Legal Fertilizer Tonnage Agreement

LEGAL FERTILIZER TONNAGE AGREEMENT

This Fertilizer Tonnage Agreement (the Agreement) is entered into as of by and between (Seller), a Entity Type: Corporation LLC Partnership Individual, with principal place of business at ; and (Buyer), a Entity Type: Corporation LLC Partnership Individual, with principal place of business at .

RECITALS

WHEREAS, Seller is engaged in the manufacture, sale and supply of fertilizer products and has the capacity to deliver the quantity of fertilizer set forth herein; and

WHEREAS, Buyer desires to purchase and take delivery of a specified tonnage of fertilizer on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations regarding quantity, quality, delivery, inspection, price and remedies in the event of breach.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below: "Ton" means one short ton (2,000 pounds) unless otherwise specified in writing; "Delivery Point" means the location identified in Section 4 where Seller shall deliver the Product; "Product" means the fertilizer described in Section 3.

2. PRODUCT, QUANTITY AND TOLERANCE

Seller agrees to sell and Buyer agrees to purchase a total of tons of fertilizer (the Contract Quantity). The Contract Quantity is subject to a tolerance of (plus or minus), which tolerance shall be applied at the final aggregate measurement.

3. SPECIFICATIONS; QUALITY

The Product shall conform to the specifications set forth below and to the industry standard for the grade described. Seller shall deliver Product meeting the following guaranteed analysis: Seller warrants that Product delivered to Buyer will materially conform to the foregoing specifications and be free from contagious and infectious diseases and foreign matter inconsistent with ordinary commercial practice.

4. DELIVERY; TITLE AND RISK OF LOSS

Delivery shall be F.O.B. at the Delivery Point: . Seller shall use commercially reasonable efforts to meet the delivery schedule set forth in Section 2. Title and risk of loss in the Product shall pass to Buyer upon transfer of the Product to Buyer's carrier at the Delivery Point, unless otherwise agreed in writing.

5. PRICE AND PAYMENT

The purchase price shall be per ton, exclusive of applicable taxes, duties, freight and insurance which shall be borne as set forth in this Agreement. Seller shall invoice Buyer upon delivery of each shipment. Payment is due within days from invoice date. Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by law.

6. INSPECTION, TESTING AND REJECTION

Buyer shall have the right to inspect and sample each shipment at the Delivery Point or within days after receipt. If within such period Buyer provides written notice of nonconformity specifying the grounds for rejection, Seller shall, at Seller's election, replace the nonconforming Product or credit Buyer for the nonconforming quantity. If the parties dispute test results, they shall select an independent laboratory mutually acceptable to both parties for final determination. The results of the independent laboratory shall be binding on the parties.

7. DEFAULT; REMEDIES; LIQUIDATED DAMAGES

If Seller fails to deliver the Contract Quantity in accordance with this Agreement, Buyer may require specific performance or procure substitute product and charge Seller for any reasonable additional cost. As liquidated damages for delay in delivery, and not as a penalty, Seller shall pay Buyer per ton of delay beyond the scheduled delivery date, up to a maximum equal to the price per ton for the delayed quantity. The parties acknowledge that these remedies are cumulative and in addition to any other remedies available at law or in equity.

8. FORCE MAJEURE

Neither party shall be liable for delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, war, terrorism, pandemics, labor disputes, government orders, shortages of raw materials or transportation disruptions (Force Majeure Event). The affected party shall provide prompt written notice to the other party and shall use commercially reasonable efforts to resume performance.

9. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that it is duly organized, validly existing and in good standing under its laws of formation, has full power and authority to enter into and perform this Agreement, and that execution and performance of this Agreement will not violate any material contract or law. SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT.

10. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any claims, damages or liabilities arising out of its negligence or willful misconduct in connection with this Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACHES OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS.

11. INSURANCE

Each party shall maintain insurance appropriate to its obligations under this Agreement, including commercial general liability and, where applicable, cargo and pollution coverage, in amounts customary for similarly situated parties and sufficient to cover potential liabilities arising from performance under this Agreement.

12. COMPLIANCE WITH LAW; ENVIRONMENTAL

Each party shall comply with all applicable laws, rules and regulations in connection with its performance under this Agreement, including but not limited to environmental, transportation and product labeling laws. Seller shall notify Buyer in writing of any known environmental or regulatory hazards associated with the Product.

13. 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 reputable overnight courier to the addresses set forth below or such other address as a party may designate by notice in accordance with this Section. Notices shall be effective upon receipt.

14. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may not be amended or modified except by a written instrument executed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver, and any waiver must be in writing signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. This Agreement, including all schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. SURVIVAL

The provisions of this Agreement that by their nature should survive termination or expiration of this Agreement, including but not limited to Sections 3 (Specifications), 5 (Price and Payment), 6 (Inspection), 10 (Indemnification), 15 (Governing Law), and this Section 16, shall survive any termination or expiration.

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