Farm Supply Agreement

FARM SUPPLY AGREEMENT

Parties and Recitals

This Farm Supply Agreement (the Agreement) is entered into as of (Effective Date), by and between:

WHEREAS, Supplier is engaged in the business of supplying agricultural inputs, materials, and related goods and services; and

WHEREAS, Buyer operates agricultural production and desires to procure certain supplies from Supplier under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

Scope of Work

Payment Terms

Buyer shall pay Supplier for the supplies and services described above in accordance with the following terms:

Late Payment: Any payment not received by Supplier within days of the invoice due date shall accrue a late fee of per month on the outstanding balance, calculated from the original due date until paid in full. Buyer shall also be responsible for reasonable collection costs and attorneys' fees incurred by Supplier in enforcing payment.

Delivery, Inspection, and Title

Delivery shall be made FOB as specified in the Scope of Work. Title to and risk of loss for goods shall pass to Buyer upon delivery at the agreed delivery point, unless otherwise stated in writing. Buyer shall inspect goods promptly upon delivery and must give Supplier written notice of any claim for shortage, defect or nonconformance within days of delivery. Failure to provide timely notice shall constitute acceptance.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Buyer of its obligation to pay for supplies delivered or services performed prior to termination.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential. Each party shall (a) use Confidential Information solely for the performance of this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, and (c) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall survive termination for a period of years, except for trade secrets, which shall remain protected as long as they retain trade secret status.

Warranties and Limitation of Liability

Supplier warrants that the goods supplied hereunder will conform to the specifications set forth in the Scope of Work and will be free from defects in material and workmanship at the time of delivery. THE FOREGOING WARRANTY IS EXCLUSIVE AND IS GIVEN IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY BUYER TO SUPPLIER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. Any dispute arising under this Agreement shall be resolved in the state or federal courts located in the county of the governing state's capital, and the parties hereby consent to personal jurisdiction and venue therein.

Force Majeure

Neither party shall be liable for delays or failures in performance resulting from acts beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics, war, terrorism, labor disputes, shortage of supplies, embargoes, or governmental actions. The affected party shall promptly notify the other party and shall use commercially reasonable efforts to resume performance.

Entire Agreement; Amendments

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth above or to such other address as either party may designate by written notice. Notices shall be deemed given upon receipt.

Miscellaneous

If any provision of this Agreement is held unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship. Neither party may assign this Agreement without the prior written consent of the other party, except that Supplier may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

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