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Terms & Conditions

COMMODITIES CONTRACT GENERAL TERMS AND CONDITIONS

The following general terms and conditions are applicable to all contracts between J.D. Heiskell Holdings, LLC or any of its subsidiaries (as to each, “Company”), with one or more of its customers, sellers, vendors or suppliers (as to each, “Counterparty”), unless modified in a writing signed by both Company and Counterparty. Certain Contracts will be for the purchase of commodities from Company (as to each such Contract, a “Commodities Sale Contract”) or the sale to Company of commodities (a “Commodities Purchase Contract”). Other terms and conditions will be applicable to a Contract: i.e., Commodities Contracts will be subject to the Commodities Purchase Terms or Commodities Sale Terms, as applicable. 

Contracts for the sale or purchase of products and services other than commodities (“Vendor Contracts”) will be subject to the Vendor Contract Terms. In addition, Contracts may from time to time be subject to special terms and conditions which are set forth in a Special Terms Appendix.

  1. FOR MERCHANT COUNTERPARTIES: Counterparty warrants that all purchases made under the terms of a Commodities Contract shall be for commercial purposes and that Counterparty is a merchant with respect to the types of goods which will be purchased.
  2. OPEN ACCOUNT SALE, PAYMENTS AND INTEREST: All purchases on open account are due and payable in accordance with the invoice payment terms thereon, unless otherwise agreed to in writing. Amounts unpaid by Counterparty shall accrue interest at the rate of 1.5% per month or 18% per annum. Except as otherwise directed all payments shall apply first to any accrued interest, then to the oldest unpaid invoices. Company may in its discretion offset any amounts owed by Counterparty to Company against any amounts owed to Counterparty from Company or any of its affiliates.
  3. DEFAULT: If Counterparty’s account is not paid when due, or if Counterparty has not complied with any other term or condition of Counterparty’s Business Relationship Application (the “Application”), the terms of a Commodities Contract, or any other written agreement with Company, then Counterparty is immediately in default without further notice to Counterparty. Counterparty represents that it is not insolvent, as that term is defined in the Uniform Commercial Code. In the event that Counterparty’s financial condition is found to be or becomes unsatisfactory, Company shall have the right to terminate any Commodities Contract then in effect if Counterparty does not provide assurances or collateral satisfactory to Company to secure Counterparty’s performance on all open Commodities Contracts.
  4. REMEDIES ON DEFAULT: If Counterparty is in default, then Company may, at its sole discretion and without further notice to Counterparty, exercise any one or more of the following actions and remedies: (a) temporarily or permanently suspend any further product shipments to or purchases from Counterparty, (b) temporarily or permanently suspend Counterparty’s credit, (c) temporarily or permanently conduct business with Counterparty only if Counterparty pays cash on delivery (“C.O.D.”) for purchases under Commodities Sales Contracts or if Counterparty pays in advance for its obligations under any Commodities Contract, (d) temporarily or permanently close Counterparty’s account and terminate any further transactions with Counterparty, (e) exercise rights, if any, as a secured creditor pursuant to Commodities Contract and any rights created under any applicable law, (f) collect amounts owed to Company, including without limitation, initiating a lawsuit and seeking a pre-judgment writ of attachment or restraining order without the necessity of posting a bond, (g) take any other action or remedy because of Counterparty’s default, including, but without limitation, the remedies listed in this paragraph and set-off. Company is not obligated to (a) restore Counterparty’s account and credit, or (b) provide Counterparty with any other account or credit terms even if Counterparty pays the past due amounts in full and satisfies any other requirements of Company. Failure by Company to exercise a remedy does not waive any future default or constitute a course of dealing between the parties. All waivers and amendments must be in writing. If Company is the prevailing party in any dispute or litigation under any Commodities Contract, it shall be entitled to recover all costs of collection, including reasonable attorney’s fees.
  5. REPUDIATION: If Company determines Counterparty has defaulted, breached or in any way repudiated a part or the whole of a Commodities Contract, Company will advise Counterparty. Counterparty shall immediately notify Company of its ability and/or intent to complete the Commodities Contract. If Company determines Counterparty has committed such default, breach or repudiation, Company may elect to: (a) grant to Counterparty, upon mutual agreement in writing between the parties, an extension of the time for delivery; (b) cancel any or all remaining portions of a Commodities Sales Contract and sell the commodity in a commercially reasonable manner and recover the difference between the contract price and the resale price together with any incidental damages; or (c) cancel any and all remaining portions of a Commodities Purchase Contract and purchase the commodity in a commercially reasonable manner and recover the difference between the contract price and the purchase price together with any incidental damages.
  6. DISPUTES:  Company has the right to seek National Grain and Feed Association (“NGFA”) arbitration of any dispute between Counterparty and Company; such proceedings will be governed by NGFA Arbitration Rules. Counterparty hereby knowingly and intentionally waives the right to a jury trial on any issue or dispute (whether sounding in tort, contract or otherwise) in any way arising out of, related to, or connected with the relationship to Company. Counterparty and Company are the only parties to any Commodities Contract, and there are no intended or incidental third party beneficiaries. COPA, NOPA, and NCPA may also apply for any term not addressed in NGFA Rules, these Commodities Contract General Terms and Conditions, or elsewhere in the Contract.
  7. PERSONAL AND FINANCIAL INFORMATION: By providing its personal and/or financial information to Company, Counterparty consents to Company’s use of its personal and financial information and directs Company to share this personal information with Company’s affiliates, subsidiaries, business partners, and other third parties insofar as such usage and sharing is reasonably necessary in order to enable Company to conduct due diligence or provide its products and services to Counterparty.
  8. INDEMNIFICATION: To the fullest extent permitted by law, Counterparty shall defend, protect, indemnify, and save harmless Company, its members, managers, directors, officers and employees (as to each, a “JDH Indemnified Party”) from losses and claims relating to any product purchased from or sold to Company under any Commodities Contract and arising from or in connection with (a) any misuse, disposal, and/or environmental release of any such product while title is held by Counterparty or the product is under Counterparty’s control; b) loss or damage to persons or property which occurs during the course of delivery to or by Counterparty or possession by Counterparty of such product; or (c) breach of Counterparty’s obligations under any Commodities Contract, except in each such case to the extent such loss or damage was caused solely by the gross negligence or willful misconduct of such JDH Indemnified Party.
  9. ENTIRE AGREEMENT: Each Commodities Contract shall represent the final, complete and exclusive statement of agreement between the parties and may not be altered, modified, supplemented or waived, except in writing by both parties. Each Commodities Contract, and any amendments thereto agreed to mutually by Counterparty and Company, shall be binding upon and inure to the benefit of the parties thereto and their respective heirs, personal representatives and successors of the respective parties. A Commodities Contract may be assigned by Counterparty with the written permission of Company, but no assignment shall relieve Counterparty from its obligations thereunder. Company may assign its rights and/or liabilities under a Commodities Contract at any time but such assignment shall not relieve Company from its responsibilities thereunder.
  10. SEVERABILITY: If any term or other provision of any Commodities Contract is determined to be invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other conditions and provisions of such Commodities Contract shall nevertheless remain in full force and effect.
  11. ELECTRONIC COMMUNICATIONS: Company prefers to conduct its communication with Counterparties and guarantors of Counterparty obligations (“Guarantors”) through electronic communications. In addition, if Counterparty submits any purchase order, the Application or a Commodities Contract confirmation electronically, Counterparty shall be considered to have consented to conduct business with Company electronically according to the attached terms. “Electronically” includes but is not limited to a method using the internet, a mobile device application, a text message, an email, a facsimile transmission or an interactive voice response system.

Effective Date: 2/25/2025