Page 11 - 2018 Onion Product List

General Terms and Conditions of Sale
Company desires to sell various seed varieties to Customer as agreed upon by the parties (all such seed referred to as “Products”); and Customer desires to purchase Products from Company subject to the following terms and conditions set forth in this Agreement.
SEED ORDERS. Customer shall submit written orders or Purchase Orders for all Products to be purchased. Orders shall include: (i) Date of order; (ii) The type and quantity of each Product ordered; (iii) The requested delivery date or dates; and (iv) All relevant shipping information, including the destination to which Products are to be shipped.
PERCENTAGE OF GERMINATION. Unless otherwise designated, all items ordered under this Contract shall be properly processed and shall meet the following specifications as determined by Compa- ny laboratory test: All hybrid corn seed, germination of 90% or better. Corn seed germination testing will be conducted on size fractionated seed lots. All long day and intermediate day onion seed germination of 90% or better and seed germination of 85% or better for short day onion types. In case of dispute as to viability or fitness of the crop, Company shall draw a sample according to methods specified in the regulations under Association of American Seed Control Officials handbook on Seed Sampling or by a State of Idaho or an Interna- tional Seed Testing Association certified seed sampler, and send for testing at the Idaho State Seed Laboratory, the test results of which shall be final and binding on both Customer and Company.
FORCE MAJEURE. Except for a failure to make payments when due, neither party shall be liable for any delay in performance or any failure to perform any obligation under this Contract or any sales con- tract concluded pursuant hereto which arises from any contingency beyond that party’s reasonable control, including, but not limited to, acts of God, governmental orders or restrictions, war, threat of war, riot, strikes, fires, floods, transportation delays, product shortages or any failure of delivery by suppliers, whether such contingency was known or contemplated to be possible at the time this Agreement was made.
CLAIMS PERTAINING TO PRODUCT PERFORMANCE. All Product performance claims must be reported to Company with written details of the Product nonconformity within a reasonable time after discovery (not to exceed 30 days).
LIMITATION OF DAMAGES. Company’s liability to the Customer for breach of this Contract is limited to the purchase price of the seeds, regardless of the theory on which a claim is based, including, but not limited to, tort, contract or strict liability, and in no event shall Company be liable for incidental or consequential damages. IT IS EXPRESSLY AGREED BY THE PARTIES TO THE SALE OF THE SEEDS DESCRIBED THAT THE ABOVE PROVISIONS RELATING TO CLAIMS, WARRANTIES, DISCLAIMERS OF WARRANTIES AND LIMITATION OF LIABILITY OF COMPANY CONSTITUTE MATERIAL PROVISIONS OF THIS SALE AND HAVE BEEN BAR- GAINED FOR BY THE PARTIES AS A PART THEREOF.
ON ORDERS RECEIVED PRIOR TO HARVEST. Sales made to Customer under this Contract shall be subject to growing conditions of the crops from which the seed covered by the contract would be harvested in anticipation of average crop yields. Company reserves the right to prorate deliveries over all firm contracts accepted by it, if the ultimate yield after harvest is less than the total quantities ordered under said contracts.
UNSATISFACTORY FINANCIAL STATUS OF CUSTOMER. Should
the financial status of the Customer at any time appear unsatisfac- tory to Company, Company shall immediately notify the Customer that Company will require, and has the right to require, payment of all Products before shipment is made. Should such payment not be received by Company within fifteen (15) days, Company may, at its option, consider itself released from any further obligation to deliver or perform pursuant to any purchase orders made by the Customer under the terms of this Contract.
PAYMENT FOR EXTRAS AND ORDER CHANGES. Customer shall be liable for all extra expenses incurred by Company including, but not limited to: Special or additional seed conditioning requested by Customer, rush orders, containers, treating, sizing, field inspections, special document charges, prepaid freight, storage and fumigation. Company reserves the right to charge Customer for changes made to shipping orders. Change fees shall be based on the stage of shipping order when change request is received by Company. Any discount offered will not apply to such extra charges, but only to seed purchase price.
DELIVERY BY COMPANY. Tender of delivery of seed covered by this Contract to the carrier shall constitute a delivery by Company.
IDAHO LAW GOVERNS CONTRACT. This Contract shall be construed to have been consummated in the State of Idaho, USA; this Contract shall be and is deemed to be one under the laws of the State of Idaho only, and shall be construed and given effect in accordance with the laws of that state and not otherwise; that the place of this Contract, its status or forum is at all times Canyon County, Idaho; that the Idaho courts shall have jurisdiction over the parties, with it being agreed that in said county and state shall all matters whether sounding on contract or in tort be determined; Customer nominates the Idaho Secretary of State as the agent for service of process.
COMPANY’S RIGHTS AND REMEDIES ARE CUMULATIVE. All remedies and rights of Company are cumulative and none shall exclude any of the other rights and remedies which shall otherwise be allowed by either law or equity.
SUPERCEDING OF PURCHASE ORDERS. This Contract shall supersede the terms of all purchase orders or contracts forwarded to Company by Customer.
ATTORNEY’S FEES. Parties hereto agree to payment of attorney’s fees to the prevailing party in the event legal action becomes neces- sary to enforce any of the terms of this Contract.
SEVERABILITY CLAUSE. If any provision herein is void, illegal or voidable as a matter of law, the remaining portions hereof shall remain binding and enforceable as if severable from such void, illegal, voidable or unenforceable provisions.
ENTIRE AGREEMENT. This Contract expresses the entire agreement between the parties. This Contract shall bind the parties hereto, their heirs, representatives, successors and/or assigns.
TERMINATION. This Contract shall automatically renew for one (1) year increments on January 1st of each year unless terminated in writing by one of the parties. In the event that the terms and con- ditions of the Company Contract are modified, this Contract shall be terminated and the revised Contract shall be signed by the parties. In the event of termination, Customer may continue to sell any remaining Products in Customer’s inventories.
PO Box 520 • Caldwell, ID 83606-0520 USA
P: 208.459.7451 F: 208.454.2108 • ccoinfo@crookham.com