Ball STS Terms and Conditions of Request for Services

CUSTOMER'S WARRANTIES: In the event of sale of primed and/or pelletized seed by Customer, Seed Technology Services (STS) does not adopt or ratify any warranty, express or implied, made by Customer, and STS shall have no liability thereunder. Customer agrees to defend, indemnify and hold STS harmless from and against any liability of any kind to any person whatsoever arising out of any warranty, express or implied, made by Customer in connection with any sale of the primed and/or pelletized seed.

LOSS OR DELAY IN TRANSIT: STS shall not be responsible for any loss or damage sustained in the shipment of seed from Customer to STS. In case of loss or damage sustained in the shipment of seed from STS to Customer, the liability of STS shall in no event exceed the value of the seed as declared by Customer on their Commercial Invoice or the fair market value of the seed, whichever is less. STS shall not be responsible for any loss or damage resulting from delays in the shipment of seed.

LIMIT OF LIABILITY FOR LOSS OR DAMAGE: In no event shall the liability of STS for loss or damage to Customer's seed exceed the value of the seed as declared by Customer on their Commercial Invoice or the fair market value of the seed, whichever is less. If no seed value is declared, the value shall be deemed to be One Thousand Dollars ($1,000).

REQUIRED NOTICE: Customer must report any claimed defects or problems to STS immediately upon discovery and forward an inspection report. No liability shall be asserted against STS unless notice of the claimed defect or problem is received by registered mail within thirty (30) days after such defect or problem is or should have been discovered.

PAYMENT AND SECURITY: The full invoice amount is due and payable within thirty (30) days after invoice date. All payments shall be made in U. S. funds.

LATE CHARGE: Customer agrees that in the event of a default in the payment of any amount when due, STS SHALL BE ENTITLED TO COLLECT A LATE CHARGE IN THE AMOUNT OF 1.5% PER MONTH (18% PER YEAR) OR THE MAXIMUM RATE ALLOWED BY LAW, WHICHEVER IS LESS, ON ALL AMOUNTS PAST DUE FROM THE DATE DUE UNTIL THE DATE PAID, in addition to all other rights and remedies available to STS under law.

SECURITY INTEREST: Customer hereby grants STS a security interest in the processed seed and the proceeds thereof, including accounts receivable, to secure payment for STS's services, any other amounts due to STS hereunder, and all costs and expenses, including reasonable attorney's fees, incurred by STS in taking, holding, preserving or disposing of the processed seed in the event of Customer's default. Customer agrees to execute and deliver to STS all financing statements and other instruments and to take all other steps which, in STS's opinion, are necessary to evidence or perfect STS's security interest in the merchandise.

CONFIRMATION AND GOVERNING LAW: All orders and contracts are subject to acceptance or rejection by STS at its offices in West Chicago, Illinois. The law of the State of Illinois shall govern the rights, duties and obligations of the parties. Customer hereby submits to the jurisdiction of the courts of Illinois as to any dispute arising out of the contract between the parties and agrees that any obligation between the parties shall be brought in the Circuit Court of DuPage or Cook County, Illinois. In the event of litigation, the prevailing party shall be entitled to recover reasonable attorney's fees in addition to any other award.

INTEGRATION AND MODIFICATION: The terms and conditions of the request for services stated herein and on the face hereof constitute the final, complete and exclusive agreement of the parties and all prior negotiations and agreements with salesmen or other agents of STS are merged herein. Customer acknowledges that it has not relied upon any representations not contained herein. No modification of the terms and conditions of sale shall be of any force or effect unless in writing and signed by STS at its offices.

SURVIVAL: If any provision of the terms and conditions of the request for services stated herein and on the face hereof shall for any reason be held prohibited by or invalid under applicable law, in whole or in part, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions hereof.

APPLICATION TO BALL HORTICULTURAL CO.: The terms and conditions of the request for services applicable to STS shall apply with the same force and effect to Ball Horticultural Co. and its other divisions.