Effective Date: January 1, 2013
FARMERSORIGIN LLC TERMS AND CONDITIONS OF SALE

1. Applicable Terms and Conditions: These Terms and Conditions of Sale (“Terms”) apply to the sale of products by FarmersOrigin LLC (“Seller”) to the buyer (“Purchaser”). These Terms apply to sales initiated through quotations, sales confirmations, invoices (“Sales Documents”), or any other means. A contract for sale is formed when Seller confirms Purchaser’s order or upon product delivery. These Terms, along with any Sales Documents, constitute the complete agreement for the sale of products, superseding prior discussions and agreements, except for any specific signed contracts between Seller and Purchaser. Additional or differing terms provided by Purchaser are rejected unless explicitly accepted by Seller in writing.
2. Pricing: Prices may change without notice. The price at the time of shipment will be final. If there’s a significant price increase, Seller will notify Purchaser, who may cancel the order by notifying Seller within three business days. Prices are FOB Seller’s facility, excluding freight, insurance, taxes, duties, and other costs.
3. Modifications: Seller reserves the right to modify or discontinue products without liability. Should there be material changes prior to shipment, Seller will notify Purchaser, who may then cancel the order.
4. Delivery and Shipment: Delivery dates are determined by Seller based on product availability. Deliveries are made FOB Seller’s facility, with risk of loss passing to Purchaser upon delivery. Seller will arrange shipping at Purchaser’s expense, using specified carriers or choosing reasonably. Partial shipments may be made.
5. Inspection; Acceptance: Purchaser must inspect products upon receipt. Rejection is limited to non-conformity with the Limited Warranty or the agreement’s terms. Failure to reject within 48 hours of receipt constitutes acceptance.
6. Sample Products Provision: FarmersOrigin LLC offers free product samples to prospective new buyers to evaluate the quality and compatibility of our products. The following conditions apply to the provision of samples:
   • Eligibility: This provision is exclusive to new buyers who have not previously purchased from FarmersOrigin LLC.
   • Sample Cost: All samples provided under this provision are free of charge. However, the recipient (Purchaser) is responsible for all freight costs associated with the delivery of the sample products.
   • Freight Cost Deduction: Should the Purchaser decide to proceed with a full purchase following the evaluation of the samples, FarmersOrigin LLC agrees to deduct the total freight cost incurred for the sample shipment from the Purchaser’s first invoice. This deduction is limited to the first purchase made by the new buyer and does not apply to subsequent transactions.
   • Request and Acceptance: Requests for samples must be made in writing, and FarmersOrigin LLC reserves the right to accept or decline sample requests at its discretion, based on availability and eligibility criteria.
   • Integration with Existing Terms: Except as expressly modified by this Sample Products Provision, all other terms and conditions outlined in the FarmersOrigin LLC Terms and Conditions of Sale remain in full effect. This provision is considered integrated into the Terms and Conditions of Sale upon its addition.
7. Cancellation: Orders cannot be modified or canceled without Seller’s consent. Agreed cancellations or modifications may incur fees and compensation for Seller’s losses.
8. Payment: Payments are due within 30 days from the invoice date, in U.S. dollars, unless otherwise agreed. Late payments may attract interest. Returned checks or declined transactions incur a $25 fee.
9. Force Majeure: Neither party is liable for failure to perform due to uncontrollable events, including natural disasters, labor disputes, material shortages, government actions, or pandemics.
   
10. Limited Warranty: Seller warrants the products conform to the order specifications. Claims under this warranty must be made within specified timelines. Seller is not liable for product misuse or integration issues.
11. Limitations:
    • Exclusive Remedies: Seller’s liability is limited to repairing or replacing non-conforming products or refunding the purchase price.
    • Limitation on Damages: Purchaser waives the right to claim any indirect, consequential, or punitive damages.
    • Maximum Liability: Seller’s total liability will not exceed the amount paid for the products.
12. Indemnity: Purchaser will defend and indemnify Seller against claims exceeding the provided warranty terms.
13. Compliance with Law: Purchaser must comply with all laws and regulations, including export and import laws. Seller may terminate the agreement if products are subject to governmental penalties.
14. Governing Law and Choice of Forum: These Terms are governed by the laws of the state where FarmersOrigin LLC is registered. Disputes are subject to jurisdiction in this state’s courts.
15. Assignment: Purchaser may not assign rights or duties under these Terms without Seller’s consent.
16. Severability: If any term is deemed illegal or unenforceable, the remaining terms still apply.
17. Intellectual Property: Purchaser gains no rights in Seller’s intellectual property.
18. No Third Party Benefit: These Terms benefit only Seller and Purchaser.
19. No Waiver: Seller’s failure to enforce any Terms does not waive the right to enforce them in the future.