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Business Contract with AGRICH, INC.

Agrich Wholesale Services
Agrich ships seeds worldwide.  Agrich ships plants within the USA.  Agrich ships feed within Indiana and Ohio.  Agrich Wholesale accounts are offered to competent businesses in the industry in order to establish a relationship that will benefit all parties.  By establishing good communications channels, doing the preparation work to smooth payments and ordering, and clearly delineating the informational and instructional responsibilities in these transactions, as well as not loading the costs of these and other risks into the price of the product, Agrich can focus on providing the widest variation of products at the lowest possible price.

Open an account
Agrich encourages early ordering due to high demand.  Opening an account takes additional time.  Send printed, filled in and signed contract, along with a check or money order for first order, to:
Agrich, Inc.
985 W. State Rd. 32
Winchester, IN 47394

Agrich, Inc. herein known as: "Agrich" provides wholesale prices and services to Agricultural Businesses.  The prices listed in the Agrich Wholesale Price List and on Agrich web sites and services offered under this contract are offered to businesses.

Business Information herein known as "Business"
Business name:____________________________________________________
Type or Organization: (eg.Proprietorship, Corporation, etc.)______________________________
mail address:_____________________________________________
_________________________________________________________

shipping address:________________________________________
__________________________________________________________

Business telephone:_______________________________    fax:_________________________
email:____________________________________________________
Resale tax#:______________________________________________
Farmer's tax ID:____________________________________________
(All Businesses with an Indiana shipping or mailing address must fill in one of the tax numbers above.)
Type of business (eg. Garden Center, Farmer, etc.):_____________________________________________________
Estimated annual purchases:___________________________________
WebSite URL:__________________________________________________
Tax ID Number:________________________________________________
Date business was formed:______________________           How long at this address:____________________
Trade/Supplier References:
_______________________________     ____________________________________     ________________________________
_______________________________     ____________________________________     ________________________________
_______________________________     ____________________________________     ________________________________
Bank Reference:
Bank name:_______________________________________________
Bank address:_______________________________________
______________________________________________________
______Checking,     _____Savings,     _____Loans,     _____Other_________________;
Bank officer's name:_______________________________               phone:_________________________

Personal Guarantor Information herein known as "Business Owner"
Name of Business Owner(First, Middle, Last)__________________________________________________________________
Business Owner Title (Check One)  __President/Chairperson     __Owner/Proprietor   __Vice President   __Treasurer   __Partner   __Other____________________
Date of Birth  ___/___/___      Social Security Number  _____-_____-_____
Home phone:  (____)_____-_________
Address:________________________________________________________   How long at this address:_________________-
City___________________________________   State_________________   Zip_____________

Agrich Business Account
An account will not be established without Agrich having received both the payment for a first order and this printed and signed contract.  If Agrich receives one of these items without the other, it will be held for up to one year to wait for the rest of the application.  Agrich prefers that this is sent together to ease filing.  If Agrich does not approve an application, payments will be promptly refunded.  Inquiries about the status of a new account application should include the Business name that was on the contract, and the date of the first payment.  Business and Business Owner agree that this account with Agrich will be used primarily for business purposes, and not personal, family, or household purposes.  Agrich may, at any time and without notice, cancel orders and refund the payments, and/or close the account and refund any account balance.  This contract and application is necessary to open a trade account for Agrich to accept checks and payments from Business and for Business to receive wholesale services and prices. 

Order Minimum
The minimum order for plants, plugs, trees and shrubs  is $200.00   Business should order in multiples of minimum quantity listed for each variety (i.e.  if minimum is listed as 100 plants, order in multiples of 100).
The minimum for seed only orders is $100.00. The minimum order for feed is one ton.  For some locations an additional charge may apply for orders of less than three tons.  All prices are subject to change without notice.  The price charged will reflect pricing in effect at the time the order is placed.

Shipping
Agrich will use the best, most efficient method of shipping orders.  Method to be determined solely by Agrich, and may be different from one shipment to the next.  If Business has a preference as to shipping method, Business should advise Agrich at the time of placing the order. Agrich uses various shipping methods for different products and may be able to accommodate these requests, but orders can not be contingent on this method and Agrich does not warrant any particular shipping method.  Backordered items will be shipped as they are ready.  Agrich will not be responsible for damage that may occur during shipping.  If Business receives a package that is noticeably damaged, Business should make a note of it on the carrier's receipt when receiving the package.  If, upon opening the package, there is internal damage, Business should contact Agrich and the shipper immediately.  Business should provide the following information in this email:  (1) Order Number  (2) Carrier's name and bill number  (3) Date and Time shipment was received   (4) Extent of the damage.  Pictures help, but Business should not send these in first email.  Just email that Business has these.  If shipper takes responsibility for costs of shipping damage, Agrich will, at it's sole discretion, either replace the damaged product at the next available ship date, substitute a similar product, or refund Business' payment for damaged product. 

Shipping and Handling Charges
With each order, Business should include a payment in amount sufficient to cover shipping and handling charges which will include outbound freight and packing material costs.  This service costs is established by Agrich for each order and a quote can be obtained by email.  Businesses without sufficient funds on account at Agrich may receive a short shipment when minimums are met, or Agrich may hold the order until additional payments are received to cover these costs.  Overpayment amounts will be indicated on the receipt that comes packed with the shipments, and will be carried on account with Agrich until applied to a new order, or Business requests a refund.  Agrich will refund overpayments within 30 days of Business' refund request or 30 days after final funding of original payment which ever is later.  Shipping and handling charges will vary not only in the distances from Indiana to destination, and weight and size of packaging, but some sensitive plants will require special packing and may need different shipping methods from one shipment to the next because of weather.  If Business is not sure, email for a quote.

Account Balance
If Business sends a payment to apply to a specific order, Agrich may opt to ship items if payment is up to 15% short due to price changes, shipping and handling calculation errors, etc.  Business' accounts will have their positive balances reduced by this amount, or if Business' account balance is insufficient for this, Agrich will send an invoice for this shortage which will be due and payable immediately.  Accounts with negative balances will be charged interest at the rate of 1.75% per month.  Business' with positive account balances that send payments accompanying orders that are at least 15% short, should specify with the order that shortages should be funded by the account balance.  In order to avoid any shipping delays, and especially Businesses placing several orders or with several buyers, may opt to fund their Agrich account at the beginning of a season or before orders are placed.  Agrich will maintain positive balance accounts in order to improve service to Business.  These positive account balances will not bear interest and may be commingled with other funds and may not be maintained in a separate bank account.  Agrich will refund any amounts greater than the funds needed to cover orders in process, up to the total positive account balance within 30 days of Business' refund request or 30 days after final funding of last payment which ever is later.  Business should not keep positive account balances in excess of two year's estimated Agrich purchases. 

Delivery Date
Agrich does not warrant delivery dates.  Payments for agricultural products made to Agrich are taken as a contract to grow, or for booking of product from planned production that is to be shipped at the Earliest Available Ship Date.  Scheduling of  orders to ship later than the earliest available ship date are also estimated dates. Business expressly waives any right to a notice of shipping delays.  All queries regarding shipping schedules should be directed to shipdept@agrich.net and should be understood to be the best estimate and subject to change.

SUBSTITUTIONS
Agrich can often provide very similar varieties or the next size plant without delaying the order or backordering items.  If the next size smaller plant is substituted, the Business' account balance will be adjusted.  Larger sizes will not be charged without Business' prior approval.  Business should specify when ordering to speed orders with substitutions.  In the event of crop failure, product damage, or other supply problem, Agrich may, at it's sole discretion, substitute similar product, hold order until next available ship date, or cancel the order.

Backorder Time Limit
Agrich and Business will not attempt to maintain a transaction in backorder beyond 30 months.  If Business has requested no substitutions on a crop or agricultural product that could not be delivered through the second year's shipping season on that item, Business must confirm and renew the order when still trying to get the same item.  Agrich will otherwise ship a substitution or cancel the order. 

Restrictions and Taxes
Business is responsible for discovering and complying with any government restrictions and assumes all expenses involved.  Business is responsible for any taxes and duties.  Any Business with an Indiana address, or who picks up an order in Indiana, must have an Indiana state sales tax exemption form on file with Agrich.  These exemption forms are available by emailing accounting@agrich.net    Agrich may not ship some products to specific destinations or may change shipping schedules to certain destinations based on experience or knowledge of problems with these.  By shipping to Business' requested destination, Agrich in no way implies any expertise in issues of the destination or areas through which shipment will travel of rules, regulations, laws, inspections, tariffs, theft, etc.  Business assumes all risks of shipping. 

Warranty
All stock is subject to prior sale and crop yield.   There are no returns of seeds or plants.  Vegetable seeds are tested to meet propagation standards. Propagation rates experienced by Business may vary due to Business' specific conditions.  Flower and Herb seeds may have wide variation in propagation rates.  Tree seeds are shipped unstratified.  Hybrid tree seed cannot be expected to come true to name.  All of these seeds are offered to competent plantsmen with no warranty.  All plants are shipped in good condition.  These plants are offered to competent plantsmen with no warranty.  Agrich will not be held liable for crop failure or damages as a result of the use of these products, whether contractual, for negligence or otherwise.   There is no warranty on any of these products, express or implied, including any implied warranty of merchantability or fitness for a particular purpose and all such warranties are specifically herein disclaimed.  Agrich will not be held liable for incidental or consequential damages as a result of the use of these products.  The maximum extent of Agrich's liability is limited to the amount of payments made by the Business for items yet unshipped.  Business agrees that if the product is resold or supplied to a third party, Business assumes any responsibility of needed notification of risks, instructions for use, or training for it's customers, and furthermore if a warranty is expressed or implied, Business takes full responsibility.  Business agrees to indemnify Agrich and it's affiliates, officers, directors, employees, and agents from any losses, liabilities, and damages of any and every kind (including, without limitation, our costs, expenses and reasonable attorney's fees) arising out of any claim or complaint.  The indemnity provided under this warranty section will survive the termination of this Agreement.

Documentation
Agrich shipments will arrive with a Packing List / Receipt which will list each item that is in the shipment  as well as shipping and handling charges and total charges.  If Business requires any further documentation, Business should  request this at the time of placing the order.  Business should be sure that all items that were in the box and attached to outside of the box were found before disposing of any packing material.  

Payments
Agrich may, at it's discretion, hold any shipment until final and non contingent collection of funds of Business' payments.  Agrich may charge a service fee of forty dollars ($40.00) for each check or other payment, by any form, that is tendered by Business, but not funded for any reason.  Agrich may charge interest at a rate of 1.75% per month on the amount of such payments from the tendered date to time of final collection of funds.  Business will be responsible for any costs and to include reasonable attorney's fees incurred by Agrich for collection of such payments, interest, and fees.  Business hereby waives any right to notice of an unfunded payment and accepts this document as notice of fee, interest, and collection costs on any payment that Business tenders to Agrich, but is not funded. 

Term
The original term of this Agreement will commence with Agrich's acceptance hereof (as evidenced by the execution of the Agreement by Agrich), and will continue until either (1)Business gives written notice to Agrich to terminate the agreement effective upon completion of outstanding order and account transactions, (ie. Business has acknowledged receipt of the last shipments on all orders, or Agrich's cancellation of outstanding orders, which can not extend beyond 30 months from the date of Business' notice, and upon account balance reaching zero, which will not extend beyond 30 days from final and non contingent funding of Business' last payment for positive balance accounts or final and non contingent funding of payment made by Business on negative balance accounts); or (2)Agrich terminates the agreement by sending notice in regular mail to last provided Business address, to be effective as of the date such notice is sent.  If within any four consecutive years, Business has made no purchases, this agreement will be terminated without notice from either party. 

Privacy
Agrich will safeguard Business' privacy and not sell or otherwise share any  personally identifying information such as names, addresses or email address.  These will be used only for communications and direct transactions with Business.  If Business wishes to become an Agrich Heirloom and Tree seed dealer,  Business may opt into the Agrich marketing services publications.  Information for these publications will be collected  by separate application and will require a separate service contract and may or may not require payments from Business as will be specified in the contract. The use of the trademarks: Agrich and Agrich.net and any service mark and trade name owned by Agrich is restricted. Use of these names or any copyrighted material from Agrich web sites, comments, service and product descriptions and marketing material must be explicitly approved by Agrich.  Business agrees to remove such material from any public documents immediately upon notification to do so by Agrich.  Agrich and Business both agree to keep all communications secure, and not to publish any letters, emails, special price offers, order forms, etc. not intended by both parties to be published.     Business' obligations and Agrich's rights under this Privacy section survive termination of this Agreement.

Form of Communications
Agrich prefers email communications, however important notices should not be considered received until there is a response to the specific email message.  In the long run, the post is more dependable.  Telephone messages left with the operator, or on voice mail will not be considered a delivered message, but strictly a convenience method of solving email delivery problems.  The time that it may take Agrich to respond to a message may be different seasonally, or from one time to the next.  Messages from Businesses with accounts are given priority by Agrich, so for fastest service, Business should make sure to use the same email address, and postal envelopes have the return address of the Business' account.  Messages that look like they are from another party may be lost with the rest of the spam.  Messages should not have any advertising incorporated to avoid being lost.  Business should not send pictures to Agrich unless Agrich explicitly requests these.  Messages should be in plain text.  Business should not send attachments in the email to Agrich unless requested.  Scripts, graphics, animations, etc. may interfere with the email systems function and should be avoided.  Agrich may not reply from the same email address to which the original message was sent.  Business must set filters to receive Agrich email without separate actions required of Agrich for this purpose.  Business should never send the exact same message more than once, or to more than one Agrich email address.  If Business is unsure whether a particular message has gone through, send the repeated message with a statement that the message is being resent.  Business' name must be in each message sent from Business.  Business will promptly notify Agrich of address changes. 

Protection of Communications Channels
Repeating of the same message, or multiple messages in a very short period of time can cause Agrich to block a sender's communications through that channel.  This may happen without notice to a Business, in which case Business must use the post for subsequent communications with Agrich.  If Business believes that an accident has caused a communications channel block of their messages, Business should send a note in the post to Agrich explaining the problem, and normally the channel can be reopened in a short time.  If Agrich determines that a Business is deliberately misusing these communication channels, Agrich may cancel orders, close Business' account, and may hold Business responsible for full damages.  Business' obligations and Agrich's rights under this Protection of Communications Channels section survive termination of this Agreement.

This agreement overrides any other agreement.
This and future transactions will have additional terms from the order form which will include product descriptions, pricing, shipping preferences, and shipping schedule estimates and other arrangements.  This agreement may also be amended in writing in the future with additional credit terms.  No such terms can contradict this agreement.  This agreement supersedes and overrides any written or oral agreement between Business and Agrich.

Section Headings
The section headings of this Agreement, are for convenience only, and do not define, limit, or describe the scope or intent of this Agreement.

Governing Law
This Agreement will be governed by and construed in accordance with the laws of the State of Indiana without reference to conflict of law provisions.  Any action, proceeding, litigation or mediation relating to, or arising from this Agreement must be brought by Business against Agrich exclusively in Randolph County, Winchester, Indiana.

Severability
Should any provision of this Agreement be determined to be invalid or unenforceable under any law, rule or regulation, such determination will not affect the validity or enforceability of any other provision of this Agreement.

Damages
Agrich may apply any funds held at the time an account is closed to apply toward any damage sustained by Agrich that was caused by Business.  The amount of these funds does not limit other remedies.  Refund of funds made by Agrich to Business does not limit future claims under this contract or it's surviving sections. 

Business Owner's Personal Guaranty
Business Owner authorizes Agrich to obtain a consumer credit report for use in assessing his/her personal credit worthiness in connection with this application by Business, of which Business Owner is an employee, principal, owner, partner, officer or guarantor for an account with Agrich.  Agrich needs such consumer reports because Business Owner may have direct, contingent, present or future liability to Agrich for the Business' obligations in connection with the account.  All applicants agree that as long as the account is open, Agrich may obtain credit reports about the applicants from time to time.  This Personal Guaranty is a guaranty of payment and not a guaranty of collection.  Business Owner agrees that he or she is liable as primary obligor.  Agrich may proceed against one or more Business Owners whether or not Agrich proceeds against Business,  or any other obligors.  Business Owner hereby waives notice of (1) the incurrence by Business of any obligation; (2)acceptance of this Agreement; (3)any renewal, modification, extension or amendment of the Agreement or of any other instrument or document pertaining to all or any part of the obligation; (4) the occurrence of any breach or default under the Agreement; (5) Agrich's transfer or disposition of the obligation, or any part thereof; (6) sale or foreclosure (or posting of advertising for sale or foreclosure) of any collateral for the obligation; (7) protest, proof of nonpayment or default by Business; and (8) any other action at any time taken or omitted by Agrich.  Business Owner hereby waives all presentments; demands for performance or payment; protests; notices of protest, nonperformance, dishonor, default and nonpayment; and all other notices or formalities. 

Authority
This Contract must be signed by a Business Owner with authority to bind the Business to the terms of the contract.  The Business Owner certifies that the execution, delivery and performance of this contract has been authorized by all necessary corporate action by the Business, and will provide evidence of such action upon request.  The Business Owner is individually liable and jointly liable with the Business for all transactions with Agrich.  Notice from Agrich to Business or Business Owner is notice to both.

Employees/Agents
Business and Business Owner may not transfer or assign this account without the written consent of Agrich.  If Business Owner authorizes additional employees or agents to make purchases, sign purchase orders, trade or negotiate under this contract,  Business will, upon request from Agrich, provide additional copies of this contract signed by each so authorized employee or agent with his/her Personal Business Owner information.

Business agrees to these terms and conditions for this order with Agrich, and Business agrees to check the agrich.net website for changes to these terms, and agrees to these terms with posted changes upon each subsequent and future order with Agrich.  I have read this contract and agree to it's terms.

_____________________________________________     Date:_______________________________________
Signature of Business Owner/Applicant

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