Free Agriculture Trade Credit Agreement

This Agriculture Trade Credit Agreement ("Agreement") is made and entered into as of [Date] ("Effective Date") by and between [Your Company Name], a [state/country] corporation with its principal office located at [Your Company Address] ("Supplier"), and [Customer's Name], a [state/country] corporation with its principal office located at [Customer's Address] ("Customer").

Recitals

WHEREAS, Supplier is engaged in the business of producing and supplying high-quality agricultural products.

WHEREAS, Customer is engaged in the business of distributing and retailing agricultural products.

WHEREAS, Customer desires to purchase Products from Supplier on a trade credit basis.

WHEREAS, Supplier is willing to sell Products to Customer on a trade credit basis under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows:

1. Definitions

1.1 Products

The term "Products" shall refer to the agricultural products produced by Supplier and listed in Exhibit A attached hereto and incorporated herein by reference.

1.2 Trade Credit Limit

The term "Trade Credit Limit" shall refer to the maximum amount of credit that Supplier agrees to extend to Customer, as specified in Exhibit B attached hereto and incorporated herein by reference.

1.3 Payment Terms

The term "Payment Terms" shall refer to the payment schedule and conditions under which Customer agrees to pay for the Products purchased on credit, as specified in Exhibit C attached hereto and incorporated herein by reference.

1.4 Default

The term "Default" shall refer to any failure by Customer to make payments when due or any other breach of this Agreement.

2. Sale and Purchase of Products

2.1 Agreement to Sell and Purchase

Supplier agrees to sell, and Customer agrees to purchase, the Products on a trade credit basis, subject to the terms and conditions of this Agreement.

2.2 Orders

Customer shall place orders for Products by submitting purchase orders to Supplier. Each purchase order shall specify the quantity of Products ordered and the delivery schedule. All purchase orders are subject to acceptance by Supplier.

2.3 Delivery

Supplier shall deliver the Products to Customer at the delivery address specified in each purchase order. Title and risk of loss to the Products shall pass to Customer upon delivery.

3. Trade Credit

3.1 Credit Limit

Supplier agrees to extend trade credit to Customer up to the Trade Credit Limit specified in Exhibit B. Supplier reserves the right to review and adjust the Trade Credit Limit at its sole discretion.

3.2 Payment Terms

Customer agrees to pay for the Products in accordance with the Payment Terms specified in Exhibit C. Payments shall be made in the form of [payment method] and shall be due [number] days from the date of the invoice.

3.3 Late Payments

Any payment not received by the due date shall accrue interest at a rate of [interest rate]% per month until paid in full. Customer shall also be responsible for any costs incurred by Supplier in collecting overdue payments, including reasonable attorney's fees.

3.4 Credit Review

Supplier reserves the right to conduct periodic reviews of Customer's creditworthiness. Customer agrees to provide financial statements and other relevant information as requested by Supplier for the purpose of credit review.

4. Security Interest

4.1 Grant of Security Interest

To secure the payment and performance of all obligations under this Agreement, Customer hereby grants Supplier a continuing security interest in all Products purchased on credit, as well as all proceeds and products thereof.

4.2 Perfection of Security Interest

Customer agrees to execute and deliver any documents and take any actions necessary to perfect and maintain the security interest granted herein.

5. Warranties and Representations

5.1 Supplier's Warranties

Supplier warrants that the Products shall be free from defects in material and workmanship and shall conform to the specifications set forth in Exhibit A. Supplier shall, at its option, repair or replace any defective Products.

5.2 Customer's Warranties

Customer warrants that it shall purchase and pay for the Products in accordance with the terms of this Agreement and that it has the authority to enter into this Agreement.

5.3 Disclaimer

Except as expressly set forth in this Agreement, neither party makes any other warranties, express or implied, including, without limitation, any warranties of merchantability or fitness for a particular purpose.

6. Indemnification

6.1 Indemnification by Supplier

Supplier agrees to indemnify, defend, and hold harmless Customer from any and all claims, liabilities, damages, and expenses (including reasonable attorney's fees) arising from any breach of Supplier’s warranties or representations or any negligent or wrongful act or omission by Supplier.

6.2 Indemnification by Customer

Customer agrees to indemnify, defend, and hold harmless Supplier from any and all claims, liabilities, damages, and expenses (including reasonable attorney's fees) arising from any breach of Customer’s warranties or representations or any negligent or wrongful act or omission by Customer.

7. Default and Remedies

7.1 Events of Default

The following events shall constitute an event of Default under this Agreement:

• Failure by Customer to make any payment when due.

• Breach by Customer of any other material term or condition of this Agreement.

• Insolvency or bankruptcy of Customer.

7.2 Remedies

Upon the occurrence of an event of Default, Supplier shall have the right to:

• Declare all amounts owed by Customer immediately due and payable.

• Cease further deliveries of Products to Customer.

• Exercise any and all rights and remedies available under applicable law, including foreclosure on the security interest granted herein.

8. Confidentiality

8.1 Confidentiality Obligations

Both parties agree to maintain the confidentiality of all Confidential Information disclosed during the term of this Agreement and for a period of five (5) years thereafter. Neither party shall disclose any Confidential Information to any third party without the prior written consent of the other party.

8.2 Exceptions

The confidentiality obligations shall not apply to information that is (a) already known to the receiving party without an obligation of confidentiality, (b) becomes publicly known through no wrongful act of the receiving party, (c) independently developed by the receiving party without the use of Confidential Information, or (d) required to be disclosed by law or court order.

9. Term and Termination

9.1 Term

This Agreement shall commence on the Effective Date and continue for a period of [number] years, unless terminated earlier in accordance with the provisions of this Agreement.

9.2 Termination for Cause

Either party may terminate this Agreement upon thirty (30) days written notice if the other party breaches any material term or condition of this Agreement and fails to cure such breach within the notice period.

9.3 Termination for Convenience

Either party may terminate this Agreement for convenience upon ninety (90) days written notice to the other party.

9.4 Effects of Termination

Upon termination of this Agreement, Customer shall immediately pay all outstanding amounts owed to Supplier. Supplier shall cease all deliveries of Products to Customer, and any remaining inventory of Products shall be returned to Supplier.

10. Governing Law and Dispute Resolution

10.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of [state], without regard to its conflict of law principles.

10.2 Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through good faith negotiations between the parties. If the dispute cannot be resolved through negotiations, it shall be submitted to mediation. If mediation fails, the dispute shall be resolved by binding arbitration conducted by the American Arbitration Association (AAA) in accordance with its rules.

11. Miscellaneous

11.1 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified or registered mail, return receipt requested, or by email (with confirmation of receipt) to the addresses set forth below:

• To Supplier:
  [Your Company Name]
  [Your Company Address]
  [City, State, Zip Code]
  [Your Company Email]
  

• To Customer:
  [Customer's Name]
  [Customer's Address]
  [City, State, Zip Code]
  [Customer's Email]

11.2 Assignment

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party.

11.3 Amendments

Any amendments or modifications to this Agreement must be in writing and signed by both parties.

11.4 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, representations, and understandings, whether written or oral.

11.5 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11.6 Waiver

No waiver of any term or condition of this Agreement shall be deemed a waiver of any other term or condition, nor shall any waiver be deemed a continuing waiver unless expressly stated in writing.

IN WITNESS WHEREOF, the parties have executed this Agriculture Trade Credit Agreement as of the Effective Date.

[Your Company Name]

By:

[Your Name]
[Your Title]

[Customer's Name]

By:

[Customer's Name]
[Customer's Title]

Exhibit A - List of Products

[List of Products]

Exhibit B - Trade Credit Limit

[Trade Credit Limit]

Exhibit C - Payment Terms

[Payment Terms]

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