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Program: Optimum High Oleic A233HO Soybeans
Optimum Quality Grains, L.L.C.
Agreement to Grow A233HO OptimumŽ Soybeans
THIS AGREEMENT is made this ______ day of __________________________,
19_____ between _________________________ (hereinafter "GROWER") and
Optimum Quality Grains, L.L.C. (hereinafter "OPTIMUM"). GROWER and OPTIMUM
are experienced and knowledgeable in the business practices involved in the
cultivation and business transactions involving soybeans.
1. BAILMENT
This is a Bailment contract. The parties agree that the seed, growing
crops, grain, tissues or molecular components, and the harvested crop
(hereinafter collectively referred to as "OPTIMUM SOYBEANS") are owned
solely by OPTIMUM. GROWER under this agreement is granted the use of a
proprietary seed to produce an identity preserved grain
(hereinafter "OPTIMUM GRAIN"). GROWER acknowledges that no rights to the
seed have been conveyed, other than those required to produce the OPTIMUM
GRAIN.
a. GROWER hereby agrees not to give, transfer, sell, or otherwise dispose
of the OPTIMUM SOYBEANS to any third party without written
authorization by OPTIMUM.
b. GROWER agrees to use every effort to prevent access by third parties to
OPTIMUM SOYBEANS.
c. GROWER shall return, to seed supplier, any OPTIMUM SOYBEANS not used in
planting for production of OPTIMUM GRAIN. All returned OPTIMUM
SOYBEANS must be in good and merchantable condition.
d. GROWER agrees not to grant or cause to be placed any lien or claim
against the OPTIMUM SOYBEANS. GROWER may have a revenue lien placed
on the value of the crop, but not have any lien that conveys
ownership of the OPTIMUM SOYBEANS to anyone else besides OPTIMUM.
2. GENERAL TERMS
GROWER shall produce and deliver an "Identity Preserved" crop from
OPTIMUM SOYBEANS obtained from a seed company on the 1998 OPTIMUM SOYBEANS
seed company list. GROWER shall produce the highest quality grain possible
to satisfy the specifications in Article 4. GROWER agrees to deliver the
total production of OPTIMUM GRAIN to OPTIMUM or its designee. GROWER shall
take all measures to prevent contaminants during growing and handling
OPTIMUM GRAIN.
a. GROWER agrees to grow _______________ acres of OPTIMUM GRAIN.
b. GROWER will obtain:
_____units from_______________________
_____units from ____________________
_____units from____________________
c. GROWER agrees to pay the seed company listed above a fee to compensate
the seed company for the seed production costs, distribution expense
and inventory costs associated with producing and delivering the
OPTIMUM SOYBEANS. This fee in no way conveys any ownership of the
OPTIMUM SOYBEANS. The OPTIMUM SOYBEANS obtained by the GROWER are
to be used only for producing OPTIMUM GRAIN.
high oleic soybeans.doc
d. GROWER grants OPTIMUM and/or its appointed agents free and easy access
to the fields to inspect, evaluate and monitor the progress and
condition of the crop.
e. If replanting is necessary, GROWER agrees to replant with the same
variety, A233HO.
f. If production is contaminated, OPTIMUM will accept delivery from GROWER,
but no premium will be paid.
3. DELIVERY
a. GROWER shall deliver the OPTIMUM GRAIN to ________________________
(hereinafter "ELEVATOR") with transportation costs paid by the
GROWER, or to such other facility as OPTIMUM shall direct
(additional transportation costs to be paid by OPTIMUM).
b. The delivery period shall be December, 1998 through April, 1999,
BUYER'S CALL. Harvest delivery will be available at selected
elevators. Any storage or Price Later Fees are between ELEVATOR and
GROWER.
c. The ELEVATOR will provide a minimum of one week preadvice of the
requested delivery date within the above specified delivery period.
In the event that OPTIMUM requires an extension in the shipment
period, the GROWER will be compensated on all priced bushels at a
rate of one-tenth of a cent per bushel per day from the last day of
the last delivery month indicated above until the OPTIMUM GRAIN is
called by OPTIMUM.
4. QUALITY SPECIFICATIONS
a. The OPTIMUM GRAIN shall meet the following specifications, or be subject
to the ELEVATOR's discount schedule at time of delivery.
Moisture 13.0% Maximum
Splits 20.0% Maximum
Total damaged 2.0% Maximum
Heat damaged 0.3% Maximum
Foreign material 1.0% Maximum
Soybeans of other types 2.0% Maximum
OPTIMUM GRAIN delivered under this contract shall be of merchantable
quality, unadulterated and unrestricted from movement in interstate
commerce within the meaning of the Federal Food, Drug and Cosmetics Act,
Environmental Protection Agency Tolerances, the U.S. Grain Standards Act
and applicable state law.
b. The ELEVATOR's weights and grades shall govern with the exception that
GROWER has the right to appeal any grading by submitting a sample to
the Federal Grain Inspection Service (FGIS), at GROWER's expense,
for an official grade.
c. GROWER will provide a representative sample of GROWER's OPTIMUM GRAIN
before delivery if requested by OPTIMUM. OPTIMUM will provide sample
bags and sample shipping instructions to the GROWER. OPTIMUM or
their representative shall have the right to sample bins of OPTIMUM
GRAIN prior to delivery.
d. If the OPTIMUM GRAIN is contaminated or does not meet the Physical
Quality Specifications above, OPTIMUM will take receipt of the
OPTIMUM GRAIN and the GROWER will receive no premium for the
contaminated or out of specification OPTIMUM GRAIN.
e. All OPTIMUM SOYBEANS produced under this contract will be A233HO
OPTIMUM SOYBEANS. The ELEVATOR will sample each load of OPTIMUM
GRAIN to determine purity.
5. PRICING AND GROWER COMPENSATION
a. OPTIMUM or the ELEVATOR will compensate the GROWER for performing this
contract. The compensation for a load of delivered OPTIMUM GRAIN
shall be the ELEVATOR cash price for soybeans on the day of delivery
less any discounts, if not priced earlier or previous arrangements
made with ELEVATOR, plus a premium based upon the Oleic Oil level
(see the SCALE below) times the number of net bushels of OPTIMUM
GRAIN delivered.
Premium Scale
Less than 75% Oleic $0.00 per bu.
75% Oleic or Greater $0.65 per bu.
b. Oleic Oil content of the OPTIMUM GRAIN shall be determined by the
ELEVATOR utilizing a grain analyzer with a OPTIMUM approved
calibration for OPTIMUM GRAIN on a composite sample drawn from each
load. Details of the sampling and measurement procedure may be
obtained from the ELEVATOR.
c. If a grain analyzer with a OPTIMUM approved calibration for OPTIMUM
GRAIN is not available at the ELEVATOR when the GROWER is instructed
to deliver the OPTIMUM GRAIN, the ELEVATOR shall take a sample of
OPTIMUM GRAIN at the ELEVATOR and obtain an Oleic Oil content
analysis using the procedure described above in Paragraph 4(c) at
the Optimum Quality Grain Research and Development center
laboratory. The parties agree that the oleic content as determined
by the OPTIMUM laboratory shall be used to determine the premium for
OPTIMUM GRAIN.
d. In addition, DUPONT is offering GROWER profit incentives that could
include additional premiums for utilizing DUPONT Crop Protection
Chemicals. Please contact your local DUPONT representative for more
details or call toll free 1-888-6-DUPONT for additional information
on these incentives.
e. For production on land owned by a party other than the GROWER and with a
crop share arrangement, the landlord's name and address shall be
indicated below.
6. INDEPENDENT CONTRACTOR
GROWER is, for purposes of this Agreement, an independent contractor and
nothing contained in this Agreement shall make GROWER an employee or agent
of OPTIMUM or authorize him/her to act on behalf of OPTIMUM. GROWER shall
indemnify and hold OPTIMUM harmless from all claims in any way connected
directly or indirectly with GROWER'S operations pursuant to this agreement.
7. DISCLAIMER OF WARRANTY AND LIMITATION OF DAMAGES
OPTIMUM MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR ANY OTHER EXPRESS OR IMPLIED WARRANTY. NO CLAIM OF ANY KIND,
WHETHER OR NOT BASED ON NEGLIGENCE, SHALL BE GREATER IN AMOUNT THAN THE
VALUE OF COMMERCIAL SEED IN A QUANTITY COMPARABLE TO THAT QUANTITY OF SEED
SUBJECT TO THIS BAILMENT, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL,
CONSEQUENTIAL, OR INDIRECT DAMAGES WHETHER OR NOT CAUSED BY OR RESULTING
FROM THE NEGLIGENCE OF SUCH PARTY.
8. MISCELLANEOUS
This Agreement constitutes the complete and exclusive statement of the
understanding between the parties and supersedes all prior and collateral
representations. Any alteration, modification, or amendment of the
Agreement shall not be valid and binding unless in writing and signed by
both parties. This Agreement shall bind parties hereto, their heirs,
administrators, executors, successors, and assigns. This contract shall be
governed by Iowa law. OPTIMUM and GROWER agree that all disputes and
differences arising between OPTIMUM and GROWER out of or relating in any
way to this Agreement, the construction, meaning and operation, or effect
of the Agreement, or breach thereof, shall be settled by arbitration in
accordance with the rules and regulations of the National Grain and Feed
Association pursuant to such Association's grain arbitration rules.
OPTIMUM and GROWER agree that judgment may be entered upon any arbitration
award in any court of competent jurisdiction. Neither OPTIMUM nor the
GROWER may assign this agreement without prior written consent of the other
party. Written notice to OPTIMUM shall be personal delivery or by postage
paid letter addressed to Optimum Quality Grains, L.L.C., Att: Bill
Nicholson, 4445 Corporate Drive, Suite 120, West Des Moines, IA 50266
OPTIMUM QUALITY GRAINS, L.L.C.:
By:
__________________________________________Date:__________
Authorized Agent (signature)
GROWER:
By:
__________________________________________Date:_________
GROWER (signature)
When filling out the information below please PRINT CLEARLY with a
ball point pen:
GROWER Name: ________________________________
Company Name (if any): ________________________________
Street or box number: ________________________________
City, State, Zip Code, Phone:
________________________________________________(____)___________
**Complete, legible name and address required for contract to be valid.
LANDOWNER INFORMATION FOR CROP SHARE
By:
___________________________________
LANDOWNER
___________________________________
ADDRESS/TOWN
% Landlord share_____________________
% Grower share ______________________
* OptimumŽ is a registered trademark of Optimum Quality Grains, L.L.C.