In consideration of the extension of credit and/or the continuation of previously extended credit by KAP Organic Agro, LLC, its affiliates, or subsidiaries ("KAP"), Customer hereby agrees to the following terms and conditions:

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1. Customer Representation
   All information provided in this Application for Credit and Continuing Guarantee shall form the basis for a Credit Agreement and is true and complete. Customer may not assign its rights or obligations hereunder without prior written approval of KAP.

2. Acceptance
   The person signing this application represents that they are either the Customer or a representative of the Customer with full legal authority to enter into legally binding agreements on behalf of the Customer. This Credit Agreement may be executed in counterparts, including by means of electronic (.pdf) signatures. Each counterpart shall be deemed an original, and all counterparts collectively shall constitute one and the same agreement.

3. Financial Investigation
   Customer’s and any Guarantor’s signature authorizes KAP to investigate the credit backgrounds of the Customer and/or any Guarantors, officers, or owners using references provided and other sources, including consumer credit agencies and industry trade groups. Customer also authorizes financial institutions or agencies to release relevant financial information to KAP to support credit decisions.

4. Use of Credit Information
   KAP agrees to use the data provided solely for rendering a credit decision for a commercial account. This data will not be disclosed to third parties, except as necessary for the purpose of extending credit or as required by law.

5. Credit Limit
   KAP reserves the right to set, increase, or decrease Customer’s credit limit at its sole discretion. If Customer’s purchases exceed the approved credit limit, such purchases will be deemed a request for an increased limit. Customers will be deemed to have knowledge of such additional credit purchases and agree to assume full responsibility for such amounts.

6. Payment
   Payment terms are as indicated on KAP’s invoice to the Customer. Standard terms are Net 30 days from the invoice date unless specified otherwise. Payment for COD accounts is due on delivery. KAP reserves the right to withhold shipments or require pre-payment if payments are not made timely. All payments are applied first to finance charges, then to the product balance.

7. Late Payment
   Accounts not paid by the due date may incur a late charge of 1.5% per month (18% per annum) on the unpaid balance or a lesser amount as determined by KAP. Customers will also be liable for all costs, including attorney’s fees, incurred by KAP in enforcing any provision hereof or collecting payment.

8. Non-Delivery of Goods
   KAP is not liable for damages resulting from the non-delivery of goods due to circumstances beyond its control. While efforts are made to ensure timely availability, KAP cannot guarantee immediate product delivery in all cases. KAP will make its best effort to inform the Customer of potential delays or changes to the delivery of the products.

9. Order and Shipment
   Delivery terms will follow KAP’s shipping policy. KAP is not obligated to any terms and conditions that may be set forth in Customer’s purchase orders unless such terms and conditions have been agreed upon in writing by KAP. All shipments are FOB point of shipment. Customers are responsible for transportation costs, insurance, and other expenses for the delivery of products from KAP’s shipping point to the Customer’s destination.

   Claims for shortages must be made within three (3) days of delivery via phone and confirmed in writing within five (5) days. Approval of claims is at KAP’s discretion. Failure on the Customer’s part to inform of shortages will be deemed as acceptance in full of any such delivery and responsibility to pay the full invoice value. For any shortage claim accepted by KAP, at its sole discretion, KAP will either replace the lost or damaged product or issue a credit memo.

10. Security Interest
    Customer grants KAP a purchase money security interest in the products purchased and agrees to cooperate with KAP to record or perfect this security interest.

11. Returns
    Products may be returned for credit subject to KAP’s current return policy. Returns are only accepted at KAP’s sole discretion if KAP determines that the Customer is not in default of this agreement.

12. Disclaimer and Limitation of Liability
    KAP MAKES NO WARRANTIES OF ANY KIND WITH REGARD TO THE PRODUCTS. KAP DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL KAP BE LIABLE FOR ANY LOSS, DAMAGE, OR COST FOR BREACH OF WARRANTY. KAP WILL NOT, IN ANY EVENT, BE LIABLE FOR ANY LOSS OF REVENUE, PROFIT, USE OF DATA, INTERRUPTION OF BUSINESS, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT, OR IN ANY WAY CONNECTED TO THIS AGREEMENT EVEN IF KAP HAS BEEN ADVISED OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, OR OTHERWISE. IN NO EVENT WILL KAP’S LIABILITY TO CUSTOMER EXCEED THE PURCHASE PRICE PAID FOR THE PRODUCT THAT IS THE BASIS OF THE CLAIM.

13. Governing Law & Submission to Jurisdiction
    These Terms and Conditions, Customer’s obligations, and any legal proceedings arising out of this Credit Agreement shall be governed by and construed in accordance with the laws of the State of California. For purposes of any proceeding involving this Credit Agreement or any of the obligations of Customer, Customer hereby submits to the nonexclusive jurisdiction of the courts of the State of California in the County of Alameda. Customer agrees not to raise and waives any objection to, or defense based upon, the venue of any such court or based upon forum non conveniens.

14. General
    This Credit Agreement, along with these Terms and Conditions, constitutes the entire agreement between the Customer and KAP, superseding all prior or contemporaneous written or oral statements, representations, negotiations, agreements, and understandings related to the sale of products or the extension of credit. If any provision of this Credit Agreement or these Terms and Conditions is found to be invalid or unenforceable for any reason, the remaining provisions shall continue in full force and effect. Any amendments or modifications to this Agreement and the Terms and Conditions must be made in writing and signed by both parties. The failure of either party to enforce strict compliance with any provision of this Agreement or the Terms and Conditions shall not be construed as a waiver of any existing or future breach or default. Any notice required under this Agreement shall be in writing and deemed effective when transmitted via facsimile, email, or regular mail to the addresses specified in the Credit Application or as otherwise provided in writing by the respective party.

15. Recommendations for PCAs, CCAs, and Agronomists
    At its sole discretion, KAP will provide recommendations to Pest Control Advisors (PCAs), Certified Crop Advisors (CCAs), and/or Agronomists engaged by the Customer. These recommendations will pertain specifically to the products sold by KAP, including guidance on their implementation and application. The Customer and their PCA, CCA, and/or Agronomist are responsible for reviewing and evaluating the information provided by KAP to determine its validity and suitability for their specific conditions. The ultimate responsibility for implementing the recommendations and ensuring the success or failure of a crop remains with the Customer or their designated advisors.