1. The purchase price for the Commodity (i.e. Product) is due and payable in accordance with the terms on the face of this Contract.
2. This contract is made subject to the trade rules of the National Grain and Feed Association, and arbitration according to such rules as sole remedy, unless otherwise agreed to in writing by both parties.
3. In cases of deficiency claims regarding the specifications of the Product, the parties shall forward a suitable representative sample of the Commodity for analysis to the Chief Grain Inspector, Canadian Grain Commission, whose decision shall be final, conclusive and binding upon the parties. If the Commodity is not one which the Chief Grain Inspector deals with, a third party, appointed by the Seller, shall settle the dispute upon receipt of a representative sample.
4. Notwithstanding the exceptions detailed below, in the event that delivery of the kind and grade of grain indicated in the contract is not accepted by the Buyer during the delivery period, a penalty (of a mutually agreed-upon amount and nature) is to be paid by the Buyer to the Seller.
5. Declaration made pursuant to the Canada Grain Act (Applicable to all grain kinds that require a declaration purchased in Canada)
   The Declaration made in section 5 is made pursuant to the Canada Grain Act sections 83.1, 83.2 and 83.3 and further specified in the Canada Grain Regulations section 65: I AM THE UNDERSIGNED PRODUCER AND/OR SELLER, AND DO SOLEMNLY DECLARE THAT, unless otherwise specified by me, the grain to be delivered, or sold by me, or on my behalf is of a variety eligible for the kind of grain and class (if applicable) declared by me in my dealings with the recipient of this Declaration. This Declaration is made and intended to apply to all deliveries of grain kinds listed in the document, Kinds of Grain that Require a Declaration of Eligibility for Delivery of Grain, made by me or on my behalf from and including the date indicated below until the end of the current crop year. NOTES:
   1. The following seeds designated as grain for the purposes of the Canada Grain Act require a declaration:
      barley, beans, buckwheat, canola, faba beans, flaxseed, lentils, mustard seed, oats, peas, rapeseed, rye, triticale, and wheat (Kinds of Grain that Require a Declaration of Eligibility for Delivery of Grain).
   2. Varieties of grain not designated to a class, where applicable, under the Canada Grain Act are only eligible for the lowest grade in any class (https://www.grainscanada.gc.ca/en/grain-quality/variety-lists/), unless exempted by Commission Order (https://grainscanada.gc.ca/en/industry/orders/index.html).
6. All grain purchased in the United Sates, except dry edible beans, must be in accordance with the official grades established from time to time by the secretary of agriculture of the United States, unless otherwise specified in this contract. (https://www.ams.usda.gov/grades-standards/grain-standards).
7. The Buyer shall not be liable for any prevention of or delay in performance on its part caused by Acts of God, weather conditions, strike, lockout, labor dispute, riot or civil commotion, terrorism, war, embargo by any carrier or grain handling agency, breakdown of equipment or machinery, free, or caused by circumstances of any nature whatsoever beyond the Buyer’s reasonable control affecting the Buyer’s ability to meet any of its obligations under this Contract. Further, should the Buyer be unable to take delivery all of the commodity as and when required herein because of the occurrence of a circumstance contemplated in this paragraph, the Buyer shall have the option to either: extend the Shipment Period (i.e. Contract End Date); or cancel any or all shipments, such options to be exercised by the Buyer informing the Seller in writing. Where in the circumstances provided for in this paragraph the Buyer opts to cancel the taking of delivery from the Seller of all or a portion of the commodity to be delivered, the Seller shall not be entitled to any damages, losses or compensation from, or other recourse against the Buyer as such circumstances will be deemed to constitute an event of force majeure that relieves the Buyer of any and all liability associated therewith.
8. In the event of the announcement, coming into force, or modification of any customs duties, any taxes, or any government regulation affecting the cost or delivery of the goods, the Buyer may terminate this Agreement by providing the Seller with written notice to that effect. Such termination shall be effective immediately upon receipt of such notice by the Seller, at no cost or penalty to the Buyer.
9. If the Seller becomes bankrupt or insolvent or in default to the Buyer under this or any other contract, the Buyer may, at its option, defer the taking of delivery or cancel this Contract. In such cases, the Seller shall be liable to the Buyer for any loss or damage suffered as a result of such default or cancellation.
10. The Buyer may set-of and deduct any amount owing by the Seller to the Buyer under this Contract or otherwise from any monies owing by the Buyer to the Seller under any other agreement.
11. The Seller warrants and represents that the Commodity shall in all respects meet or exceed all specifications on the face of this Contract and shall be delivered in compliance with all federal, provincial and local laws, regulations and ordinances. Seller further represents and warrants the Commodity is of good and merchantable quality, free from all liens and encumbrances and has not been contaminated or commingled with any other seed or crop.
12. For purchases contracted as “subject to sample approval”, Buyer has the right to reject Product if reception analysis indicates initial approved sample is not representative of received Product.
13. Seller certifies that all product sold as Organic is 100% Organic.
14. Following a verbal or written confirmation of purchase, if no objections are made regarding the contract within five (5) days its reception by the Seller, this contract is considered final and will signify Seller’s acceptance and consent to the terms of the contract.
15. Failure to sign and send the duplicate signed contract within five (5) days following the date the contract entitles the Buyer to cancel the agreement at its discretion, at any time prior to the reception of the signed contract.
16. The Partes hereto acknowledge that they have requested and are satisfied that this Contract and all related documents be drawn up in the English language. Les partes aux présentes reconnaissent avoir requis que la présente entente et les documents qui y sont relatifs soient rédigés en anglais.
17. This Contract is not transferable or assignable by either party without the written consent of the other party.
18. This Contract shall be governed by the laws of the Province of the Buyer shown on the first page of this Contract and the partes attorn to the jurisdiction of the courts of that Province in connection with any action or other proceeding relating to this Contract.
19. This Contract supersedes and takes the place of all prior agreements entered into by the partes and may only be amended by written instrument signed by both partes.
20. If any provision of this Contract is held to be illegal, invalid or unenforceable by a court of competent jurisdiction, that provision will be severed from this Contract and the remainder of the Contract will remain in full force.
21. This Contract may be executed in counterparts, and by facsimile or electronic transmission, each of which will be deemed to be an original and all of which taken together will constitute the same document.
22. If the Seller fails to uphold any of the above clauses, the Seller will be in breach of this Contract and the Seller shall indemnify the Buyer from all costs, damages and liabilities however they may arise, and Buyer will be free to cancel this Contract and seek all remedies available to Buyer for such costs, damages, liabilities and cancellation.

WISCONSIN

Grain St-Laurent Inc. participates in Wisconsin’s Agricultural Producer Security program. If we fail to pay you for grain when payment is due, you may file a claim under this program. The program may reimburse up to 80% of the first $60,000 of your allowed claim, and up to 75% of any additional amount. For more information, you may contact the Wisconsin Department of Agriculture, Trade and Consumer Protection, 2811 Agriculture Drive, P. O. Box 8911, Madison, WI, 53708-8911, (phone : 608- 224-4998).

NEBRASKA

WARNING TO SELLER: You will have no recourse to the grain dealer’s grain security posted with the Nebraska Public Service Commission (NPSC) unless you are a Nebraska producer and you : (1) demand payment from the grain dealer within fifteen (15) days after the date of the last shipment of any contract; and, (2) negotiate any negotiable instrument issued as payment for your grain by the grain dealer within fifteen (15) days after its issuance; and (3) notify the Nebraska Public Service Commission NPSC, PO Box 94927, Lincoln, NE 68509-4927, within fifteen (15) days after an apparent loss. The grain dealer’s security shall provide security for direct delivery grain until a post-direct delivery storage position is created for a period not to exceed fifteen (15) days after date of the last shipment of grain. Direct delivery of grain may affect the eligibility of the grain for participation in federal price support  programs. Nebraska Law defines a producer as the owner, tenant, or operator of land in this state who has interest in and receives all or part of the proceeds from the sale of grain produced on that land