Terms and Conditions

This is an application and agreement for credit being submitted to Actagro, and shall apply to any and all credit extended to Applicant by Actagro.

2. Applicant has authority to enter into this Agreement and any person signing it on Applicant’s behalf has been duly authorized to execute this Agreement for Applicant.

3. Any and all information now or hereafter supplied to Actagro by Applicant, or at Applicant’s request or instruction is correct.

4. Applicant agrees that it shall pay all of the invoice price according to the terms and failure to pay shall entitle Actagro to add 1 ½ percent service charge per month on the unpaid delinquent balance; provided that if such service charge exceeds the amount allowed by law, then such service charge shall be reduced to the maximum amount allowed by law.

5. Applicant will, upon demand, establish the correctness of any information supplied to Actagro and will promptly notify Actagro of any adverse changes in any information supplied and of any change in Applicant’s residence, chief place of business or mailing address and of any change of address to which notices should be sent.

6. Applicant will execute any additional agreements, assignments or documents that may be deemed necessary or advisable by Actagro to effectuate the purpose(s) of this Agreement.

7. Applicant understands and agrees that in the event any warranty or representation is false or is believed in good faith by Actagro to be false; any covenant or agreement is violated; or Actagro in good faith deems itself insecure (because the prospect of payment is impaired or the prospect of performance of any covenant or agreement is impaired), Actagro, in addition to any remedies by law or this Agreement, and to the extent provided by law, may declare that a default has occurred.

8. Should Applicant default in the payment of its outstanding account, or should a default be declared pursuant to any of the provisions of Paragraph

7, then Actagro shall be entitled to incur expenses for the costs of collection, which amount shall be added to the unpaid balance of Applicant’s account and shall be due and owing from Applicant to Actagro.

9. Actagro, in addition and in its sole discretion, may retain an attorney to collect Applicant’s delinquent and unpaid account and any expenses previously incurred in attempting to collect said account. Applicant shall pay any and all expenses and costs incurred in the collection of Applicant’s unpaid and delinquent account and previously incurred expenses. Said amounts of attorney’s fees, expenses and costs shall be added to the unpaid balance of Applicant’s account and shall be due and owing from Applicant to Actagro. Should a lawsuit or arbitration proceedings be brought, then the issues in any such action shall be determined pursuant to the laws of the State of California, the courts of which state shall have jurisdiction over the parties hereto and to decide the issues arising out of any transaction created hereunder.

10. Should applicant default be declared pursuant to any of the provisions of Paragraph 7, and Actagro elects to bring an action in a court of law to recover the amount of the unpaid balance on applicant’s account, then said action shall be properly brought and litigated in the Municipal or Superior Court of Fresno County, California, and applicant expressly agrees to subject itself to the court’s jurisdiction.

11. It is agreed that any controversy or claim arising out of or related to the sale of product by Actagro to Applicant, including the conditions thereof, payment therefore, etc. may, upon demand by Actagro be settled by arbitration in accordance with the prevailing rules of the American Arbitration Association and the parties agree to be bound by the award of the arbitrator upon which judgment may be entered in any court having jurisdiction thereof. Nothing herein shall limit the right of either party to avail itself of the discovery proceedings and practices and provisional remedies available pursuant to the law in the State of California.

12. Time is of the essence of this Agreement.

13. Actagro’s acceptance of partial or delinquent payments or failure of Actagro to exercise any right or remedy shall not be a waiver of any obligation of Applicant or right of Actagro, nor constitute a modification of this Agreement nor constitute a waiver of any other similar default subsequently occurring.

14. The provisions of this Agreement are hereby made applicable to and shall inure to the benefit of Actagro’s successors and assigns and bind Applicant’s heirs, legatees, devisees, administrators, executors, successors and assigns.

15. When more than one Applicant signs this Agreement, all agree that whenever the word “Applicant” appears in the agreement, it shall be read as “each Applicant”; that any breach of covenant or warranty by any Applicant may, at Actagro’s option, be treated as a breach by all Applicants; that the liability of each Applicant is joint and several and the discharge of any Applicant, for any reason other than full payment or any extension, forbearance, change of rate of interest or acceptance, release or substitution of security or any impairment of suspension of Actagro’s remedies or rights against one Applicant, shall not affect the liability of any other Applicant. All Applicants waive the right to require Actagro to proceed against one Applicant before any other or to pursue any other remedy in Actagro’s power.

16. Use of the impersonal pronouns “it” or “its” shall be deemed to include the masculine or feminine personal pronoun “him” or “her” when that is appropriate to the parties hereto or the context so indicates.

17. All notices, unless written notice of change is forwarded by certified mail, return receipt requested, shall be as follows: