Master Grain Purchase Contract Terms
Inc., a company governed by the laws of Delaware, (GROWMARK) and AGRIS Co-operative Ltd., a corporation governed by the laws of
Ontario, (AGRIS) have agreed to operate the grain businesses in Ontario
through an Ontario general partnership called Great Lakes Grain.
All Grain originating from customers of
GROWMARK (through its division, FS PARTNERS) will be purchased by GROWMARK
under the Master Grain Purchase Contract Terms described herein and such other terms as may be agreed to by the customer and
GROWMARK, and then re-sold by GROWMARK to Great Lakes Grain.
All Grain originating from customers of
AGRIS will be purchased by AGRIS under the Master Grain Purchase Contract Terms
described herein and such other terms as may be agreed to by the customer and
AGRIS, and then re-sold by AGRIS to Great Lakes Grain.
All Grain originating from customers of
Great Lakes Grain will be purchased directly by Great Lakes Grain under the Master
Grain Purchase Contract Terms described herein and such other terms as may be
agreed to by the customer and Great Lakes Grain.
Each SELLER is hereby notified that all
rights and obligations of GROWMARK or AGRIS as BUYER in respect of the
storage and drying services (including the right to receive payment for such
services) agreed to be provided under the applicable Contract will be assigned
to Great Lakes Grain immediately following the entering into by such BUYER and
SELLER of the Contract.
In respect of any Grain purchased from
a SELLER by GROWMARK or AGRIS as BUYER, such SELLER is hereby notified that
Great Lakes Grain shall, as agent for and on behalf of
AGRIS or GROWMARK (as the case may be), pay the amount owing to the SELLER in
respect of such Grain; provided, however, that each of GROWMARK and AGRIS acknowledges and
agrees that it shall be fully responsible for all payment obligations owed to
such SELLER in the event Great Lakes Grain fails to make such payment on behalf of AGRIS or GROWMARK (as the case may
AGRIS has the meaning given in
GROWMARK has the meaning given in
BUYER means, as the case may be, (i) FS PARTNERS, a division of GROWMARK, (ii) AGRIS, or
(iii) Great Lakes Grain (when purchasing direct from the SELLER).
Contract means a contract entered
into, on the one hand, by FS PARTNERS (a division of GROWMARK), AGRIS or Great
Lakes Grain (as the case may be) as BUYER, and, on the other hand, a customer
of FS PARTNERS (a division of GROWMARK), AGRIS or Great Lakes Grain (as the
case may be) as SELLER, containing the terms described in Section 1 hereof, as
(a) supplemented by the other terms and conditions hereof, and (b) confirmed
and/or amended in accordance with Section 2 hereof.
Grain means corn, wheat, rye,
oats, barley, flaxseed, soybeans, mixed grain and any other food grains, feed
grains and oilseeds.
SELLER means the person or entity named on
the face of a purchase contract as the SELLER
Master Grain Purchase Contract Terms:
A contract is an
agreement between two or more persons that something shall be done. Contracts are used extensively in the buying,
selling, storing, conditioning and movement of agricultural commodities.
Contracts made whether
in the form of a signed document, verbally in person or by phone, or on a
handshake, are legally binding and are required to be carried out until
completion. Once a contract is made,
both BUYER and SELLER are obligated and committed to fulfill their respective
When entering into a
contract verbally in person or by phone, it is important to repeat the
important components of the commitment including type of commodity, grade,
delivery point, timing of delivery and price or termination of any storage
In consideration for
BUYERs agreement to continue to enter into Grain Purchase Contracts of any
type with SELLER, SELLER hereby agrees that the terms and conditions of this
Master Grain Purchase Contract shall be incorporated into and shall govern each
and every Grain Purchase Contract occurring hereafter, unless modified in a
writing signed by all parties hereto.
SELLER authorizes BUYER to enter into Grain Purchase Contracts with
SELLER pursuant to SELLERs written or oral instructions. SELLER acknowledges that BUYER has the right,
but not the responsibility or obligation, to limit the size and nature of Grain
Purchase Contracts which SELLER may enter into at any time for any reason. SELLERs allowance of any Grain Purchase
Contracts at any time does not constitute express or implied approval for any
future Grain Purchase Contracts.
1. Written Contract Confirmations
a) In respect of each Grain Purchase Contract entered into by the
SELLER and the BUYER, the BUYER shall issue a written contract evidencing the
following, as applicable:
location at which the contract
type of contract
date of contract
reference number (if provided)
SELLERs contract reference (if
commodity and grade
pricing or pricing method
weights to govern
grades to govern
delivery or basis FOB point
discount schedule notes
any storage or other drying
services to be provided to SELLER, along with price or pricing of such services
trade rules and general
other applicable terms,
2. Confirmation of Contracts, Pricing and / or Amendments
a) The BUYER shall send to the SELLER a copy of each Grain Purchase
Contract (which shall include the applicable terms described in Section 1), or
any amendment made thereto, in each case signed by the BUYER, no later than the
close of the business day following the date the BUYER and SELLER agreed on
such applicable terms or amendment.
b) SELLER shall have the obligation to notify BUYER as soon as possible,
but no later than 24 hours of receipt, by telephone and to then confirm in
writing to BUYER, of any material differences that SELLER may have with any
specification or terms set forth in a Grain Purchase Contract confirmation or
notice sent by BUYER. In the event the
SELLER has no such issues, the SELLER will confirm its agreement by signing a
copy of the Contract or amendment and returning it to the BUYER.
c) SELLER acknowledges that it is bound by any Grain Purchase Contract
confirmations and notices sent by BUYER to SELLER regardless of whether or not SELLER
signs the confirmation or notice.
d) A notice of Grain Purchase Contract amendment sent by BUYER to SELLER
shall be binding upon SELLER regardless of whether SELLER has signed the
original Grain Purchase Contract confirmation or any amendment to the Grain Purchase
Contract, as long as such amendment and original Grain Purchase Contracts
comply with the provisions of this Section.
e) BUYER reserves the right to require signed and written confirmations
f) Any terms and conditions contained in the Grain Purchase Contract
conflicting with the terms and conditions of this Master Grain Purchase
Contract Terms shall be governed by this Master Grain Purchase Contract Terms.
3. Electronic communication
a) SELLER agrees that BUYERs written notices and communications may
include email and facsimile transmissions per National Grain and Feed
Association Trade Rules.
4. Risk Disclosure Credit Assessment
a) No party should enter into these contracts, or undertake the related
Purchase Contracts, unless he, she or it understands the associated risks,
opportunities, elements and reasons, and should seek independent advice if any
of these are not adequately understood.
b) SELLER acknowledges that the relationship between the parties is an
ordinary BUYER-SELLER relationship and that SELLER has made, and will make, its
own independent decisions about whether or not this Master Grain Purchase
Contract or any particular Grain Purchase Contract is in SELLERs best
interests, regardless of any information, discussions or consultation had with
BUYER or any of BUYERs employees. BUYER
expressly disclaims any warranty regarding any information, discussions or
consultation that SELLER may have with BUYER regarding the profitability of any
Grain Purchase Contract hereunder and SELLER specifically acknowledges that
Grain Purchase Contracts involve financial risks which SELLER will
independently evaluate prior to entering into Grain Purchase Contracts.
c) SELLER accepts the financial consequences of Grain Purchase
Contracts. SELLER and BUYER acknowledge
that neither party intends the establishment of a fiduciary relationship
between the parties.
d) BUYER shall have the right to, but is not obligated to, request a
credit application and undertake a credit assessment in respect of the SELLER.
e) BUYER shall have the right, upon the date of a Contract or at any
time until its completion, to demand reasonable assurance of the SELLERs full performance.
As reasonable assurances hereunder, BUYER may
demand any or all of the following:
payment from SELLER up to an
amount equal to the difference between the Grain Purchase Contract price and
the then prevailing market price for the contracted commodity;
execution of such guarantees of
performance as satisfy BUYER, in its sole discretion;
consultation with SELLERs
primary financial institution regarding SELLERs current financial condition;
financial statements, tax
returns or other information
Such other actions or
commitments those, that in the sole discretion of BUYER, are satisfactory.
g) SELLER shall provide such Reasonable Assurances immediately, but no
later than two (2) business days from the receipt of the demand for such
reasonable assurances from the BUYER.
SELLERs failure to provide Reasonable Assurances as demanded by BUYER
shall constitute SELLERs repudiation of the Grain Purchase Contract(s) then
outstanding, at SELLERs election.
h) BUYER will treat any and all information as confidential.
5. NGFA Trade Rules and
The parties agree that all Grain Purchase Contracts, except as otherwise
provided in a specific Grain Purchase Contract, shall be subject to the Trade
Rules of the National Grain and Feed Association (NGFA). The parties agree that the sole remedy for
resolution of any and all disagreements or disputes arising under or related to
this Master Grain Purchase Contract or any Grain Purchase Contract (including,
but not limited to, any statutory or tort claims arising from this Master Grain
Purchase Contract or any Grain Purchase Contract) shall be through arbitration
proceedings before the NGFA pursuant to the NGFA® Arbitration Rules. SELLER consents to enforcement of the
obligation to arbitrate disputes in any state or federal court and expressly
waives the defenses of personal jurisdiction and venue with respect to any such
action. The decision and award
determined through such arbitration shall be final and binding upon the parties. Judgment upon the arbitration award may be
entered and enforced in any court having jurisdiction thereof. (Copies of the
NGFA® Trade Rules and Arbitration Rules are available upon request and also
from the National Grain and Feed Association: Telephone: 202-289-0873; Website:
http://www.ngfa.org). This Master Grain
Purchase Contract and all Grain Purchase Contracts hereunder shall otherwise be
governed by, and construed in accordance with, the laws of the Province of
6. Contract Types: The parties agree that any
references to a futures or options month in a Grain Purchase Contract are for
purposes of any pricing formula using the CME/Chicago Board of Trade (CBOT),
International Commodity Exchange (ICE) or Minneapolis Commodity Exchange (MGEX)
as a benchmark. BUYER reserves the right
to enter into futures or options Purchase Contracts to protect its position,
but SELLER is not and shall not be a party to any futures or options Purchase
Contracts entered into by BUYER. The establishment of the futures reference
price for all contracts must be done by SELLER by notifying BUYER during an
actively trading session of the CBOT.
It is the SELLERs responsibility to monitor Grain Purchase Contracts
and market conditions. Pricing
Method/Terms under any particular Grain Purchase Contract may include, but are
not limited to, the following methods:
Forward Price --The cash price
shown in the Grain Purchase Contract shall represent the final cash price (less
any adjustments for grade or quality specifications should BUYER accept
commodities not meeting Grain Purchase Contract specifications).
Basis Pricing --The Grain
Purchase Contract shall initially be un-priced, the basis set in the Grain
Purchase Contract shall represent a fixed differential between the cash price
when the Grain Purchase Contract becomes priced by adding the designated futures
value of the option month.
Futures First --The futures value
of the option month has been established in the Grain Purchase Contract. The final cash price must be set before the
beginning of the delivery period shown in the Grain Purchase Contract. The final cash price will be established by
the futures value of the option month plus the posted cash basis for that
delivery period and location. SELLER has the obligation to determine the
delivery point by fixing of the basis value prior to delivery or before the
beginning of the designated option month, whichever occurs first. If the SELLER fails to cause the basis to be
fixed by the Pricing Deadline, then the BUYER has the right to, but is not
obligated to, establish the basis on the next business day following the
pricing deadline. Any basis established
by the BUYER shall then be used to determine the final cash price due the
7. Pricing Tools:
a) From time to time, BUYER and SELLER may enter into other Pricing
Tools to form the basis of the Grain Purchase Contract between them. The terms and conditions of any such other
Pricing Tool Grain Purchase Contracts shall be governed by this Master Grain
Purchase Contract, unless the parties should agree in writing, signed by both,
that other terms and conditions shall apply.
8. Target Price Offers:
a) BUYER may, but is not required to, permit SELLER to make firm
target price offers to enter into cash grain contracts with BUYER. SELLER acknowledges that any particular
target price offer will not be accepted by BUYER unless market conditions
meet the target price offer made by SELLER.
BUYER will send confirmation to SELLER indicating acceptance of any
particular target price offer when and if market conditions are met.
9. Other Contract Types:
a) The parties agree that the terms of this Master Grain Purchase
Contract (including the arbitration provisions) shall also apply to any delayed
price agreement, deferred payment, price later, credit
sale or other similar Grain Purchase Contract.
10. Passing of Title,
a) Risk of Loss and/or Damage to Grain
purchased by the BUYER from SELLER passes from SELLER to the BUYER:
In the case of Grain picked up by
the BUYER or a carrier engaged by the BUYER at, and transported from, the farm
or other location of the SELLER, at the time such Grain is loaded onto a truck
or other transportation vehicle for delivery to a receiving point of the BUYER
and the carrier accepts the required shipping documents; such shipping documents will include:
1. date of the shipment
2. time loaded
3. name of the SELLER
4. name of the BUYER
5. type of Grain & grade
6. estimate of total load weight
7. name of the carrier
8. name of the driver
9. driver signature
10. vehicle information
11. truck number or other identification
12. trailer(s) number(s) or other identification
13. drivers signature
in the case of Grain delivered
by the SELLER, or a carrier engaged by the SELLER, to a receiving point of the BUYER
in respect of forward delivery, basis or other sale contract, at the time of
delivery and acceptance at such receiving point; and
in the case of Grain delivered
by the SELLER to a receiving point of the BUYER in respect of which a storage
receipt is issued to the SELLER, at the time the SELLER communicates to the BUYER
the SELLERs agreement to sell the Grain to the BUYER on terms agreed to by the
parties and payment for sale has been made.
a) All payments made by, or owed to, BUYER shall be based on Canadian
b) Payments due SELLER under this Master Grain Purchase Contract or
under any Grain Purchase Contract will be paid after delivery and acceptance of
the purchased commodity upon the terms and conditions set forth herein or in a
specific Grain Purchase Contract, except if the Parties have agreed to other
alternate payment arrangements.
c) Payment may be by cheque or by electronic funds transfer to SELLERs
12. Delayed Price and Basis Contracts
a) Basis contracts not priced or previously rolled forward will be
rolled to the next futures month on the close of the last trading day prior to
the first notice day of the designated month.
The next futures month will be the designated month for the basis
contract. A switching fee will be
deducted from the basis at the time of switching.
b) The SELLER may at any time before first notice or at the inception
of the contract choose or request to roll the basis to a futures month other
than the next futures month. The BUYER
reserves the right to limit the choice of futures months available. An additional switching fee will be charged
for each futures month passed.
c) Where the contract is a basis or delayed pricing contract payment is
60% of the contract value on the date of settlement; provided, however that:
Upon delivery of grain against
a delayed price or basis contract, the SELLER is entitled to an advance of
funds equal to 60% of the cash value of the grain using current value of the
designated futures month. Any charges
for storage, drying or other owing will be deducted from the advance in full.
if the final price has not been
set and the value of the contract has increased causing the advance previously
issued to represent 45% or lower of the current value, then the SELLER may
request the advance be recalculated to
If the final price has not been
set and the value of the contract declines resulting in the advance previously
issued to represent to 75%, then the BUYER may request the advance be
recalculated to 60% of the current value;
Where the value has been
recalculated in accordance with sub-paragraphs (ii) or (iii) above, a payment
will be made by the BUYER to the SELLER or the SELLER will make a payment to
the BUYER (as the case may be).
If the SELLER is required to,
but does not, make payment to the BUYER, then the BUYER shall have the right to
(but is not obligated to) set the final price of the contract and request
payment from the SELLER;
If the final price has not been
set and the value of the contract has declined resulting in the advance
previously issued to represent 85%, then
the BUYER shall have the right to (but is not obligated to) set the final price
of the contract and pay the balance to the SELLER or request payment from the SELLER.
Where the SELLER is to make
payment to the BUYER as a result of recalculation or final settlement, payment
shall be made within 24 hours of receiving notice of recalculation or
d) At any time after the last business day of the 12th month
following the delivery period stated in the contract. If the final price has not been set by the SELLER
then the BUYER shall have the right to (but is not obligated to) set the final
price at any time and issue payment to the SELLER or request payment from the SELLER.
13. Settlement - Right of set off
a) In addition to any other allowable deductions, setoffs or offsets
(whether arising from this Master Grain Purchase Contract, a specific Grain Purchase
Contract or from other debts or claims owed to BUYER by SELLER), any payments
to SELLER for commodity delivered under any Grain Purchase Contract or Grain Purchase
Contracts shall be subject to prior deduction for applicable discounts or other
charges owed to BUYER by SELLER on any other Grain Purchase Contract or
14. No Liens
a) SELLER agrees that when delivered hereunder, the Grain will be free
and clear of all liens and encumbrances of every nature. In the event any such lien or encumbrance is
found to exist, SELLER shall immediately take all steps as are necessary to
discharge such lien or encumbrance, and hereby agrees that the BUYER may, and
hereby irrevocably authorizes the BUYER to if BUYER elects, pay any amounts
owing by the BUYER to the SELLER (in respect of the Grain purchased by the BUYER
from the SELLER under a Contract) to such person or persons in whose favour the
lien or encumbrance has attached (which payment shall automatically result in a
reduction of the amount owed by the BUYER to the SELLER in respect of the
applicable Grain purchase).
15. Alternate Delivery Point
a) BUYER shall have the right to designate any reasonable alternative delivery
point of the BUYER if necessary to expedite or facilitate SELLERS performance
of the Contract but shall have no obligation to do so. Increased shipping charges under this
provision shall be for SELLERs account and reductions in shipping charges
shall be for BUYERS account; provided, however, that if the designated
alternative Delivery Point is solely for the BUYERs convenience at the request
of the BUYER, the increased shipping charges shall be for the BUYERs account.
16. Freight Rate
Any increase in applicable
freight rates taking effect before fulfillment of the Contract, and not arising
in the circumstances described in Section 15, shall be for SELLERS account.
quality of agricultural commodities delivered by SELLER shall be determined at
the time and place of delivery, with the weights, grades and other quality
criteria at the destination location to govern.
obligated to deliver the grade and quality described in each Grain Purchase
reserves the right to test the commodities delivered by SELLER for conformity
with the representations and warranties contained in this Master Grain Purchase
Contract or with respect to any Grain Purchase Contract.
testing by BUYER shall constitute a waiver of BUYERs rights or remedies with
respect to this Master Grain Purchase Contract or any Grain Purchase Contract.
reserves the right to reject individual shipments not complying with Grain
Purchase Contract terms.
BUYER elects to accept deliveries not meeting Grain Purchase Contract grade
and/or quality, the BUYERs scale of discounts and premiums at time of delivery
shall apply, unless otherwise specified in writing.
the BUYER to accept delivery of agricultural commodities not meeting Grain
Purchase Contract terms shall not release SELLER from the obligations of that
Grain Purchase Contract.
of any delivery of commodities by BUYER after breach of the terms and
conditions of any Grain Purchase Contract by SELLER shall not waive any rights
or remedies accruing to BUYER as a result of such prior breach.
18. SELLER Warrants
a) SELLER warrants that Grain sold under a Contract shall at the time
of sale be of good, sound, dry and merchantable quality. In addition, SELLER guarantees
that the Grain shall not be commingled with any other seed or crop,
contaminated (including with any substance that constitutes a food safety
hazard), adulterated, misbranded or misrepresented within the meaning of the
Food and Drugs Act (Canada), or in violation of any other provision of said
Act. SELLER further warrants that neither the Grain nor its shipment shall be
in violation of any and all other federal, provincial and local laws,
regulations or ordinances. SELLER shall
indemnify BUYER from all costs damages, and losses, arising out of any breach
of this Section or other term of the Contract, or out of SELLERs negligence or
strict liability, and BUYER may, in addition to such indemnity, take advantage
of any and all remedies given under the terms and conditions of a Contract or
under federal, provincial and local law.
b) SELLER has used or will use only those pesticides that are lawfully
registered under the Pest Control Product Act (Canada), in strict compliance
with the procedures recommended by the manufacturer of the pesticide and
Agriculture and Agri-Food Canada. In the event of
such non-compliance by SELLER, BUYER may refuse to accept delivery of the Grain.
BUYER will give the SELLER prompt notification of refusal and SELLER hereby
agrees that BUYER shall have the right to report non-compliance and rejection
to any third party. All Contracts shall be subject to the terms of the Seed Act
(Canada) and all regulations there under.
c) The SELLER understands and has taken steps to ensure that no
conveyor, including but not limited to trucks, trailers, railcars or other
conveyances, (collectively, conveyances) has been contaminated by any
prohibited material as defined by the Health
of Animals Regulations (Canada), including anything that is, or that
contains any, protein that originated from a mammal, other than (i) a porcine or equine; (ii) milk or products of milk;
(iii) gelatine derived exclusively from hides or skins or products of gelatine
derived exclusively from hides or skins; (iv) blood or products of blood; or
(v) rendered fats, derived from ruminants, in each case that contain no more
than 0.15% insoluble impurities or their products. Prior to any conveyance using equipment which
has previously contained prohibited material being loaded for delivery, the SELLER
shall ensure the conveying equipment is thoroughly cleaned.
d) SELLER represents and warrants that any agricultural commodity
delivered to BUYER has not been grown from, commingled with or otherwise
exposed to seed (including, without limitation, genetically modified seed)
which has not received full and final approval for importation and use from the
applicable authorities in all domestic and foreign markets utilized by BUYER (including,
without limitation, the United States, Canada, China, Japan, Mexico and the
European Union) with respect to such commodity.
19. Liability of Performance - Failure to Deliver
a) SELLER has an obligation to deliver the agricultural commodity
described in each Grain Purchase Contract during the stated delivery
period. Each Grain Purchase Contract
shall be considered a delivered contract for purposes of the NGFA Trade Rules
and title and risk of loss shall remain in SELLER until physical delivery to BUYERs
designated delivery location and acceptance by BUYER. SELLERs obligation to deliver is absolute
and SELLER warrants that it will deliver the quantity and quality described
regardless of any other similar delivery commitments SELLER has or may have
with BUYER or any other parties.
b) Neither the BUYER nor SELLER shall be liable for any prevention or
delay in performance resulting in whole or in part, directly, or indirectly,
fires, floods, or other acts of
strikes, lockouts, or labour
wars, riots, or embargoes;
actions by foreign, federal,
state, provincial or local governments;
shortages of transportation
equipment, fuel or labour; or
any other circumstance beyond either partys reasonable control.
c) In any such event, BUYER and SELLER shall be relieved from further
performance of the Contract; provided, however, such relief of further
performance shall not apply if the BUYER elects to suspend the Contract for a
period of time equal to the delay, not to exceed a reasonable time.
d) In the event of a delay, BUYER shall accept delivery and make
payment under the Grain Purchase Contract(s) as soon as practicable after the
cause for delay has ceased.
e) BUYER shall have the right to apply deliveries of agricultural
commodities made by SELLER under any Grain Purchase Contract(s) as determined
by BUYER, in its sole discretion.
f) If SELLER fails to perform any of the terms and conditions of any
Grain Purchase Contract with BUYER, then BUYER reserves the right, but not the
obligation, to deem SELLER in default of that particular Grain Purchase
Contract and in default of any other Grain Purchase Contract(s) between BUYER
g) If the SELLER is unable to or does not deliver Grain as required
under a contract, SELLER hereby irrevocably agrees that the BUYER may at its
option take delivery of such Grain on the SELLERs land, in which case the SELLER
hereby irrevocably grants to the BUYER right of access and egress in respect of
such land to the extent necessary for the BUYER to exercise its rights under
this Section. The cost of such delivery shall be based on prevailing commercial
hauling rates and shall be deducted from the proceeds of sale of the Grain.
h) In the event of any default of fulfillment of a
Contract by the SELLER, the BUYER at its absolute discretion shall have the
right, but shall not be obligated to, sell to the SELLER the quantity of grain
required to complete the contract. Any
such sale will be evidenced by a sale Contract (although no written
confirmation would be required from SELLER in order to make such Contract
effective). The sale price may include
but is not limited to the cost of the BUYER to replace the applicable quantity
of Grain and any additional related costs incurred by the BUYER. The SELLER hereby irrevocably agrees that any
costs resulting from the default may be deducted from the proceeds of the sale
or will be paid by SELLER on demand.
Without prejudice to any other
rights available to it, BUYER in its absolute discretion reserves the right to terminate
the Contract in the event of
the insolvency of the SELLER or
a material deterioration in financial condition of the SELLER (as determined by
filing of a voluntary petition in
bankruptcy by the SELLER;
filing of an involuntary
petition in bankruptcy against the SELLER;
appointment of a receiver,
receiver-manager or trustee for the SELLER;
execution of an assignment for the benefit of creditors by a party.
Acceptance of any delivery of
Grain by BUYER after any breach by SELLER of any of the terms and conditions of
a Contract shall not waive any rights or remedies of BUYER arising in
connection with such breach. Nor shall
acceptance of delivery stop any action initiated by the BUYER as a result of
failure to deliver.
In the case of a partys
default of any of its obligations under this Master Grain Purchase Contract or
with respect to any Grain Purchase Contract, the defaulting party shall be
liable to the non-defaulting party for all costs incurred (including attorney
fees) in enforcing this Master Grain Purchase Contract or any Grain Purchase
Contract and/or collecting any damages found owing to the non-defaulting
party. The defaulting party also shall
be liable for the payment of compound interest at the rate of 18% per annum
from the date of default on any damages found owing to the non-defaulting
20. Change to terms; Assignment
a) This Master Grain Purchase Contract may be altered or amended by
BUYER from time to time with reasonable notice of any such changes to the
b) No terms and conditions contained in a Contract may be added to,
modified, superseded, or otherwise altered except with the written consent of
an authorized representative of the BUYER.
c) Each Contract shall enure to the benefit
of and bind the parties, their heirs, executors, administrators, personal
representatives, successors and permitted assigns.
d) SELLER cannot assign this Master Grain Purchase Contract and SELLER
cannot assign any Grain Purchase Contract entered into with BUYER unless
express written consent is first obtained from BUYER.
e) The Contract, and any rights or obligations of the BUYER
arising hereunder, may be assigned by the BUYER without the consent of the SELLER.
AGRIS and GROWMARK as BUYERs hereby
notifies each SELLER that all rights and obligations of GROWMARK or AGRIS as BUYER
in respect of the storage and drying services (including the right to
receive payment for such services) agreed to be provided under the applicable
Contract will be assigned to Great Lakes Grain immediately following the
entering into by such BUYER and SELLER of the Contract. In the event any
such SELLER is required to make a payment for any storage or drying
services, such SELLER will pay the amount to Great Lakes Grain as assignee
of the BUYER.
a) This Master Grain Purchase Contract shall continue in full effect
until terminated by either party with thirty (30) days written notice,
provided, however that it is agreed that the terms of this Master Grain
Purchase Contract remain applicable until all obligations under any Grain
Purchase Contracts between the parties have been completed to the satisfaction
22. Removal of unenforceable clause
If any provision or application
of a Contract is held by any court to be unenforceable, invalid or void, such
provision or application shall be inoperative to the extent necessary to comply
with applicable laws and shall be severed from and not impair the effect of the
remainder of the Contract or any application of the Contract.
a) Any written notices or other documents to be delivered under or in
respect of a Contract shall be delivered, as applicable, to the addresses,
facsimile numbers or email addresses specified therein.
24. Singular and gender
Wherever the singular and
masculine are used throughout a Contract, the same shall be construed as
meaning the plural or the feminine or neuter where the context of the parties
a) The SELLER hereby authorizes the BUYER to provide, on the SELLERs
behalf, information in the nature of trade, including information regarding
sales and payments, to various parties, including but not limited to:
Great Lakes Grain;
any commodity board or
association, including any agent thereof;
any commodity lending
institution, including any agent thereof;
any commercial lender or other business.