GENERAL TERMS & CONDITIONS

to
Sales Agreements & Confirmations
(for Bulk Crop Nutrition Products¹)
Updated September 2026

These General Terms & Conditions apply to any Sales Agreement (“Agreement”) and any transaction confirmation (“Confirmation”) entered into by GROWMARK, Inc. (“Seller”) and any other Party thereto (“Buyer”) related to the sales of Bulk Crop Nutrition Products, including all bulk plant foods and fertilizers (herein “Products”), as specified in the Confirmation, by Seller to Buyer (the Agreement, any Confirmation, any invoice issued by Seller to Buyer (each, an "Invoice") and these General Terms & Conditions are collectively referred to herein as the “Contract”). Buyer’s transaction of business with Seller shall constitute and evidence Buyer’s acceptance of these General Terms & Conditions without further evidence of acceptance by Buyer. Seller and Buyer may be referred to individually as “Party”
and collectively as the “Parties” herein.

1. Contract Commitment Type.

1. The Contract commitment type shall be identified in the Agreement or the Confirmation.
2. A Committed Contract (“Committed Contract”) creates an obligation on part of Seller to sell and of Buyer to purchase the quantity of Products specified in the Confirmation and in accordance with the terms specified in the Confirmation. Contract reconciliation and settlement provisions as specified in the Confirmation and these General Terms & Conditions shall apply upon failure of Buyer to take shipment of all Products specified in the Confirmation.
3. An Uncommitted Contract (“Uncommitted Contract”) establishes the price on the amount of Products specified in the Confirmation for Products shipped during the ship period. Seller is not obligated to supply and Buyer is not obligated to take shipment. At end of ship period identified in the Confirmation, the Contract is cancelled. The Contract can also be cancelled by either Seller or Buyer anytime prior to the end of ship period.

2. Transportation Mode. The mode of transportation will be specified in the Confirmation. Transportation modes include transportation by road, rail, barge and/or in-place transfer. 

3. Product Weight. Product weight shall be determined at the point of origin unless otherwise specified. For road and railcar delivery the product weight shall be determined by the scale or metered weight measured at the point of origin. For barge delivery the weight of dry Products shall be determined by the barge survey at the point of origin. For barge delivery the weight of liquid Products shall be determined by origin survey if priced FCA or CPT (as described hereinbelow) and shall be determined by destination shore tank survey if priced DDP (as described hereinbelow), unless otherwise specified in the Confirmation.

4. Contract Quantity. The Contract quantity is determined based on the quantity and the transportation mode stated in the Confirmation:

1. Road Transportation or in-place – the quantity stated in the Confirmation is the quantity covered by the Contract.
2. Rail Transportation Mode – the quantity stated in the Confirmation divided by the rail car load increment identifies the number of rail cars covered by the Contract.
3. Barge Transportation Mode (Dry Product, or “Dry”) – the quantity stated in the Confirmation divided by the barge load increment identifies the number of barges covered by the Contract.
4. Barge Transportation Mode (Urea Ammonium Nitrate, or “UAN”) – the quantity stated in the Confirmation is the quantity covered by the Contract.

5. Load Increments.
The load increment varies by the mode of transportation as follows:

*For Barge (UAN), there is no standard load increment, and the load increment quantity shall be
as specified in the Confirmation

6. Shipment Period (“ship period”). The ship period of the Contract is the period of time identified in the Confirmation during which the Products specified must be shipped.

7. Accessibility. If a shipment has been accepted or reconsigned to a destination which subsequently becomes inaccessible because of a condition which adversely affects the use of the road, rail or waterway between the origin and the destination, Seller shall have the right to tender delivery of such shipment at an accessible intermediate point nearest to the intended destination, with an adjustment to the freight charges imposed. Seller’s determination of inaccessibility and alternative destinations shall be in its sole discretion and final. In the event that operating conditions, such as weather, ice or similar obstacles, prevent or delay delivery, demurrage will apply pursuant to the carrier’s standard requirements.

8. Title and Risk of Loss. Title and risk of loss shall be determined based on the applicable price basis identified in the Confirmation (FCA, CPT, or DDP). Notwithstanding any similarity to trade terms published by the International Chamber of Commerce, the terms FCA, CPT, and DDP shall have solely the meanings ascribed to them in this Contract and shall not be construed by reference to any edition of the Incoterms rules.

1. FCA. FCA indicates that the specified price is for products loaded on transporting vehicles at the origin specified in the Confirmation. The price is exclusive of freight to Buyer’s destination. Freight to destination is not included in the price and Buyer is responsible for the freight cost to destination. Any additional costs resulting from demurrage, diversion, dead freight, in-transit delays, or other costs will be the responsibility of Buyer. For Products in which the Confirmation specifies that the price basis is identified as FCA, title, risk of loss, and delivery shall pass as follows:
   1. Transportation by road– Title to and risk of loss of the Products identified in the Confirmation shall pass to Buyer as product progressively passes to the truck at the origin point.
   2. Transportation by in-place – Title to and risk of loss of the Products identified in th Confirmation shall pass to Buyer as of the date of the Invoice.
   3. Transportation by rail – Title to and risk of loss of the Products identified in the Confirmation shall pass to Buyer as product progressively passes to the rail car at the origin point.
   4. Transportation by barge (Dry or UAN) – Title to Products identified in the Confirmation shall pass to Buyer upon full payment to Seller; risk of loss of the Products shall pass to Buyer as the product progressively passes onto the barge at the origin point.
2. CPT. CPT indicates that the price is inclusive of freight to Buyer’s destination specified in the Confirmation. Any additional costs resulting from demurrage, diversion, dead freight, in-transit delays, or other costs will be the responsibility of Buyer. For Products in which the Confirmation specifies that the price basis is identified as CPT, title, risk of loss, and delivery shall pass as follows:
   1. Transportation by road – Title to and risk of loss of the Products identified in the Confirmation shall pass to Buyer as product progressively passes to the truck at the origin point.
   2. Transportation by rail – Title to and risk of loss of the Products identified in the Confirmation shall pass to Buyer as product progressively passes to the rail car at the origin point.
   3. Transportation by barge (Dry or UAN) – Title to Products identified in the Confirmation shall pass to Buyer upon full payment to Seller; risk of loss of the Products shall pass to Buyer as the product progressively passes onto the barge at the origin point.
3. DDP. DDP indicates that the price is inclusive of freight to Buyer’s destination specified in the Confirmation. Freight to Buyer’s destination is included in the price and Buyer has no further responsibility for freight cost to the destination. Any additional costs resulting from demurrage, diversion, or other cost will be the responsibility of Buyer. For Products in which the Confirmation specifies that the price basis is identified as DDP, title, risk of loss, and delivery shall pass as follows:
   1. Transportation by road – Title to and risk of loss of the Products identified in the Confirmation shall pass to Buyer and delivery shall occur upon the arrival of the truck at the delivery point.
   2. Transportation by rail – Title to and risk of loss of the Products identified in the Confirmation shall pass to Buyer and delivery shall occur upon notice of constructive placement of the rail car at the destination point. Title and risk of loss for NH3 or Phosphoric Acid only shall pass to Buyer as provided in Seller’s supplier’s terms and conditions. This supersedes any and all contrary claims.
   3. Transportation by barge (Dry or UAN) – Title to Products identified in the Confirmation shall pass to Buyer upon full payment to Seller. Risk of loss of the Products in the Confirmation shall pass to Buyer and delivery shall occur upon notice of constructive placement of the barge at the destination point.

9. Contract Fulfillment and Reconciliation. Contract fulfillment varies, depending on the type of commitment applicable to the Contract:

1. Uncommitted Contracts – considered fulfilled at the earlier of when quantity shipped equals the Confirmation quantity, the end of the ship period specified in the Confirmation, or upon notification of cancellation from Seller.
2. Committed Contracts, Roll to Cash or Manual Fulfillment Terms – considered fulfilled based on the transportation mode:
   Road Transportation Mode–The Contract is considered fulfilled when the quantity remaining unshipped is less than the load increment for one truck. At Seller’s discretion, Buyer may be required to take shipment of the unshipped quantity specified in the Confirmation (if the shipment raises the total quantity shipped beyond the Confirmation quantity, the overage (amount over and above the Confirmation quantity) shall be billed according to Seller’s standard terms at the cash price at time of shipment), or Seller may consider the Contract fulfilled and proceed with closing and reconciliation of the Contract. Seller shall be free to make such determination for Buyer and Seller’s determination shall be binding upon Buyer.
   In-Place Mode – The Contract is considered fulfilled when the quantity shipped equals the Confirmation quantity.
   Rail Transportation Mode – the Contract is considered fulfilled when the number of rail cars that have actually shipped equals the number of rail cars covered by the Contract. The number of rail cars covered by the Contract equals the Confirmation quantity divided by the load increment for one rail car.
   Barge Transportation Mode (Dry) – the Contract is considered fulfilled when the number of barges that have actually shipped equals the number of barges covered by the Contract. The number of barges covered by the Contract equals the Confirmation quantity divided by the load increment for one barge.
   Barge Transportation Mode (UAN) – the Contract is considered fulfilled when the quantity shipped is within ten percent (10%), plus or minus, of the Confirmation quantity. Product shipped in excess of ten percent (10%) of the Confirmation quantity shall be billed according to Seller’s standard terms at the cash market price in effect at the time of shipment.
3. Committed Contracts, Next Contract Fulfillment Terms – considered fulfilled based on the transportation mode:
   Road Transportation Mode– Seller will “roll” shipped quantities that exceed the original Contract quantity to the oldest available unfulfilled Contract of the identical product/ source and similar ship period. Similar ship period will be defined at Seller’s sole discretion. Any quantity shipped that exceeds the Contract quantity will be applied to the oldest eligible unshipped Contract for the identical product/ source and similar ship period until there are no additional eligible Contracts available. Buyer will be required to ship the entire Contract quantity for each Contract deemed similar by Seller until only one active Contract remains. Once only one Contract remains for the identical product/ source and similar ship period and the remaining quantity is less than one truckload, at Seller’s discretion, Buyer may be required to take shipment of the unshipped quantity specified in the Confirmation (if the shipment raises the total quantity shipped beyond the Confirmation quantity, the overage (amount over and above the Confirmation quantity) shall be billed according to Seller’s standard terms at the cash price at time of shipment), or Seller may consider the Contract fulfilled and proceed with closing and reconciliation of the Contract. Seller shall be free to make such determination for Buyer and Seller’s determination shall be binding upon Buyer.
   In-Place Mode – Same as Committed Contracts, Roll to Cash or Manual Fulfillment Terms.
   Rail Transportation Mode – Same as Committed Contracts, Roll to Cash or Manual Fulfillment Terms.
   Barge Transportation Mode (Dry) – Same as Committed Contracts, Roll to Cash or Manual Fulfillment Terms.
   Barge Transportation Mode (UAN) – Same as Committed Contracts, Roll to Cash or Manual Fulfillment Terms.

10. Invoices and Payment Terms.

1. Prepayment Invoices. Contracts that require prepayment prior to actual shipment of Products, include forward and prepay contracts. Prepayment requirements, including amounts and due dates, are specified on the Invoice. Prepayment Invoices are due net five (5) days from date of the Invoice unless otherwise specified on the Invoice.
2. Shipping Invoices. Invoices are issued upon shipment of Products pursuant to the Contract. Invoices are due net fifteen (15) days for road and rail shipments, net one (1) day for barge shipments, or as otherwise specified on the Invoice. Shipping Invoices for Products on Contracts that require a prepayment shall provide for a credit line for the prorated amount of the prepayment based on the quantity shipped.
3. Finance Charges. Buyer shall pay Seller finance charges on a monthly basis on any unpaid amounts which remain unpaid for the prior month (or the undisputed portion thereof in the case of a good faith dispute). Finance charges shall accrue at a rate one and one-half percent (1.5%) per month (or the maximum rate permitted under the governing law, whichever is less).
4. Disputes. If Buyer disputes in good faith the accuracy of any Invoice under the Contract, it shall nevertheless pay the full amount when due. Upon giving written notice of the basis for a dispute, the Parties shall promptly work to resolve the dispute. Any dispute with respect to an Invoice is waived by Buyer unless Seller is notified of such dispute within thirty (30) days after the Invoice is tendered.
5. Failure to Accept. Except as otherwise expressly provided for herein, if Buyer fails to accept delivery of all or part of the total amount of Products to be delivered pursuant to the Contract for the relevant delivery month, Buyer shall pay to Seller, an amount for each of the Products of such deficiency equal to (i) the price stipulated in the Confirmation plus any storage, transportation or other costs reasonably incurred by Seller in retaining and reselling the Products, less (ii) the commercially reasonable market price at which Seller is able, or absent an actual sale, would be able (FCA, CPT, or DDP) to sell or otherwise dispose of the Products at the time of Buyer’s breach; except that if such difference is zero or negative, then Buyer shall not have any obligation to make any deficiency payment to Seller. Seller shall not be required to enter into any actual replacement transaction in order to determine such market price. Buyer shall exert commercially reasonable efforts to mitigate any damages to Seller hereunder. Each Party stipulates that the payment obligations set forth in this section for the damages incurred are a reasonable approximation of the anticipated harm or loss and acknowledges the difficulty of estimation or calculation of actual damages, and Buyer hereby waives the right to contest such payments as unenforceable, an unreasonable penalty or otherwise.
6. Price Adjustment. In the event that, after the date of execution of a Confirmation, Seller experiences an increase in the cost of producing, procuring, handling, storing, or delivering the Products due to changes in applicable law, regulation, tariff, duty, governmental order, or changes in raw material or energy costs, Seller shall have the right, upon written notice to Buyer, to adjust the contract price to reflect such increased costs; provided that Seller shall not recover the same increased cost under both this Section and the Compliance with Laws provision in Section 22(g). If Buyer does not accept such price adjustment within five (5) business days of receipt of Seller's notice, Seller may, at its sole discretion, either (i) terminate the affected Confirmation without further liability, subject to refund of any prepayments made by Buyer for unshipped quantities, or (ii) continue performance at the adjusted price, which shall be deemed accepted by Buyer upon receipt of any further shipment.
7. Modification of Payment Terms. Notwithstanding any payment terms specified in a Confirmation or elsewhere in these General Terms & Conditions, Seller may, at any time and from time to time in its sole discretion upon written notice to Buyer, require prepayment or otherwise modify the payment terms applicable to any unshipped quantities under any Contract, and Seller’s obligation to ship shall be suspended until such prepayment is received or such modified payment terms are satisfied.

11. Credit Assurance. Seller may, from time to time, request that Buyer provide Seller with credit assurances if at any time Seller, in its sole discretion, has reasonable grounds for insecurity concerning Buyer’s ability to perform any of its obligations under the Contract, including without limitation upon (i) any material adverse change in Buyer's financial condition, (ii) any downgrade of Buyer's credit rating, (iii) any change of control of Buyer, or (iv) Buyer's default under any other material agreement. If Buyer fails to provide such assurance within two (2) business days of the request, then Seller may, in its sole discretion, withhold or suspend its obligations under the Contract, accelerate any amounts Buyer owes to Seller hereunder but not yet otherwise due, and/or declare such failure an event of default hereunder and exercise any or all other legal, equitable or contractual remedies available to Seller.

12. Taxes and Other Liabilities. Seller shall pay or cause to be paid all taxes, penalties, royalties, fees, licenses, tariffs, duties or charges that are imposed by any federal, state or local governmental authority relating to the production, sale, use, storage, handling, loading and delivery of the Products to Buyer or in any way accrued or levied prior to delivery at the delivery point specified in the Contract. Buyer shall pay or cause to be paid all taxes, penalties, royalties, fees, licenses, tariffs, duties or charges that are imposed by any federal, state or local governmental authority that are imposed with respect to the Products at or after delivery at the delivery point specified in the Contract. As to any Buyer charges referred to herein, Buyer shall remit such charges to Seller if Seller has included such charges in an Invoice submitted to Buyer, or directly to the appropriate governmental authority if Seller is not required under the applicable law to collect such charges from Buyer. If Buyer claims an exemption from such charges, it shall furnish resale certificates or other reasonably acceptable documentation, in Seller’s discretion, which demonstrate Buyer’s right to claim such exemption. Buyer shall use commercially reasonable efforts to minimize such charges.

13. Storage. For all types of Committed Contracts, the quantity of Products specified therein must be shipped during the ship period. Any unshipped quantity remaining at the end of the ship period as a result of Buyer’s failure to take delivery shall be stored by Seller on Buyer’s behalf, unless Seller exercises its option to cancel or reprice the Contract. Storage fees shall be assessed on the unshipped quantity at Seller’s sole discretion and shall be in addition to, and not in lieu of, any other amounts owed by Buyer under the Contract. The ship period shall be extended for an additional calendar month period on the same terms, unless a shorter period is determined by Seller in its sole discretion. Any quantity of Products covered by the Contract which remains unshipped at the end of the extended ship period as a
result of Buyer’s failure to take delivery shall be subject to further storage, cancellation, or repricing by Seller. Storage, cancellation, or repricing shall continue to be reviewed and assessed in the manner described hereinabove until such time as the Contract is fulfilled or Seller’s option to cancel is exercised. Any storage fees invoiced under these General Terms & Conditions may be invoiced independently of, or concurrently with, Product Invoices.

14. Demurrage. All transportation modes - Buyer shall be responsible for all demurrage based on the demurrage policy of the applicable carrier (or its agent) in effect at the time the demurrage is incurred. 

15. Option to Cancel. Seller shall notify Buyer if Seller’s option to cancel, as set forth in a Confirmation, shall be exercised. Upon Seller exercising its option to cancel, Seller shall consider the Contract fulfilled, the unshipped Contract quantity shall be cancelled, prepayment balances shall be applied to amounts owed by Buyer under the Contract and any remaining prepayments shall be refunded to Buyer, and any storage fees or other amounts owed under the Contract after application of prepayments shall be invoiced to Buyer.

16. Warranty. Seller warrants marketable title, free and clear of all taxes, claims, liens and encumbrances, to all Products sold and delivered hereunder. Seller further warrants that the Products shall conform to the descriptions in the Agreement and/or Confirmation. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER MAKES NO OTHER REPRESENTATION OR WARRANTY CONCERNING THE PRODUCTS, AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE, ARE DISCLAIMED BY SELLER.

17. Buyer’s Remedies.

1. Buyer's exclusive remedy for any and all losses or damages resulting from the sales of Products under the Agreement or any Confirmation, including, but not limited to, any allegations of breach of warranty, breach of agreement, negligence or strict liability, shall be limited to either the return of the purchase price or the replacement of the particular Products for which a claim is made and proved, at Seller's option.
2. In the event that Buyer has any complaints or objections as to the quantity or quality of Products delivered to it by Seller pursuant to the Agreement or a Confirmation, Buyer shall halt any unloading activities immediately and notify Seller within one (1) business day after receipt of specific Products for which it has a complaint or objection, and shall make such Products available to Seller for its own investigation. Any such notification shall state with particularity the basis for the complaint or objection. In the event that Buyer has failed to comply with the provisions of this section, it shall be deemed to have waived any complaint or objection as to such specific Products.

18. Buyer’s Default and Seller’s Remedies. Any failure by Buyer or any affiliate of Buyer to perform its obligations under the Contract or any other agreement between Buyer and Seller, the failure of Buyer to provide any credit assurance required by Seller, any misrepresentation on the part of Buyer, any other breach of the Contract by Buyer, or any bankruptcy event related to Buyer shall constitute an event of default. In the event of a default hereunder, Seller shall have the right to (i) immediately terminate the Contract, in whole or in part, without notice or further obligation hereunder, (ii) offset any amounts owed to Buyer against amounts owed to Seller by Buyer under this or any other agreement, (iii) withhold or suspend any payments or deliveries owed to Buyer, to accelerate any amounts owed by Buyer, (iv) require advance payment in full for any future shipments prior to Seller's obligation to perform, (v) liquidate any or all outstanding transactions under the Contract, provided, however, where the event of default is a bankruptcy event and is governed by a system of law which does not permit termination to take place upon or after the occurrence a bankruptcy event in accordance with the terms of the Contract, an early termination date shall be deemed to have occurred immediate prior to any such event of default and no prior written notice is required, (vi) recover all costs of enforcement of the Contract, including all court costs and attorneys’ fees, and (vii) pursue all other rights and remedies
available under the Contract, at law, or in equity including without limitations, Seller’s remedies and damages under the sections titled Failure to Accept and Storage. All rights and remedies of Seller shall be cumulative.

19. Indemnity. Each Party agrees to indemnify, defend, and hold harmless the other Party, and any of said other Party’s affiliates, directors, officers, employees, agents and permitted assigns, from and against all claims, losses, liabilities, damages, judgments, awards, fines, penalties, costs and expenses (including reasonable attorneys’ fees and disbursements) directly incurred in connection with or directly arising out of the matters set forth in subsections (a) through (d) below. For the avoidance of doubt, Buyer's indemnification obligations hereunder shall include any consequential, incidental, indirect, or special damages suffered by Seller arising out of or related to any breach by Buyer of the Contract, notwithstanding any other limitation set forth herein:

1. any breach of representation or warranty or failure to perform any covenant or agreement in the Confirmation by said Party;
2. any violation of applicable law, regulation or order by said Party;
3. the delivery of the applicable Products by said Party when it is deemed to have title or risk of loss hereunder (except to the extent caused by the negligence or willful misconduct of the other Party); or
4. any claims by a third party arising out of any act or omission by a Party hereunder.

20. Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION IN THE CONTRACT, SELLER SHALL NOT BE LIABLE TO BUYER FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR REVENUE OR LOSS OF USE OF EITHER, OR BUSINESS INTERRUPTION DAMAGES, WHETHER BY STATUTE, IN TORT OR IN CONTRACT. SELLER’S TOTAL
AGGREGATE LIABILITY TO BUYER UNDER OR IN CONNECTION WITH THE CONTRACT SHALL NOT EXCEED THE TOTAL PURCHASE PRICE PAID BY BUYER FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM OF BUYER ARISING HEREUNDER
SHALL BE RELEASED AND FOREVER WAIVED IF NOT BROUGHT WITHIN SIXTY (60) DAYS AFTER THE CREATION OF SUCH CLAIM.

21. Product Use; Safety; Environmental. Buyer acknowledges and agrees that the Products are agricultural crop nutrition inputs and that the results of their use depend on numerous factors outside Seller’s control, including without limitation soil, weather, and field conditions, application timing, rates, and methods, storage and handling, and the acts of Buyer and third parties. SELLER MAKES NO GUARANTEE, REPRESENTATION, OR WARRANTY, EXPRESS OR IMPLIED, AS TO CROP YIELD, PLANT RESPONSE, OR ANY OTHER RESULTS FROM THE USE OF THE PRODUCTS, AND SELLER SHALL HAVE NO LIABILITY FOR ANY SUCH RESULTS. Buyer is solely responsible for the safe receipt, handling, storage, transportation, use, and application of the Products, and shall do so in accordance with the applicable product label, Safety Data Sheet (“SDS”), and all applicable federal, state, and local laws, regulations, and ordinances, including those relating to agricultural use, health, safety, security, and the environment. Buyer acknowledges that it has received or has access to the SDS for each Product and shall communicate all applicable hazard, handling, and safe-use information to its employees, agents, customers, and other persons who may handle or be exposed to the Products. Buyer acknowledges that certain Products may constitute hazardous materials, hazardous substances, or dangerous goods under applicable law. Buyer shall comply, and shall cause its agents, carriers, and contractors to comply, with all applicable laws and regulations governing the classification, labeling, marking, placarding, packaging, handling, storage, security, transportation, and disposal of such Products, including without limitation the regulations of the U.S. Department of Transportation (49 C.F.R.), the Occupational Safety and Health Administration, the Environmental Protection Agency, the Department of Homeland Security, and any comparable state, local, or foreign requirements. From and after the passage of risk of loss to Buyer, Buyer shall be solely responsible for compliance with all environmental requirements relating to the Products, including without limitation any spill, release, runoff, remediation, and the disposal of the Products, their containers, and any residues. This Section is in addition to, and does not limit, the disclaimers set forth in the Warranty section, the Limitation of Liability section, or Buyer’s indemnification obligations under the Contract.

22. Miscellaneous.

1. Force Majeure. Neither Party shall be liable to the other for failure or delay in making or accepting delivery under the Contract to the extent that such failure or delay may be due to Force Majeure. Force Majeure shall include any cause reasonably beyond the control of a Party, including, but not limited to: compliance with acts, orders, regulations or requests of any national, federal, state or local civilian or military authority or any other persons purporting to act therefor; war (whether or not declared), embargo; civil insurrection, riots; strikes; labor difficulties; actions of the elements; natural disasters, fire, explosion; mechanical breakdowns; recognized health threats as determined by the World Health Organization, the Centers for Disease Control, or local government authority or health agencies (including but not limited to the health threats of COVID-19, H1N1, or other similar infectious diseases); or any other events or circumstances not within the reasonable control of the Party affected, whether similar or dissimilar to any of the foregoing, in each case, beyond such Party’s reasonable control (a
   “Force Majeure Event”). Lack of finances, loss of market, a downturn in the market price for the Products, and failure or inability of Buyer to resell or otherwise dispose of the Products, will be deemed not to be a Force Majeure Event. Upon occurrence of a Force Majeure Event, the affected Party shall promptly notify the other Party that a Force Majeure Event has occurred and its anticipated effect on performance, including its expected duration. The affected Party shall furnish the non-affected Party with periodic reports regarding the progress of the Force Majeure Event. The affected Party shall use reasonable diligence to minimize damages and to resume performance. Seller shall not be obligated to make up any deliveries omitted as a result of any Force Majeure Event. No Force Majeure Event shall relieve Buyer of any obligation to make payments with regard to Products that have been delivered under the Contract. Neither Party, along with its approved agents, carriers, or contractors, shall be required to cross picket lines, or otherwise endanger its employees or equipment to fulfill a delivery under the Contract.
2. Entire Agreement; Amendment. The Contract constitutes the entire agreement and understanding of the Parties hereto with respect to the subject matter hereof and supersedes and cancels all prior agreements and understandings with respect thereto. The obligations of a Party to the Contract shall be binding on the Parties and their successors and permitted assigns. The Contract may not be amended or modified by Buyer except in a written instrument duly signed by Seller. No terms or provisions in any other document or correspondence, including without limitation, any Invoice, terms, conditions, letter, email, facsimile transmission or other documentation or communication, shall have any effect or be binding upon the Parties. Seller shall have the right to amend these General Terms & Conditions from time to time, in Seller’s sole discretion, and such amendments shall be effective as to all future shipments of Products upon Buyer's receipt of notice thereof. If Buyer, within five (5) business days of such notice, gives Seller written notice objecting to such amendment, the General Terms & Conditions in effect immediately preceding such amendment shall continue to apply solely to Products covered by Confirmations entered into prior to the date of the amendment notice, and Seller may, in its sole discretion, terminate any such Confirmation as to any unshipped quantities without further liability, subject to refund of any prepayments made by Buyer for such unshipped quantities. A copy of these General Terms & Conditions shall be provided to Buyer upon Seller’s receipt of a written request therefore from Buyer. Seller may also post amendments hereof on a website of Seller established for such purpose, in Seller’s discretion, and will provide Buyer notice thereof.
3. Waiver; Severability. No delay or failure by Seller to exercise any right or remedy shall constitute an abandonment of any such right and no waiver of any default shall constitute a waiver of any later default. In the event that any provision of the Contract shall be held to be void, voidable or otherwise unenforceable, the remaining provisions shall remain in full force and effect.
4. Governing Law; Jurisdiction. The Contract shall be governed by the laws of the State of Illinois, without regard to conflict of laws principles. Any dispute arising hereunder shall be brought only in the federal or state courts located in McLean County, Illinois, all protest based on jurisdiction or venue being hereby waived.
5. Jury Trial Waiver. BOTH PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY JUDICIAL ACTION ARISING OUT OF, RESULTING FROM, OR IN ANY WAY RELATING TO THE CONTRACT.
6. Assignment. Buyer may not assign its rights or obligations under the Contract without the prior written consent of Seller. Seller may assign its rights and obligations under the Contract, in whole or in part, to any affiliate of Seller or to any successor to Seller's business, without the prior consent of Buyer.
7. Compliance with Laws. Buyer shall comply with all applicable federal, state and local laws, regulations, rules and ordinances. Buyer will comply with all export and import laws of all countries involved in the purchase and resale of Products by Buyer. In addition, Buyer may only purchase Products for export to destinations other than Canada with the prior written consent of Seller which consent may be withheld in Seller’s sole, but reasonable, discretion. Diversion of Products contrary to the laws of the United States is prohibited. Buyer is responsible for any government import clearance, and assumes liability for all obligations relating to importation and customs clearance. Any additional or increased tax, tariff, duty, toll, levy, charge or similar cost or expense that relates to the
   import or export of the Products and arises after the date of the applicable Confirmation shall be the responsibility of, and will be charged to, Buyer.
8. Time of the Essence. Buyer acknowledges and agrees that time is of the essence in Buyer’s performance of the Contract.
9. Notices. Any notice provided for in the Contract shall be in writing and shall be deemed given when personally delivered, the day following delivery by electronic mail, or three (3) days after being sent by certified mail, return receipt requested and postage prepaid.
10. Survival. The termination, expiration, cancellation, or completion of the Contract shall not relieve either Party of any obligation or liability accrued prior thereto, and all rights, obligations, and provisions that by their nature are intended to survive shall so survive, including, without limitation, the provisions titled Invoices and Payment Terms (including Failure to Accept, Finance Charges, and Disputes), Taxes and Other Liabilities, Warranty, Buyer’s Remedies, Buyer’s Default and Seller’s Remedies, Indemnity, Limitation of Liability, and Product Use; Safety; Environmental, together with the Governing Law; Jurisdiction, Jury Trial Waiver, and Waiver; Severability provisions of this Section, and any accrued payment obligations of Buyer.

¹ “Bulk Crop Nutrition Product” means a Crop Nutrition Product sold and delivered in unpackaged form, loaded loose into trucks, trailers, rail cars, or barges, or transferred in place, and does not include any Product sold in bags, totes, drums, or other individual packaged containers.