TERMS AND CONDITIONS OF SALE

1. Seller warrants (i) that the products supplied hereunder will conform to the promises and affirmations of fact made in Seller’s current technical literature, (ii) that it will convey good title to the products supplied hereunder free of all liens, (iii) that the products supplied hereunder are suitable for the animal feed use indicated on the product, and (iv) that the products supplied hereunder shall be of merchantable quality. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED.
2. Any claim for defect or variance in quality or shortage of quantity shall be made, and Seller shall be notified and given an opportunity to inspect, within five days after product(s) reach their destination, or discovery of such defect or variance, whichever occurs later. Failure of Buyer to observe this provision or any action by Buyer which impedes identification of an alleged defect shall operate as a waiver of Buyer’s rights to make any such claim. SELLER SHALL NOT BE LIABLE, WHETHER AS TO GOODS DELIVERED OR FOR NON-DELIVERY OF GOODS, FOR ANY EXEMPLARY OR SPECIAL DAMAGES, OR FOR CONSEQUENTIAL DAMAGES, EXCEPT FOR DAMAGES TO BUYER’S PROPERTY PROXIMATELY RESULTING FROM BREACH OF THE WARRANTIES CONTAINED HEREIN.
3. The Seller shall not be liable for non-performance or delay in performance due in whole or in part to any cause which is not exclusively in its control or which it could not by reasonable diligence have avoided. Upon the occurrence of any such contingency, the Seller shall have the right to suspend or reduce deliveries during and adjustment thereof, shall not be considered wholly or exclusively within Seller’s control.
4. Notwithstanding any terms of sale stated on the face hereof, the Seller reserves the right to require payment in cash before shipment of any of the goods. Sale of the goods covered by this invoice is subject to the laws of the State of Illinois, U.S.A. Title to the goods will not pass to the Customer until full payment therefore is made to the Seller.
5. Unless indicated to the contrary on the face hereof, all shipments are made F.O.B. shipping point, and any price which includes freight is quoted solely for the Buyer’s convenience and is subject to adjustment to the extent of any increase or decrease in transportation charges.
6. If this transportation is governed by the Federal Food, Drug and Cosmetic Act, the Seller guarantees that no product sold hereunder will, as of the date of shipment and in the form shipped, be adulterated or misbranded within the meaning of said Act, or an article which may not, under the provisions of Section 404, 505 or 512 of said Act, be introduced into interstate commerce.
7. The Seller certifies that the goods described on the face hereof were produced in compliance with all applicable requirements of Sections 6, 7, and 12 of the Fair Labor Standards Act of 1938 as amended, and of regulations and orders of the Administrator of the Wage and Hour Division issued under Section 14 thereof.
8. Acceptance of the Buyer’s order by the Seller is expressly made conditional upon the Buyer’s acceptance of the conditions of sale as set forth herein, and the provisions contained herein are the exclusive terms and conditions of sale, notwithstanding receipt or acknowledgement of the Buyer’s purchase order containing additional or different terms, or conflicting oral representations by any agent of the Seller. No modification, waiver, or discharge hereof shall bind the Seller unless contained in a writing signed by an authorized representative of the Seller.
   

MSC026 0507