Terms and Conditions of Sale

INNOVA, LLC — STANDARD TERMS AND CONDITIONS OF SALE

These STANDARD TERMS AND CONDITIONS OF SALE (together with any agreement or contract to which they apply, this “Agreement”) govern the sale of goods and/or services (collectively, “Products”) by Innova, LLC (“Innova”) to any customer purchasing Products (“Customer”) from Innova.

By placing an order for any Product, or making a purchase, return, or other transaction with Innova, Customer agrees to the terms of this Agreement.

Innova’s prices and terms in effect at the time of shipment shall apply.

In addition to the purchase price, Customer shall pay to Innova all governmental taxes, excise taxes, fees, surcharges, and other charges (except taxes on or measured by the net income of Innova or the manufacturer) that Innova may be required to pay with respect to the sale or transportation of any Products tendered for delivery under this Agreement, except where prohibited by applicable law.

Innova’s tender of delivery of Products at the request of Customer shall constitute an unqualified acceptance and waiver by Customer of any and all claims with respect to such Products unless Customer gives Innova written notice of a claim within fifteen (15) days after such tender.

Customer assumes all risks and liability for the results obtained from the use of Products delivered hereunder, regardless of whether such Products are used in combination with other machinery, products, substances, or equipment.

Products will be shipped only upon Customer instructions. If Customer has multiple contracts in effect at the time of shipment, shipping instructions from the earliest applicable contract shall govern unless otherwise agreed in writing.

Title to and risk of loss of Products shall pass to Customer upon tender of delivery pursuant to Customer’s instructions.

Neither Innova nor any manufacturer shall be liable to Customer or any third party for special, indirect, incidental, consequential, punitive, or exemplary damages.

Neither Innova nor any manufacturer shall be liable to Customer, its employees, agents, customers, or any third party by way of indemnification, contribution, or otherwise for any damages, claims, demands, liabilities, or losses arising from:

Use or misuse of Products;
Failure to follow product labels, specifications, warnings, or instructions;
Storage, handling, transportation, or application of Products; or
Any other use of Products sold by Innova.

Customer’s sole and exclusive remedy, and Innova’s and manufacturer’s total liability, shall not exceed the purchase price of the Product giving rise to the claim.

WARRANTY DISCLAIMER

INNOVA IS A DISTRIBUTOR and MANUFACTURER/FORMULATOR OF PRODUCTS MANUFACTURED BY THIRD PARTIES. PRODUCTS SOLD BY INNOVA ARE PROVIDED “AS IS” AND ARE SUBJECT ONLY TO THE WARRANTIES, IF ANY, PROVIDED BY THE MANUFACTURER.

INNOVA MAKES NO WARRANTIES, GUARANTEES, OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED.

WITHOUT LIMITING THE FOREGOING, INNOVA EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING:

Merchantability;
Fitness for a particular purpose;
Non-infringement;
Performance expectations;
Suitability for any specific application; and
Any warranty arising from trade usage, course of dealing, or course of performance.

Customer acknowledges that these limitations and disclaimers are material terms of this Agreement.

Product performance may vary due to numerous factors beyond Innova’s control, including but not limited to:

Weather conditions;
Soil or geological conditions;
Crop conditions;
Application methods;
Timing;
Equipment performance; and
Other environmental variables.

All such risks are assumed solely by Customer.

Customer agrees that it is solely responsible for determining the suitability of any Product for its intended use.

CUSTOMER REPRESENTATIONS

Customer represents, warrants, and agrees that:

Customer will load, handle, store, transport, use, sell, and dispose of Products in compliance with all applicable federal, state, and local laws and regulations.
Customer is familiar with the characteristics, qualities, limitations, and intended uses of Products purchased from Innova.
Customer is not relying upon Innova to select Products suitable for a particular use or outcome.
Customer is not relying upon any oral statement, representation, recommendation, or promise made by Innova or its representatives.
The individual executing any agreement or purchase order has authority to bind Customer.
All purchase orders and agreements are valid, binding, and enforceable obligations of Customer.
Customer has not received tax, legal, accounting, or financial advice from Innova.

FORCE MAJEURE

Neither party shall be responsible for delays or failures in performance caused by circumstances beyond its reasonable control, including:

Acts of God;
Weather events;
Government actions;
Labor disputes;
Fires;
Floods;
Natural disasters;
War;
Civil disturbances;
Transportation disruptions; or
Embargoes.

The affected party shall provide notice within a reasonable time after becoming aware of the event.

Nothing in this section excuses Customer from its obligation to make timely payment.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to conflict-of-law principles.

The parties expressly exclude application of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

ENTIRE AGREEMENT

This Agreement, together with any invoices, credit agreements, prepayment agreements, purchase orders accepted by Innova, and related documents, constitutes the complete agreement between Customer and Innova and supersedes all prior negotiations, understandings, and agreements relating to the sale of Products.

No oral statement, trade custom, course of dealing, or prior communication shall modify this Agreement.

No employee, agent, or representative of Innova has authority to alter label instructions or make guarantees inconsistent with product labels or manufacturer specifications.

DISPUTE RESOLUTION

Any dispute, claim, or controversy arising out of or relating to this Agreement or Products sold hereunder, except payment claims owed to Innova, may, at Innova’s discretion, be submitted to binding arbitration under the Federal Arbitration Act and administered by the American Arbitration Association under its Commercial Arbitration Rules.

Any arbitration shall occur in Missouri, and judgment upon the arbitration award may be entered in any court having jurisdiction.

GRANT OF SECURITY INTEREST

To secure payment and performance of all obligations owed to Innova, Customer grants Innova a security interest in:

All inventory sold by Innova to Customer;
All crops growing or to be grown by Customer;
All harvested crops;
All products and proceeds of such crops, including insurance proceeds;
All accounts, receivables, contracts, and documents related to such crops;
All governmental agricultural subsidies, grants, relief payments, disaster payments, and related entitlements.

Customer authorizes Innova to:

File Uniform Commercial Code (UCC) financing statements;
Record liens as permitted by law; and
Take actions reasonably necessary to perfect and maintain such security interests.

PAYMENT TERMS

If Customer fails to timely pay any invoice:

Interest shall accrue at the rate of 18% per annum or the highest rate permitted by law, whichever is less.
Customer shall pay all reasonable collection costs, including attorneys’ fees and expenses.

ASSIGNMENTS

Customer may not assign its rights or obligations under this Agreement without the prior written consent of Innova.

Innova may assign debts, receivables, or related rights to third parties.

This Agreement shall bind and benefit the parties and their permitted successors and assigns.

A waiver of any provision shall not constitute a waiver of any future breach.

Innova may share credit-related information with third parties as permitted by applicable law.

CONTACT INFORMATION

Innova, LLC

Email: innova@innova-resources.com

Phone: (816) 351-0218

Address: 3420 East Harmony Road, Suite 122, Fort Collins, CO 80528

For questions regarding these Terms and Conditions of Sale, please contact Innova using the information above.