Acceptance. All purchase orders for any fish (herein the “Goods”) and acceptances of Goods by any customer (herein “Buyer”) are EXPRESSLY CONDITIONED ON THE ASSENT TO THE TERMS AND CONDITIONS PRINTED HEREON, AND NO TERMS ADDITIONAL TO OR DIFFERENT FROM THOSE STATED HEREIN ARE BINDING ON Red Hills Fishery, LLC (HEREIN THE “Seller”) UNLESS AGREED TO IN WRITING BY  Seller.

Title and Risk of Loss. Title and risk of loss or damage to the Goods shall pass to the Buyer upon tender of delivery F.O.B. Seller’s facility in Thomas County, Georgia unless otherwise agreed upon by the parties, except that a security interest in the Goods shall remain in the Seller until full payment has been made. Buyer agrees upon request to do all things and acts necessary to perfect and maintain said security interest and shall protect the Seller’s interest by adequately insuring the Goods against loss or damage from any cause.

Price, Taxes, and Payment Terms. Unless otherwise agreed, prices and terms quoted are F.O.B., Seller’s facility, and the amount of any applicable local, state or federal taxes on the Goods shall be added to the price and paid by Buyer. Buyer represents that Buyer is solvent and can and will pay for the Goods sold to Buyer in accordance with the terms hereof.  Payment terms are Net 30 days; a 5% (five-percent) late payment charge shall be assessed with respect to any delinquent payments.

Delivery. Any delivery schedules which may be specified for shipment of the Goods are only estimates and the Seller shall not incur any liability, either directly or indirectly, nor shall any order be canceled because or as a result of delays in meeting such dates or schedules. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CLAIMS FOR LABOR OR FOR ANY CONSEQUENTIAL OR ANY OTHER DAMAGES RESULTING FROM FAILURE OR DELAY IN DELIVERY. NO DELIVERY DATES ARE GUARANTEED.

Force Majeure. In any event and in addition to all other limitations stated herein, Seller shall not be liable for any act, omission, result or consequence, including but not limited to, any delay in delivery or performance which is (i) due to any act of God, the prior performance of any government order, any order bearing priority rating or order placed under any allocation program (mandatory or voluntary) established pursuant to law, local labor shortage, fire, flood, or other casualty, governmental regulation or requirement, shortage or failure of raw material, supply, fuel, power or transportation, break down of equipment, or any cause beyond Seller’s reasonable control whether of similar or dissimilar nature to those above enumerated, or (ii) due to any strike, labor dispute, or difference with workers, regardless of whether or not Seller is capable of settling any such labor problem.

Laws, Ordinance, and Regulations. Seller shall utilize reasonable efforts to cause the Goods to comply with its interpretation of federal safety, health and environmental regulations and insurance codes of a national scope. However, Seller shall not be responsible for compliance with local interpretations of such federal regulations or insurance codes nor with any local laws, ordinances, codes and/or regulations which may at any time be in effect at any location where the Goods are to be utilized, unless such responsibility shall be expressly assumed by the Seller in writing.

Condition. To the best of the Seller’s actual knowledge, the Goods are free of any known defects. Buyer shall notify Seller in writing not more than 72 (seventy-two) hours of any observation to the contrary.

Exclusion of Other Warranties. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THERE ARE NO WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, WHICH APPLY TO THE GOODS. NO WARRANTIES OR REPRESENTATIONS AT ANY TIME MADE BY ANY REPRESENTATIVE OF THE SELLER SHALL BE EFFECTIVE TO VARY OR EXPAND THE ABOVE EXPRESS WARRANTY OR ANY OTHER TERMS HEREOF.

Liability Limitation. Seller’s liability hereunder shall be limited to the obligation to replace the Goods. Seller’s total cumulative liability in any way arising from or pertaining to any Goods sold or required to be sold under any contract shall NOT in any case exceed the purchase price paid by the Buyer for such Goods. IN NO EVENT SHALL SELLER HAVE ANY LIABILITY FOR COMMERCIAL LOSS, CLAIMS FOR LABOR, OR ANY CONSEQUENTIAL DAMAGES OF ANY OTHER TYPE WHETHER BUYER’S CLAIM BE BASED IN CONTRACT, TORT, WARRANTY, STRICT LIABILITY, OR OTHERWISE. IT IS EXPRESSLY AGREED THAT BUYER’S REMEDIES EXPRESSED IN THIS PARAGRAPH ARE BUYER’S EXCLUSIVE REMEDIES.

Applicable Law. The terms and conditions applicable to any sale of Goods by the Seller shall be determined and construed in accordance with, and shall be governed by, the laws of the State of Georgia and Buyer and the Seller agree to submit to the jurisdiction of the appropriate state or federal court within Georgia for purpose of resolving any dispute or claim arising in connection with said transaction.

Permits and Licenses. Buyer warrants that it is in possession of, and shall be solely responsible for any and all licenses or permits required for delivery, shipment or transportation of the Goods to their ultimate destination and/or end user.

Terms for Re-Sale: Under the Titan Bass TM name, Buyer may only sell bass that have been bred by Red Hills Fishery, LLC in its facility in Boston, GA (“RHF Origin Bass”), and Buyer shall not knowingly sell bass under the Titan Bass TM name that have bred in any other facility outside of Boston, GA.  Buyer will not utilize any RHF Origin Bass as brood stock in any breeding program.  Buyer will not knowingly provide RHF Origin Bass to other parties for breeding purposes.  Without express written permission of seller, buyer shall not sell bass under the Titan Bass TM name if fish have previously been held for more than 30 days in buyer’s possession.

Buyer understands that without express written consent, providing any sample, having information processed, accessing information, or providing information, acquires no rights to the Buyer in any research or commercial products that may be developed by Red Hills or its collaborators from such samples or activities. Buyer specifically will not receive compensation for any research or commercial products that include or result from Buyer's information.