CROP TERMS

Plant this spring. Pay at harvest.

Crop Terms are extended payment terms for growers. Complete a simple credit application, and once you are approved, you can pay for the seed you receive this spring at harvest in the fall.

1. 1ApplyComplete the credit application with your farm and financial information.
2. 2Get approvedWe review your application and send an approval letter with your 2027 seed order, pricing and finance charges.
3. 3PlantYour seed is delivered during the spring 2027 planting season.
4. 4Pay at harvestPay your seed balance in full by November 1, 2027.

PAYMENT TERMS

By signing below, Grower agrees to the following payment terms for products purchased:

1. Corn and Soybean Seed Payment Terms & Maturity Date: Extended payment terms apply to seed purchases only. Full payment for all corn and soybean seed delivered during the spring of 2027 is due no later than November 1, 2027 (“Maturity Date”).

2. Chemicals, Fertility, Cover Crop, and Wheat Payment Terms: All other product purchases are due Net 30 days from the date of delivery. Unless otherwise approved, extended terms only apply to Axis Corn and Soybean Seed purchases.

3. Product Delivery: Seed will be delivered during the Spring 2027 planting season. Grower acknowledges receipt of product upon delivery and accepts responsibility for all product received. Title and risk of loss pass to Grower upon delivery. Grower is responsible for proper storage and handling of all products.

4. Failure to Pay: Applicant failing to make any payment to Tidewater Seed when due will be considered in default of this Agreement. Tidewater Seed may, at its sole discretion, apply a 2.5% monthly finance charge (the 1.0% monthly finance charge plus a 1.5% monthly late fee) against any open balance due beyond the Maturity Date.

ADDITIONAL TERMS & CONDITIONS

5. Credit Approval: Extended terms are subject to credit approval. Tidewater Seed reserves the right to modify or revoke extended terms based on credit review. Upon credit approval, Tidewater Seed will issue an approval letter which will outline specific information regarding your 2027 Seed order, pricing, and any finance charges associated with terms extension.

6. Balance Sheet Requirement: Applicant must submit a simple farm balance sheet with this application. The balance sheet should include a summary of assets, liabilities, and net worth assisting in the credit approval process. Completion of the balance sheet section within the “Farms Operations & Financial Information” section of this document, will suffice for satisfaction of the balance sheet requirement.

7. Maturity Date, Renewal, and Extension: Applicant acknowledges credit provided by Tidewater Seed will discontinue at the Maturity Date. Tidewater Seed, at its sole discretion, may conduct an annual review of the Applicant’s account and credit limit and terms and consider renewing, extending, or adjusting Applicant’s credit limit and terms.

8. Events of Default: The occurrence of any of the following will constitute an “Event of Default” under this Agreement: (a) Applicant fails to make any payment to Tidewater Seed when due; (b) one or more judgments, orders, or awards for the payment of money are entered against Applicant; (c) Applicant submitting in writing Applicant’s inability to pay its debts as they become due; (d) Applicant insolvency and/or bankruptcy or personal insolvency and/or bankruptcy of any officer, member, or partner; (e) merger, consolidation, or sale of all or substantially all assets.

9. Remedies: Upon the occurrence of any Event of Default, Tidewater Seed, at its sole discretion, may declare all open balances due immediately. Credit extended by Tidewater Seed will immediately cease and terminate. Tidewater Seed shall have all remedies available to it at law or equity.

10. Governing Law, Venue: Applicant acknowledges this Agreement will be governed by and interpreted in accordance with the laws of the State of Maryland. The parties irrevocably consent to the exclusive jurisdiction of the courts of Maryland and venue in Talbot County, Maryland in respect to all matters relating hereto and irrevocably waive, to the fullest extent permitted by applicable laws, any assertion of inconvenient or inappropriate forum or other objection respecting conflict of laws.

11. Jury Trial Waiver: Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or related to this Agreement or the transactions contemplated hereby.

RETURN POLICY

CERTIFICATION

By signing below, I certify that: (1) all information provided in this application is true, accurate, and complete to the best of my knowledge; (2) I am authorized to submit this application on behalf of the farm/business listed above; (3) I authorize Tidewater Seed to verify any information provided and obtain credit reports as necessary; and (4) I understand that providing false or misleading information may result in denial or revocation of credit privileges and may constitute fraud.

BY APPLYING FOR THE EXTENSION OF CREDIT AND EXECUTING THIS CREDIT APPLICATION, APPLICANT ACKNOWLEDGES IT HAS READ, UNDERSTOOD, AND AGREES TO THE TERMS AND CONDITIONS OF THE COMMERCIAL CREDIT AGREEMENT SET FORTH IN ATTACHMENT A HEREIN; AND THAT IT HAS RECEIVED A COPY OF SUCH AGREEMENT.

Attachment A: Commercial Credit Agreement

Terms: Subject to Applicant’s continued compliance with this Agreement and the absence of an Event of Default (defined herein), Company may advance to Applicant the amounts necessary for payment of goods ordered by Applicant from Company or Affiliate from time to time, but which shall not exceed in the aggregate at any one time outstanding the “Amount” set forth above. This Agreement shall apply to all goods supplied by Company or Affiliate to Applicant at any time following the date of its full execution and shall supersede any conflicting provision in any applicable purchase order, invoice, and other terms and conditions. Time of delivery is not of the essence. Price shall be determined by reference to the applicable invoice. Company may terminate this Agreement and cancel orders for any reason at its convenience, including Applicant’s failure to make timely payments or an Event of Default. This Agreement shall expire upon expiration of the “Term” set forth above and full payment of Applicant’s outstanding obligations hereunder.

Payment: Credit shall be subject to the Credit Application and approval. Applicant shall timely pay in full all amounts due within the time set forth in “Term” above. Any credit advanced by Company to Applicant shall accrue interest at an interest rate of 1.0% per month (annual percentage rate 12%), each month during the Term. ANY ACCOUNT NOT FULLY AND TIMELY PAID WITHIN THE TERM WILL BE ASSESSED A LATE FEE OF 1.5% PER MONTH (ANNUAL PERCENTAGE RATE 18%), EACH MONTH, IN ADDITION TO THE 1.0% MONTHLY INTEREST CHARGE, FOR A TOTAL OF 2.5% PER MONTH (ANNUAL PERCENTAGE RATE 30%), BASED ON THE TOTAL UNPAID AMOUNT FOR ALL GOODS UNTIL THE OVERDUE AMOUNT AND FEES ARE FULLY PAID. Payments shall be applied first to all late fees and collection costs owed, then to the overdue payments for goods owed, in order from oldest due date. In the event late fees exceed the maximum rate allowed by law, they shall be reduced to the maximum amount allowed by law.

Acceptance and Risk of Loss: The parties warrant and represent that the person(s) signing this Agreement on behalf of the parties and accepting the goods on behalf of Applicant are authorized agents. Risk of loss of goods passes to Applicant upon the earlier to occur of (i) any payment by or on behalf of Applicant therefor; (ii) tender of goods to the applicable transportation provider for delivery; (iii) incorporation of goods into Applicant’s job-site or facility; or (iv) any act by the Applicant inconsistent with the Company’s ownership.

Collection Costs: Applicant shall be responsible for all collection costs, including bounced check fees, attorney’s fees and costs, and other related expenses actually incurred by Company in enforcing the terms of this Agreement.

Waiver; Amendment: Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or related to this Agreement or the transactions contemplated hereby. Company may modify any term of this Agreement, without Applicant’s consent, upon 30 days written notice to Applicant at the address listed above.

Continuing Representations of Applicant: Applicant represents and warrants, all of which shall be continuing representations and warranties as long as this Agreement is in effect, that: (i) this Agreement evidences an extension of credit for a commercial purpose within the meaning of Md. Code, Commercial Law Article and any advance shall be used only for a business purpose and not for any personal, family or household purpose; (ii) if Applicant is a business entity, it is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it was formed and is duly authorized to do business in each jurisdiction where it operates, including Maryland; (iii) if Applicant is a business entity, the execution, delivery, and performance by the Applicant of this Agreement is within its power and authority, does not violate its governing documents, and has been duly authorized by all necessary organizational actions; and (iv) neither this Agreement nor any application provided to Company by or on behalf of Applicant contains any statement of fact that is incorrect or misleading in any material respect or omits to state any fact necessary to make any such statement not incorrect or misleading.

Events of Default: The following events or conditions shall constitute an “Event of Default”: (i) the failure by Applicant to pay when due any amount under this Agreement; (ii) the breach or default of any obligation, term, condition, representation, or warranty of Applicant in this Agreement or the Commercial Credit Application; (iii) the failure by the Applicant to pay when due any indebtedness or obligation owing to any third party; (iv) Applicant is dissolved, becomes insolvent, or provides notice of an anticipated breach or, if Applicant is an individual, dies; (v) the Applicant makes a general assignment for the benefit of creditors; (vi) Applicant files a petition for bankruptcy; (vii) the death of any individual guarantor; and (viii) the reorganization, merger, sale of substantially all of its assets, consolidation, or equity sale or transfer of Applicant.

Remedies upon breach or default: Upon the occurrence of an Event of Default or any other breach of this Agreement, then all of the then outstanding balance shall be accelerated and due and payable immediately along with the payment of a late fee at 1.5% per month (ANNUAL PERCENTAGE RATE 18%) and collection costs (including attorneys’ fees), and Company or Affiliate shall have no further obligation to advance sums for the payment of its goods or accept and/or deliver outstanding orders submitted to Company or Affiliate by Applicant.

CONFESSED JUDGMENT: UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, APPLICANT HEREBY AUTHORIZES ANY ATTORNEY DESIGNATED BY COMPANY OR ANY CLERK OF ANY COURT OF RECORD TO APPEAR FOR APPLICANT IN ANY COURT OF RECORD AND TO CONFESS JUDGMENT WITHOUT PRIOR HEARING AGAINST APPLICANT IN FAVOR OF COMPANY FOR AND IN THE AMOUNT OF THE UNPAID OUTSTANDING BALANCE, ALL INTEREST ACCRUED AND UNPAID THEREON, ALL OTHER AMOUNTS PAYABLE BY APPLICANT TO COMPANY UNDER THE TERMS OF THIS AGREEMENT, COSTS OF SUIT, AND ATTORNEYS’ FEES ACTUALLY INCURRED. APPLICANT HEREBY RELEASES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL ERRORS AND ALL RIGHTS OF EXEMPTION, APPEAL, STAY OF EXECUTION, INQUISITION, AND OTHER RIGHTS TO WHICH APPLICANT MAY OTHERWISE BE ENTITLED UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR OF ANY STATE OR POSSESSION OF THE UNITED STATES OF AMERICA NOW IN FORCE OR WHICH MAY HEREAFTER BE ENACTED. THE AUTHORITY AND POWER TO APPEAR FOR AND ENTER JUDGMENT AGAINST APPLICANT SHALL NOT BE EXHAUSTED BY ONE OR MORE EXERCISES THEREOF OR BY ANY IMPERFECT EXERCISE THEREOF AND SHALL NOT BE EXTINGUISHED BY ANY JUDGMENT ENTERED PURSUANT THERETO. SUCH AUTHORITY MAY BE EXERCISED ON ONE OR MORE OCCASIONS OR FROM TIME TO TIME IN THE SAME OR DIFFERENT JURISDICTIONS AS OFTEN AS COMPANY SHALL DEEM NECESSARY OR DESIRABLE, FOR ALL OF WHICH THIS AGREEMENT SHALL BE A SUFFICIENT WARRANT.

Construction of Agreement; Governing Law: The parties agree that no waiver of any provision of this Agreement shall be binding unless evidenced by a subsequent written instrument executed by the party against whom it is sought to be enforced. Each party has had the opportunity to discuss the terms of this Agreement with counsel and this Agreement, and all the terms and conditions thereof, shall not be construed or enforced in favor of or against any party hereto by reason of the fact that party or that party’s agent or attorney drafted all or any part of this Agreement. This Agreement is not intended to benefit any third parties, other than Affiliate. This Agreement shall be construed and enforced in accordance with the laws of the State of Maryland without resort to its choice of laws or other conflict of laws principles. The parties agree that this is a commercial agreement for sale of goods and extension of credit for a commercial purpose, entered into in Talbot County, Maryland. The parties irrevocably consent to the exclusive jurisdiction of the courts of Maryland and venue in Talbot County, Maryland in respect to all matters relating hereto and irrevocably waive, to the fullest extent permitted by applicable laws, any assertion of inconvenient or inappropriate forum or other objection respecting conflict of laws.

Limitation of Liability: Company shall not be liable for any incidental, consequential, special, or punitive damages for any matter arising out of or related to this Agreement including, but not limited to: (i) loss of profits, business revenues, or savings, even if Company has been advised of the possibility of such damages or if such damages are otherwise foreseeable, (ii) any claims demands or actions against Applicant by any third-party, (ii) any loss or claim arising out of or in connection with the Applicant’s implementation of any conclusions or recommendations of Company based on, resulting from, arising out of, or otherwise related to goods provided by Company, or (iv) any unavailability of goods for use. Company’s aggregate liability in connection with this Agreement shall not exceed the sum paid to Company for the goods in relation to which liability may have arisen. All rights and remedies of Company pursuant to this Agreement shall by cumulative, and no such right or remedy shall be exclusive of any other such right or remedy.

Force majeure: Company shall not be liable for incomplete or partial performance under this agreement due to causes beyond its reasonable control including public disorder, disease outbreaks or flare-ups at local or global levels, quarantine or lock-down restrictions, extreme weather events, acts of terror or war, travel restrictions, unavailability of stock or necessary personnel, and similarly disruptive phenomena or events.

Indemnity: Applicant agrees to hold Company harmless for any and all suits, claims, fines, charges or other legal action arising out of or related to conduct of Applicant, including by way of example and not limitation, the handling, storage, service, and/or preparation of goods following Company’s tender of delivery of goods to Applicant, and for any liability for any reason in excess of Company’s above-described aggregate liability.

Severability: (i) If any provision (or any part of any provision) contained in this Agreement is, for any reason whatsoever, held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, that provision will be modified to the minimum extent necessary to make it enforceable, unless that modification is not permitted by law, in which case that provision will be disregarded; (ii) if an unenforceable provision is modified or disregarded in accordance with this section, such modification, invalidity, illegality, or unenforceability shall not affect any other provision (or remaining part of the affected provision) of this Agreement as written; and (iii) this Agreement shall be construed as if such invalid, illegal, or unenforceable provision (or part thereof) had never been contained herein, but only to the extent such provision (or part thereof) is held to be invalid, illegal, or unenforceable, and any instance of the unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable.

Entire Agreement; Assignment; Guaranty: This Agreement sets forth the entire intention, understanding, and agreement between the parties, with respect to the subject matter thereof and there exist no warranties, representations, promises, covenants, contracts, or undertakings with respect thereto except those expressly set forth herein. This instrument is intended to constitute an integration of all warranties, representations, promises, covenants, contracts, and undertakings expressed by either party to the other at any time prior to, or contemporaneously with, the execution thereof, all of the same being deemed to have merged into this Agreement, which Agreement, standing alone, fully and completely expresses the intentions of the parties as of the date hereof. Applicant shall not assign this Agreement without the written consent of Company. Company may assign this Agreement in its sole discretion. Guarantor(s) jointly, severally, and unconditionally guarantees the performance of Applicant of all of the terms and conditions of this agreement.

Counterparts: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute but one and the same instrument. The parties consent to execute this Agreement by electronic signature.