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Terms & Conditions

COMMODITIES SALE CONTRACT TERMS AND CONDITIONS

COMMODITIES SALE CONTRACTS SHALL BE SUBJECT TO THE FOLLOWING COMMODITIES SALE CONTRACTS TERMS AND CONDITIONS (THE “SALE TERMS”) IN ADDITION TO THE COMMODITIES CONTRACT GENERAL TERMS AND CONDITIONS (THE “GENERAL TERMS”). TO THE EXTENT THERE IS ANY INCONSISTENCY BETWEEN THE SALE TERMS AND THE GENERAL TERMS, THE SALE TERMS SHALL APPLY.

  1. NGFA RULES:Except as otherwise set forth in these Commodities Sale Contract Terms and Conditions, the General Contract Terms and Conditions, or elsewhere in the Contract, a Commodities Sale Contract shall be subject to the National Grain and Feed Association trade rules in effect from time to time (the “NGFA Rules”) and Company shall have the right to require that every dispute under a Commodities Sale Contract shall be subject to arbitration under NGFA Rules of Arbitration. COPA, NOPA, and NCPA may also apply for any term not addressed in NGFA Rules, these Commodities Sale Contract Terms and Conditions, the General Contract Terms and Conditions, or elsewhere in the Contract.
  2. CONFIRMATION:J.D. Heiskell Holdings, LLC or any of its subsidiaries (as to each, “Company”) shall send a written confirmation of each sale (the “Confirmation”) to the respective counterparty (“Counterparty”), the terms of which shall constitute the terms of the contract between Counterparty and Company unless Counterparty, within forty-eight (48) hours of delivery, serves written objection or by telephone confirmed by subsequent written communication to the terms upon immediate receipt of the Confirmation. Counterparty acknowledges that although it will be bound by any Company Confirmation and notices regardless of whether Counterparty signs the Confirmation or notice, Company shall have the right to require written Confirmations from Counterparty. The terms of any Counterparty Confirmation shall either accept or reject the contract terms specified in the Company Confirmation; it shall not change such terms, and the Company hereby rejects such changed terms, except to the extent Company agrees in writing to any change. The parties agree (a) that a Confirmation from Company shall constitute a confirmation under Section 2-201 (2) of the Uniform Commercial Code as adopted by the state of the Contract Location; and (b) that the 48-hour notice period for rejection of the Confirmation specified in the Contract is sufficient in light of the nature of commodities contracts. The terms of any invoice confirming a purchase by Counterparty shall supplement the terms of the applicable Commodities Sale Contract. Notwithstanding the prior provisions of this section, the terms and conditions of brokered contracts shall continue to be determined by the applicable broker confirmation, as prescribed under NGFA Rules.
  3. MONTHLY INSTALLMENT CONTRACTS: Any Commodities Sale Contract as to which complete delivery is not anticipated to be completed within one month, or as to which no delivery period is specified shall be deemed to a “monthly installment contract.” Unless otherwise specified in the contract, all installment or “clock” contracts shall be assumed to be made and entered into on an “even take-out” basis. “Even take-out” shall be defined as requiring delivery acceptance of the amount contracted for divided by the number of months in the contract delivery acceptance period. Delivery shall be in equal monthly installments with equal installment shipments during each month the contract is in force, absent agreement of Company.
  4. ADDITIONAL COSTS: All inspection fees, inspection taxes, tonnage taxes, tariffs, duties, and tax stamps or tags are for the account of Counterparty. Commodities sold under any Commodities Sale Contract are sold on the basis of net weight when specified in the Confirmation, or, if bulk, when loaded. Company shall not be liable for moisture loss or loss due to shifting and handling in transit, or for demurrage or storage charges at destination or for any losses or costs incurred as a result of force majeure. Any increase in freight rates or any freight surcharges or any similar increase in the cost of transportation between the date of sale and the date of shipment shall be for the account of Counterparty.
  5. RETURNS OF NONCOMPLYING PRODUCT: Unless Counterparty notifies Company of any errors in the delivered product (for example, weight, quality, time or place of delivery, etc.) within forty-eight (48) hours of Counterparty’s receipt of purchased goods, the shipment is deemed to be correct.
  6. FOR DAIRY COUNTERPARTIES: Counterparty represents it intends to use any product purchased under a Commodities Sale Contract solely for its own purpose. Resale in bulk of any product purchased by Counterparty is not permitted. In the event that any product purchased by Counterparty from Company is subsequently resold by Counterparty, Counterparty agrees that such product will be in its original packaging, that it has no right to use the trademarked labels for its own use, and that Company will retain all rights to its proprietary intellectual property.
  7. FORCE MAJEURE:Company is not responsible for the inability to provide goods sold or delay in providing goods sold caused or effected by accidents, strikes, customs officials, imposition of tariffs, duties, or other levies, weather, war, riots, shortage of products or labor by manufactures, interferences or obstruction of transportation routes, carrier shortages, damage to carrier, damage to goods by carrier, any act of God, pandemics or other mass health issues, failure of utilities or telecommunications, or other causes beyond Company’s control. Company shall perform as soon as practicable after the cause of delay is removed. In the event of government price, priority, rationing, imposition of tariffs, duties, or other levies,  or other restrictive regulations shall be instituted affecting the price or distribution of the products specified in the Commodities Sale Contract after the date the Commodities Sale Contract is entered into but before the delivery of such product, Company shall have the option to cancel the remaining undelivered product by written notice to Counterparty.
  8. SECURITY INTEREST:Company is granted a security interest in all goods sold under each Commodities Sale Contract, the products and all proceeds of such goods. The security interest expressly includes without limitation all livestock, their progeny and other animals to which the products are fed, or that consume the products, and all proceeds, milk, accounts receivable, and contract rights arising therefrom or that are related to such livestock and other animals owned or managed by Counterparty. The specific products and types of products are described on the product invoice. Under the laws of the state where Counterparty is located or where the products are delivered, the sale of the products under this agreement may give rise to a lien on the goods purchased, the livestock and other animals to or for which the goods are fed or used, and the proceeds of the goods or livestock. Counterparty appoints any employee of Company or its attorney to act as Counterparty’s attorney-in-fact or agent in executing any Uniform Commercial Code financing statements, effective financing statements, notices or other documents necessary to perfect the applicable security interest or lien.
  9. DEPOSIT:If the Commodities Sale Contract calls for delivery beyond 14 days from the date of the Commodities Sale Contract, Company may demand from Counterparty as a margin deposit (the “Margin Deposit”) an amount equal to 10% of the gross value of the Commodities Sale Contract. Company shall have the right to insist that this Margin Deposit be increased from time to time to assure that the Margin Deposit is at all times prior to completion of the Commodities Sale Contract an amount (a) not less than 10% of the contract price of the undelivered product under the Commodities Sale Contract, (b) plus an amount equal to the difference between the contract price and the market price of undelivered commodities under the Commodities Sale Contract. Company may draw on this Margin Deposit whenever needed to pay any delinquent invoice on the goods to be delivered under the Commodities Sale Contract. This amount will be deemed to be a partial payment.
  10. DISCLAIMER & LIMITATION OF WARRANTIES & REMEDIES:
    A.     LIMITED WARRANTY. All products are sold “AS IS AND WITH ALL DEFECTS.” There are no warranties that extend beyond the description on the face of this limited warranty. Company makes no warranties either express or implied regarding title, quality or conformity of the products, including without limitation no implied warranty of merchantability, no implied warranty of fitness for a particular purpose, and no implied warranty arising from any course of dealing, usage of trade or advertising, except the following express warranties: (1) the title conveyed is good, and its transfer rightful; (2) the products shall be delivered free of any security interest, lien or encumbrance, except for Company’s security interest; and (3) the products will conform to the description, grade and condition of the products invoiced.
    B.     REMEDIES. Counterparty’s exclusive remedy for breach of warranty is to return the products for refund of the purchase price or replacement of the non-conforming products. Company has the exclusive right to select the remedy. Company expressly excludes liability for incidental, consequential, exemplary, punitive and other damages.
    C.     PAYMENT REQUIRED. Company’s warranties are effective only if Company has received payment in full for the products.
    D.     MANUFACTURER’S WARRANTY. The manufacturer of the products may provide its own warranty. Company does not represent or warrant the existence or scope of any manufacturer’s warranty. 
  11. TERMINATION: Unless otherwise agreed by Company and Counterparty, any Commodities Sale Contract shall terminate on the earlier of the termination date specified in such contract or when total tonnage has been shipped. Any undelivered monthly portion of such contract must be arranged for delivery before the last day of each month. Counterparty, at the option of Company, will either forfeit the undelivered quantity or Counterparty will be charged the difference between current market and contract price of any remaining product.
  12. GUARANTEE: If a guarantee is required by the Company on any Commodities Sale Contract, the Personal Guarantee in the form shown on Company’s website www.jdhco.com shall be deemed to have been executed by Counterparty. Company may require Counterparty to execute and deliver a Personal Guarantee.

SPECIAL STATE NOTICES:
Texas: The following notice is required by Chapter 188 of the Texas Agriculture Code: The sale of animal feed on credit is subject to Chapter 188, Agriculture Code. Failure to pay the agreed or reasonable charges for the feed may result in the attachment of a lien to the proceeds of the livestock for which the feed is used or the proceeds of the animal products produced from the livestock.

Effective Date: 2/25/2025

ADDITIONAL TERMS TO AUTHORIZATION FOR ACH PAYMENTS

Automatic Electronic Debits by Company and Corrections
The Company may, but is not obligated to, initiate Automatic Debits and Corrections without further notice to or input from Counterparty.  Automatic Debits may occur on or after the due date for the payment.

PAYMENT INSTRUCTIONS
Payment Instructions may be submitted by telephone, email or other Company-approved form of communication.  Payment Instructions must contain the amount of the payment(s) to be made and, if the payment is to be recurring, the start date and how often the payment should occur. Company may, but is not obligated to: (i) require Payment Instructions to be submitted in writing; and/or (ii) confirm Counterparty’s Payment Instructions in writing (including via email) (a “Confirmation”).  Company shall have a reasonable opportunity to react to any Payment Instructions or other notices from Counterparty and may decline to act on any Payment Instructions in its sole discretion. Except as otherwise required by applicable law, Company may, but is not required to, accept and rely upon any Payment Instructions or other communications using a phone or fax number, email address or other point of contact that Counterparty has, here or elsewhere identified as its or an Authorized Representative’s number or address or that Counterparty has previously used to communicate with Company.  Company may rely upon Payment Instructions provided by any person purporting to be an Authorized Person.

REVOCATION OF PAYMENT AUTHORIZATION
Counterparty may revoke its authorization for any Automatic Debit and/or for any recurring Payment Instructions by providing written notice to Company at 17220 Wright St Suite 200, Omaha, NE 68130, Attention: Treasury Department.  Written notice must specify the payment(s) to which it applies and must be received by the Company at least ten days prior to the date the debit or payment is scheduled to occur.

ADDITIONAL COUNTERPARTY AGREEMENTS
Counterparty agrees: (i) to be bound by the rules of the National Automated Clearing House Association (the “Rules”); (ii) that Company may provide such information and records as it deems necessary in connection with any third party request under the Rules pertaining to Counterparty’s authorizations and Payment Instructions; (iii) to notify Company immediately upon receipt of any erroneous Confirmation; and (iv) to give Company prior written notice of any changes to the information set forth in this Agreement or any Payment Instructions (including, but not limited to, changes to any Counterparty or Financial Institution information and changes in Authorized Persons).  Counterparty also certifies that the Account is a business account, not an account established primarily for personal, family, or household purposes.

INDEMNIFICATION
Counterparty agrees to indemnify, defend and hold Company harmless from and against any third party claims asserted against Company and any losses, cost or expenses incurred by Counterparty arising out of or related to actions taken by Company in good faith in connection with this Agreement or the ACH debits or credit contemplated hereby.  Company is not entitled to be indemnified for its own gross negligence or willful misconduct.

Important Note about Conducting Business Electronically
Company conducts business electronically with counterparties that wish to do so; counterparties are not required to conduct business electronically.  If Counterparty submits any Payment Instructions or other notices, requests, inquiries or communications to Company electronically, Counterparty will be considered to have agreed to conduct business electronically.  For purposes of this paragraph, “electronically” includes, but is not limited to, a method of communications that uses the internet, a mobile device application (or “app”), a text message, an email, a facsimile transmission, or an interactive voice response system.  All communications that Counterparty submits electronically shall be considered an “electronic record” containing Counterparty’s “electronic signature,” under applicable federal and state laws and shall be as effective, enforceable and valid as if a paper version of the relevant communication were delivered to Company containing Counterparty’s authorized original written signature. Company may communicate with Counterparty electronically (but Counterparty may request a paper copy of any communication). Counterparty may revoke its agreement to conduct business with Company electronically by sending 30 days’ prior written notice of such revocation.  Such notice must be manually signed by Counterparty and transmitted by certified mail, return receipt requested. Any such revocation shall be effective prospectively only following actual receipt by Company.  Electronic communications involve risks, including the risk of interception by third parties.  Counterparty hereby releases Company from all liability relating to the fact that a communication was provided in electronic form or transmitted by electronic means.

Effective date: 2/25/2025

 

 

ELECTRONIC COMMUNICATIONS TERMS AND CONDITIONS

Counterparty (as defined in the Commodities Contract, and the Commodities Purchase Contract or the Commodities Sale Contract) is agreeing to conduct business with Company electronically and Counterparty is agreeing to the following terms. Counterparty agrees that, except as otherwise required by applicable law, Company may communicate with Counterparty electronically and that communications may be provided to Counterparty in electronic form or transmitted by electronic means. Such communications may include, but are not limited to, notices, disclosures, transmittals of documents, and other communications, including communications that notices applicable to Counterparty have been published on Company’s website. Counterparty also agrees that, except as otherwise required by applicable law, Company may accept and rely upon documents that Counterparty agrees to electronically. Such documents may include, but are not limited to, the Application and any and all contracts, credit agreements, promissory notes, security agreements and other documents that Counterparty enters into with Company. Electronic agreement may occur in various manners, including but not limited to, in the manner indicated when the document is communicated to Counterparty. Company may, in its sole discretion, accept communications of Counterparty’s agreement in any other manner, including agreement indicated by an electronic sound, symbol or process associated with the relevant document. Company may accept agreement from Counterparty online, through use of a mobile device application (or “app”), via text message, email or facsimile transmission, or through any other means of communication. All such documents that Counterparty agrees to electronically shall be considered an “electronic record” containing Counterparty’s “electronic signature,” under applicable federal and state laws. Counterparty’s electronic agreement shall be as effective, enforceable and valid as if a paper version of the relevant document were delivered to Company containing Counterparty’s original written signature. Each document that Counterparty agrees to electronically shall for all purposes (including perfection of security interests and admissibility of evidence) be considered the sole original authenticated document and shall be effective as a transferable record. Counterparty agrees not to raise the manner or means that Counterparty used to agree to a document or to communicate Counterparty’s agreement to Company as a defense to the enforcement of that document. Counterparty may request a paper copy of any document. Counterparty may revoke Counterparty’s agreement to receive electronic communications or to conduct business with Counterparty electronically by sending 30 days’ prior written notice of such revocation. Such notice must be manually signed by Counterparty and transmitted by certified mail, return receipt requested. Any such revocation shall be effective prospectively only. Counterparty may refuse to conduct further transactions electronically. If Counterparty electronically agrees to a document, Counterparty will not be considered to have refused to conduct that transaction electronically. In the event of any conflict between the terms of this paragraph and the terms of any other document entered into between Counterparty and Company regarding electronic signatures or communications, then as to such other document, the terms of such other document shall control.

Electronic communications involve risks, including risk of interception by third parties. Except insofar as such liability is not waivable under applicable law, Counterparty hereby releases Company from all liability relating to the fact that a communication was provided in electronic form or transmitted by electronic means. Counterparty agrees to provide Counterparty’s e-mail address and phone number for text messages to Company and to notify Company within ten (10) days if Counterparty changes such e-mail address or phone number. Any communication sent to Counterparty by e-mail or text message will be deemed received when sent to an e-mail address or phone number that Counterparty provided to Company or that Counterparty has used to communicate with Company. If Counterparty agrees to a document electronically, Counterparty agrees that the electronic method Counterparty uses reliably establishes Counterparty’s identity and, where relevant, Company’s identity as a holder. To the extent, if any, that any document constitutes chattel paper (as defined in the Uniform Commercial Code), no security interest in such document may be created through the transfer or possession of any counterpart or copy thereof, other than the document produced by the electronic method Company specifies.

Effective Date: 2/25/2025