Terms and Conditions of Sale (VERSION 1.0 July 2026)
1. Scope and Acceptance
These Terms and Conditions of Sale (“Terms”) apply to all sales of products (“Products”) by Seller (“Seller”) to the purchaser (“Buyer”). Buyer’s placement of an order, acceptance of delivery, or payment for Products constitutes Buyer’s acceptance of these Terms. Seller expressly rejects any additional or different terms proposed by Buyer unless expressly agreed to in writing.
2. Orders, Pricing, and Acceptance
All orders are subject to acceptance by Seller. Seller reserves the right, in its sole discretion, to accept or reject any order and to allocate available supply among customers. Prices, quantities, and applicable terms shall be as set forth in Seller’s order confirmation or invoice. Seller reserves the right to correct any clerical, typographical, or pricing errors.
3. Payment Terms and Credit
Payment terms shall be as stated on the invoice, with Net 30 days being the standard unless otherwise agreed in writing. Any past due balances may be subject to a finance charge of up to one and one-half percent (1.5%) per month, or the maximum rate permitted by law. Seller reserves the right to suspend deliveries, require advance payment, or revoke credit at any time if Buyer fails to meet payment terms or if Seller has concerns regarding Buyer’s financial condition.
4. Credit Availability
Completion of the Agreement by Customer in no way obligates Seller to extend credit to Customer. If, however, credit is extended and Customer fails to make payment as agreed, or if Seller, in its sole discretion, has any doubt at any time as to Customer’s financial standing, Seller may refuse to make further deliveries to Customer, and/or may requiem receipt of cash or satisfactory security before releasing any shipment.
5. Delivery; Risk of Loss; Title
Delivery dates provided by Seller are estimates only and do not constitute a guarantee of delivery. Seller shall not be liable for delays in delivery. Unless otherwise agreed in writing, delivery of Products shall be FCA Seller’s Facility, Incoterms® 2020. Delivery shall occur, and risk of loss shall transfer to Buyer, when the Products are made available to and accepted by the carrier designated by Seller or Buyer at Seller’s facility. Title to the Products shall pass to Buyer upon delivery to the carrier at Seller’s facility. If Seller arranges transportation, freight, insurance, customs clearance, or other logistics services beyond the point of delivery, such services are performed solely as an accommodation to Buyer and shall not affect the transfer of title, risk of loss, or delivery under the applicable Incoterms® 2020 rule. Seller shall not be held responsible or liable for any loss, detention, or delay caused by fire, strike, flood, infestation, riot, or other cause which is unavoidable or beyond Seller’s reasonable control. Customer assumes all risk of loss or damage upon delivery of the Products to the carrier at Seller’s facility in accordance with FCA Seller’s Facility, Incoterms® 2020.
Seller may establish minimum order quantities, packaging requirements, and related commercial conditions. Additional charges may apply for expedited orders, partial shipments, or special handling requirements. Unless otherwise agreed in writing, delivery of Products shall be FCA Seller’s Facility, Incoterms® 2020. Delivery shall occur, and risk of loss shall transfer to Buyer, when the Products are made available to and accepted by the carrier designated by Seller or Buyer at Seller’s facility. Title to the Products shall pass to Buyer upon delivery to the carrier at Seller’s facility. If Seller arranges transportation, freight, insurance, customs clearance, or other logistics services beyond the point of delivery, such services are performed solely as an accommodation to Buyer and shall not affect the transfer of title, risk of loss, or delivery under the applicable Incoterms® 2020 rule. Seller shall not be held responsible or liable for any loss, detention, or delay caused by fire, strike, flood, infestation, riot, or other cause which is unavoidable or beyond Seller’s reasonable control. Customer assumes all risk of loss or damage upon delivery of the Products to the carrier at Seller’s facility in accordance with FCA Seller’s Facility, Incoterms® 2020.
16. Order Cancellation and Modification
Orders may not be cancelled or modified without Seller’s prior written consent. Seller reserves the right to impose cancellation fees, including recovery of production costs, raw materials, and administrative expenses. Custom or made-to-order Products may not be cancelled once production has begun.
17. Export / International Compliance
Buyer shall comply with all applicable export control laws, trade sanctions, and import regulations. Buyer agrees not to export, re-export, or transfer Products in violation of any applicable laws or to any restricted or prohibited jurisdictions.
18. Intellectual Property and Brand Use
Buyer shall not alter, remove, or obscure any labels, trademarks, or identifying information on the Products. Buyer shall not use Seller’s trademarks, trade names, or branding without prior written consent. No intellectual property rights are granted to Buyer except the limited right to use the Products as intended.
19. Force Majeure
Seller shall not be liable for any delay or failure to perform caused by events beyond its reasonable control, including but not limited to natural disasters, pandemics, labor disruptions, supply shortages, transportation issues, or governmental actions.
20. Default and Collection
In the event of Buyer’s default, Seller shall be entitled to recover all reasonable costs of collection, including attorneys’ fees and expenses, to the extent permitted by law. Seller may suspend performance or terminate outstanding orders upon default. In the event of any default, the Customer hereby agrees that Seller may provide notice of such default to any landlord or owner of the real property upon which the Customer carries out its operation.
21. Dispute Resolution
All disputes arising out of or relating to these Terms or the Products shall be resolved in accordance with the arbitration rules of the National Grain and Feed Association (NGFA). Any arbitration decision shall be final and binding on the parties.
22. Jury Waiver
Customer hereby waives the right to trial by jury of any matters arising out of this agreement or the transactions contemplated hereby.
23. Severability
If any terms and conditions contained herein are determined by a court of competent jurisdiction to be in conflict with applicable law, that term and condition shall be considered changed or omitted to conform with said law and all other terms and conditions remain in full force and effect.
24. Enforcement
Failure of Seller to require strict performance of any term or condition herein, or to exercise any right or remedy shall not be deemed a waiver of any right or remedy or of any existing or subsequent breach or default, the election by Seller of any particular right or remedy shall not be deemed exclusive of any other, and all rights and remedies of Seller shall be cumulative.
25. Limitation Period
Any claim or action arising out of or relating to the sale or use of the Products direct from Seller’s facility must be commenced within 30 days from the date of sale, after which it shall be barred.
26. Setoff
Buyer shall not withhold, offset, or deduct any amounts owed to Seller without Seller’s prior written consent.
27. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflict of laws principles.
28. Miscellaneous
If any provision of these Terms is determined to be invalid or unenforceable, such provision shall be modified to the extent necessary to comply with applicable law, and the remaining provisions shall remain in full force and effect. Seller’s failure to enforce any provision shall not constitute a waiver of its rights. These Terms constitute the entire agreement between the parties with respect to the subject matter herein unless modified in writing.