Fill and Sign the Agreement Sale After Form

Agreement for Sale of Growing Crops After Severed from Realty Sales Agreement made on the _______________ (date) , between ______________________ (Name of Buyer) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at ___________ ____________________________________ (street address, city, state, zip code) , referred to herein as Buyer, and __________________ (Name of Seller) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at ____________________________ _______________ (street address, city, state, zip code) , referred to herein as Seller. Whereas, Seller owns _____________ (number) acres of real property, hereinafter called the Property , as described in Exhibit A attached hereto and made a part hereof; and Whereas, Seller grows a crop of _____________________ (type of crop) on the property; and Whereas, Seller desires to sell the crop during the harvest period commencing on approximately _______________ (date) ; and Whereas, Buyer desires to purchase the crop from Seller; Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Amount, Description, and Price of Crop Seller desires to plant, cultivate and harvest a crop consisting of _____________ _________________________________ (description of crop) . Buyer shall pay Seller $_____________ per ton for each ton of the crop delivered to Buyer so long as the individual ____________________ (name of crop) meet the following size and grade requirements: ______________________________ (size and grade) . 2. Warranty of Exclusive Sale and Notice of Encumbrances Seller represents that it has not sold or agreed to sell this crop to any other person, and that the crop is and shall be kept free of crop mortgages, liens, encumbrances, and other security interests, except as follows: ___________________ ______________________________________________________ (list exceptions) . 3. Transportation Seller shall transport the crop to the point of delivery. The transportation allowance to Seller shall be $_____________ per gross ton, which shall include the transportation of all empty boxes or other containers and pallets. 4. Containers and Pallets Buyer shall furnish pallets, crates, boxes, or other containers for delivery of the crop, but shall not be liable for failure to do so, so long as Buyer exercises reasonable effort and care. 5. Specifications Seller shall deliver at point of delivery, promptly after harvesting, the crop covered by this Agreement, suitable for the purposes of Buyer. The delivered crop shall be of a color, texture, quality, and state of maturity that Buyer may require, free from spray residue, mechanical injury, worms, worm damage, insect bites, or other pest infections, frost, hail, or rain damages, rot, mildew, mold, shrivel, scab, foreign matter, or other imperfections, and in all respects in conformance with the requirements of the ______________________ (name of agency) of _______________ (name of state) . Furthermore, the crop shall conform to the special requirements as follows: ____________________________________________________________________ (special requirements) . 6. Rejections Buyer may reject any quantity of the crop delivered or tendered for delivery that does not comply with the terms and conditions of this Agreement and Buyer may charge to Seller the rejected quantity and all costs, freight, and expenses paid or incurred in connection with the receipt and return of the rejected crop to Seller. Buyer shall give notice in writing to Seller, or to agent of Seller, of any rejection. The rejection of any partial delivery or the regarding of any partial delivery by Buyer at the point of delivery specified in this Agreement shall not relieve Seller of its obligation to deliver the balance of the crop purchased, and to that extent this Agreement is severable. 7. Grading of Crop Buyer will not accept any part of the crop that does not comply with the variety, grade, or quality for which a price has been specified under this Agreement. Seller should retain all nonconforming crops, and if any nonconforming crops are found in deliveries mingled with the variety, grade, or quality for which a price has been specified, Buyer may retain the nonconforming crop and pay $___________ per ton for the nonconforming crop. Buyer may grade, at the option of Buyer, a portion of each delivery; in that event, the grade of the portion shall establish the grade of the delivery. 8. Payment Payment for each delivery shall be made by ____________ (name of day) of the week following delivery. Failure of Buyer to promptly pay for a delivery shall not constitute a breach of this Agreement until Seller makes written demand on Buyer for payment, and Buyer fails to pay for a period of _______ (number) hours after demand is made. Demand shall be deemed made when Buyer receives written demand from Seller. 9. Identification of Crops; Title and Delivery A. This Agreement constitutes an identification of the crops specified in this Agreement, and constitutes an absolute sale, but until delivery has been made all risk of loss, depreciation, and damage shall be in Seller. B. No deliveries shall be made on Saturdays, Sundays, or legal holidays unless by mutual Agreement. Buyer reserves the right, at the option of Buyer, to direct the time and method of planting and harvesting, the quantity to be delivered daily, and to specify the proper fill of containers. Failure by Seller to follow any directions or specifications shall constitute a material breach of this Agreement, justifying Buyer in rejecting delivery of the crop, or any portion of the crop, tendered by Seller. 10. Warranty of Exclusive Delivery Seller shall neither attempt to nor deliver any crop grown on any acreage other than that described in this Agreement. Should Seller breach the provisions of this section, Buyer shall, after notice in writing to Seller, be relieved of any obligation to accept any further deliveries and Seller shall be liable for all damages caused by the breach. 11, Care of Crop Seller shall till, cultivate, fertilize, irrigate, and eliminate weeds and control worm and insect infestation by spraying or dusting with an insecticide, all in the manner customary or best adapted to the proper care and growth of the best quality of the crop. Buyer is not required to give Seller advice relating to the performance of this section. Any advice that Buyer may give Seller shall be deemed gratuitous, and Buyer shall not be liable to Seller for the advice. 12. Seeds Should Buyer be willing to furnish seed for the planting of the crop, Seller shall purchase and use the seed to the exclusion of all others, except by written consent of Buyer. Buyer shall not be obligated to accept any of the crop produced from acreage sown with seed other than that furnished by Buyer to Seller if, in the opinion of Buyer, any other seed affects the quality or variety of the crop. Buyer makes no warranty, express or implied, and makes no representations as to description, quality, variety, productiveness, or any other matter, of any seed furnished by Buyer, nor does Buyer agree to accept the crop produced from that seed as proper delivery under this Agreement unless the delivery conforms in every particular with the specifications of this Agreement. 13. Conditions Beyond Control of Parties A. Each party shall be excused from performance under this Agreement while, and to the extent, that the party is unable to perform by reason of any cause beyond the reasonable control of that party. B. Causes beyond the reasonable control of a party shall include, but not be restricted to, fire, lightning, storm, flood, earthquake, explosion, war, rebellion, insurrection, action of the elements, labor disputes, total or partial failure of transportation or delivery facilities, shortage of labor, raw materials or supplies, interruption of power, or any act of governmental or military authorities. C. Buyer may, during any such period, accept any portion of the crop that in the judgment of Buyer can be economically harvested and processed. Any of the crops that Buyer fails to accept by reason of these causes shall be automatically released for sale and delivery elsewhere by Seller. 14. Legislation or Marketing Agreement This Agreement shall be deemed modified to the extent necessary to comply with valid state and federal laws and any valid order, regulation or license made or required by such laws, and any valid marketing Agreement or order made under authority of law. 15. Time is of the Essence Time is of the essence of this Agreement. 16. Notices Except as otherwise provided in this Agreement, any notice or demand may be given personally, or may be given in writing by deposit of the notice in the United States mail addressed to the party to whom directed at the last known address of that party. 17. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 18. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 19. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 20. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 21. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 22. Government Labor Acts Seller guarantees that all of the crop subject to this Agreement shall be produced in compliance with all applicable requirements of _____________________ (citation of statute) , as amended, and all regulations and orders of the United States Department of Labor issued under those regulations, and, on completion of the performance of this Agreement by Seller, Seller shall promptly deliver to Buyer a written certificate stating compliance with the requirements. 23. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. 24. In this Agreement, any reference to a party includes that parties successors and assigns, singular includes plural and masculine includes feminine. The parties have executed this Agreement at ____________________________ ______________________ (place of execution) the day and year first above written. WITNESS our signatures as of the day and date first above stated. ____________________________ ____________________________ (Name of Buyer) (Name of Seller) By: ____________________________ By: ______________________________ ___________________________ _________________________ (P rinted Name & Office in Corporation) (P rinted Name & Office in Corporation) ____________________________ ____________________________ (Signature of Officer) (Signature of Officer)