TERMS & CONDITIONS

Golden Grove USA, Inc.

Sale Standard Terms & Conditions

 

Acceptance of Terms and Conditions.
Any and all sales of Golden Grove USA, Inc. products, including, but not limited to, peanuts
(including all types and grades), peanut meal, peanut oil, peanut hulls, peanut hull pellets or
granules, or other peanut products are subject to these terms and conditions and the acceptance of
any order or sale of products evidences your acceptance of these terms and conditions. Golden
Grove USA, Inc. reserves the right to modify the terms and conditions at any time without prior
notice.


Payment.
All amounts due for products are to paid within fourteen (14) days from the date of receipt of the
products. All payments are to be made in US dollars by wire transfer, or other method as so
reasonably requested by Golden Grove USA, Inc., in accordance with instructions provided by
Golden Grove USA, Inc.


All late payments shall accrual interest, calculated daily and compounded monthly, at the lesser
of the rate of 1.5% per month or the highest rate permissible under applicable law. Golden Grove
USA, Inc. shall also be reimbursed for all reasonable costs incurred by it in collecting any late
payments, including reasonable attorneys’ fees and court costs. In addition to all other remedies
available under any agreement or at law if any undisputed amount is not paid within the agreed
upon payment terms, Golden Grove USA, Inc. may suspend the delivery of any products or
terminate any agreement between the parties.


Shipment/Delivery.
Golden Grove USA, Inc. shall select the method of shipment of and the carrier for the products.
Golden Grove USA, Inc. may, in its sole discretion make partial shipments of products. Each
shipment will constitute a separate sale and shall be paid pursuant to standard payment terms,
whether such shipment is in whole or partial fulfillment of an order. Unless agreed to otherwise
in writing by the parties, all shipments are FOB Origin Freight Prepaid, and the price stated by
Golden Grove USA, Inc. for products includes shipping and insurance to the delivery location
identified by the buyer. For products shipped FOB, Golden Grove USA, Inc. assumes the risk of
loss to delivery of the products to the carrier or shipper.


Golden Grove USA, Inc. shall pack and mark the products pursuant to the specifications agreed
to by the parties, and upon shipment provide applicable shipment documentation including, when
available: USDA Certificate of Inspection; Certificate of Aflatoxin Analysis from USDA
approved lab; Certificate of Fumigation; invoice; declaration of shipment stating the quantity
shipped, the lot number(s), the carrier name, container number(s) and the date of shipment; and
the bill of lading.

Assumption of Risk.
You agree that you shall at all times comply with all laws applicable to any agreement with
Golden Grove USA, Inc. and/or related to any purchased or supplied product, including, but not
limited to, any applicable law or regulation regarding the sale or resale of agricultural products or
food. To the extent you purchase any shelled or inshell peanuts, you agree that you will clean,
sort, process, roast, package, and label any peanuts pursuant to any applicable industry standard,
law, or regulation.


Trademarks.
Any use of the Golden Grove USA, Inc. copyrights or trademarks without expressed written
authorization from Golden Grove USA, Inc. is strictly prohibited. You recognize and
acknowledge the ownership of the Golden Grove USA, Inc. copyrights or trademarks and
understand that you do not acquire, unless otherwise agreed to in writing by Golden Grove USA,
Inc., through purchase of any products from Golden Grove USA, Inc. any right, title, or interest
in any copyrights or trademarks of Golden Grove USA, Inc. You also agree that you will not
change, modify, create derivative works, and/or exploit the Golden Grove USA, Inc. copyrights
or trademarks.

Warranties & Limitation of Liability.
Golden Grove USA, Inc. represents that its shelled and inshell peanuts will meet or exceed the
requirements for human consumption set forth in 7 CFR part 996. Unless specifically agreed to
by Golden Grove USA, Inc., the sale of any products is not governed by the American Peanut
Shellers Association Farmers Stock, Shelled or Inshell Trading Rules or any other USDA issued
guidance regarding Grade Standards.


EXCEPT AS SET FORTH HEREIN, GOLDEN GROVE USA, INC. DISCLAIMS ALL
WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. IN NO EVENT SHALL GOLDEN GROVE USA, INC. BE LIABLE FOR ANY
SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY
DAMAGES RELATING TO OR ARISING FROM THE SALE OR SUPPLY OF ITS
PRODUCTS WHETHER OR NOT EITHER PARTY HAD OR SHOULD HAVE HAD ANY
KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT SUCH DAMAGES MIGHT BE
INCURRED.


IN NO EVENT SHALL GOLDEN GROVE USA, INC.’S AGGREGATE LIABILITY
ARISING OUT OF OR RELATED TO THE PRODUCTS REGARDLESS IF SUCH CLAIM IS
BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, EXCEED THE AMOUNTS PAID TO GOLDEN GROVE USA, INC.
PURSUANT TO ANY AGREEMENT BETWEEN THE PARTIES.

Indemnification.
You hereby agree to indemnify, defend, and hold harmless, Golden Grove USA, Inc., its officers,
directors, shareholders, affiliates, employees, agents, and subsidiaries from and against all
claims, actions, suits, demands, costs, and damages (including reasonable attorney's fees)
asserted by any third party as a result of your acts or non-acts, negligence, or the resale of any
products.


Force Majeure.
Golden Grove USA, Inc. shall not be liable or responsible, nor be deemed to have defaulted
under or breached any agreement, for any failure or delay in fulfilling or performing any term of
any agreement, if such failure or delay is caused by or results from acts beyond Golden Grove
USA, Inc.’s control, including: (a) acts of nature; (b) flood, fire, earthquake or explosion; (c)
war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other
civil unrest; (d) requirements of Law; (e) actions, embargoes or blockades in effect on or after
the date of this Agreement; (f) action by any Governmental Authority (whether or not having the
effect of Law); (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or
other industrial disturbances; (i) shortages of or delays in receiving raw materials; (j) pandemic
or other health crisis; or (k) shortage of adequate power or transportation facilities.


Relationship.
Nothing set forth herein or through the sale of products is intended to or shall be construed to
constitute or establish an agency, joint venture, partnership, or fiduciary relationship between the
parties, and neither party shall have the right or authority to act for or on behalf of the other
party.


Modifications.
Any modification of any written agreement with Golden Grove USA, Inc. must be in writing and
signed by all parties.


Severability.
If one or more of the provisions contained in these terms and conditions are held to be
unenforceable under applicable law, such provision shall be appropriately limited in its scope. If
any such limitation is not legally enforceable, such provision shall be excluded from these terms
and conditions, and the balance of these terms and conditions shall be enforceable.


Governing Law/Jurisdiction.
These terms and conditions shall be governed by, construed, and enforced in accordance with the
laws of the State of North Carolina, United States of America, without regard to any choice of
law principles. The Uniform Law on International Sale of Goods, Uniform Law on Formation of
Contracts for International Sale of Goods, United Nations Convention on Contracts for

International Sale of Goods of 1980, and the United Nations Convention on Limitations Period
in the International Sale of Goods are hereby waived by the parties and do not apply to any sale
of goods by Golden Grove USA, Inc. Any dispute, controversy or claim arising out of or
relating to the sale or supply of products shall be submitted for negotiation and resolution to the
other party in writing, and the parties shall negotiate in good faith to resolve the dispute. If the
parties are unable to resolve any dispute within thirty (30) days after delivery of the written
notice of a dispute, either party may file arbitration with the American Arbitration Association,
subject to its commercial arbitration rules, with the venue of the arbitration being Raleigh, North
Carolina. The parties agree that arbitration is the sole and exclusive remedy and venue for any
dispute related to the products. To the extent deemed necessary, either party may file a
proceeding in a court that has applicable jurisdiction to compel arbitration or to enforce any
judgment, award, or order issued by an arbitrator or panel. If a proceeding is filed in a court to
enforce the arbitration provision set forth herein, or for the purposes of the arbitration, the parties
hereby submits to the personal jurisdiction of said court and waives any service of process
through the Hague or any other international body.

Golden Grove USA, Inc.

Buyer Standard Terms & Conditions

Acceptance of Terms and Conditions.
Any and all purchases by Golden Grove USA, Inc. of any products, including, but not limited to,
peanuts (including all types and grades), peanut meal, peanut oil, peanut hulls, peanut hull pellets
or granules, or other peanut products are subject to these terms and conditions and the acceptance
of any order, purchase order from or sale of products to Golden Grove USA, Inc. evidences your
acceptance of these terms and conditions. Golden Grove USA, Inc. reserves the right to modify
the terms and conditions at any time without prior notice. These terms and conditions override
any and all invoices or other sales documents presented by seller.


Payment.
All amounts due for products will be paid within thirty (30) days from the date of receipt of the
products. All payments will be made in US dollars by wire transfer, or other method as so
reasonably determined by Golden Grove USA, Inc.


All late payments shall accrual interest at the lesser of the rate of 4.0% annually or the lowest
rate permissible under applicable law. No other costs will be paid or sought by seller related in
any fashion to the collection of any late payments, including reasonable attorneys’ fees and court
costs.


Without impeding Golden Grove USA, Inc.’s other rights, it has the right to setoff any and all
amounts owed to seller under any contract or agreement for and against any amount owed to
Golden Grove USA, Inc. by seller.


Shipment/Delivery.
Seller shall select the method of shipment of and the carrier for the products. Unless agreed to
otherwise in writing by the parties, all shipments are FOB, and the price stated by seller for
products includes shipping, taxes, duties, tariffs, import or export fees, and insurance to Golden
Grove USA, Inc.’s location at 1180 Stanley Chapel Church Road, NC 28365 or any other
delivery location identified by the Golden Grove USA, Inc. No other charges will be accepted
by Golden Grove USA, Inc. Seller assumes the risk of loss to delivery of the product to Golden
Grove USA, Inc.


Inspection.
Golden Grove USA, Inc. shall have the right to inspect products received under this Agreement
within ten (30) days of receipt of such products (“Inspection Period”) and either accept or, if any
such products are nonconforming products, reject such products. The receipt, acceptance,
inspection or rejection of products does not constitute acceptance of any nonconforming products

and does not impair Golden Grove USA, Inc.’s right to reject the nonconforming products at a
later date. Upon notice of nonconforming products, seller shall, in the sole discretion of Golden
Grove USA, Inc., either: (a) replace such nonconforming products with conforming products; or
(b) refund to Golden Grove USA, Inc. such amount paid to seller for such nonconforming
products.


If Golden Grove USA, Inc. exercises its option to have nonconforming products replaced, seller
shall ship to Golden Grove USA, Inc.’s location at seller’s expense and risk of loss, the
replacement Products.


Assumption of Risk.
You agree that you shall at all times comply with all laws applicable to any agreement with
Golden Grove USA, Inc. and/or related to the sale or supply of product, including, but not
limited to, any applicable law or regulation regarding the sale or resale of agricultural products or
food.


Trademarks.
Any use of the Golden Grove USA, Inc. copyrights or trademarks without expressed written
authorization from Golden Grove USA, Inc. is strictly prohibited. You recognize and
acknowledge the ownership of the Golden Grove USA, Inc. copyrights or trademarks and
understand that you do not acquire, unless otherwise agreed to in writing by Golden Grove USA,
Inc. any right, title, or interest in any copyrights or trademarks of Golden Grove USA, Inc. You
also agree that you will not change, modify, create derivative works, and/or exploit the Golden
Grove USA, Inc. copyrights or trademarks.

Warranties & Limitation of Liability.
Seller represents and warrants that its shelled and inshell peanuts will meet or exceed any all
specifications provided by Golden Grove USA, Inc., the requirements for human consumption
set forth in 7 CFR part 996, applicable specifications set forth by the American Peanut Shellers
Association Farmers Stock, Shelled or Inshell Trading Rules, or any other USDA issued
guidance regarding Grade Standards. Seller further represents and warranties that it has
marketable, clean title to the products, and the products will be free from any other
encumbrances.


GOLDEN GROVE USA, INC. WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT,
INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES RELATING
TO OR ARISING FROM THE PURCHASE, SALE OR SUPPLY OF ITS PRODUCTS
WHETHER OR NOT EITHER PARTY HAD OR SHOULD HAVE HAD ANY
KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT SUCH DAMAGES MIGHT BE
INCURRED.


IN NO EVENT SHALL GOLDEN GROVE USA, INC.’S AGGREGATE LIABILITY
ARISING OUT OF OR RELATED TO THE PRODUCTS REGARDLESS IF SUCH CLAIM IS

BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, EXCEED THE AMOUNTS PAID BY GOLDEN GROVE USA, INC.
PURSUANT TO ANY AGREEMENT BETWEEN THE PARTIES.

Indemnification.
You hereby agree to indemnify, defend, and hold harmless, Golden Grove USA, Inc., its officers,
directors, shareholders, affiliates, employees, agents, and subsidiaries from and against all
claims, actions, suits, demands, costs, and damages (including reasonable attorney's fees)
asserted by any third party as a result of your acts or non-acts, negligence, or the resale of any
products.


Force Majeure.
Golden Grove USA, Inc. shall not be liable or responsible, nor be deemed to have defaulted
under or breached any agreement, for any failure or delay in fulfilling or performing any term of
any agreement, if such failure or delay is caused by or results from acts beyond Golden Grove
USA, Inc.’s control, including: (a) acts of nature; (b) flood, fire, earthquake or explosion; (c)
war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other
civil unrest; (d) requirements of Law; (e) actions, embargoes or blockades in effect on or after
the date of this Agreement; (f) action by any Governmental Authority (whether or not having the
effect of Law); (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or
other industrial disturbances; (i) shortages of or delays in receiving raw materials; (j) pandemic
or other health crisis; or (k) shortage of adequate power or transportation facilities.
Relationship.


Nothing set forth herein or through the sale of products is intended to or shall be construed to
constitute or establish an agency, joint venture, partnership, or fiduciary relationship between the
parties, and neither party shall have the right or authority to act for or on behalf of the other
party.


Modifications.
Any modification of any written agreement with Golden Grove USA, Inc. must be in writing and
signed by all parties.


Severability.
If one or more of the provisions contained in these terms and conditions are held to be
unenforceable under applicable law, such provision shall be appropriately limited in its scope. If
any such limitation is not legally enforceable, such provision shall be excluded from these terms
and conditions, and the balance of these terms and conditions shall be enforceable.


Governing Law/Jurisdiction.​

These terms and conditions shall be governed by, construed, and enforced in accordance with the
laws of the State of North Carolina, United States of America, without regard to any choice of
law principles. The Uniform Law on International Sale of Goods, Uniform Law on Formation of
Contracts for International Sale of Goods, United Nations Convention on Contracts for
International Sale of Goods of 1980, and the United Nations Convention on Limitations Period
in the International Sale of Goods are hereby waived by the parties and do not apply to any sale
of goods by Golden Grove USA, Inc. Any dispute, controversy or claim arising out of or
relating to the sale or supply of products shall be submitted for negotiation and resolution to the
other party in writing, and the parties shall negotiate in good faith to resolve the dispute. If the
parties are unable to resolve any dispute within thirty (30) days after delivery of the written
notice of a dispute, either party may file arbitration with the American Arbitration Association,
subject to its commercial arbitration rules, with the venue of the arbitration being Raleigh, North
Carolina. The parties agree that arbitration is the sole and exclusive remedy and venue for any
dispute related to the products. To the extent deemed necessary, either party may file a
proceeding in a court that has applicable jurisdiction to compel arbitration or to enforce any
judgment, award, or order issued by an arbitrator or panel. If a proceeding is filed in a court to
enforce the arbitration provision set forth herein, or for the purposes of the arbitration, the parties
hereby submits to the personal jurisdiction of said court and waives any service of process
through the Hague or any other international body.

Golden Grove USA © Copyright 2020. All Rights Reserved.