GENERAL TERMS & CONDITIONS OF SALE
All sales by GreenPoint Ag Holdings, LLC ("Seller") are subject to approval and acceptance by an authorized representative of Seller. All orders and sales between the undersigned ("Purchaser") and Seller, whether placed orally, by writing, fax, or email, are made subject to the terms and conditions within these General Terms and Conditions of Sale (this "Agreement"). All terms and conditions of this Agreement are expressly incorporated into related GreenPoint Ag sales order contracts, including but not limited to, purchase orders, bills of lading, hand tickets, and invoices.
Terms & Conditions of Payment: Payment in full is due 30 days from the date of the invoice in U.S. dollars. On all past due amounts, interest shall accrue at a minimum rate of 18% per annum, or the maximum amount permitted by applicable law, whichever is less. Should the financial responsibility of Purchaser at any time become unsatisfactory to Seller, Seller shall have the right, to suspend performance of any order or require payment for any sale, delivery, or shipment hereunder in advance or require satisfactory security or other adequate assurance satisfactory to Seller. Purchaser agrees to pay all collection costs and expenses , including reasonable attorneys' fees and collection agency fees, incurred by Seller in collecting or attempting to collect any past due amount. If Purchaser fails to make payment in accordance with the terms hereof or fails to comply (or Seller reasonably believes that there is a threatened breach of Purchaser's obligations) with any provision hereof, Seller may at its option, in addition to any other remedies, cancel any unshipped portion of the order, and Purchaser will remain liable for all unpaid amounts, and Seller shall have no further obligations.
Title, Risk of Loss: Unless otherwise agreed upon in writing by Seller, title to goods and risk of loss shall pass to Purchaser upon tender of delivery. All shipping, freight charges and any charges at destination for spotting, switching, handling, storage and other accessorial services, and demurrage, shall be for Purchaser's account. Purchaser shall not have the right to divert such shipment without the permission of the Seller.
Delivery and Cancellation: All delivery periods and dates are conditional based upon Seller's inventory at the time of order. Seller will not be liable for any claims for labor or for any special, indirect or incidental damages, demurrage charges, cost of shipment, downtime, lost profits, lost sales, or any other damages resulting from delay in delivery.
Claims Based on Defects: Unless specifically agreed to in writing by Seller, all goods sold hereunder shall conform to the chemical description on the label of the goods. The goods are in conformity with the contract if they conform to the chemical description on the label at the time of passage of title and risk. Purchaser agrees to examine immediately upon receipt, each of Seller's billing documents and goods, and to advise Seller of any disputed documents or defective goods within 10 days of receipt, together with a written statement specifying the reasons for such dispute. Failure to notify Seller within 10 days of any dispute with respect to defective goods or billing shall constitute a waiver of all such disputes. In the event of an alleged defect, the Purchaser must provide Seller an opportunity to examine the goods alleged to be defective without delay. Documentation (traceability) that ensures that the defective product is, in fact, Seller's product, must be available upon Seller 's request. In the event that claims are unjustified, Seller reserves the right to charge Purchaser the freight and transshipment costs as well as the examination costs. Contents of the agreed specification and any expressly agreed purpose do not constitute a guarantee; the granting of a guarantee requires a written agreement. The directions for use of goods sold hereunder reflect the opinion of experts based on field use and tests. The directions are believed to be reliable and should be followed carefully. However, it is impossible to eliminate all risks inherently associated with the use of the goods, and crop injury, ineffectiveness, or other unintended consequences may result because of such factors as weather conditions, presences of other materials, or the manner, use, or application, all of which are beyond the control of Seller. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE EXPRESSLY DISCLAIMED.
General Restrictions for Liability: SELLER'S LIABILITY, WHETHER IN CONTRACT, IN TORT, UNDER WARRANTY, IN NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED THE PURCHASE PRICE OF THE GOODS SOLD, AND UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, DEMURRAGE CHARGES, COST OF SHIPMENT, DOWNTIME, LOST PROFITS, OR LOST SALES. SELLER'S LIABILITY SHALL BE LIMITED, AT SELLER'S DISCRETION, TO EITHER REPAYMENT OF OR CREDIT AGAINST THE PURCHASE PRICE OF THE GOODS SOLD, OR TO REPLACE THE DEFECTIVE GOODS SOLD.
Force Majeure: Seller shall not be liable for any failure or delay in manufacture, shipment or delivery of goods resulting from any cause beyond Seller's control, including, but not limited to, provisions of law or governmental regulations, accident, explosion, fire , windstorm, tornado, hurricane, flood or other casualty, or acts of God, strike, lockout, or other labor difficulty, riot, war, terrorism, insurrection, machinery breakdown, shortage or inability to secure labor, raw materials, production or transportation facilities. If due to any of the causes set forth herein, Seller is unable to provide sufficient goods to meet all demands from customers, Seller shall have the right but not the obligation to allocate goods among its customers as Seller shall determine in its sole discretion.
Exclusive Terms and Conditions, Modification, and Assignment: Seller's acceptance of any order is expressly subject to Purchaser's assent to the terms contained herein, and Purchaser's assent and agreement to these terms and conditions shall be conclusively presumed from Purchaser's acceptance of all or any part of the goods ordered. Terms additional to or different from those in this Agreement , including any proposed by Purchaser or any attempt by Purchaser to vary in any degree any of the terms of this Agreement or terms and conditions of related Agri-AFC sales contracts, including but not limited to purchase orders, bills of lading, hand tickets, or invoices, are hereby deemed material, and hereby rejected unless otherwise expressly accepted by Seller in writing. Purchaser may not assign this agreement without Seller's express written consent. Purchaser shall notify Seller in writing within ten (10) days of any: (i) change to its legal name; (ii) change to its trade name; or (iii) change of control.
Miscellaneous: This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama, U.S.A., exclusive of conflict of laws principles. The invalidity or unenforceability of any terms, conditions, or provisions hereof shall not limit or impair the operation or validity of any other provision of this Agreement , and the remainder of this Agreement shall remain operative and in full force and effect. This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, but such counterparts shall together constitute one and the same instrument. Purchaser represents that it has completely read and fully understands all the provisions hereof, and that Purchaser has voluntarily entered into this Agreement. The terms and conditions set forth herein and on the face of Seller's acknowledgement as well any Credit Application /Agreement executed by Purchaser constitute the entire agreement between the parties and are intended to be the complete and final statement of the agreement between Purchaser and Seller.