requested Delivery Location and Delivery By Date. A binding Sales Order Acknowledgement issued in accordance with this Agreement constitutes Seller’s agreement to sell and Buyer’s agreement to purchase the Products specified on the terms stated in such Sales Order Acknowledgement.
IMPORTANT NOTE: IT IS BUYER’S RESPONSIBILITY TO REVIEW AND VERIFY THE DETAILS OF ALL SALES ORDER ACKNOWLEDGMENTS ISSUED PURSUANT TO THIS AGREEMENT, INCLUDING ORDERS INITIATED BY MEMBERS OF BUYER’S TEAM.
E. 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 Acknowledgment are the confirmed prices with respect to Products specified in such Sales Order Acknowledgment. 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 Acknowledgment, or (b) revoke the discount or promotional price and charge Buyer the non-discounted or non-promotional price.
F. Due Date. All amounts are due and payable as specified in the applicable Sales Order Acknowledgment which will specify whether Cash Upfront, Financing, or Extended Credit terms apply. If no payment terms are specified in the applicable Sales Order Acknowledgment, then all amounts are due and payable upon delivery.
G. 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.
H. Payment and Notice. All payments should be sent to the precise address specified on the applicable Sales Order Acknowledgment, Invoice, or Billing Statement.
I. 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 Acknowledgment 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.
J. 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 Acknowledgment 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 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.
K. 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 Acknowledgment or invoice, or no less than seven (7) calendar days prior to the shipment or pick up of Products, whichever is earlier.
L. 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 this Agreement or an applicable Sales Order Acknowledgment and Buyer consents to Seller perfecting such PMSI through any necessary or desirable notices or filings, including UCC filings.
M. Non-FBN Direct Online Sales Orders. For Sales Orders not placed through the FBN Direct online store, 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 the Sales Order Acknowledgement or prior to the shipment or pick up of Products, whichever is earlier.
2. Default; Default Interest; Failed Payment Fee.
A. 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 Acknowledgment, 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.
B. 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.
C. 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 fulfillment of a Sales Order Acknowledgment until payment is received, and payment clears Seller’s account.
3. Good Standing. 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 Agreement and all Sales Order Acknowledgments. 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 Acknowledgment). If Buyer fails at any time to maintain good standing, Seller reserves the right to cancel or delay fulfillment of any Sales Order Acknowledgment.
4. Buyer’s Representations and Warranties. Buyer represents, warrants and covenants to Seller that (a) the Products are for agricultural 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) Buyer and Billing Contact have the power and authority to enter into this Agreement, and (c) 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, (d) any orders placed under this Agreement reflect a business to business (B2B) transaction and are not for personal, consumer, or residential use. 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 Acknowledgment 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.
5. Packaging and Delivery.
A. 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).
B. Delivery. Seller will deliver to Buyer’s Specified Delivery Location, which Buyer represents and warrants is suitable for receipt and handling of the Products.
C. 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 applicable Sales Order Acknowledgment.
D. 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.
E. 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, 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 reject delivery, note damages or missing items on the Bill of Lading, and contact Seller within twenty-four (24) hours for correction.
6. Damaged Products. Buyer’s and Seller’s responsibilities with respect to damaged Products are defined in the applicable Specific Terms.
7. Assignment. Buyer acknowledges that this Agreement may only be amended with the written or electronic consent of both parties. Buyer may not assign, delegate or transfer this Agreement 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 Agreement and its rights and obligations hereunder without consent.
8. Severability. If any provision of this Agreement or any Sales Order Acknowledgment 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.
9. Governing Law; Consent to Jurisdiction and Venue. This Agreement and all Sales Order Acknowledgments 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.
10. No Class Actions. Due to the individualized nature of the transactions contemplated under this Agreement and any Sales Order Acknowledgement, 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.
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 ACKNOWLEDGMENTS AND ANY OTHER DOCUMENTS BASED UPON, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND ACKNOWLEDGMENTS IN THIS SECTION.
12. Attorney’s Fees, Costs & Non-Waiver. Buyer shall pay all costs incurred by Seller in enforcing this Agreement and all Sales Order Acknowledgments, including, but not limited to, collecting amounts owed under a Sales Order Acknowledgment, 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 Acknowledgment, 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 Agreement or any Sales Order Acknowledgment (including any delay in pursuing payment upon default), or pursuant to any applicable law, shall be a waiver of such rights.
13. Confidentiality. This Agreement and any Sales Order Acknowledgments and the information contained herein or therein are the confidential information of Seller. Of course in keeping with FBN's longstanding commitment to price transparency, confidentiality does not apply to product pricing or program terms which may be freely shared.
14. Battle of Forms. Seller’s Sales Order Acknowledgment takes precedence over Buyer’s purchase order or any other document or agreement pertaining to the Products specified herein.
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.
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 Agreement or any Sales Order Acknowledgment, (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.
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 ACKNOWLEDGMENT, 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.
18. Force Majeure. Selling Parties will not be responsible or liable for any delay or failure to fulfill a Sales Order Acknowledgment 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, epidemic or pandemic, 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.
19. Consent to Electronic and Telephonic Communication. By executing this Agreement, Buyer agrees to engage in transactions and enter into contracts and agreements, including Sales Order Acknowledgments, 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 Agreement or any Sales Order Acknowledgment. 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.
20. Term. The term of this Agreement is through expiration of the Program Year during which the Agreement was signed by Buyer (the “Term”). The Term will automatically renew for successive one year period unless terminated by either party on ten (10) days notice. Any Sales Order Acknowledgment issued pursuant to this Agreement shall survive termination of this Agreement until all obligations of the Parties thereunder are fully satisfied or discharged.
PROGRAM YEAR 2026
SPECIFIC TERMS
Version: November 4, 2025
IMPORTANT NOTES--PLEASE READ
Specific Terms. These Program Year 2026 Specific Terms consist of items that supplement or amend the Master Distribution Agreement. If Buyer executed a Master Distribution Agreement before September 1, 2020, then these Specific Terms contain amendments to the Agreement. In the event of a conflict between these Specific Terms and the Agreement, these Specific Terms govern. Additionally, if Buyer is purchasing Products under a written agreement executed by both Buyer and FBN other than the Master Distribution Agreement, the terms of such other agreement shall govern.
Current Terms on FBN.COM. Seller may publish modifications to the Master Distribution Agreement General Terms or program year Specific Terms through its website at https://www.fbn.com/direct/terms-and-conditions from time to time. The current terms posted on fbn.com reflect the most up to date information about Seller’s terms of sale and distribution. If you don’t agree with any new terms, you are free to reject them; but that means you will no longer be able to purchase Products from Seller.
Additional Programs. From time to time, Seller may offer additional promotions, discounts, and other incentives that are not described in these Specific Terms. Also, certain products may be offered on an "All Sales Final" basis, or your order may contain products with supplemental terms and conditions. Any such programs, offers or terms applicable to Products Buyer orders will be specified on the applicable Sales Order Acknowledgement.
PAYMENT TERMS
Sales Order Acknowledgement Effective Date | Interest Rate (subject to on-time payment; default rates apply) |
September 1, 2025 - August 31, 2026 | 2.99% or 0.0% with rate lock qualification through September 30, 2026; rate adjusts to Prime + 2.5% Oct. 1, 2026. |
Input Financing. These terms apply to all Products purchased using Input Financing.
Interest Rates. Input Financing interest rates will be assessed based on the issuance date of the applicable SOA at rates listed in the table above.
Integration with Loan Obligations. Each SOA where Input Financing is identified is expressly incorporated into Buyer’s applicable Application/ Master Note / Security Agreement or the Credit Application and Agreement, as applicable, and Commitment Letter (collectively, the “Loan Agreements”) and Buyer’s obligations under the Agreement, these Specific Terms, and such SOAs are recoverable under and pursuant to such Loan Agreements. In the event that the terms of the Loan Documents conflict with these Specific Terms, these Specific Terms And the SOA terms and conditions shall govern.
Input Financing 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.
Annual Interest Rate Charge & Payment. An annual interest rate charge will accrue from the time each SOA is issued until payment is received in full by Seller. The applicable interest rate shall be the rate set forth above, as determined by the creation date of the SOA.
Program Year 2026 Purchasing Promotional Rate Programs. The following programs are available if Buyer is approved for Input Financing and executes and delivers the Loan Agreements:
0% Rate Lock
For purchases made September 1, 2025 - December 31, 2025
Minimum spend requirement of $20,000, starting with purchases as of Sept. 13, 2025; and
4 products, $1000 per product of crop protection, adjuvants or crop nutrition (excluding bulk fertilizer) or livestock (animal health, liquid feed and mineral)
GENERAL TERMS AND CONDITIONS THAT APPLY TO ALL ORDERS
Definitions.
“Pre-Season” means on or prior to April 14 of any Program Year.
“In-Season” means April 15 through the end of the Program Year.
“SOA” means Sales Order Acknowledgement.
“Estimated Delivery Date” means the date communicated via email to the Buyer and available on Buyer’s FBN.com account within the Order History page.
“RUP Contact” is the natural person or applicator identified in Buyer’s FBN account or on the applicable SOA who assumes all responsibilities under applicable federal and state law with respect to the selection, purchase, handling and use of restricted use pesticides and other Products requiring a specific license to purchase.
“Crop Cover Seed” is defined as a single species or blend planted alongside or between cash crop cycles, primarily to reduce erosion, enrich soil, improve nutrient availability, and that may be used for forage; but otherwise is not harvested or sold.
“Bulk Fertilizer” in relation to the Products means fertilizer purchased in unpackaged.
"Animal Health” in relation to Products means veterinary pharmaceutical and biological products, and their associated Supplies, including branded, generic, prescription and over-the-counter (OTC) veterinary pharmaceutical and biological products.
"Feed” in relation to Products means animal feed, including feed containing antibiotics, non-medicated feed, and feed supplements.
“Prescription” is an instruction written by a licensed veterinarian that authorizes an animal or group of animals to be provided medicine or treatment.
“Veterinary Feed Directive” or “VFD” is a written authorization allowing animal keepers to use animal feed containing specified antibiotics in accordance with Food and Drug Administration (FDA) approved directions for use.
Returns. Return terms for each category are listed in Section 7.
Sales Order Acknowledgements. Seller’s issuance of a SOA is immediately binding upon Buyer. The "Promise Date" will be communicated on the applicable SOA. Buyer cannot amend the Promise Date within 14 days of the Promise Date.
Marketplace Sellers. Certain products available on FBN.com may be sold by companies other than FBN Inputs, LLC or its affiliates (each a “Marketplace Seller”). In such cases, the Marketplace Seller will be clearly identified on the product listing within the FBN Direct store and will also be specified in the SOA. For purposes of these terms, the Marketplace Seller shall be included in the definition of “Seller.” Additional terms of sale may apply to specific Marketplace Sellers, which will be outlined at the bottom of these terms. It is the Buyer’s responsibility to review and comply with any such additional terms when purchasing from a Marketplace Seller on FBN.com. The terms herein shall apply unless additional terms under the Marketplace Seller’s specific terms contradict, in which case the Marketplace Seller’s specific terms will control.
Buyer’s Representations and Warranties. Buyer represents, warrants and covenants to Seller that (a) the Products are for agricultural 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) with respect to all restricted use pesticides and other Products requiring a specific license to purchase, that the RUP Contact is solely responsible for the selection of such 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) with respect to all animal health Products, that the Buyer is solely responsible for the selection of such Products, including whether the Products are suitable remedy for the disease or pest Buyer seeks to control, or for whatever other purpose the Buyer selects the Product for, (d) the Billing Contact, RUP Contact, and any other parties Buyer authorizes to submit ordered on its behalf, have the power and authority to enter into this Agreement on behalf of Buyer, and (e) 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. 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 SOA 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.
Usage of Products. Seller does not authorize anyone, its agents or employees, to recommend purchase or use of any Product sold by Seller in any manner other than according to the manufacturer's current label directions.
Value Picks. If a Value Pick Product is listed on the SOA, Buyer acknowledges and agrees that it will accept any product that Seller has in inventory with a particular active ingredient, concentration or 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.
Quantity Changes. If Seller is unable to deliver the exact 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 in the SOA, 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 in the SOA.
Product Changes and Substitutions. If Seller is unable to deliver a specific Product, we will make a reasonable effort to offer a substitute. If a substitute is not available or the Billing Contact does not agree to it, Seller reserves the right to cancel the order for that Product and refund 100% of the price you paid for it.
Split Delivery; Partial Shipment. Seller may fulfill Buyer’s order in one or more split deliveries or partial shipments based on inventory or delivery capacity and other factors.
Product Reporting Requirements. Certain product manufacturers and regulators require Seller to report information about transactions. This information may include invoice data, Buyer "bill to" and "ship to" information, and product details (collectively, "Product Reporting Data"). Buyer expressly authorizes Seller to disclose Product Reporting Data to these manufacturers and regulators when required.
Escalation Clause. Any increase in Seller’s cost of supplying the product caused by any level of government law, regulation, tax, tariff, or other burden imposed after the date of the SOA imposed on ownership, storage, processing, production, importation, transportation (including fuel surcharges), distribution, use, or sale of the Product will be added to the price of the Product. Seller will contact Buyer regarding any such adjustment and customer will have fifteen (15) days after delivery of the notice to accept the price adjustment or cancel the order for a full refund. If Buyer does not respond within the acceptance period, Seller reserves the right to cancel the applicable Products and to refund 100% of the Product price actually paid.
TERMS APPLICABLE TO PURCHASES OF PRODUCTS NOT IN SPECIFICALLY LISTED CATEGORIES
Delivery
Promise Date. Whether an order is placed during Pre-Season or In-Season, the SOA will establish a Promise Date, which is the date you indicated the order must be delivered by.
Pre-Season Deliveries. Seller will use commercially reasonable efforts to deliver products by the Promise Date specified in the SOA but reserves the right to deliver Products any time after February 1st and up to three (3) business days after the specified Promise Date.
In-Season Deliveries. Seller will use commercially reasonable efforts to deliver products by the Promise Date specified in the SOA, which will vary based on Product ordered, geography, changes in inventory or delivery capacity, and date and time of order placement.
Delivery Guaranty. If Seller is unable to deliver Products according to B and C above and Buyer is unwilling to modify the Promise Date; Seller will cancel the applicable SOA and refund Buyer 100% of the Product price actually paid by Buyer.
Shipping. FBN is not responsible or liable for delivery errors or delays caused by the carrier or force majeure.
Damaged Goods. If Products arrive visibly damaged or with the Product label removed, missing or illegible, it is Buyer’s responsibility to immediately reject the Product and not accept delivery. If delivered Product is damaged, Buyer must 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 SOA and refund Buyer 100% of the Product price actually paid by Buyer. In order to qualify for the aforementioned refund, Buyer must either provide evidence of Product disposal (in the case of Product where disposal is regulated, through a state-sponsored or state-registered disposal program) or return to Seller the affected Product unused and in original packaging condition.
Failed Delivery Fee. 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 may charge Buyer a failed delivery fee of $200. If Buyer fails to accept delivery or pick up Products within 7 days of the Estimated Delivery Date, the order will be deemed canceled and an 8% restocking fee will apply.
TERMS APPLICABLE TO CROP PROTECTION AND ADJUVANTS
Delivery
Promise Date. Whether an order is placed during Pre-Season or In-Season, the SOA will establish a Promise Date, which is the date you indicated the order must be delivered by.
Pre-Season Deliveries. Seller will use commercially reasonable efforts to deliver products by the Promise Date specified in the SOA but reserves the right to deliver Products any time after February 1st and up to three (3) business days after the specified Promise Date.
In-Season Deliveries. Seller will use commercially reasonable efforts to deliver products by the Promise Date specified in the SOA, which will vary based on Product ordered, geography, changes in inventory or delivery capacity, and date and time of order placement.
Delivery Guaranty. If Seller is unable to deliver Products according to B and C above and Buyer is unwilling to modify the Promise Date; Seller will cancel the applicable SOA and refund Buyer 100% of the Product price actually paid by Buyer.
Damaged Goods. If Products arrive visibly damaged or with the Product label removed, missing or illegible, it is Buyer’s responsibility to immediately reject the Product and not accept delivery. If delivered Product is damaged, Buyer must 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 SOA and refund Buyer 100% of the Product price actually paid by Buyer. In order to qualify for the aforementioned refund, Buyer must either provide evidence of Product disposal (in the case of Product where disposal is regulated, through a state-sponsored or state-registered disposal program) or return to Seller the affected Product unused and in original packaging condition.
Failed Delivery Fee. 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 may charge Buyer a failed delivery fee of $200. If Buyer fails to accept delivery or pick up Products within 7 days of the Estimated Delivery Date, the order will be deemed canceled and an 8% restocking fee will apply.
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 Estimated Delivery Date communicated for pre-season orders. Failure to identify a Delivery Designee as required by this Section may result in Buyer’s order being delayed or redirected. RUP Contact may identify Delivery Designee(s) as follows:
Delivery Designee Form. Complete and sign the Delivery Designee Form attached to this Agreement.
Team on fbn.com. Update Buyer’s Team settings on fbn.com to include Delivery Designees.
For North Dakota Residents. Complete, sign and return to Seller an Authorization to Receive Restricted Use Pesticides (RUP’s) available at:https://www.ndda.nd.gov/sites/www/files/documents/files/SFN17783RUP_0.pdf
For Florida Residents. Complete, sign and return to Seller an Authorized Purchasing Agent Designation available at: https://forms.freshfromflorida.com/13352.pdf
Terms Applicable to Seed Treatment Only. If Custom Blend Seed Treatment Products are specified in a SOA, the SOA 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 other terms and conditions of this Agreement and the applicable SOA apply.
AGRICULTURAL CHEMICAL WARNING; ASSUMPTION OF RISK. We are providing you this express warning and notice of the risks surrounding this product, including allegations that this product is a human carcinogen and that exposure to this product can cause injuries. By purchasing this product, you (1) acknowledge this warning and notice, (2) affirm your duty and obligation to read and follow all product labels directions, and (3) expressly assume all risks arising from or related to your purchase or use, and the use by your employees and agents, of this product, including risks of personal injury not limited to non-Hodgkin’s lymphoma, Chronic Lymphocytic Leukemia, colon and lung cancer, other types of cancer and other bodily injuries. This warning may be expanded for specific products as provided in that product’s listing on FBN.com and those expanded warnings are herein incorporated by reference.
Terms Applicable to San Joaquin Valley, CA Ozone Nonattainment Area Buyers Only. If Buyer purchases high-volatile organic compound (VOC) non-fumigant products with agricultural uses, as specified in the Annual Volatile Organic Compound Emissions Inventory Report, the following shall apply: High-volatile organic compound non-fumigant products containing abamectin, chlorpyrifos, gibberellins, or oxyfluorfen as a primary active ingredient are subject to additional use restrictions during May 1 through October 31 when used in the San Joaquin Valley ozone nonattainment area on the following crops: alfalfa, almond, citrus, cotton, grape, pistachio, and walnut. Use prohibitions that may apply are found in Title 3, California Code of Regulations, section 6884. The operator of the property must obtain a written recommendation of a licensed pest control adviser prior to use on these crops during this time period.
TERMS APPLICABLE TO BULK FERTILIZER
Packaging and Delivery.
Bulk Fertilizer will be delivered to Buyer’s Delivery Location, as indicated by Buyer at the time of purchase on a no-signature required basis. It is Buyer’s responsibility to ensure a safe and secure external delivery drop-off location is available at the designated Delivery Location and that Buyer personnel are available for receipt or prompt handling of delivered Product on the applicable scheduled delivery date and time. Seller shall not be liable for Product loss, theft or damage following delivery.
Seller will use commercially reasonable efforts to deliver Product to Buyer according to the delivery dates submitted with orders accepted by Seller. In the event Seller cannot meet the expected delivery dates, Seller will work with Buyer to develop a delivery schedule. Buyer will have no claim for damages resulting from any such delay in delivery.
If Buyer fails to give shipping instructions for or to accept delivery of all or any part of this order within the time limit specified, Seller may at its option without prejudice to its other legal rights, either cancel such undelivered portion or hold the Product for Buyer’s account, in which latter event Buyer agrees to pay a carrying charge at Seller’s then-current rates.
Shipping. FBN is not responsible or liable for delivery errors or delays caused by the carrier or force majeure.
ASSUMPTION OF RISK. Buyer assumes any and all liability for loss, damage or injury to persons or property, resulting from the use or subsequent sale of the Product, either alone or in combination with other goods and/or services.
TERMS APPLICABLE TO ANIMAL HEALTH & FEED
Packaging and Delivery—Animal Health.
Animal Health Products will be either shipped via common carrier or LTL service to Buyer’s designated Delivery Location or picked up. If Buyer does not pick up Products or does not accept delivery within 7 days of the Estimated Delivery Date communicated for orders or Delivery Date specified in the SOA for any reason not otherwise covered in these Specific Terms, then the SOA shall be deemed canceled and Buyer’s shall be liable to Seller for the 8% restocking fee provided in this Section.
Animal Health Products requiring temperature control will be packaged by Seller in insulated packaging suitable for maintaining Product temperature within acceptable tolerances specified on the Product label for a period of 24 hours after the applicable scheduled delivery date and time. It is Buyer’s responsibility to promptly unpack and properly refrigerate any Product requiring temperature control. Seller shall not be liable for Product damage due to Buyer’s untimely Product refrigeration following delivery.
Animal Health Products will be delivered to Buyer’s Delivery Location on a no-signature required basis. It is Buyer’s responsibility to ensure a safe and secure external delivery drop-off location is available at the designated Delivery Location and that Buyer personnel are available for receipt or prompt handling of delivered Product on the applicable scheduled delivery date and time. Seller shall not be liable for Product loss, theft or damage following delivery.
Damages and Shortages—Animal Health and Feed. It is Buyer’s responsibility to contact the delivering carrier immediately and save all packing material for inspection in the event of damage or shortage in delivered Product. Damages and shortages must be reported promptly, in no event later than 24 hours following delivery. 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, Buyer may cancel the Sales Order and Seller will refund Buyer 100% of the Product price and all other charges actually paid by Buyer.
Shipping—Animal Health and Feed. FBN is not responsible or liable for delivery errors or delays caused by the carrier or force majeure.
Prescription Orders—Animal Health. Animal Health Products requiring a prescription can only be dispensed as written by a licensed veterinarian. The prescription must be written for the specific medication and quantity. Any changes will require a new prescription from a licensed veterinarian.
Veterinary Feed Directive (VFD) orders. Medicated feed orders requiring a VFD as regulated by the FDA can only be fulfilled as specified in a valid VFD written by a licensed veterinarian. The VFD must be written for a specific medicated feed, quantity and herd. Any changes will require a new VFD from a licensed veterinarian.
California Operator Identification Number–Livestock Products. Buyer is exempt from the requirement to obtain an Operator Identification Number to purchase pesticide products intended for use only on livestock.
EDI Requirements. Certain manufacturers of Animal Health and Feed products and regulators require distributors and retailers to report information to the manufacturer. Required information reporting includes, but is not limited to, invoice data (date, number, and other identifying invoice information), Buyer “bill to” and “ship to” information (name, address, phone number), product information (manufacturer name, SKU, product description, quantity, unit of measure, unit price, extended sales price) (collectively, “EDI Data”). Buyer expressly authorizes Seller to disclose EDI Data to Product manufacturers and regulators when and if required.
Warranty Disclaimer. In addition to the Warranty Disclaimers contained in the Agreement, sale of Animal Health and Feed Products is subject to the following additional warranty disclaimers: SELLING PARTIES DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW AND AS APPLICABLE TO EACH PRODUCT THAT SUCH PRODUCTS WILL CAUSE OR RESULT IN SPECIFIC ANIMAL HEALTH, RESISTANCE, IMMUNITY, NUTRITION, OR PERFORMANCE OUTCOMES OR THAT THE PRODUCTS WILL NOT RESULT IN ANY UNDESIRED SIDE-EFFECTS INCLUDING WITHOUT LIMITATION ANIMAL INJURY OR DEATH.
EXCHANGES, CANCELLATIONS AND RETURNS FOR EACH PRODUCT CATEGORY
Products Not in Specifically Listed Categories, Crop Protection, Fertilizer, Adjuvants, and Crop Nutrition.
Returns and Exchanges. Buyer may exchange or return up to 100% of the dollar value of a Sales Order Acknowledgment if all of the following conditions are met:
Timing (Pre-Delivery): Exchanges must be completed at least 14 days prior to the Estimated Delivery Date.
Timing (Post-Delivery): For orders delivered before May 1, 2026, exchanges and returns must be completed by June 30, 2026. For orders delivered on or after May 1, 2026, exchanges and returns must be completed within 60 days of delivery, but no later than August 31, 2026.
Fees: If the new order value is less than the exchanged value, the difference is treated as a return and is subject to a 4% restocking fee. A $150 flat fee applies to all post-delivery exchanges and returns picked up by Seller. Returns are subject to an 4% restocking fee.
Condition: Products must be in original, saleable condition, in whole quantities (full cases or totes), and be the same lot originally purchased.
Pricing: Buyer may exchange up to 100% of the dollar value of this SOA based on the list price of the Products listed in the SOA prior to the application of any discounts or promotions and excluding any delivery fees, taxes, or other applicable fees. Buyer is subject to product pricing, promotions, and payment and financing terms in effect at the time of the exchange.
Ineffective Exchanges: Seller retains the right to refuse exchanges if the new sales order contains the same quantity and mix of items being returned.
Payment: The new Sales Order must use the same payment method as the original order, subject to the financing terms then in effect.
Failure to Accommodate Pick up: If Seller communicates return pick up BOL, and Buyer fails to provide product to be returned, Seller may cancel return request and charge a $200 failed Return Pick Up fee.
Seller’s Determination Binding: Seller’s determination of value of exchanged or returned Product as well and compliance with all program terms for exchange or return is final and binding.
Effect of Return or Cancellation: Return of Product or cancellation of a SOA results in loss of eligibility of any specific program terms applicable to the returned or canceled Product or SOA.
Cancellations. Buyer may cancel an order at least 5 days prior to the Estimated Delivery Date.
Fees: Cancellations are subject to a 4% cancellation fee.
Ineligible Products for Return, Exchange, or Cancellation. The policies in Sections 3.1, 3.2, and 3.3 DO NOT apply to the following products, which are considered final sale and may not be returned, exchanged, or canceled, unless otherwise specified in the Sales Order Acknowledgment:
All Bulk Fertilizer.
Biologicals, inoculants, and fertilizer.
Products containing either glyphosate or glufosinate.
Custom blend seed treatments or other special order products.
Animal Health and Feed
Returns—Animal Health. Returns and exchanges are not accepted for any Animal Health Products. Replacements or discounts for damaged or wrong orders will be approved on a per order basis. Guidance on proper disposal of unused, unwanted, damaged, or expired Product is available by calling the FBN Pharmacy at (877) 218-9411.
Returns—Feed. Returns and exchanges are not accepted for any Feed Products. Replacements or discounts for damaged or incorrectly fulfilled orders will be approved on a per order basis.
Crop Cover Seed
Cancellations and Exchanges. Cancellations or exchanges are permitted up to 14 days prior to Promise Date. No returns or cancellations permitted after this point. Cancellations are subject to a 4% restocking fee. For exchanges, if the revised or new Sales Order is not equal to or greater in value than amount cancelled, the overage (Amount Cancelled minus new Sales Order) is considered a cancellation and subject to a 4% restocking fee.
MARKETPLACE SELLER SPECIFIC TERMS
The following terms apply to purchases from the following specific Marketplace Seller as indicated in the section heading.
AgriHorizon, Inc dba SEITEC GENETICS.
120 E. Deborah Ave.
Fremont, NE 68025
seitec@seitec.com
A. No cancellations or returns for treated or inoculated soybeans.
B. Returns and Replants.
No cancellations or returns for treated or inoculated soybeans.
Eligible seed must be returned for credit by June 24th, 2026.
All replant seed must be reported by July 10th, 2026.
Seed refund checks will be issued in August of 2026.
Returns are subject to a 4% return fee.
C. Buyer agrees only to use the Products offered by Seller to produce a commercial crop for grain. Buyer agrees not to supply any of the Products to anyone for planting and agrees not to save any crop produced from the Products for replanting or supply saved seed to anyone for replanting. Buyer agrees not to use the Products or provide it to anyone for crop breeding, research, or seed production.
D. IMPORTANT NOTICE: USE RESTRICTION
The parental lines used to produce this hybrid seed are owned by or licensed to Seitec Genetics. Seitec Genetics grants to Buyer a limited, non-exclusive, non-transferable right to use the product licensed hereunder for the sole purpose of production of grain and/or forage for feeding or processing. Buyer agrees that it is not acquiring any rights to use the hybrid or any parental lines(s) that may be unintentionally contained herein for purposes other than production of grain and/or forage for feeding or processing. Buyer shall not reproduce or transfer said hybrid or parental lines(s), nor subject them (nor the pollen or any other plant part) to any breeding, biotechnology process, gene editing, or any other genetic manipulation techniques, including (but not limited to) tissue culture, genetic fingerprinting or transformation techniques. The parental lines(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 hybrid and parental line(s) is prohibited. Unless accepted on the foregoing terms, Buyer shall return the seed in the original unopened container within 15 days of purchase for a refund of the purchase price.
E. Order calculations for prepayment purposes only. Cash discounts based on cash paid and timing. Invoices will be created from actual delivered units.
Orders for Seitec Genetics products are received and processed at Seitec facilities in Fremont, Nebraska. All shipments are prepared specifically for purchaser and all products are considered sold when shipped from an authorized Seitec warehouse.
F. THIS IS A LEGAL CONTRACT BETWEEN DISTRIBUTOR AND BUYER THAT SPECIFIES THE TERMS OF THE PURCHASE AND USE OF THIS SEED. Read all terms on both sides of this form before buying or using this seed. If the terms are not acceptable, return unopened seed bags to Distributor within 15 days of purchase for a full refund of purchase price paid. Use of this seed constitutes acceptance of these terms.
G. Buyer agrees only to use this seed to produce a commercial crop for grain. Buyer agrees not to supply any of this seed to anyone for planting and agrees not to save any crop produced from this seed for replanting or supply saved seed to anyone for replanting. Buyer agrees not to use this seed or provide it to anyone for crop breeding, research, or seed production.
H. HERBICIDE TOLERANCE WARRANTIES
Roundup Ready® Seed. Monsanto warrants that this seed is tolerant to Monsanto's Roundup® herbicide only when Buyer follows the label directions for use when applying the herbicide to this seed.
STS® Seed. DuPont warrants that this seed contains enhanced tolerance to certain DuPont STS® sulfonylurea herbicides. DuPont warrants the performance of these STS® herbicides when used in conjunction with this seed only when the DuPont herbicides are used in accordance with the herbicide's label directions and when such seed is planted from the original, sealed container provided by the Distributor.
I. LIMITATION OF WARRANTY. DISTRIBUTOR WARRANTS, TO THE EXTENT OF THE PURCHASE PRICE, THIS SEED TO BE AS DESCRIBED ON THE BAG OR TAG, SUBJECT TO TOLERANCES ESTABLISHED BY LAW. THE FOREGOING EXPRESS WARRANTY IS THE SOLE WARRANTY MADE TO BUYER BY DISTRIBUTOR. DISTRIBUTOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CIRCUMSTANCES OUTSIDE OF DISTRIBUTOR'S CONTROL MAY LEAD TO AN ADVENTITIOUS PRESENCE OF UNKNOWN ORIGIN WITHIN THE PRODUCT. DISTRIBUTOR'S WARRANTY DOES NOT EXTEND TO NOR COVER SUCH AN ADVENTITIOUS PRESENCE.
J. LIMITATION OF REMEDY. BUYER AGREES THAT DISTRIBUTOR'S LIABILITY, WHETHER CONTRACTUAL, FOR NEGLIGENCE OR OTHERWISE, AND THE BUYER'S EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY OR OTHERWISE SHALL BE LIMITED UNDER ALL CIRCUMSTANCES AND REGARDLESS OF THE NATURE, CAUSE OR EXTENT OF LOSS, TO A RETURN OF THE PURCHASE PRICE OF THE SEED. SELLER SHALL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM THIS SALE. AS A CONDITION TO ANY LIABILITY, DISTRIBUTOR MUST RECEIVE NOTICE BY REGISTERED MAIL OF ANY CLAIM THAT THE SEED IS DEFECTIVE WITHIN THIRTY DAYS AFTER THE DEFECT IN THE SEED BECOMES APPARENT. SEEDS MUST BE PLANTED DURING THE CROP YEAR IMMEDIATELY FOLLOWING THE DATE SHOWN ON THE BAG OR TAG OR THE WARRANTY IS NULL AND VOID.
K. LEGAL ACTION. All legal actions or proceedings arising out of this seed or any terms herein may be brought only in federal or state courts having jurisdiction over Dodge County, Nebraska. Buyer consents to the jurisdiction of such courts. Buyer waives any objection it now has to the venue of such courts. The limitation of warranty and the limitation of remedy herein do not apply where prohibited by law. The terms herein are severable and the lack of enforceability of any term does not affect the remaining terms.
L. NOTICE OF REQUIRED ARBITRATION STATEMENT. Under the seed laws of several states, arbitration is required as a prerequisite to maintaining certain legal actions, counterclaims, or defenses against a seller of seed, including claims for failure of seed to produce as represented. In those states, as well as in states in which arbitration is provided but not required, the buyer shall file a complaint (sworn for AL, AR, CO, FL, IN, MN, MS, NC, SC, TX, WA; signed only for CA, GA, ID, IL, ND, SD) along with the required filing fee (where applicable) with the Commissioner of Agriculture or other responsible seed official as specified with such time as to permit inspection of the Crops or Plants during the growing season. A copy of the complaint shall be sent to the seller of the seed by certified or registered mail.
M. COLLECTION COSTS. If Buyer defaults in payment of sums owing hereunder, Buyer agrees to pay costs of collection and attorney fees incurred by the Distributor in collecting such amount to the extent permitted by law.
Genuity® ,SmartStax®, DroughtGard®, Trecepta®, Acceleron®, Roundup Ready 2 Xtend™ and Roundup Ready 2 XtendFlex™are trademarks of the Bayer Group.
LibertyLink®, Poncho®, Votivo® and ILeVO™ are trademarks of BASF Corporation.
PowerCore®, Enlist®, Enlist E3™, and the Enlist E3 logo are trademarks of Corteva Company.
Duracade®, Agrisure®, Viptera®, CruiserMaxx®, Saltro™ and Clariva™ are trademarks of Syngenta Group Company.
Seitec®, Seitec Genetics®, VigorShield, and designs, and designs of Certified Organic and Verified Non-GMO, and SeedRight™, ThunderMaxx™, QuadProtectPro™ and designs are trademarks of Seitec Genetics.
Green Cover Seed, LLC
918 Rd X
Bladen, NE 68928
info@greencoverseed.com
No additional terms.
Millborn Seeds, Inc. dba MSI
2132 32nd Avenue,
Brookings, South Dakota 57006
info@millbornseeds.com
No additional terms.
Direct Enterprises, Inc.
16545 Southpark Dr.
Westfield, Indiana 46074
No additional terms.