TERMS AND CONDITIONS OF SALE

(as of October 2023)

ARBITRATION/CONCILIATION/MEDIATION REQUIRED BY SEVERAL STATES

Under the seed laws of several states, arbitration, mediation or conciliation is required as a prerequisite to maintaining legal action based upon the failure of seed to which this notice is attached to produce as represented. The consumer shall file a complaint (sworn for AR, FL, ID, IN, MS, MT, SC, TX, WA) (verified for in CO, IL) (signed only for CA, GA), along with the required filing fee (where applicable) with the Commissioner/Director/Secretary of Agriculture, Seed Commissioner, or Chief Agricultural Officer within such time as to permit inspection of the crops or plants by the state’s designated agency and AGRIGOLD, or within the period required by state law. A copy of the complaint shall be sent to AGRIGOLD by certified or registered mail or as otherwise provided by law.

SUPPLY & PRICE

AGRIGOLD reserves the right to substitute product at its discretion for any reason, including but not limited to crop or product shortages. If the buyer rejects the substitute product, the buyer’s sole and exclusive remedy shall be the cancellation of its order. Prices and hybrids are subject to change at any time. The price shall be the price set out in AGRIGOLD’s current published price list for the upcoming crop year, less any applicable programs or discounts offered in writing by AGRIGOLD. Programs and discounts may be modified from time to time without prior notice.

AGRONOMIC ZONE AND PLANTING YEAR

By purchasing seed products of AGRIGOLD, the buyer understands that such products are for planting in the year of the purchase and that AGRIGOLD has the obligation to pay royalties to trait providers for the products containing specific traits based on each grower’s agronomic zone. Buyer agrees to report the agronomic zone of each grower who will plant such traited products (including that of the buyer if he is a grower) to AGRIGOLD. Such agronomic zones are defined and assigned by each of the trait providers at their sole discretion, and may be different from one provider to another. At any time, should AGRIGOLD become aware that the seed product was invoiced for an in- correct agronomic zone or planting year, AGRIGOLD will adjust the invoice to reflect the correct price. In such event, either AGRIGOLD will promptly issue a refund, or the buyer will pay the corrected amount remaining owed to AGRIGOLD.

LIMITATION OF WARRANTY AND REMEDY

AGRIGOLD warrants that the seeds in the container are as described on the tag, subject to tolerances established by law. THE FOREGOING EXPRESS WARRANTY EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND IS VOID IF THE SEED PRODUCT IS SOLD TO BUYER BY AN UNAUTHORIZED SELLER. THERE ARE NO OTHER WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION THEREON. AGRIGOLD does not warrant that conventional seed produced or sold by AGRIGOLD is free of genetically modified organisms (“GMO”), nor does AGRIGOLD warrant that genetically modified seed produced or sold by AGRIGOLD is free of unintentional GMO for any reason, (including but not limited to adventitious pollen contamination due to pollen drift caused by wind and/or insects). AGRIGOLD specifically disclaims any warranty as to complete freedom of GMO for conventional seed produced or sold by AGRIGOLD and AGRIGOLD specifically disclaims any warranty as to complete freedom of unintentional GMO for genetically modified seed produced or sold by AGRIGOLD. By acceptance and use of the seed, buyer agrees that AGRIGOLD’s liability and the buyer’s exclusive remedy for breach of any warranty or other reason (if any) shall be limited, in all events, to a return of the purchase price of the affected seed, and in no event shall AGRIGOLD be liable for any indirect, special, incidental or consequential damages (including damages for loss of business, loss of profits, or any similar loss) whether based on breach of contract, breach of warranty, tort (including negligence), product liability, or otherwise, even if advised of the possibility of such damages. All claims must be presented within a reasonable period of time and not later than thirty (30) days after discovery. Crop yields and quality are influenced by many causes and conditions beyond AGRIGOLD’s control that AGRIGOLD does not warrant yield or quality. Further, any recommendations given for selection or use of AGRIGOLD’s products are based upon AGRIGOLD’s best knowledge and for informational purposes only, and AGRIGOLD does not warrant the results to be obtained with such recommendations. Unless accepted on the foregoing terms, buyer shall return the seed in the original unopened container within 15 days of purchase for a refund of the purchase price.

SECURITY INTEREST

AGRIGOLD reserves, and the buyer grants to AGRIGOLD, a security interest in any and all delivered products in the inventory of the buyer and in all accounts receivable of the buyer arising from the sale of the AGRIGOLD products, until full payment to AGRIGOLD. Buyer agrees to execute such documents as AGRIGOLD may request in order to perfect AGRIGOLD’s security interest.

RIGHT TO OFFSET

AGRIGOLD and buyer agree that any overpayment (i.e., credit balance) made during the planting year will automatically rollover to the following year as an advance payment against subsequent purchases unless buyer notifies AGRIGOLD that it would like a refund within 30 days after settlement.  This does not limit the buyer’s ability to specifically request a refund of an overpayment at any time. Note that payment of an early refund may impact other items, including early payment discounts and credits or qualification for various other programs or discounts offered by AGRIGOLD. Notwithstanding the above, the buyer acknowledges and agrees that AGRIGOLD may, in its sole discretion, apply any credit balance or payment that AGRIGOLD receives from the buyer (directly or from a third party for the buyer’s account) to any past-due account that the buyer may have with AgReliant Genetics, LLC. A late payment charge of 1.5% per month (18% per annum), or the maximum lower rate allowed by law, will be added to all accounts not paid in full by the due date of payment, and for each month thereafter on the unpaid amount until paid in full. The buyer also agrees to bear any and all expenses related to the collection of any accounts deemed past due by AGRIGOLD, including without limitation attorney fees and court costs.

IMPORTANT NOTICE: USE RESTRICTIONS

Sale of this seed is allowed only in the U.S. and through AGRIGOLD’s authorized dealers and distributors and buyer may not re-sell the seed unless otherwise agreed to in writing by AGRIGOLD. One or more of the parental lines used to produce this seed is/are proprietary to or licensed to AGRIGOLD. Further, the traits and technology contained within this seed, as well as the parental lines and progeny, are covered by intellectual property protection, which may include plant variety certificates, trade secrets and patents which may include, but are not limited to, patented germplasm, transgenic traits, native traits, transformation technologies, methods of use and breeding methods. AGRIGOLD grants to buyer a limited, non-exclusive, non-transferable right to use the seed for the sole purpose of growing a single commercial crop for the production of grain or forage for feeding or processing. Farm-seed saving is strictly forbidden and shall constitute a misappropriation of third party’s intellectual property, and therefore a breach of their legitimate rights and damage to said third party’s legitimate expectation of future sales. The purchase/bailment/transfer of this seed conveys no right under any intellectual property to use the seed for any purpose. Buyer agrees that it is not acquiring any rights to use the seed or any parental line(s) that may be unintentionally contained herein for any purpose other than the growing of a single commercial crop for the production of grain or forage for feeding or processing. Buyer shall not reproduce or transfer said seed or parental line(s), nor subject them (nor their pollen or any other plant part) to any breeding, research, field or laboratory analysis, development, biotechnology process, or any other variety improvement purposes or genetic manipulation techniques, including (but not limited to) tissue culture, genetic fingerprinting or transformation techniques, sequencing, use of molecular markers or mutagenesis. The parental line(s) may also be protected under trade secret laws. Buyer further agrees that under these trade secret rights, any parental seed and the genetic material contained herein is confidential and must be maintained in confidence. Export of the seed and parental line(s) is prohibited. Further, the buyer shall ensure that any crop or material produced from this seed shall only be exported to, or used, processed or sold in countries where all necessary regulatory approvals have been granted. FOR TRAITED SEED, ACCEPTANCE OF TRAIT PROVIDERS’ TECHNOLOGY AGREEMENTS IS REQUIRED AS A CONDITION OF SALE AND BUYER AGREES TO COMPLY WITH ALL APPLICABLE PRODUCT USE GUIDES AND GROWER-FOCUSED STEWARDSHIP PRACTICES. Buyer consents to AGRIGOLD providing to trait providers, or their designees, its contact details for stewardship compliance purposes.

RETURNS

AgriGold will accept returns on eligible product that is in acceptable condition through June 30, 2021. NO RETURNS WILL BE ACCEPTED AFTER JULY 1, 2021. No return of product is authorized for soybeans, seed in opened Bulk Corn Box, damaged bags, torn/wet/taped bags, and opened containers. In addition, from time to time AgriGold may designate specific products as ineligible for return. Specific products ineligible for return will be designated on the package tag. AgriGold Dealers/Customers must contact the AgriGold representative and/or Customer Service Representative, to arrange PICKUP OF RETURNABLE SEED. Return credits will not be applied on non-returnable seed. Final calculations of the AgriGold Dealer’s/Customers net sales for the sales season resulting in discount adjustments, as well as processing of any credits due, will be calculated after returns are complete.