Agriculture Purchase Agreement

AGRICULTURE PURCHASE AGREEMENT

This Agriculture Purchase Agreement ("Agreement") is made and entered into as of by and between Seller Name: , an entity organized as Individual Corporation LLC Other with principal place of business at , and Buyer Name: , an entity organized as Individual Corporation LLC Other with principal place of business at .

RECITALS

WHEREAS, Seller cultivates, raises, harvests or otherwise produces the agricultural products described herein and desires to sell such products under the terms and conditions set forth in this Agreement; and

WHEREAS, Buyer desires to purchase and accept delivery of the agricultural products described in this Agreement in accordance with the specifications, quantities, delivery schedule and payment terms set forth below.

WHEREAS, the parties intend by this Agreement to set forth the entire agreement between them regarding the purchase and sale of such agricultural products.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

"Goods" means the agricultural products described in Section 2 below. "Delivery Date" means the date or dates when Seller is required to tender the Goods for delivery to Buyer. "Acceptance" means Buyer's written or deemed acceptance under Section 5. Terms defined elsewhere in this Agreement have the meanings ascribed to them there.

2. DESCRIPTION OF GOODS; QUANTITY; PRICE

Seller agrees to sell and Buyer agrees to purchase the following agricultural products in the quantities and at the prices set forth below:

3. PAYMENT TERMS

Buyer shall pay Seller the Total Purchase Price in lawful money in accordance with the following schedule. Buyer shall pay a deposit in the amount of upon execution of this Agreement. The remaining balance shall be paid as follows: . All payments are due net of any deductions unless otherwise agreed in writing.

4. DELIVERY; TRANSFER OF RISK; TITLE

Delivery Location: .

Seller shall tender delivery of the Goods on or about the following date(s): . Unless otherwise agreed, risk of loss or damage to the Goods shall pass to Buyer upon delivery in accordance with the agreed Incoterm or, if no Incoterm is specified, upon physical transfer of possession at the Delivery Location. Title to the Goods shall pass to Buyer upon Seller's receipt of full payment of the amount due for the Goods.

5. INSPECTION; ACCEPTANCE; REJECTION

Buyer shall have the right to inspect the Goods within days after delivery. If Buyer timely notifies Seller in writing of material nonconformity, Seller shall, at its election and expense, repair or replace the nonconforming Goods or refund the applicable purchase price. Failure to provide timely notice shall constitute acceptance of the Goods.

6. REPRESENTATIONS AND WARRANTIES

Seller represents and warrants to Buyer that: (a) Seller has good and marketable title to the Goods and the right to sell them free of any liens, encumbrances or third-party claims; (b) the Goods shall conform to the descriptions, species, grade and specifications expressly set forth in this Agreement; (c) at the time of delivery the Goods will be free from material defects and will comply with applicable laws and regulations governing their production and sale; and (d) Seller has performed all necessary pre-sale handling, cooling, fumigation and packaging customary for the Goods unless otherwise specified in writing.

Buyer represents and warrants that it has the authority to purchase the Goods, that Buyer will pay amounts when due, and that Buyer will provide timely access and acceptance at the Delivery Location in accordance with this Agreement.

7. COVENANTS

Each party covenants to perform its obligations in good faith and to comply with all applicable laws, including those governing the production, transport, storage and sale of agricultural products. Seller shall provide such documents of origin, phytosanitary certificates, weight tickets and handling records as are customary or as Buyer reasonably requests to effect import or resale of the Goods.

8. TAXES; GOVERNMENTAL ASSESSMENTS

Taxes, tariffs, duties and assessments levied on the sale, transport or delivery of the Goods shall be allocated as follows: . Buyer shall be responsible for sales, use or consumption taxes measured by Buyer's purchase unless Seller is required by law to collect such taxes.

9. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of: (a) breach of any representation, warranty or covenant contained in this Agreement; (b) the Indemnifying Party's negligence or willful misconduct; or (c) third-party claims relating to the Indemnifying Party's acts or omissions in connection with the Goods. The Indemnified Party shall promptly notify the Indemnifying Party of any claim and shall reasonably cooperate in the defense.

10. LIMITATION OF LIABILITY

Except for liability arising from fraud, willful misconduct or gross negligence, in no event shall either party be liable to the other for consequential, incidental, special or punitive damages, and the aggregate liability of either party for any claim arising under this Agreement shall not exceed the Total Purchase Price actually paid for the Goods giving rise to such claim.

11. FORCE MAJEURE

Neither party shall be liable for delay or failure to perform its obligations hereunder if such delay or failure is caused by acts of God, fire, flood, drought, epidemic or pandemic, government action, labor dispute, supply chain interruption, transportation failure, or other causes beyond such party's reasonable control. The affected party shall give prompt notice to the other and shall use commercially reasonable efforts to mitigate the effect of the event.

12. DEFAULT; REMEDIES

A party shall be in default if it materially breaches this Agreement and fails to cure such breach within days after written notice. Upon uncured default, the non‑defaulting party may pursue any remedy available at law or in equity, including specific performance where appropriate, without limiting any other remedy.

13. NOTICES

All notices under this Agreement shall be in writing and shall be delivered to the parties at the addresses set forth below by hand, certified mail (return receipt requested) or overnight courier, and shall be deemed given upon receipt.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the parties: , without regard to conflicts of law principles.

15. ENTIRE AGREEMENT; AMENDMENT; WAIVER; SEVERABILITY

This Agreement, including any schedules or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements. No amendment, modification or waiver shall be effective unless in writing and signed by both parties. The waiver of any breach shall not constitute a waiver of any subsequent breach. If any provision of this Agreement is held invalid or unenforceable, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect.

16. COUNTERPARTS; EXECUTION

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be effective as originals.

17. ADDITIONAL PROVISIONS

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