TERMS AND CONDITIONS OF
USE – Updated August 10, 2016
PROVIDED: Ag Link, Inc (“AgLinkf2s.com”) provides a virtual marketplace
whereby producers of agricultural commodities (“Vendors”) can sell directly to
end users of such commodities (“Buyers”), and end users can purchase directly
from producers, thus eliminating middlemen, such as brokers, commission
merchants and dealers. AgLink.com also makes it more convenient for Buyers
by allowing contracts with multiple Vendors to be bundled for billing purposes
– thereby reducing paperwork. Thus, AgLink.com provides both a virtual
farmers’ market with a convenient billing service.
AND CONDITIONS: All sales of Product through AgLinkf2s.com shall be made
pursuant to the following terms and conditions:
POSTS: Vendor shall list the specification and price information for each
product (each a “Product”) it posts for sale on AgLinkf2s.com (each a
“Post”). If the Vendor provides delivery service then Vendor shall be
responsible for the costs of shipping the Product to Buyer. If price will
vary depending on the distance the Product must be shipped to the Buyer, Vendor
must so specify.
PURCHASES: Upon confirming an on-line order, Buyer agrees to pay for the
Product and for the services provided by Ag Link as herein provided. The
issuance of a purchase order by Buyer shall not modify the terms of the
contract for the purchase and sale of the Product using the AgLinkf2s.com. If
Buyer is a governmental agency, the issuance of a purchase order by Buyer shall
constitute Buyer’s formal approval of the terms and conditions set forth
herein. Similarly, if Vendor issues an invoice in connection with the sale
of the Product, such invoice shall not modify the terms and conditions set
SPECIFICATIONS & GRADING: The Product shall be delivered at Buyer’s
specified “Point of Delivery” and shall meet the specification set forth in Vendor’s
Post. Buyer shall have the right to grade the Product at the Point of Delivery
as the Product is unloaded. No deliveries shall be scheduled on Saturdays,
Sundays, or legal holidays, unless by mutual written agreement between Buyer
Buyer may reject nonconforming loads of the Product in whole or in
commercially reasonable lots (“Nonconforming Load”). Buyer shall promptly
give written notice of any such rejection to Ag Link. To be effective,
notice of a Nonconforming Load must be sent via electronic mail or facsimile on
the day of delivery, together with a copy of the shipping manifest and bill of
lading. Upon timely receipt of notice of a Nonconforming Load:
1. An Ag Link
representative will investigate the complaint, requesting photographs and
details all of which will be sent to supplier.
Ag Link will mitigate between buyer and seller to seek an amicable
solution for both parties.
2. If deemed not
resolvable otherwise, Seller shall, at its sole cost and expense, be
responsible for pickup and/or disposal of the Nonconforming Load. Buyer
shall have no obligation to take any steps to protect a rejected Nonconforming
Load. Seller will reimburse Buyer for any costs and expenses incurred in
connection with a Nonconforming Load. The rejection of any Nonconforming Load
shall not relieve the Seller of his obligation to deliver the balance of the
Product, and to this extent this contract is severable.
3. Ag Link, on behalf
of Seller, shall adjust and re-issue the invoice with respect to such
Nonconforming Load to reflect only that part of the Product accepted by Buyer,
CHARGES: As compensation for the services provided hereunder, Buyer agrees
to pay AgLink.com a commission equal to 2.5% of the cost of all Product
purchased (determined before sales tax).
F. INSURANCE: As
additional consideration for the services provided by Ag Link, within 5 days of
registration to use the AgLinkf2s.com, Seller shall provide, via email or
facsimile, a Certificate of Insurance that names Ag Link, Inc as the
certificate holder and additional named insured.
G. INDEMNITY: Buyer
and Seller acknowledge that Ag Link is not acting as a broker, commission merchant,
or dealer, as such terms are defined in the Perishable Agricultural Commodities
Act. Buyer and Seller hereby RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS AND
COVENANT NOT TO SUE Ag Link, Inc, its officers, servants, agents, and
employees, from any loss, cost, expense (including without limitation
attorneys’ fees), penalty, fee, action, claim, liability and/or damage arising
out of, suffered, or incurred with respect to (i) Buyer’s and Seller’s (respectively)
use of Ag Link’s services, regardless of fault; (ii) the quality or quantity of
Product purchased from a Post; (iii) the sale or attempted sale of Product with
a Post; (iv) the purchase or attempted purchase of Product from a Post; (v) the
delivery or attempted delivery of Product ordered from a Post; and/or (vi) any
claim, assertion, or determination, that Ag Link is acting as a broker,
commission merchant, or dealer in connection with the purchase, attempted
purchase, sale or attempted sale of Product.
Within 30 calendar days of acceptance of Product, or any portion thereof,
Buyer shall remit payment therefore, without demand, offset, or adjustment. Seller shall be paid by Ag Link per PACA
OF TITLE: Title shall pass to Buyer upon grading and Buyer’s acceptance of the
Ag Link provides most hauling services on merchandise
OF EXCLUSIVE SALE AND ENCUMBRANCES: Seller represents that it has not sold or
contracted to sell the Product to anyone else, and that the Product is and will
be kept free of mortgages, liens, or other encumbrances.
EXCUSED: Each party shall be excused from performance under this contract while
and to the extent that it is unable to perform by reason of fire, storm, flood,
earthquake, explosion, war, rebellion, insurrection, and any act of
governmental or military authorities.
OF TERMS OF CONTRACT OR BREACH THEREOF: No failure or omission by either party
to insist upon or enforce any of the terms of this contract breached by the
other shall be deemed a waiver unless such waiver shall be in writing. Neither
Ag Link, Buyer, or Seller shall have any authority to waive, change or add to
any of the terms or conditions specified herein except by a writing duly
executed by all parties.
If any controversy involving a question of fact shall arise hereunder between
the parties hereto, such controversy shall be determined by arbitration. All
arbitrations shall be by three arbitrators, one of whom shall be appointed by
Ag Link, one by the Seller, one by the Buyer. No officer, employee, agent or
representative of the Federal Government or any department thereof or of any
State, County, City or Municipal Government or any branch or department thereof
shall be eligible to act as an arbitrator under this agreement. The
determination of the majority of the arbitrators shall be binding and final
upon the parties hereto.
FEES. If any party files suit or demands arbitration to enforce the
obligations of any other party to this Agreement, the prevailing party shall be
entitled to recover from the non-prevailing party all costs of suit, including,
without limitation the reasonable fees and expenses of its attorneys.