PREMIUM PEANUT, LLC
SALES CONTRACT
TERMS AND CONDITIONS

THIS SALES CONTRACT (INCLUDING THESE TERMS AND CONTIDIONS AND ANY ORDER, QUOTATION OR INVOICE TO WHICH THESE TERMS AND CONDITIONS ARE ATTACHED) SHALL CONTROL ANY TRANSACTION BETWEEN PREMIUM PEANUT, LLC OR ITS AFFILIATES (SELLER) AND ANY PERSON OR ENTITY PURCHASING PRODUCTS FROM SELLER (BUYER) NOTWITHSTANDING ANY ADDITIONAL OR CONFLICTING TERMS, CONDITIONS OR PROVISIONS WHICH MAY BE CONTAINED IN ANY PURCHASE ORDER OR OTHER DOCUMENTATION OF BUYER.

BUYER AGREES THAT IT WILL FURTHER CLEAN, SORT, PROCESS, PACKAGE AND LABEL THE PEANUTS, PEANUT MEAL, PEANUT OIL, PEANUT HULLS, PEANUT HULL PELLETS, OR PEANUT HULL GRANULES AS APPROPRIATE AND IN ACCORDANCE WITH GOOD INDUSTRY PRACTICES, AND WILL PERFORM ALL NECESSARY STEPS TO MAKE THE FINISHED PRODUCT FIT FOR THE ULTIMATE CONSUMER.

1. Buyer's Acceptance. Buyer shall be deemed to have accepted all the terms and conditions provided herein upon the occurrence of any one of the following:
2. The Sales Contract is signed by Seller and delivered to Buyer;
3. The Sales Contract is signed by Buyer and returned to Seller;
4. Seller ships or delivers to Buyer any of the products described on the order, quotation, invoice, or similar document to which these terms and conditions are provided, linked or attached, regardless of whether Buyer has signed this Sales Contract;
5. Buyer otherwise commences performance or agrees to the terms and conditions hereof regardless of whether Buyer has signed this Sales Contract; or
6. If this Sales Contract is in response to a request for a proposal, offer or quotation from Buyer to Seller, Buyer retains this Sales Contract without written objection for a period of ten (10) days; or
7. Notwithstanding the foregoing, payment by the Buyer in accordance with the terms of this Sales Contract shall constitute unconditional acceptance of all terms, conditions and provisions hereof.
8. APSA Applicable. The “Shelled, Inshell Trading Rules” of the American Peanut Shellers Association ("APSA") shall apply for sales of peanuts under this Sales Contract, except as may be expressly modified by the provisions of this Sales Contract.
9. NCPA Applicable.  If the product sold to Buyer is peanut oil or peanut meal, peanut hulls, pellets or hull granules, the current applicable trading rules of the National Cottonseed Products Association ("NCPA") for all transactions involving peanut oil or the Texas Grain and Feed Association ("TGFA") (for Texas transactions involving peanut meal or peanut hulls, pellets or hull granules), or the National Grain and Feed Association ("NGFA") (for non-Texas transactions involving peanut meal or peanut hulls, pellets or hull granules), shall apply to this sale except to the extent that such rules conflict with the express terms hereof.
10. Sales Final. All sales are final and are not subject to cancellation by Buyer for any reason whatsoever.
11. Further Processing. Buyer acknowledges and agrees that, in accordance with the usual and customary practice and usage in the commercial peanut industry, the peanuts to be sold to Buyer pursuant to the terms of this Sales Contract shall be further cleaned, sorted, processed, labeled and packaged by Buyer, as necessary, in order that the peanuts sold hereunder shall meet the specifications of and be suitable for sale to Buyer's ultimate customer. The Seller does not assume any responsibility whatsoever for assuring that peanuts sold hereunder satisfy terms or specifications imposed by Buyer's customers
12. Carrying Charges. In the event that Buyer does not accept delivery of any peanuts governed by this Sales Contract by the date required for delivery herein, the Buyer shall be responsible for a carrying or storage charge equal to $.01 per pound per month on the portion of the peanuts subject to the terms of this Sales Contract not delivered to Buyer in timely fashion. Such carrying or storage charges shall be due from Buyer and payable to Seller upon demand. The obligation of the Buyer to pay to the Seller carrying or storage charges in accordance with the terms of this Sales Contract shall not obligate the Seller to store or hold peanuts sold to Buyer pursuant to the terms of this Sales Contract beyond the date for delivery set hereunder, unless Seller, in its sole discretion, specifically agrees, in writing, to do so.
13. Limited Warranties.      The peanuts and any other products sold hereunder shall comply with applicable regulations and requirements established by the United States Department of Agriculture ­Agricultural Marketing Service ("USDA"). At the time of shipment by Seller to Buyer, the products sold to Buyer will not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act, as amended, and regulations issued and published by the Federal Drug Administration ("FDA") in connection with said Act, nor will the products sold hereunder be prohibited from being introduced into interstate commerce. EXCEPT WITH RESPECT TO THE FOREGOING SPECIFIC WARRANTY, THERE ARE NO WARRANTIES GIVEN WITH RESPECT TO THE PRODUCTS SOLD HEREUNDER, WHETHER EXPRESS OR IMPLIED, AND THE SELLER EXPRESSLY DISCLAIMS THE EXISTENCE OF ANY AND ALL SUCH WARRANFIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USAGE OF TRADE.
14. Force Majeure. If the Seller shall be unable to perform under the terms of this Sales Contract by reason of forces beyond the Seller's control, including, but not limited to, fire, strike, damage by the elements, act of God, unavoidable casualty, flood, drought, excessive heat or moisture, shortage or inability to obtain peanuts, equipment or transportation, governmental order, regulation, direction, request or state of war, or other circumstance or occurrence beyond the Seller's reasonable control, Seller, at its option, may defer delivery up to thirty (30) days past the date for delivery hereunder, or, at Seller's option, terminate this Sales Contract. In the event that Seller shall determine to delay delivery hereunder, or terminate this Sales Contract, Seller shall give reasonable notice thereof to Buyer. For purposes of this Sales Contract, and without limiting other means of giving notice which might be reasonable under the circumstances, the forwarding of written notice to the Buyer within three (3) business days of the date of the determination to delay delivery hereunder, or cancel this Sales Contract, by certified mail, to the address set forth herein for Buyer, or by email to the Buyer’s primary commercial contact person for transactions with Seller, with delivery of such email confirmed in writing, shall constitute reasonable notice.
15. Peanut Weight. Peanuts sold pursuant to this Sales Contract will be weighed and invoiced to Buyer by Seller at the time of delivery. Any claim for a shortfall or loss in weight must exceed normal shrinkage allowance of one-half percent (1/2%) and Buyer must demonstrate that the peanuts were not damaged, lost or altered in transit in order to assert any such claim. Seller may determine, in its sole discretion, to ship and invoice up to five percent (5%) more or less than the quantity of peanuts specified on the face of this Sales Contract. Partial shipments in satisfaction of the quantities to be delivered pursuant to this Sales Contract are permitted. No tare allowance whatsoever will be allowed with respect to bagged peanuts, which are sold on a "gross for net" basis. The date set forth on the Bill of Lading with regard to peanuts shipped pursuant to this Sales Contract shall be considered to be the date of shipment. The failure of Seller to deliver by the due date set hereunder shall not give rise to any right to a claim or compensation on the part of the Buyer. Seller reserves the absolute right to allocate deliveries among its customers in Seller's sole discretion, given the supply of peanuts available to Seller to satisfy its delivery obligations.
16. Shipping.  All sales are FOB origin unless expressly indicated in the Sales Contract.  Seller shall load all orders onto trucks / rail cars at origin loading point; Buyer shall be responsible for unloading product at destination.
17. FOB Origin Sales.  This Section 10(a) shall apply to FOB origin sales. Buyer shall furnish shipping instructions to Seller at least ten (10) days in advance of the shipping dates specified on the face of this Sales Contract, unless otherwise agreed by Seller in writing. The Buyer shall assume all risk of loss to the peanuts to be sold pursuant to this Sales Contract upon delivery to carrier.  Any and all claims asserted by Buyer for loss or damage to the peanuts occurring after delivery to carrier must be brought directly against the carrier and may not be asserted against the Seller.  Buyer assumes all risk for, and shall pay all costs and expenses associated with, work stoppages, strikes or compliance with any applicable foreign or domestic governmental regulation or order that delays the product while in transit or that causes the non-delivery of the product.
18. FOB Destination Sales.  Sales of products shall only be FOB destination to the extent expressly indicated in the Sales Contract.  This Section 10(b) shall apply to FOB destination sales.  Seller shall arrange for transportation of the goods to Buyer’s designated delivery location, with shipping costs included in the purchase price. Seller shall have the right to select the carrier and route of shipment in its sole discretion. Title to and risk of loss of the goods shall remain with Seller until the initial arrival of the carrier at delivery point.
19. CIF Sales.  Sales of products shall only be made on a CIF basis to the extent expressly indicated in the Sales Contract, with the destination port clearly noted.  This Section 10(c) shall apply to CIF sales.  All CIF sales shall be conducted in accordance with Incoterms 2020. Seller shall be responsible for arranging and paying the costs of carriage and marine insurance to the named destination port. Risk of loss or damage to the goods shall pass to Buyer upon delivery of the goods onboard the vessel at the port of shipment. Seller shall procure cargo insurance only for the invoice value of the goods, with minimum coverage customary in the industry, naming Buyer as the insured. Buyer acknowledges and agrees that Seller assumes no liability for loss or damage occurring after risk has passed, except to the extent covered by the insurance procured. Seller shall provide Buyer with the customary shipping documents, including a negotiable bill of lading, insurance certificate, and commercial invoice. Buyer shall be responsible for all import duties, taxes, and customs clearance at the destination.
20. Failure to Provide Shipping Instructions or Take Delivery. Should Buyer fail to furnish shipping instructions within the timeframes provided in this Sales Contract, or take delivery on the date(s) specified herein, whether as to all or a portion of the peanuts sold pursuant to this Sales Contract, Seller shall have the option, in its discretion, to (1) store any undelivered peanuts for the account of and at the expense of Buyer, in accordance with Section 6 of these terms and conditions, (2) resell any undelivered peanuts with the proceeds of such sale to be retained by Seller, with Buyer to remain liable for any and all losses and expenses incurred by Seller with regard to such peanuts, (3) extend the date(s) of delivery, or (4) cancel the entire Sales Contract or the remainder thereof, without any liability whatsoever to Seller.
21. Payment. All payments due pursuant to this Sales Contract shall be made by Buyer in timely fashion and in accordance with the terms of this Sales Contract, without any offset or deduction whatsoever from the amounts due hereunder.  Without prejudice to Seller's other rights, Seller reserves the right to: (i) charge interest on any overdue sums not to exceed the applicable laws during the period of non-payment; (ii) suspend performance of the Contract (including withholding shipment of any portion of the product sold pursuant to this Sales Contract that has yet to be delivered) in the event that Buyer fails, or in Seller's reasonable opinion it appears that Buyer is likely to fail, to make any payment when due under this Sales Contract or any other agreement in place between Seller and Buyer, until such time as the payment failure or likely failure is resolved; and (iii) at any time require from Buyer such reasonable security for payment as Seller may deem reasonable.  Seller retains and Buyer hereby grants to Seller a continuing purchase money security interest in all goods delivered by Seller to Buyer, including all proceeds and products thereof, until Seller has received payment in full for such goods. Buyer agrees to take all actions reasonably requested by Seller to perfect and maintain such security interest, and further agrees that Seller may file financing statements under the Uniform Commercial Code (UCC) with respect to the security interest granted herein.  In the event of default in payment, Seller shall have all rights and remedies of a secured party under the UCC, including the right to repossess the goods without judicial process
22. Limitation of Liability and Exclusive Remedy. SELLER’S MAXIMUM LIABILITY AND BUYER'S EXCLUSIVE REMEDY FOR ANY AND ALL CLAIMS ARISING OUT OF THE SALE OF PEANUTS OR ANY OTHER ITEMS GOVERNED BY THIS SALES CONTRACT ARE EXPRESSLY LIMITED TO EITHER A REFUND TO BUYER OF ANY PORTION OF THE PURCHASE PRICE PAID UNDER THIS SALES CONTRACT OR, IN THE SOLE DISCRETION OF SELLER, THE REPLACEMENT OF ANY GOODS NOT CONFORMING TO THE SPECIFICATIONS OF THIS SALES CONTRACT. UNDER NO CIRCUMSTANCES WILL SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOST PROFITS, OR ANY OTHER CLAIMS OR LOSSES ALLEGING TO HAVE ARISEN OUT OF OR IN CONNECTION WITH THIS SALES CONTRACT.
23. Controlling Law. Regardless of the location at which this Sales Contract is executed, this contract shall be construed, governed and enforced in accordance with the laws of the State of Georgia. The Buyer specifically acknowledges and agrees that no demand, suit, claim or cause of action (“Action”) may be brought against Seller for any alleged loss or injury, financial or otherwise, arising in connection with this Sales Contract unless (a) a timely written notice has been delivered to Seller, setting forth the basis of such allegations and giving Seller at least 30 days to cure the alleged loss or injury; and (ii) such Action has been commenced no later than the earlier of one (1) year after the date of the alleged loss or injury or within the shortest statute of limitation which may be applicable to such claim under the laws of the State of Georgia.
24. Arbitration. Any and all disputes, controversies or claims arising out of or in connection with this Sales Contract or any breach thereof shall be submitted to binding arbitration pursuant to the Georgia Arbitration Code, utilizing the Commercial Rules of Arbitration set forth by the American Arbitration Association. Such arbitration shall be conducted before a single arbitrator in Atlanta, Georgia, or at such other location as may be agreed upon by Seller and Buyer in writing. Judgment may be entered based upon any final award resulting from such arbitration proceedings in any court of competent jurisdiction. The statute of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Georgia Arbitration Code shall apply to the construction, interpretation and enforcement of this arbitration provision. The losing party in such arbitration proceedings shall be responsible for the cost of the arbitrator, as well as the actual attorney's fees incurred by the prevailing party.
25. Miscellaneous.
26. In the event that the Seller shall incur any attorney's fees in enforcing the obligations of Buyer hereunder, the Buyer shall be obligated to compensate Seller, upon written demand, for such attorney's fees.
27. Any written communication required under this Sales Contract to be sent to Seller which is received by Seller after 4:00 p.m. Eastern Standard Time on any particular business day shall be deemed to have been received on the next successive business day.
28. Any individual which may execute this Sales Contract on behalf of a corporation or other entity hereby warrants and represents that said individual has been duly authorized by all action on the part of the shareholders, members, directors or other principals of such entity, that said individual possesses all requisite authority to execute this Sales Contract on behalf of said corporation or entity, and that this Sales Contract is fully binding upon said corporation or entity.
29. The Buyer further acknowledges that there exists no special or fiduciary relationship between Seller and Buyer, that this Sales Contract is the result of arms-length negotiations, voluntarily entered into by Buyer with Seller in the independent conduct of their respective business concerns.
30. This Sales Contract contains the entire agreement between the parties hereto with regard to the subject matter hereof and may not be altered, amended or modified without the written consent of the parties hereto.
31. Except as may be otherwise specifically provided herein, this Sales Contract shall not merge into any other instruments or documents.
32. The rights and obligations of the Buyer hereunder may not be assigned without the prior written consent of the Seller.
33. Time is of the essence of this Sales Contract.
34. This Sales Contract is binding upon the Seller and the Buyer, as well as their respective heirs, successors and permitted assigns.
35. No failure of the Seller to exercise any power or right conferred upon Seller hereunder, or under the laws of the State of Georgia, or to insist upon strict adherence by the Buyer to its obligations hereunder and no custom or practice of the parties at variance with the terms of this Sales Contract, shall constitute a waiver of such power, right or privilege or of Seller's right to demand exact compliance of this Sales Contract by Buyer.
36. To the extent possible, the terms and conditions contained on this reverse side of the Sales Contract shall be construed in a manner so as to be consistent with the terms, conditions and provisions contained on the face side of this Sales Contract. To the extent there is any unintentional and irreconcilable conflict between the terms and conditions on the reverse side of this Sales Contract and those on the face side thereof, the terms and conditions on the face side shall govern to the extent of any inconsistency; provided, however, that if separate terms and conditions from other documents or agreements are incorporated by reference on the face side hereof, such separate terms and conditions shall apply only to the extent that the same are consistent with the terms and conditions in this Sales Contract (whether on the face side or reverse side hereof) and in every case of inconsistency between such separate terms and conditions and those of this Sales Contract, the terms and conditions of this Sales Contract shall govern.
37. If any provision of the Sales Contract is held invalid, such invalidity shall not affect other provisions of the contract and the conditions herein which can be given effect without the invalid provision. In the event a provision is held invalid, applicable provisions of the Uniform Commercial Code, if any, shall be substituted for the invalid provision.
38. The rights and remedies reserved herein to Seller shall be cumulative, and each right and remedy specified in this Agreement is in addition to any and all other rights and remedies available at law or in equity or under this Agreement. The exercise of any rights or remedies provided to Seller hereunder shall not preclude the concurrent or subsequent exercise of any additional right or remedy

Revised On: 8/12/2025