Trade terms shall be interpreted in accordance with “Incoterms 2000” (International rules for the interpretation of trade terms of the International Chamber of Commerce).

Seller warrants that products (“Products”) furnished hereunder conform to their chemical description and are reasonably fit for the purposes stated on the Product label when used in accordance with directions under normal conditions for use. No warranty of merchantability or fitness for a particular purpose, express or implied, extends to the use of the Products contrary to label instructions, or under abnormal conditions. No other warranty is given or is to be implied except as is required by law.

In no event shall Seller be liable for any incidental or consequential damages, whether or not arising out of negligence. Seller’s liability and Buyer’s exclusive remedy for any cause of action arising out of this contract, including negligence, is expressly limited at Buyer’s option to replacement of, or repayment of the purchase price for, the Products with respect to which damages are claimed. All claims of whatsoever nature shall be deemed waived unless made in writing within thirty (30) days of Buyer’s receipt of the Products.

Seller warrants that the manufacture of the Products covered herein did not infringe any Letters Patent of the country of manufacture. Seller does not warrant that the importation of such Products in any other country is free of infringement of any patents of the importing country, nor that use of such Products in any country is free from infringement.

Any modification hereof, or any different or additional terms that may be embodied in Buyer’s purchase order, acceptance, or any other document form Buyer are hereby rejected. The only terms, conditions or warranties applicable to this contract shall be those set out herein or agreed to by Seller’s authorized employee or officer in writing. BY REQUESTING SHIPMENT OF THE ABOVE PRODUCTS OR BY ORDERING SAID PRODUCTS, BUYER AGREES TO THE TERMS AND CONDITIONS OF SALE SET FORTH ON THE FACE HEREOF AS WELL AS THESE GENERAL TERMS AND CONDITIONS.

Where the price specified herein provides for absorption by Seller of any portion of the freight charges, Seller shall have the right to select the means of transportation.

Buyer will use all reasonable effort to unload and return Seller’s delivery equipment to carrier within the tariff or contracted period free of demurrage and/or detention charges. Demurrage and/or detention charges on such equipment are to be paid by Buyer.

(i) Notwithstanding delivery and the passing of risk in the Products, Seller shall retain ownership of all Products supplied until payment has been made in full in cash or cleared funds.

(ii) Until such payment has been made:

(a) legal title and ownership will not change and Buyer shall hold the Products as Seller’s fiduciary agent and bailee and shall keep the Products separate from those of Buyer and third parties and properly stored, protected and insured and identified as Seller’s property; and

(b) Buyer shall be entitled to resell or use the Product in the ordinary course of its business, but shall account to Seller for the proceeds of sale or otherwise of the Products, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.

(iii) Until such time as the property in the Products passes to Buyer (and provided the Products are still in existence and have not been sold), Seller shall be entitled at any time to require Buyer to deliver the Products to Seller and, if Buyer fails to do so forthwith, to enter upon any premises of Buyer or any third party where the Product are stored and repossess the Products.

Buyer shall indemnify Seller against all claims, loss, liability and expense on account of any injury or death of persons (including Buyer’s employees) or damage to property arising out of Buyer’s unloading, storage, handling, or use of the Products except for the portion of damages attributable to Seller’s negligence.

If Buyer fails to fulfil its obligations or becomes insolvent or ceases to function as a going concern or substantially ceases to conduct its operations in the normal course of business or any petition, proceeding or action under any bankruptcy or winding up proceedings shall be filed or instituted by Buyer or against Buyer, Seller may at its option decline to make further deliveries except for cash or satisfactory security, recall, defer or cancel shipments until such default is made good, alter payment terms or terminate this contract. Buyer shall pay all costs and expenses incurred by Seller in the exercise of any remedy. By exercising its rights under this clause, Seller does not waive any rights to pursue any other remedy under this contract or at law.

Upon seven (7) days’ prior written notice to Buyer, Seller shall have the right to terminate its obligation to provide any of the Products in the event that Seller decides to discontinue selling such Products. In the event of such termination, Seller will have the right to allocate any remaining inventory of Products in its sole discretion.

In the event of accident, mechanical breakdown of facilities, fire, flood, strike, labour trouble, riot, revolt, war, acts of governmental authority, acts of God, or contingencies beyond the reasonable control of the party affected interfering with the production, supply, transportation, or consumption of the Products covered by this contract or in the event of inability to obtain on terms deemed by Seller to be practicable any raw material used in connection  therewith, the quantity of Products provided for in this contract shall be reduced by the amount so effected without liability but this contract shall otherwise remain unchanged. The decision of the party affected as to the quantities of product affected shall be final and binding. Notwithstanding the foregoing, in the event of inability for any reason to supply the total demand for Products, Seller may allocate its supply of such Products in a manner which, in the opinion of Seller, is fair and reasonable, without liability for failure of performance.

In case any provision hereof should be held invalid or unenforceable, the validity and enforceability of the remaining provisions shall, subject to prevailing laws, not be affected. Any invalid or unenforceable provision shall be replaced with such new provision which will allow the parties hereto to achieve the intended economic result in a legally valid and effective manner.

At Seller’s option, deliveries may be made by any related company of Corteva Agriscience. Any deliveries made under this condition shall be invoiced by such company and shall be credited against quantity obligations hereunder.

Buyer will ensure that each Buyer location that stocks, handles, and ships Products shall be properly equipped to do so safely and in compliance with federal, state, and local regulations.

This contract is not transferable or assignable by Buyer.

Failure of Seller to exercise any of Seller’s rights under this contract upon one occasion shall not waive Seller’s right to exercise the same on another occasion.

This contract is governed by the law of the State of Seller’s domicile.