Community
Analyze
Resources
AcrePlan
Call (844) 200-FARM
Farmer's Business Network's main logo
Sign InJoin for Free
Crop ProtectionCrop NutritionLivestockDealsMarketAbout

Master Distribution Agreement

Version: MDA-US-3

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.
  1. Definitions.
    1. “Billing Contact” is the natural person identified on the agreement screen hereto.
    2. “Buyer” is the entity(ies) or person(s) identified on the agreement screen hereto.
    3. “Program Year” means the period from September 1 to August 31.
    4. “RUP Contact” has the meaning specified in Crop Protection Specific Terms.
    5. “Specified Delivery Location” means the delivery address specified on the applicable Sales Order Acknowledgement and as modified by Buyer prior to delivery.
  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—Sales Order Acknowledgements. 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 Acknowledgement”) 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 Window. 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.

    4. 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.

  4. 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.
  5. Due Date. All amounts are due and payable as specified in the applicable Sales Order Acknowledgment which will specify whether Extended Credit Terms or Cash Upfront terms apply. If no term is specified in the applicable Sales Order Acknowledgment, then all amounts are due and payable upon delivery.
  6. 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.
  7. Payment and Notice. All payments should be sent the precise address specified on the applicable Sales Order Acknowledgment or invoice.
  8. 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.
  9. 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.
  10. 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 pickup of Products, whichever is earlier.
  11. 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.
  12. 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 pickup of Products, whichever is earlier.
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 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.
  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 fulfillment of a Sales Order Acknowledgment until payment is received, and payment clears Seller’s account.
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. 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.
  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.
  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 applicable Sales Order Acknowledgment.
  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. Damaged Products.Buyer’s and Seller’s responsibilities with respect to damaged Products are defined in the applicable Specific Terms.
7. Assignment.Buyer’s 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 2023
specific terms

IMPORTANT NOTES--PLEASE READ

Specific Terms.These Program Year 2023 Specific Terms consist of items that supplement or amend the Master Distribution Agreement:
    1. Payment Terms, All Products
    2. Ordering, Buyer Representations, Delivery, and Exchanges/Returns/Cancellations for Crop Protection, Seed, Fertilizer, Adjuvants and Crop Nutrition products
    3. Crop Protection and Biologicals Specific Terms
    4. Seed Specific Terms
    5. Animal Health & Feed Specific Terms
Why multiple sets of terms?You may elect to purchase Products from any of Seller’s product categories. The specific set of terms will only apply to you as you purchase such Products. You may also elect to purchase Products using Input Financing or by using an FBN Finance Operating Line of Credit. The specific set of terms for financing will only apply based on which type of financing you use to make certain purchases. By reviewing and agreeing to all of these terms in a consolidated format at the same time, Seller is keeping the specific terms documentation together for your reference.
Specific Terms Govern.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.
Additional Programs, Offers or Terms May Apply--Sales Order Acknowledgement.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, including but not limited to glyphosate or products containing glyphosate. Any such programs, offers or terms applicable to Products Buyer orders will be specified on the applicable Sales Order Acknowledgment.
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.

payment terms

1. Input Financing.These terms apply to all Products purchased using Input Financing.
  1. Interest Rates. Input Financing interest rates will be assessed based on the issuance date of the applicable Sales Order Acknowledgment at the following rates:
    Sales Order Acknowledgement Effective Date
    Interest Rate (subject to on-time payment; default rates apply)
    September 1, 2022-January 20, 2023
    0% interest
    January 21, 2023-August 31, 2023
    6.5% interest
  2. Integration with Loan Obligations. Each Sales Order Acknowledgment where Input Financing s are identified is expressly incorporated into Buyer’s applicable Application/ Master Note / Security Agreement and Commitment Letter (collectively, the “Loan Agreements”) and Buyer’s obligations under the Agreement, these Specific Terms, and such Sales Order Acknowledgments 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 Sales Order Acknowledgement terms and conditions shall govern.
  3. 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.
  4. Annual Interest Rate Charge & Payment. An annual interest rate charge will accrue from the time each Sales Order Acknowledgment 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 Sales Order Acknowledgement.
  5. Program Year 2023 Purchasing Club Programs. The following programs are available if Buyer is approved for Input Financing by FBN Finance, LLC and executes and delivers the Loan Agreements:
    1. 0% Club. If Buyer purchases at least

      Tier 1:
      • $50,000 purchase of crop protection, seed, adjuvant, crop nutrition, animal health or feed products (including shipping and handling for purposes of eligibility) by December 23, 2022, or
      • $10,000 purchase of animal health or livestock feed products alone (including shipping and handling for purposes of eligibility) by December 23, 2022
      • Then all purchases made between January 21, 2023 and August 31, 2023 will be charged 0% interest paid in full by January 1, 2024

      Tier 2:
      • $75,000 purchase of crop protection, seed, adjuvant, crop nutrition, animal health or feed products (including shipping and handling for purposes of eligibility) by January 20, 2023, or
      • $20,000 purchase of animal health or livestock feed products alone (including shipping and handling for purposes of eligibility) by January 20, 2023
      • Then all purchases made between January 21, 2023 and August 31, 2023 will be charged 0% interest paid in full by January 1, 2024
    2. New Customer 0% Incentive.
      • If Buyer has not transacted with FBN since August 31, 2020, then Buyer’s Sales Orders placed within 30 days of first transaction after January 21, 2023 will be eligible for 0% interest extended credit terms if paid in full by January 1, 2024.
      • If Buyer purchases at least $35,000 worth of crop protection, seed, crop nutrition, animal health or livestock feed products, or $5,000 of animal health or livestock feed products alone (including shipping and handling for purposes of eligibility), within this 30 day window, then all additional purchases made before August 31, 2023 will be charged 0% interest if paid in full by January 1, 2024
    Program
    Start Date
    End Date
    Rate
    Notes
    0% Club Tier 1
    September 1, 2022
    December 23, 2022
    $50,000*
    		*See above for full Details
    0% Club Tier 2
    December 24, 2022
    January 20 2023
    $75,000*
    0% Standard Financing
    September 1, 2022
    January 20, 2023
    0% Interest
    New Customer Input Financing Program
    January 21, 2023
    August 31, 2023
    0% First 30 Days or $35,000* to 0% Club
2. FBN Finance Operating Line.These terms apply to all Products purchased using an FBN Finance Operating Line.
  1. Interest Rates. Interest rates will be assessed based on the interest rate disclosed on the Loan and Security Agreement (collectively, the "Loan Documents"). See Operating Line Terms and Conditions in the Loan Documents.
  2. Integration with Loan Obligations. Each Sales Order Acknowledgment where Operating Line is identified is expressly incorporated into Buyer’s applicable Loan Documents and Buyer’s obligations under the Agreement, these Specific Terms, and such Sales Order Acknowledgments are recoverable under and pursuant to such Loan Documents. In the event that the terms of the Loan Documents conflict with these Specific Terms, the terms of the Loan Documents shall govern.
  3. Payment Due Date. Payment for Sales Orders placed during a Program Year must be received in full on or before the Maturity Date specified in the Loan Documents for the applicable Program Year.
  4. Annual Interest Rate Charge & Payment. An annual interest rate charge will accrue from the time each Sales Order Acknowledgment is issued until payment is received in full by Seller. The applicable interest rate shall be the rate set forth in the Loan Documents.
  5. Program Year 2023. The following programs are available if Buyer is approved for an Operating Line by FBN Finance, LLC and executes and delivers the Loan Documents.
    1. Qualified farmers who are approved and close an Operating Line of Credit through FBN® Finance of $250,000 to $1,000,000 between September 1, 2022 - January 20, 2023 are eligible to receive a promotional interest rate of 0% for input product purchases only when using the Operating Line of Credit to finance purchases of input products made through FBN Direct® between September 1, 2022 - January 20, 2023.
    2. Qualifying input products include crop protection, adjuvant, crop nutrition, seed, animal health and livestock feed.
    3. Advances on the FBN® Finance Operating Line that are not for the purchase of input products from FBN Direct® will be charged interest at the stated (non-promotional) contract rate in the Loan Documents.
  6. Program Year 2023 Purchasing Club Programs. The following program is available to qualified farmers who are approved and close an Operating Line of Credit through FBN® Finance of $250,000 to $1,000,000 between September 1, 2022 - December 9, 2022
    1. 0% Club. If Buyer purchases at least $45,000 of crop protection, seed, adjuvant, crop nutrition, animal health or feed products (including shipping and handling for purposes of eligibility) by December 9, 2022 with an approved and closed Operation Line of Credit
    2. Then all purchases made between January 21, 2023 and August 31, 2023 will be charged 0% interest paid in full by March 1, 2024
  7. Repayment and Promotional Rates. Payments for all amounts owed under the associated FBN® Finance Operating Line of Credit are due March 1, 2024. If the total balance for all amounts owed is not paid in full by March 31, 2024, interest charges on all purchases of input products made through FBN Direct® between January 21, 2023 and August 31, 2023 and as part of the 0% Club using an Operating Line of Credit through FBN® Finance will be imposed from the purchase date at the stated (non-promotional) contract rate in the Loan Documents.

ORDERING, BUYER REPRESENTATIONS, DELIVERY AND TERMS FOR CROP PROTECTION, SEED, FERTILIZER, ADJUVANTS AND CROP NUTRITION

1. Master Distribution Agreement Terms and Conditions.
  1. Definitions.
    1. “In-Season” means April 15 through the end of the Program Year.
    2. “Pre-Season” means on or prior to April 14 of any Program Year.
  2. Effectiveness of Sales Order Acknowledgements. Seller’s issuance of a Sales Order Acknowledgement is immediately binding upon Buyer. The Must Deliver By Date will be communicated on the applicable Sales Order Acknowledgement. Buyer cannot amend the Must Deliver By Date within 14 days of the Must Deliver By Date.
  3. Buyer’s Representations and Warranties—Crop Protection, Fertilizer, Adjuvants and Crop Nutrition. 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) the Billing Contact and RUP Contact listed in these Specific Terms, and any other Parties Buyer authorizes to submit order on its behalf, have the power and authority to enter into this Agreement on behalf of Buyer, and (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. 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.
  4. Buyer’s Representations and Warranties—Seed. Buyer represents, warrants and covenants to Seller that (a) the Products are for agricultural use in the crop year purchased 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 Buyer is solely responsible for the selection of the Products, including in the case of seed whether the Products are suitable for Buyer’s operations, (c) that Buyer is authorized and licensed, if applicable, to purchase, and use the Products, as may be required under applicable local, state and federal law, and (d) that Buyer and/or Billing Contact has signed or will sign any necessary technology and other agreements required by Seller’s licensors or suppliers 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 Acknowledgment to fulfill Seller’s obligations under applicable local, state, and federal laws or as required by Seller’s licensors or suppliers. Buyer consents to Seller disclosing such information provided under this section in order for Seller to comply with its regulatory, contractual and legal obligations.
  5. Delivery
    1. Must Deliver By Date Whether an order is placed during Pre-Season or In-Season, the Sales Order Acknowledgment will establish a Must Deliver By Date.
    2. Pre-Season Deliveries. Seller will use commercially reasonable efforts to deliver products by the Must Deliver By Date specified in the Sales Order Acknowledgement, but reserves the right to deliver Products any time after February 1st and up to three (3) business days after the specified Must Deliver By Date.
    3. In-Season Deliveries. Seller will use commercially reasonable efforts to deliver products by the Must Deliver By Date specified in the Sales Order Acknowledgement, which will vary based on Product ordered, geography, changes in inventory or delivery capacity, and date and time of order placement.
  6. Delivery Guaranty. If Seller is unable to deliver Products according to E. ii. and E.iii. above and Buyer is unwilling to modify the Must Deliver By Date, Seller will cancel the applicable Sales Order Acknowledgment and refund Buyer 100% of the Product price actually paid by Buyer.
  7. 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 Sales Order Acknowledgment 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.
  8. 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.
  9. 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.
  10. Product Reporting Requirements. Certain manufacturers of crop protection, fertilizer and biological 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, “Product Reporting Data”). Buyer expressly authorizes Seller to disclose Product Reporting Data to Product manufacturers and regulators when and if required.
2. Changes, Exchanges, Returns and Cancellation.
  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 in the Sales Order Acknowledgment, 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 Sales Order Acknowledgment.
  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 create a revised Sales Order submitted for Buyer for the substitute product if Billing Contact agrees to the substitution. If a substitute product is not available or Billing Contact does not agree, Seller reserves the right to cancel this Sales Order and to refund 100% of the Product price actually paid.
  3. Exchanges. Buyer may elect to exchange up to 100% of the dollar value of the Sales Order Acknowledgment, so long as all of the following conditions are satisfied:
    1. Exchanges of soybeans, biologicals and fertilizers are not permitted after delivery. Exchanges of products containing either glyphosate or glufosinate are not permitted at any time.
    2. For exchanges prior to delivery, Buyer must initiate and complete the exchange process, including submitting a revised Sales Order and a new Sales Order, at least 14 days prior to the Estimated Arrival Date. The Estimated Arrival Date is communicated via email to the Buyer and available on Buyer’s FBN.com account within the Order History page. If revised or new Sales Order is not equal to or greater in value than amount returned, the overage (Amount Returned minus new Sales Order) is considered a cancellation prior to delivery and subject to a 4% restocking fee.
    3. For Sales Orders delivered before May 1, 2023, Buyer must initiate and complete the exchanges no later than June 30, 2023. For Sales Orders delivered May 1, 2023 or after, Buyer must initiate and complete exchanges within 60 days of delivery/pick-up and in no event later than August 15, 2023. This includes returning the product to the Seller and submitting 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 saleable condition. Buyer will be assessed a $150 flat fee for transportation and freight costs associated with the exchange. If revised or new Sales Order is not equal to or greater in value than amount returned, the overage (Amount Returned minus new Sales Order) is considered a return and subject to a 8% restocking fee.
    4. Product exchanges must be for equal or greater value.
    5. The revised Sales Order and new Sales Order are each effective only if the other has also been submitted by Buyer and such Sales Order shall remain in place until both the revised Sales Order and new Sales Order have been accepted by Seller.
    6. Buyer may exchange up to 100% of the dollar value of this Sales Order based on the list price of the Products listed in the Sales Order Acknowledgement prior to the application of any discounts or promotions and excluding any delivery fees, taxes, or other applicable fees.
    7. Buyer may only exchange Products in whole quantities and Products must be the same Products (product lot) that were originally purchased from Seller.
    8. Seller retains the right to refuse exchanges if the new sales order contains the same quantity and mix of items being returned.
    9. Buyer is subject to product pricing and any discounts and/or promotions at the time of exchange.
    10. Seller reserves the right to refuse exchanges on special order products.
    11. Any new Sales Order which contains Products which have been substituted in for Products exchanged out will need to be paid using the same payment method specified in the Sales Order Acknowledgement. For example, if this Sales Order is Cash Up Front, a new Sales Order submitted 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 financing, any new Sales Order submitted in connection with this provision will be governed by the specific financing then currently in effect, which may mean the annual interest rate charge or payment due date are different.
    12. This ability to exchange Products under this provision is subject to the availability of the new Products Buyer desires to substitute in.
    13. This program is not available for Sales Orders where consolidated delivery is indicated.
    14. If Buyer communicates return pickup BOL, and customer fails to provide product to be returned, Seller may cancel return request and charge a $200 failed Return Pick Up fee.
  4. Returns--Crop Protection; Fertilizer; Adjuvants and Crop Nutrition. Buyer may elect to return or cancel up to 100% of the dollar value of a Sales Order Acknowledgment, so long as all of the following conditions are satisfied:
    1. Returns of biologicals, fertilizer, inoculant, and products containing either glyphosate or glufosinate are not permitted.
    2. 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.
    3. For Sales Orders delivered before May 1, 2023, Buyer must initiate and complete the return process no later than June 30, 2023. For Sales Orders delivered May 1, 2023 or after, Buyer must initiate and complete the return process within 60 days of delivery and in no event later than August 15, 2023. This includes returning the product to the Seller and submitting 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 saleable condition. Buyer will be assessed a $150 flat fee for transportation and freight costs associated with the return.
    4. Buyer may only return Products in whole quantities and Products must be the same Products (product lot) that were originally purchased from Seller.
    5. Seller retains the right to refuse exchanges if new sales order contains the same quantity and mix of items being returned.
    6. Seller reserves the right to refuse returns and cancellations on special order products.
  5. Returns--Seed. Buyer may elect to return or cancel up to 100% of the dollar value of a Sales Order Acknowledgment, so long as all of the following conditions are satisfied:
    1. Soybean and Hybrid Rye returns are not permitted.
    2. 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;
    3. Buyer must initiate and complete the return process in no event later than June 30, 2023. This includes returning the product to the Seller and submitting 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 saleable condition. Buyer will be assessed a $150 flat fee for transportation and freight costs associated with the return.
    4. Buyer may only return Products in whole quantities and Products must be the same Products (product lot) that were originally purchased from Seller;
    5. Seller retains the right to refuse exchanges if the new Sales Order contains the same quantity and mix of items being returned.
    6. Seller reserves the right to refuse returns and cancellations on special order products.
  6. Cancellations. Buyer may cancel an order at least 5 days prior to the Estimated Arrival Date. The Estimated Arrival Date is communicated via email to the Buyer and available on Buyer’s FBN.com account within the Order History page. Cancellations are subject to a 4% cancellation fee. For Seed purchases, cancellations prior to November 30 are not subject to cancellation fee. Where Buyer has made payment, Seller will process a refund less the cancellation promptly following receipt of the cancellation. Where Buyer has not made payment, the cancellation fee is due and will be collected at the time of cancellation. Cancellations of products containing either glyphosate or glufosinate are not permitted.
  7. Buyer Failure to Take Delivery. If Buyer does not pick up Products or does not accept delivery within 7 days of the Estimated Arrival Datefor any reason not otherwise covered in these Specific Terms, then the Sales Order Acknowledgment shall be deemed canceled and Buyer’s shall be liable to Seller for the 8% restocking fee provided in this Section.
  8. 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.
  9. Effect of Return or Cancellation. Return of Product or cancellation of a Sales Order Acknowledgment results in loss of eligibility of any specific program terms applicable to the returned or canceled Product or Sales Order Acknowledgment.
  10. Specific terms related to Acre Packs. Cancellations and returns of product associated with an Acre Pack will result in loss of discounts on product and staple product where the canceled or returned product triggered qualifying criteria for these discounts. Exchange of products within an Acre Pack (new product is part of eligible Acre Pack and total volume is within limits of acre application rates) will retain original discounts. Additional items purchased outside of the Acre Pack will not qualify for any Acre Pack discounts.
    Where Buyer has made payment, Seller will process a refund less the cancellation promptly following receipt of the cancellation. Where Buyer has not made payment, the cancellation fee is due and will be collected at the time of cancellation. Cancellations of products containing either glyphosate or glufosinate are not permitted.

CROP PROTECTION & CROP NUTRITION SPECIFIC TERMS

1. RUP Contact Definition. “RUP Contact”is the natural person or applicator identified in Buyer’s FBN account or on the applicable Sales Order Acknowledgement 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.
2. Pre-Season Price Guarantee — Crop Protection Sales Orders Only.For Sales Order Acknowledgements issued between October 1, 2022 and December 23, 2022 of the Program Year, Seller will guarantee the list price of specific Products which are annotated in the item page of FBN.com and in the item description on the applicable Sales Order Acknowledgement. Visit fbn.com for eligible Products which may change from time to time in Seller’s sole discretion. If, between when a Sales Order Acknowledgment is issued and when Product is shipped or March 1, 2023, whichever date comes first (in no event 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 in the Sales Order Acknowledgment, Seller will issue Buyer a credit for the price difference within one month of delivery. Credits are valid through August 31, 2023. Any credits issued must be used in connection with a new Sales Order Acknowledgement with a delivery or pick up date prior to the end of the applicable Program Year. Credits cannot be applied to any existing Sales Order Acknowledgements or outstanding balances, have no cash value, are not redeemable for cash, and must be used during the Program Year in which they were issued.
3. Value Picks--Crop Protection.If a Value Pick Product is listed on the Sales Order Acknowledgement, 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. 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:
  1. Delivery Designee Form. Complete and sign the Delivery Designee Form attached to this Agreement.
  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
5. Terms Applicable to Seed Treatment Only.If Custom Blend Seed Treatment Products are specified in a Sales Order Acknowledgment, the Sales Order Acknowledgment 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 Sales Order Acknowledgment apply.

SEED SPECIFIC TERMS

1. Seed Sales Orders – Hard Box Returns.If Product is delivered in hard boxes, Buyer shall arrange for pick-up or return them to Seller no later than August 15, 2023 of the applicable Program Year. If the hard box is not returned by August 15, 2023, Buyer shall be charged a replacement fee of $650/hard box. All hard boxes must be returned in their original and undamaged condition, or Buyer will be charged 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.
2. Seed Sales Orders – Replant Program (Not available on all Seed Products).Seller agrees to provide Buyer with additional seed Product for replanting purposes, at a reduced cost of 1) 50% off Product pricing for untreated soybeans and sorghum Products or 2) 100% off published Product pricing for treated corn and treated soybean Products, if the following conditions are satisfied:
  1. Buyer must provide Seller with satisfactory planting records, which in Seller’s sole opinion evidences that the seed was planted in a particular field between the initial and final planting dates used by the USDA Risk Management Agency for Multiple Peril Crop Insurance purposes, and that said field was affected by conditions requiring in Seller’s sole determination the replanting of seed. Seller reserves the right to verify that the additional seed was replanted in the affected field.
  2. All replant claims are subject to pre-approval by Seller personnel.
  3. Replant claims relating to seed treatment claims are excluded.
  4. Replant Product is subject to availability while supplies last. No substitutions.
  5. Replant requests for additional seed Product must be received on or before June 30 of each Program Year.
  6. Buyer is responsible for the cost to transport all seed Product to be used for replant purposes from the applicable FBN location and may either arrange to pick-up such replant seed Products or pay FBN for all expenses relating to its delivery.
3. 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 therefore.
  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 packaging or labels of any Products labeled by Seller are hereby incorporated herein and are binding on Buyer.
  4. Use of Seed. 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 during the crop year purchased. The seeds, traits and technology contained within, as well as the parental lines and progeny may be covered by intellectual property protection, which may include plant variety certificates, confidential information, trade secrets and patents which may include, but are not limited to patented germplasm, transgenic rights, native traits, transformation technologies, methods of use and breeding methods. The purchase or use of these seeds conveys no right under any intellectual property to use these seeds except as explicitly granted herein. 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. Buyer agrees not to save seed from that crop for planting for a second or subsequent year. Any unused seed must be destroyed and cannot be resold or transferred to anyone else. 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. Flex Pick Seed Items. If a Seed Product is identified as a Flex Pick Product on the Sales Order Acknowledgement, Buyer acknowledges and agrees that the following terms will apply:
    1. Buyer is responsible for selecting the specific Seed Product for each Flex Pick Product ordered. Particular Seed Product availability is based on a “first come, first served” basis, and no guarantee of Buyer’s preferred variety selection is made or implied by Seller.
    2. Flex Pick Products on Buyer’s Sales Order must be replaced with a particular seed variety no later than November 30, 2022. Seller reserves the right to cancel any Sales Orders containing Flex Pick Products after November 30, 2022, and any applicable discounts offered on canceled Sales Orders will be forfeited.
    3. Seller makes no guarantee that a specific Seed Product replacing a Flex Pick Product is either compatible with or optimal for Buyer’s given crop plan or herbicide application plans.
    4. If, after selecting the specific Seed Products to replace Flex Pick Products previously ordered, the total amount owed to the Seller increases, the additional amount owed will only qualify for applicable discounts at the time of the specific Seed Product selection.
    5. If, after selecting the specific Seed Products to replace Flex Pick Products previously ordered, the total amount owed to Seller decreases, the discounts previously applied to the original Flex Pick Products shall be applied to the specific Seed Products as a percentage instead of as a credit on account. Some brand-specific discounts may be forfeited when switching from one brand to another.
    6. Estimated delivery dates are subject to change as a result of the specific Seed Product selected. Seller makes no guarantee, express or implied, that the estimated delivery date(s) of a Flex Pick Product will match the delivery dates of the particular Seed Product later selected by Buyer.
  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 Seller’s contractual obligations to its licensors or suppliers or 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, all applicable stewardship or grower technology agreements 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 applicable traited seed unused if Buyer fails to have or maintain a required stewardship or grower technology agreement or to comply with any of its terms therein.
  9. NO OTHER WARRANTIES. IN ADDITION TO THE LIMITED WARRANTY; WARRANTY DISCLAIMER SET FORTH IN THE MASTER DISTRIBUTION AGREEMENT, AND IN NO WAY LIMITING OR RESTRICTING THE INTERPRETATION OR APPLICABILITY THEREOF, SELLER FURTHER DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW, THAT THIS SEED IS FREE FROM GENETICALLY MODIFIED ORGANISMS (GMO); ANY WARRANTIES RELATING TO YIELD, QUALITY, GROWING CONDITIONS OF THE PRODUCTS OR THE CROP PRODUCED THEREFROM, OR TOLERANCE TO OR FREE OF DISEASE (WHETHER KNOWN TO EXIST OR NOT IDENTIFIED UNTIL GROWN) OR INSECTS; AND ANY REPRESENTATIONS OR WARRANTIES REGARDING RETURN ON INVESTMENT, COST SAVINGS, OR PROFIT/PROFITABILITY.
CROP PROTECTION--RUP CONTACT FORM

Version: September 1, 2022

Buyer(Customer) Name:

Billing Contact Name:

MDA Reference #

    Certified Applicator/RUP Contact 1
    Address 1
    State/Province Where Licensed
    Address 2
    License Number
    City State Zip
    License Expiration Date
    County/CGU
Please note: This form does not expire. Please contact us at 844-200-3276 or support@farmersbusinessnetwork.com if you need to modify or terminate this form.
This Crop Protection--RUP Contact Form (“RUP Form”) identifies the undersigned natural person or licensed commercial applicator or certified farmer (if in Canada) (collectively, “RUP Contact”) as the responsible party for restricted use crop protection products, and other crop protection products requiring a specific license to purchase, purchased by the Buyer, whether under the Master Distribution Agreement and annual program year Specific Terms (together, the “Agreement”) FBN (“Seller”), the Buyer and Billing Contacts named above, or any successor agreement or terms of sale. As used on this form, "FBN," refers to:

If the Buyer is in the United States, you are contracting with FBN Inputs, LLC.

If the Buyer is in Canada, you are contracting with Farmer's Business Network Canada, Inc.

1 Certified Applicator/RUP Contact name must match the RUP Contact named on the Master Distribution Agreement among FBN Inputs, LLC, Buyer, and Billing Contact.

Important Note--Current Terms on FBN.COM. Seller may publish modifications to the Agreement and its terms of sale through its website 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 Buyer will no longer be able to purchase RUP Products from Seller until a new RUP Contact Form is completed.
AGREEMENT
The undersigned hereby agrees to be bound to the Agreement linked above and all associated annual program Specific Terms. A summary of current key terms relating to restricted use crop protection products is below. This summary is provided for convenience only.RUP Contact agrees to be and by signing or electronically accepting this RUP Form is bound by the Agreement.
SUMMARY OF TERMS--SEE AGREEMENT FOR FULL TERMS
1. United States Only: 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 Estimated Arrival Date communicated. 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:
  1. Delivery Designee Form. Complete and sign the Delivery Designee Form attached to this Agreement.
  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
2. Canada Only: Ontario Regulations.Specifically in Ontario and in accordance with O. Reg. 63/09.43(1)(d) and O. Reg. 134/20, s. 13, RUP Contact must provide a Seller a copy of an unexpired certificate issued by an integrated pesticide management body. Furthermore, in Ontario, RUP Contact must be present to accept Product at time of delivery.
3. Master Distribution Agreement Buyers’ 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/provincial, 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/provincial 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/provincial, 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.
4. Annual Program Terms Buyer’s Representations and Warranties—Crop Protection, Fertilizer, Adjuvants and Crop Nutrition.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/provincial, 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 (or the Billing Contact in the absence of a 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) the Billing Contact and RUP Contact listed in these Specific Terms have the power and authority to enter into this Agreement on behalf of Buyer, and (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/provincial 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 Sales Order to fulfill Seller’s obligations under applicable local, state/provincial, 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. Joint and Several Liability.Buyer and RUP Contact (if applicable) shall be jointly and severally responsible and liable for all duties, responsibilities, and obligations under this Agreement. Billing Contact by his or her signature below or acceptance of this Agreement represents and warrants that he or she has full authority to bind Buyer to the Agreement.
6. United States Only: 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.
7. Canada Only: Governing Law; Consent to Jurisdiction and Venue.This Agreement and all Sales Order Acknowledgments shall be construed and interpreted according to the laws of Alberta. 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 provincial courts having geographic jurisdiction over High River, Alberta 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.
8. United States Only: 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.
9. United States Only: 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.
10. 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.
11. 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.
12. 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.
13. 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.

DELIVERY DESIGNEE

RESTRICTED USE PESTICIDE

PERMISSION NOTICE

Complete, sign and return to Seller at support@farmersbusinessnetwork.com the Delivery Designee Form available at RUP Delivery Designee Form - 2022.pdf.

Connect With Us

Download from the Google Play storeDownload from the Apple App store
FBN's Facebook PageFBN's Instagram PageFBN's Twitter PageFBN's Youtube PageFBN's LinkedIn Page
(844) 200-FARM
info@farmersbusinessnetwork.com

Copyright © 2014 - 2025 Farmer's Business Network, Inc. All rights Reserved. The sprout logo, Farmers First flag logo, "Farmers Business Network," "FBN," "FBN Direct," "F2F," "F2F Genetics Network," "Blue River", and "Farmers First" are registered trademarks of Farmer's Business Network, Inc. or its affiliates. "Gradable Carbon" is a trademark of Gradable LLC. All other trademarks are the property of their respective owners. *Fees may apply for certain product and service offerings other than FBN membership. Terms and conditions apply. Products sold or distributed through FBN Direct are offered by FBN Inputs, LLC and are available only in states where FBN Inputs, LLC is licensed and where those products are registered for sale or use, if applicable. Please check with your local extension service to ensure registration status. Grain market advisory services are offered by FBN CM LLC and are only available where FBN CM LLC is licensed. FBN Brokerage services are offered by FBN BR LLC, dba FBN Market Advisory - NFA ID: 0508695. Testimonials are not indicative of future performance or success; prices and savings may vary. FBN merchandise provided in recognition of testimonials.

FBN's Flag Logo