Feed Sales Agreement

FEED SALES AGREEMENT

This Feed Sales Agreement ("Agreement") is made and entered into as of , by and between Seller Name: with principal place of business at , and Buyer Name: with principal place of business at .

RECITALS

WHEREAS, Seller is engaged in the business of producing, packaging and selling animal feed and related products; and

WHEREAS, Buyer desires to purchase certain feed products from Seller under the terms and conditions set forth herein; and

WHEREAS, Seller is willing to sell and Buyer is willing to purchase such feed upon the terms and conditions contained in this Agreement.

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

1. Definitions

1.1 "Product" means the feed items described in Section 2.1 below. "Delivery Date" means the date on which Product is tendered for delivery to Buyer. "Business Day" means any day other than a Saturday, Sunday or federal public holiday.

2. Sale and Purchase

2.1 Products. Seller shall sell and Buyer shall purchase the feed products described below in accordance with the quantities, specifications, and prices set forth:

Quantity: Unit: Unit Price:

Quantity: Unit: Unit Price:

3. Specifications and Inspection

3.1 Seller warrants that the Products delivered shall conform to the specifications described in the product descriptions and shall be free from material defects in workmanship and material at the time of delivery. Seller's specifications shall be deemed accepted if Buyer does not notify Seller of non-conformity within the inspection period set forth in Section 3.2.

3.2 Inspection Period. Buyer shall have Business Days after receipt to inspect the Products and to reject any nonconforming Products by written notice to Seller. If Buyer fails to timely reject, the Products shall be deemed accepted.

4. Delivery; Title; Risk of Loss

4.1 Delivery Terms. Delivery shall be FOB . Delivery method: Seller will deliver Buyer pickup

4.2 Delivery Date. Expected delivery date: . Actual delivery dates are estimates and subject to availability.

4.3 Title and Risk of Loss. Title to Products transfers to Buyer upon Seller's delivery to the carrier at the FOB point. Risk of loss or damage passes to Buyer upon delivery to the carrier or at the agreed delivery point if Seller completes delivery.

5. Price and Payment

5.1 Contract Price. The aggregate purchase price for the Products shall be computed by reference to the unit prices set forth for each product line and shall be payable as follows: Total Contract Price: .

5.2 Payment Terms. Buyer shall pay Seller within days of invoice. Late payments shall accrue interest at or the maximum permitted by law, whichever is less.

6. Warranties; Disclaimer

6.1 Seller Warranty. Subject to the limitations and procedures in this Agreement, Seller warrants that at the time of delivery Products shall substantially conform to the written specifications provided by Seller and shall be of merchantable quality for feed use.

6.2 Disclaimer. Except as expressly set forth in Section 6.1, Seller MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. Limitation of Liability; Indemnification

7.1 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID BY BUYER TO SELLER FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

7.2 Indemnification. Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising out of the indemnifying party's (a) breach of this Agreement, (b) negligence, or (c) willful misconduct.

8. Taxes and Regulatory Compliance

8.1 Taxes. Buyer shall be responsible for all sales, use, excise and similar taxes, tariffs or duties imposed upon the sale, transportation or delivery of the Products, except for taxes based upon Seller's net income.

8.2 Compliance. Each party shall comply with all applicable laws, rules and regulations relating to its performance under this Agreement, including labeling and feed safety regulations.

9. Force Majeure

Neither party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including but not limited to acts of God, fire, flood, storm, labor disputes, embargoes, shortages of raw materials, acts of government or disruptions in transportation. The affected party shall notify the other promptly and use commercially reasonable efforts to resume performance.

10. Remedies; Termination

10.1 Remedies. The remedies provided in this Agreement are cumulative and in addition to any remedies available at law or in equity. Buyer may seek replacement, repair or refund for nonconforming Products in accordance with Section 3.

10.2 Termination. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

11. Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as a party may designate by notice). Notices shall be deemed given upon personal delivery, next Business Day following deposit with a nationally recognized overnight courier, or three (3) Business Days after deposit in the U.S. mail, postage prepaid, certified mail.

12. Confidentiality

Each party shall maintain in confidence any non-public proprietary information disclosed by the other party in connection with this Agreement and shall not use such information except as necessary to perform its obligations. Confidential information shall not include information that is publicly available or rightfully obtained from a third party without restriction.

13. Miscellaneous Provisions

13.1 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.

13.2 Entire Agreement. This Agreement, together with any Purchase Orders or attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior agreements and understandings.

13.3 Amendments and Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the parties. A waiver of any breach shall not constitute a waiver of any subsequent breach.

13.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall attempt to replace the invalid provision with a valid provision achieving substantially the same economic effect.

13.5 Counterparts. 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.

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