Organic Contracts

1. If not already provided to GBC, then at signing, the Seller must provide an electronic copy of

a. Their current Organic Certificate, including crop list and
b. An Organic Certificate and crop list representing the year the Goods were grown or manufactured.

Email to GBC at gbcadmin@grasslandsltd.com or fax to 306-912-7606.

Forward Contracting/Contracts with Act of God

1. The Seller agrees to provide GBC with proof of crop insurance, should they have any.

2. In the event that the Seller claims full Act of God on any Contract achieved by GBC, the Seller is still responsible for compensating GBC with the estimated Seller’s Fee. Regardless of crop failure, as the fees GBC charges are directly related to the work done in achieving the Contract from the Buyer to the Seller.

General

1. Failure to sign this Broker’s Note does not constitute a refusal of this transaction nor the terms listed herein.

2. Both the Buyer and the Seller agree to be bound by their actions and by GBC’s actions, where GBC has acted on their behalf in accordance with this Agreement, their other lawful instructions and with any Contract.

3. Both the Seller and the Buyer agree that GBC has acted and will act in accordance with their lawful instructions when performing the Broker Services.

4. This Broker’s Note constitutes a binding agreement between the Seller and Buyer, as such, both parties will enter into a Contract with each other for the purchase and sale of the Goods (“Contract”). The Contract is between the Seller and the Buyer, GBC is not a party to the Contract and has no legal obligations under the Contract.

5. The Seller agrees to follow all relevant laws, regulatory rules and industry protocols, customs, practices and processes that they or the Goods are subject to.

6. The Seller agrees that they have provided GBC with accurate information about the Goods Brokered here, they represent and warrant now that the Goods they are selling are fit for the purpose for which they are selling them, are free from defects, and comply with all laws and regulations; that they own the Goods and have the right to sell the Goods; that the Goods are free of any encumbrance and all other adverse interests; and that all of the information and samples you have supplied to GBC or Buyers regarding the Goods, is true and accurate.

7. The Seller agrees that in the event that their actions or omissions are the direct or indirect cause of a Buyer rejecting the Goods subject to a Contract, they will be responsible to pay GBC the estimated Seller’s Fees and Broker Fees payable to GBC under this Agreement, notwithstanding any termination of the Contract.

8. The Buyer represents and warrants now that they are solvent and capable of performing their obligations under this Broker Note and subsequent Contract.

9. In the event that the Buyer has not moved the Contracted Goods in full by the period end date as noted on this Broker Note and as agreed upon by all Parties, the Seller has the right to:

a. Deem the Buyer in default and claim the Contract as null and voided without worry of damages*1 OR
b. Remain in Contract with the Buyer but claim storage Fees at the rates as outlined in Clause 10 of the “General” Terms & Conditions.

This clause is void if the Contract period is delayed at the Seller’s request.
*Should the Seller choose this option, the Buyer is responsible for compensating GBC with the estimated Broker’s Fee and Seller’s Fee lost.

10. The Buyer and Seller agree to not attempt to do business with or otherwise solicit any Buyers or Sellers found or otherwise referred to them by GBC for 24 months from the first date of Contract. Should such circumvention occur, GBC shall be entitled to any Fees from both the Buyer and Seller that would have been due pursuant to this Agreement and relationship. This clause and condition is waived if the Buyer and/or the Seller can demonstrate a pre-existing relationship within the last two years, backdated from the date of this Broker Note.  This condition is also waived should these same two parties be brought together by an external, third partner, arm’s length entity.

11. Further to the above clause, the Buyer agrees that in the event their actions or omissions circumvent or delay the position of GBC, the result of which prevent GBC from realizing or recognizing its Fees, GBC shall be entitled from the Buyer to any Fees that would have been due pursuant to this Agreement plus interest on the amount owing at a rate per annum equal to the Prime Rate of the Royal Bank of Canada plus 6%, payable monthly from the due date for the payment until total amount owing is paid in full. This clause and condition is waived if the Buyer and/or the Seller can demonstrate a pre-existing relationship within the last two years, backdated from the date of this Broker Note.  This condition is also waived should these same two parties be brought together by an external, third partner, arm’s length entity.

12. The Buyer agrees that in the event it fails to provide to GBC the same supporting documentation to the payment as they provide to the Seller, at the same time as they provide it to the Seller that GBC may charge to the Buyer, payable by the Buyer, interest on the amount owing from the Seller at a rate per annum equal to the Prime Rate of the Royal Bank of Canada plus 6%, payable monthly from the due date for the payment until the supporting documentation is provided.

13. All Parties shall not, during the term of this Agreement and within two years after its expiration, disclose any proprietary or confidential information relating to this Broker’s Note without prior written consent of GBC.

14. This Broker’s Note shall be governed and construed in accordance with the laws of the Province of Saskatchewan. Jurisdiction for any dispute arising out of this Contract shall be in the courts of Saskatchewan.