NON-FUEL GRADE ETHANOL SALE TERMS AND CONDITIONS

APPLICABILITY. All sales of goods by Show Me Ethanol, LLC and/or any of its affiliates (individually or collectively, as applicable, “Seller”) to a buyer of such goods (“Buyer”) are subject to and governed by these terms and conditions of sale (“Terms and Conditions”) (such goods and any services or information provided by Seller in connection with the sale of such goods, collectively, “Goods”). Seller hereby rejects any and all other terms (including Buyer’s purchase order terms and conditions) offered by Buyer or upon which Buyer may condition any purchase order or to which Buyer may limit Seller’s acceptance. SELLER’S ACCEPTANCE OF BUYER’S PURCHASE ORDERS AND/OR SELLER’S PERFORMANCE IN CONNECTION WITH SUCH PURCHASE ORDERS ARE EXPRESSLY CONDITIONAL ON BUYER’S ASSENT TO THESE TERMS AND CONDITIONS. SELLER HEREBY REJECTS ANY AND ALL OTHER TERMS REGARDLESS OF WHETHER BUYER’S PURCHASE ORDER OR SUCH OTHER TERMS ARE CONSTRUED AS AN OFFER, COUNTER-OFFER OR OTHERWISE, OR WHETHER SUCH OTHER TERMS ARE CONSTRUED AS ADDITIONS TO OR DIFFER FROM THESE TERMS AND CONDITIONS. UNLESS BUYER NOTIFIES SELLER IN WRITING THAT BUYER DOES NOT ACCEPT THESE TERMS AND CONDITIONS AS SOON AS PRACTICABLE AFTER FIRST RECEIVING THEM, BUYER SHALL BE DEEMED TO HAVE ACCEPTED THESE TERMS AND CONDITIONS AND, NOTWITHSTANDING ANYTHING TO THE CONTRARY, BUYER’S ACCEPTANCE OR USE OF THE GOODS SHALL BE DEEMED BUYER’S ASSENT TO THESE CONDITIONS OF SALE. These Terms and Conditions are deemed to be a part of, and incorporated into, every sales transaction for Goods between Buyer and Seller. If Seller and Buyer have executed a written contract specifically governing the sale of specific Goods, then, solely with respect to such specific Goods, such contract’s terms and conditions shall apply to the extent that matters are covered by such written contract, and to the extent any matters are not covered by such executed written contract but are covered by these Terms and Conditions, then these Terms and Conditions shall apply and be additions to such written contract to such extent.

  1. ORDER CONFIRMATIONS. Orders of Goods by Buyer shall not bind Seller until accepted by Seller via written order confirmation (“Order Confirmation”); provided, however, if Seller does not issue an Order Confirmation, then acceptance by Seller shall be deemed to occur upon commencement of production by Seller of the ordered Goods.
  2. PRICE. The price stated in the Order Confirmation shall be the price agreed between Buyer and Seller for the sale of Goods. In case of multiple or future deliveries, the price of such deliveries will be and are subject to revision by Seller at any time as set forth in subsequent Order Confirmation(s) relating to such deliveries.
  3. TAXES. Unless otherwise expressly agreed in writing by Seller and Buyer, (i) Seller’s price for the Goods does not include any applicable tax, duty, excise, levy or charge (including value-added taxes) in any jurisdiction in relation to the Goods or the delivery thereof, and (ii) Buyer is responsible for payment of all such taxes (excluding income taxes owed by Seller on account of the sale of the Goods), duties, excises, levies or charges (including value-added taxes) that Seller may be required to pay to any authority (National, State or Local) upon the sale, production or transportation of the Goods.
  4. INVOICES AND PAYMENT. Seller shall be entitled to invoice Buyer on or at any time after shipment of the Goods. Buyer shall pay Seller in accordance with the payment terms stated in the Order Confirmation. Seller may charge Buyer interest on any amounts not paid on-time in accordance with such payment terms, up to the maximum amount of interest permitted by applicable law. All payments will be made without set-off, deductions or counterclaims. Buyer shall promptly reimburse Seller for all costs and expenses (including reasonable attorneys’ fees) incurred by Seller in connection with the collection of amounts not paid on-time in accordance with such payment terms. Seller shall have the right to at any time change or withdraw credit terms, effective upon notice to Buyer. Contract price does not include federal, state or local commodity, transaction, sales, use, excise, excise, value-added, petroleum, business transfer or similar taxes. Any such tax shall be paid by Buyer.
  5. INSPECTION; CLAIMS FOR NON-CONFORMING GOODS. Buyer shall promptly inspect the Goods to confirm conformity with the specifications. All claims by Buyer, including, without limitation, claims for breach of warranty or shortage, must be made in writing, precisely describing the nature of the claim and the extent of any alleged damages suffered by Buyer as a result thereof and received by Seller within ten (10) business days after Buyer’s receipt of the Goods. Claims not timely made as stated above and all claims made after the Goods have been resold by Buyer, or have undergone any processing, treatment or combination, comingling or incorporation into or with another product, in any form whatsoever, shall be forever barred, waived, null and void. Notwithstanding the foregoing, apparent transport damages must be notified to Seller promptly upon delivery of the Goods. In case of duly proven non-conforming Goods, within the time specified above, Seller shall, at its choice, either replace or repair at its own cost such non-conforming Goods, or refund Buyer the price paid therefor, in each case to the extent of such proven non-conformity. Goods may not be returned without Seller’s prior written consent. 
  6. SUSPENSION AND TERMINATION OF ORDER CONFIRMATIONS. Seller shall be entitled to (i) suspend by written notice to Buyer any further performance of a sale or delivery set forth in an Order Confirmation, (ii) demand return and take repossession of any delivered Goods which have not been timely paid for (and demand payment/reimbursement of all costs relating to the recovery of the Goods), and/or (iii) terminate any purchase order and its associated Order Confirmation, without prejudice to its right to claim alternative or additional damages, if (a) Buyer breaches any of its obligations to Seller, in particular if any payment due from Buyer is overdue or if Seller reasonably believes that Buyer is or will be unable to meet its obligations under the Order Confirmation and Buyer fails to offer adequate security for the performance of its obligations under such Order Confirmation, or (b) any assets of Buyer are attached or if Buyer becomes insolvent or unable to pay its debts, or goes into liquidation (other than for the purpose of a reorganization), or any bankruptcy proceeding shall be instituted by or against Buyer, or if a trustee or receiver or administrator is appointed for all or a substantial part of the assets of Buyer or Buyer makes any assignment for the benefit of its creditors. If one of the events referred to in this section occurs, all claims Seller may have against Buyer on whatever basis will immediately become due, including the direct costs and expenses incurred by Seller.
  7. Buyer has a duty to notify Seller of the correct legal entity to be identified on the Contract. By performing under this Contract, Buyer (a) certifies the legal entity identified on the Contract is correct, and (b) agrees to provide documentation verifying the legal identity of Buyer upon Seller’s request. Buyer represents and warrants that he/she is duly authorized and has legal capacity to execute and deliver this Contract on behalf of the legal entity identified on the Contract.
  8. Assignment. This Contract shall be binding upon the heirs, administrators, and assigns of the Parties. Buyer shall not assign its rights or delegate its performance hereunder without the prior written consent of Seller.
  9. COMPLIANCE WITH LAWS. Buyer agrees that it shall be Buyer’s responsibility to comply with all applicable laws and regulations relating to the Goods.
  10. WARRANTIES (a) NO EXPRESS WARRANTIES AND NO IMPLIED WARRANTIES WHETHER OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE, OR OTHERWISE (EXCEPT AS TO TITLE), OTHER THAN THOSE EXPRESSLY SET FORTH ABOVE WHICH ARE MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, SHALL APPLY TO GOODS SOLD BY US, AND NO WAIVER, ALTERATION, OR MODIFICATION OF THE FOREGOING CONDITIONS SHALL BE VALID UNLESS MADE IN WRITING AND SIGNED BY THE GENERAL MANAGER OR ALCOHOL SALES DIRECTOR OF SELLER. SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXCLUSION OF IMPLIED WARRANTIES SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. 
  11. Default. Buyer shall be in default hereunder if any of the following occur: failure or refusal of Buyer to comply with any provisions hereof; failure or refusal of any third party to issue, advise, confirm, negotiate, extend or reissue any letter of credit or other arrangement provided for hereunder; if Buyer or any third party that issues any letter of credit or other arrangement hereunder shall become impaired or unable to fulfill its financial responsibilities, in the reasonable judgment of Seller, or become unable to pay its debts as they become due, shall file a voluntary petition or be declared bankrupt or insolvent or make a general assignment for the benefit of creditors; or if a trustee, receiver or liquidator be appointed for any material portion of the assets of Buyer. Upon the occurrence of any event of default, Seller may exercise any or all rights and remedies hereunder or at law or in equity, including but not limited to withholding delivery of the Commodity sold to Buyer hereunder or liquidating the Contract. If in Seller’s opinion, Buyer’s credit during the life of this Contract becomes impaired, then Seller may at its sole discretion; (i) demand the Buyer commence making cash payments in advance of deliveries or that Buyer provide Seller with a letter of credit in the form, amount, and from a bank acceptable to Seller, and suspend performance until Buyer has complied with such demands; or (ii) terminate this Contract and all other contracts covering purchase by Buyer of Seller’s products whether or not Buyer may otherwise be in default thereunder, without prejudice to any other rights remedies Seller may have hereunder or by law, by giving written notice to Buyer. 
  12. Remedies. Seller has all remedies applicable under the Uniform Commercial Code (UCC). In addition, if Buyer breaches this Contract in any manner, Buyer shall be liable for all losses and damages including consequential damages, incidental damages, and any lost profits incurred as a result thereof and shall pay any related reasonable attorney fees. Seller, at its option, may: resell the Product in the open market and Buyer shall pay any loss or incidental expenses resulting therefrom; require Buyer to pay the difference between the contract price and the price on the date of cancellation. In the event of default, Seller may cancel this Contract and all other contracts covering purchase by Buyer of Seller’s products whether or not Buyer may otherwise be in default thereunder. If Buyer defaults as to any delivery under this Contract, Seller may then cancel the entire Contract and all Contracts between the Parties. No right shall accrue to Buyer against Seller on account of any such cancellation nor shall Seller’s failure to cancel other contracts with Buyer or to accelerate subsequently maturing contracts be construed as a waiver of any subsequent default of Buyer. Seller may pursue any remedy allowed by law at Seller’s option. In the event of breach of this Contract, then all amounts owed to Buyer may be applied and otherwise set off by Seller against the payment of the amounts owed by Buyer, in addition to any and all other right and remedies available hereunder.
  13. DELIVERY TERMS. Seller shall deliver the Goods in accordance with the delivery terms, and at the place of delivery, stated in the Order Confirmation or as otherwise provided in writing by Seller to Buyer. Seller shall use commercially reasonable efforts to deliver the Goods on the expected delivery date stated in the Order Confirmation; provided, however, that such expected delivery date is an estimate only and Seller shall not be held liable for any loss incurred by Buyer in the event of a delivery delay. If no delivery date is stated in the Order Confirmation, the Goods shall be delivered at the time Seller deems appropriate.
  14. Title and Risk Loss. Title and risk of loss shall pass from Seller to Buyer at the contracted Delivery Point as follows: (i) Product loaded into a railcar, at the outlet flange of the railcar or if applicable, upon the constructive placement of the railcar by the railroad or upon the actual placement of the railcar for unloading if the railcar has not been previously constructively placed; (ii) Product loaded into tank truck, at the outlet flange of the tank truck; (iii) Product loaded into tank storage or pipeline, at the outlet flange or the facility; (v) on all sales made F.O.B. title and risk of loss shall pass to Buyer at the Seller’s outlet flange, and in the in the event of loss or damage in transit after such transfer, Buyer shall file its own claim with carrier; and (vi) on barges or railcars delivered on CPT basis, title and risk of loss shall transfer to Buyer at the Seller’s outlet flange. Provided, however, notwithstanding the foregoing, Goods for which delivery is suspended pending payment by Buyer and/or Goods for which delivery is wrongfully rejected or not accepted by Buyer shall be held and stored by Seller at the sole risk and expense of Buyer. 
  15. Buyer will not divert Seller or its agents’ railcars or consign them to any other routing or to any other destination than that set out in the Contract or bill of lading instructions without Seller’s prior written consent. All diversion charges, additional freight charges and any other costs or expenses incurred, sustained, or paid by Seller resulting from any diversion shall be the responsibility of Buyer. Unless otherwise provided in the Contract, Seller will allow Buyer a period of 15 business days for off-loading of railcars from time of constructive placement until empty release. Railcar Demurrage Charges will be accrued and charged in accordance with the following schedule commencing on the date of serving rail carrier’s notice of Constructive Placement or Actual Placement, whichever is reported first, and continuing until the car has been released as empty or it is determined that the car cannot be unloaded due to a mechanical defect. Fees will be assessed as per the below: Day 1 through 15: No Charge. Day 16 through 30: $75.00 USD per day. Day 31 through 60: $150.00 USD per day. Day 61 and beyond: $200.00 USD per day. Demurrage charges will be invoiced to the Buyer at end of each month and payable upon receipt. Upon expiration of such 15 business day period, Buyer will pay demurrage until such time as the railcar has been returned empty to the delivering railroad or otherwise placed in accordance with written instruction from Seller. If the sale is on a delivered or CPT basis, Buyer shall be allowed “free time” to unload the product as follows, unless specifically stated otherwise in a confirmation. For trucks, Buyer shall be allowed 1 hour from arrival of truck at Buyer’s terminal or delivery point, demurrage for trucks after the initial hour will be charged.  Demurrage fees /charges shall continue to accrue until the product is unloaded and the final release of the truck/railcar has been granted. All applicable demurrage fees/charges payable as a result of Buyer’s failure to unload within the allotted period shall be for Buyer’s account and paid at the rate charged by carrier.
  16. Railcar Heel. If a railcar has been returned holding 275 gallons of product, this will constitute a heel. The buyer will be responsible for the inspection and analysis to determine if the heel meets the agreed upon specifications of the product. Should the heel be found out of specification, the buyer will be responsible for reasonable costs related to removal and disposal.
  17. FORCE MAJEURE. No liability shall result from delay in performance or non-performance by Seller caused by circumstances beyond its reasonable control, including, without limitation, acts of God, natural disasters, fire, flood, earthquakes, pandemic, epidemics, explosions, riots, wars, terrorism, civil disturbances, perils of the sea, labor disturbances (e.g. strikes, slow-downs or sabotage), machinery breakages, government actions, inactions or prohibitions, shortages of raw materials or utilities, delay in delivery or defects in goods supplied by Seller’s suppliers or subcontractors, and/or traffic stoppages. If for any reason, including but not limited to a force majeure event described above, Seller is unable to supply the total demand for Goods, Seller may distribute its available supply among any or all purchasers, as well as departments and divisions of Seller, on such basis as it may deem fair and practical, without liability for any failure of performance that may result therefrom.
  18. Consent to Call Recording; Electronic Records. The Parties consent to the recording of all telephone and electronic conversations between its representatives and representatives of the other Party. The Parties consent that the original Contract and/or transaction confirmation relating to any transaction between the Parties may be converted to and saved in electronic format. Each party waives any objection it may have to the admissibility of such recording or electronic copy in any judicial, arbitration, administrative or other proceeding involving the parties to the extent such objection is based on any rule of evidence that: requires authentication or identification of a document, requires an original document, or governs the admissibility of duplicates. In addition, each Party acknowledges that such recording or electronic copy is a business record within the business record exception to the hearsay rule.
  19. Upon ten (10) days prior written notice provided by Buyer or Seller to the other Party, any claim arising out of or related to this Contract or the default thereof, which has not been mutually resolved shall be settled by arbitration, which shall be conducted at Kansas City, Missouri in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, as modified or supplemented herein. Notwithstanding the rules, the Parties agree that any arbitration shall be presided over by one arbitrator who has been admitted to the practice of law and be in good standing in any of the fifty United States. The decision of the arbitrator shall be final and judgment may be entered upon it in accordance with the applicable law in any court having jurisdiction. Any claim for relief made pursuant to this Contract shall be made within one (1) year from the date upon which the party claiming relief knew or should have known of the cause of action constitution such claim. This section shall not be deemed a limitation on Seller’s rights or remedies to file suit for the collection of amounts due to Seller hereunder. 
  20. MISCELLANEOUS. Failure by Seller or Buyer to enforce any right which it may have in any instance shall not be deemed to be a waiver of any right it may have in any other instances. Whenever possible, each provision of these Terms and Conditions shall be interpreted in such a manner as to be effective and valid under applicable law. The determination by any court of competent jurisdiction that one or more of the sections or provisions of these Terms and Conditions are unenforceable shall not invalidate the Terms and Conditions, and the decision of such court shall be given effect so as to limit to the extent possible the sections or provisions which are deemed unenforceable. Notice to either party shall be to the address set forth on the Contract, via USPS certified mail to the attention of the General Counsel or individual with equivalent title.
  21. It is agreed that this Agreement is a “Forward Contract” and the Parties are “forward contract merchants” as defined in the Bankruptcy Code (11 U.S.C. Sec 101(25).
  22. The parties enter this Contract in reliance upon the laws, ordinances, rules, codes, regulations, lawful orders and arrangements of and with any government authority applicable to the Product or the performance of this Contract that are in effect on the date of this Contract (collectively, “Regulations”). In the event that any of such Regulations are changed or new Regulations are issued or put in place (collectively, “New Regulations”), whether by law, decree, interpretation or regulation, or by response to the insistence or request of any governmental authority or person purporting to act therefore, and the effect of such changed Regulation or New Regulation a) is not covered by any other provisions of this Contract, or b) in the Seller’s judgment has or will have a material adverse effect upon Seller, or upon the suppliers of Seller, Seller shall have the option to request renegotiation of the pertinent terms provided for in this Contract, to be completed within sixty (60) days of written request therefore, failing which the Seller shall have the right to terminate this Contract effective thirty (30) days after the end of such sixty (60) day period.
  23. Nomination Procedure. Seller shall undertake best efforts to meet requested shipment dates (bill of lading date), but Seller shall not be bound to such shipment date until Seller has accepted such shipment date. Buyer shall communicate tolerance for forward month volume by the 20th of the current month. Nominated tolerance may deviate only by +/- 10% of the base contracted volume.
    1. Ratable (monthly, quarterly, annual) contracts. Nominations are expected to be received 15 days prior to the requested shipment date.  Seller shall have no liability, whether direct or indirect, for any damages, costs, lost profits, or otherwise, resulting or arising from nonratable or late shipments when receiving late nominations. Nominations changed within the shipment month will be executed on a best efforts basis. Single manifest requested delivery dates shall be provided at least fifteen days prior to the start of the shipment period; 
    2. Spot contracts. Spot contracts will define expected Bill of Lading dates. Nominations are expected from Buyer the second to the last business day prior to week of shipment. If nominations are received by the second to last business day prior to week of shipment, Seller will be held responsible for ratable shipments in accordance with the nominations. Nominations received any later than the second to last business day prior to the week of shipment will be considered late, and Seller shall have no liability, whether direct or indirect, for any damages, costs, lost profits or otherwise, resulting or arising from non-ratable or late shipments. 
  24. Insurance. To extent Buyer brings trucks on Seller’s property, Buyer (or its trucking agent) shall obtain and maintain at all times the following insurance coverage: i. Commercial general liability (including automobile), insurance, with minimum limits of $500,000 per occurrence and $1,000,000 aggregate. ii. Workers’ Compensation and Employer’s Liability Insurance meeting applicable statutory limits. To the extent allowed by law the policies shall include a waiver of subrogation rights against Seller. If requested, Buyer shall provide certificates of insurance coverage evidencing the insurance required herein remains in force. Any coverage provided by Buyer is considered to be primary insurance and non-contributory to any coverage carried by or on behalf of Seller. 
  25. INFORMATION; BUYER’S FINISHED PRODUCTS. Seller may provide Buyer with information regarding the use of the Goods in Buyer’s product. With regard to such occurrences, Buyer acknowledges that Seller is in no way responsible for Buyer’s use of the Goods or Buyer’s marketing or sale of its finished products. Buyer acknowledges that Seller cannot anticipate all conditions under which the Goods may be used, and therefore Buyer agrees to conduct its own tests to determine the safety and suitability of the Goods for Buyer’s purposes. Without limiting the foregoing, Seller may furnish copies of and/or direct Buyer to data relating to the Goods (or materials therein) to assist Buyer in determining and/or making claims in relation to Buyer’s finished products. While Seller may provide such data from time to time, Buyer understands and agrees that (i) Seller makes no warranties, express or implied (whether in these Terms and Conditions or any other document or writing provided to Buyer in connection with the transactions contemplated hereby) with respect to such data, (ii) Buyer assumes all risks associated with any use of such data, (iii) Buyer is solely responsible for the evaluation of such data and the determination of the legality of any claims (including general marketing, health, therapeutic, efficacy and any other claims) in relation to Buyer’s finished products, (iv) Buyer hereby releases and forever discharges Seller from any and all liability whatsoever relating to the provision or use of such data, (v) Buyer shall treat all such data as confidential information of Seller and shall not disclose such data to any third party without the prior written consent of Seller, and (vi) Buyer agrees to indemnify and save Seller harmless of and from any and all losses, costs (including, without limitation, reasonable attorneys’ fees) and claims arising out of, or in connection with, the marketing and sale of Buyer’s finished products.. 
  26. LIMITATION OF LIABILITY. IN NO EVENT WILL SELLER’S AGGREGATE LIABILITY TO BUYER FOR ALL DAMAGES ARISING FROM ANY AND ALL CLAIMS RELATED TO ANY BREACH OF THIS AGREEMENT, NON-DELIVERY OF ANY GOODS, OR PROVISION OF ANY GOODS, REGARDLESS OF WHETHER THE FORM OF ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, EXCEED THE TOTAL PRICE PAID BY BUYER TO SELLER FOR THE SPECIFIC GOODS IN RESPECT OF WHICH DAMAGES ARE CLAIMED. NO CLAIM SHALL BE ALLOWED FOR GOODS THAT IN ANY MANNER HAVE BEEN PROCESSED OR COMINGLED WITH ANY THIRD-PARTY PRODUCT. NO CHARGE OR EXPENSE INCIDENT TO ANY CLAIMS WILL BE ALLOWED UNLESS APPROVED BY THE GENERAL MANAGER OR ALCOHOL SALES DIRECTOR OF SELLER IN ADVANCE. IN ADDITION, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BUYER WAIVES ANY CLAIM TO INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR MULTIPLIED DAMAGES, OR LOST PROFITS, LOST REVENUES, OR LOSS OF BUSINESS REPUTATION (IN EACH CASE REGARDLESS OF WHETHER CATEGORIZED AS DIRECT OR CONSEQUENTIAL DAMAGES), ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, NON-DELIVERY OF ANY GOODS, OR PROVISION OF ANY GOODS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BUYER WAIVES AND AGREES NOT TO ASSERT NON-CONTRACTUAL CLAIMS ARISING UNDER STATE LAW RELATING TO ANY BREACH OF THIS AGREEMENT, NON-DELIVERY OF ANY GOODS, OR PROVISION OF ANY GOODS, AND THESE TERMS AND CONDITIONS SHALL BE DEEMED TO INCLUDE SUCH LANGUAGE AS MAY BE REQUIRED TO EFFECT SUCH WAIVER.
  27. CONFIDENTIALITY. All information and materials (including the Goods, the terms of any Order Confirmation or any other arrangement or document(s) relating to the Goods) provided by Seller to Buyer are confidential and may not be disclosed by Buyer to any third parties (other than Buyer’s affiliates), or used by Buyer or its affiliates for any purpose other than to purchase and/or use the Goods in accordance with these Terms and Conditions, without Seller’s prior written consent. 
  28. APPLICABLE LAW AND JURISDICTION. These Terms and Conditions shall be governed by, and construed in accordance with, the laws of the state of Missouri, without giving effect to the principles of conflicts of laws thereof. Any suits, actions or proceedings that may be instituted by Buyer or Seller shall be initiated exclusively before the courts of the state of Missouri.
  29. Seller Policies; Privacy. Seller sets high standards for its employees, officers, directors, suppliers, vendors and those with whom Seller does business. In choosing to do business with Seller, Buyer acknowledges it is aware of and accepts the policies and practices outlined in Show Me Ethanol’s written corporate governance policies, which include its Anti-Corruption Policy, its Code of Ethics, its Code of Vendor Conduct, its Environmental Policy, its Human and Labor Rights Policy, and its Occupational Health & Safety Policy Seller also takes very seriously the privacy of its customers, vendors, suppliers and those with whom Seller does business. In choosing to do business with Seller and performing under the Contract, Buyer acknowledges and agrees to Seller’s Privacy Policy. In the event of a reorganization, merger, sale, joint venture, assignment, transfer or other disposition of all or any portion of Company’s business, assets or stock (including in connection with any bankruptcy or similar proceedings), Company would have a legitimate interest in disclosing or transferring Seller’s information to a third party, such as an acquiring entity and its advisors.

 

Updated December 2023