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Terms & Conditions

COMMODITIES PURCHASE CONTRACT TERMS AND CONDITIONS

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

  1. NGFA RULES: Except as otherwise set forth in these Commodities Purchase Contract Terms and Conditions, the General Contract Terms and Conditions, or elsewhere in the Contract, a Commodities Purchase 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 Purchase 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 Purchase 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 to the respective counterparty (“Counterparty”) of each purchase by Company from Counterparty (the “Confirmation”), the terms of which shall constitute the terms of the contract between Counterparty and Company unless the 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 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. 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 Purchase 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, duties, tariffs, and tax stamps or tags are for the account of Counterparty. Commodities sold under any Commodities Purchase Contract are sold on the basis of net weight at that market specified, 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 that are outside Company’s control. 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: Company shall notify Counterparty promptly of any disputes concerning any delivered product. Company and Counterparty shall exercise reasonable efforts to resolve such disputes as soon as possible. Upon resolution of a dispute Company shall be entitled to a prompt refund or, at Company’s option a credit, for the agreed adjustment amount. If the dispute is not resolved between the parties, it is subject to resolution in accordance with the General Terms and Conditions.
  6. DEFAULTS, REMEDIES: Notwithstanding any NGFA Rules, or other applicable trade rules pursuant to the Commodities Contract, if Counterparty defaults as to any installment of any Commodities Contract, Company may at its option declare all subsequent installments under any open Commodities Contracts also in default, and may exercise its rights and remedies for any such subsequent installments. Counterparty will be charged, at the option of Company, (a) an amount owed as to all losses incurred by Company in purchasing the commodities not delivered by Counterparty, or (b) the difference between current market and contract price of any remaining product, as set forth in the NGFA Rules. This right is in addition to any remedies available to Company under the General Terms.
  7. MISCELLANEOUS: 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 Purchase Contract after the date the Commodities Purchase 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. TERMINATION: Unless otherwise agreed by Company and Counterparty, any Commodities Purchase Contract shall terminate on the earlier of the termination date specified in such contract or when total tonnage has been shipped.
  9. GUARANTEE: If a guarantee is required by the Company on any Commodities Purchase Contract, the Personal Guarantee in the form shown on Company’s website www.cscco.com shall be deemed to have been executed by Counterparty. Company may require Counterparty to execute and deliver a Personal Guarantee.

SPECIAL STATE NOTICES:
Nebraska: Whole grain purchases in the State of Nebraska by Company are subject to the following terms and conditions:

WARNING TO SELLER:

Effective August 27, 2016. You will have no recourse to the grain dealer’s security posted with the Nebraska Public Service Commission (NPSC) unless you are a Nebraska producer and you (1) demand payment from the grain dealer within fifteen (15) days after the date of the last shipment of any contract; (2) negotiate any negotiable instrument issued as payment for your grain by the grain dealer within fifteen (15) days after its issuance; and (3) notify the NPSC PO BOX 94927, Lincoln NE 68509-4927, within fifteen (15) days after an apparent loss. The grain dealer’s security shall provide security for direct delivery grain until a post-direct delivery storage position is created for a period not to exceed fifteen (15) days after date of the last shipment of grain. Direct delivery of grain may affect the eligibility of the grain for participation in federal price support programs.

Neb. Rev. Stat. § defines a producer as “the owner, tenant, or operator of land in this state who has an interest in and receives all or part of the proceeds from the sale of grain produced on that land.”

Effective date: 2/25/2025