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EXHIBIT 10.7
DISTILLER'S GRAINS MARKETING
AGREEMENT
THIS
DISTILLER'S GRAINS MARKETING AGREEMENT ("Agreement") is made
and entered into as of the date set forth above the signatures
to this Agreement by and between Hawkeye Gold, LLC, a Delaware
limited liability company ("Gold"), and the entity whose name
appears on the signature page to this Agreement
("Producer").
RECITALS:
| A. |
Producer
operates an ethanol plant located in or around the location set
forth below Producer's signature to this Agreement (as it may be
expanded from time to time, the "Plant").
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B.
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Producer
desires to sell to Gold, and Gold desires to purchase from
Producer, all the dried distiller's grains ("DDG") and wet
distiller's grains (including modified wet distiller's grains,
"WDG") produced at the Plant (collectively, the "Distiller's
Grains"), all upon and subject to the terms and conditions set
forth in this Agreement.
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NOW,
THEREFORE, in consideration of the foregoing Recitals and the
agreements set forth in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Gold and Producer agree as
follows:
1.
PURCHASE AND SALE OF DISTILLER'S GRAINS .
Gold
shall use commercially reasonable efforts to from time to time
submit purchase orders or purchase contracts (each, a "Purchase
Order") to Producer for purchases of the Distiller's Grains, all
upon and subject to the terms and conditions of this Agreement.
Gold may place a Purchase Order with Producer by email or by a
written purchase order or contract in a form mutually acceptable to
Producer and Gold. The terms of any Purchase Order may include a
request for the sale and delivery of Distiller's Grains on a
one-time basis or on a daily, weekly, monthly or other periodic
basis. Each Purchase Order shall be irrevocable by Gold, unless and
until the time at which the particular Purchase Order becomes a
Rejected Purchase Order (as that term is defined
below).
Producer
may accept or reject each Purchase Order, in whole, but not in
part, but Producer may only reject a Purchase Order for and on
a commercially reasonable basis. Producer shall notify Gold of
whether Producer accepts or rejects each particular Purchase
Order within the time period specified in the Purchase Order
in question, or if no time period is specified in the Purchase
Order, within 24 hours of Producer's receipt of the Purchase
Order (in either case, the "Acceptance Period"), and if
Producer fails to notify Gold within the Acceptance Period,
Producer shall be deemed to have rejected the Purchase Order
in question. Gold reserves the right to require Producer to
accept or reject any particular Purchase Order or Purchase
Orders only in writing.
Any
Purchase Order which is accepted by Producer is referred to in
this Agreement as an "Accepted Purchase Order", and any
Purchase Order which is rejected by Producer is referred to in
this Agreement as a "Rejected Purchase Order".
Producer
shall not sell or otherwise dispose of any Distiller's Grains
to any person other than Gold during the term of this
Agreement, except only that if Gold fails to take delivery of
Distiller's Grains from the Plant and such failure will result
in the Storage Limit (as that term is defined in Section 5(c))
being exceeded, then Producer may sell or otherwise dispose of
only the amount of Distiller's Grains as are necessary to
cause the Storage Limit to not be exceeded provided Producer
gives Gold at least 24 hours prior written notice of
Producer's intent to sell or dispose of any Distiller's Grains
pursuant to this paragraph.
Gold
may purchase and otherwise deal in dried distiller's grains,
wet distiller's grains and other products for Gold's own use
or account, and Gold may also market and sell dried
distiller's grains, wet distiller's grains and other products
of other persons (including affiliates or related parties of
Gold), and provide services to other persons, on such terms
and conditions as are determined by Gold from time to time,
but subject to Gold's compliance with Sections 14(c) and
14(e).
2.
PURCHASE PRICE; PAYMENT OF PURCHASE PRICE .
The purchase price payable by Gold to Producer for the Distiller's
Grains which are purchased by Gold pursuant to this Agreement is as
follows:
(a)
The
purchase price for DDG shall be the F.O.B. Plant Price (as
that term is defined below) for the DDG in question, less a
marketing fee equal to the greater of (i) two percent (2%) of
the F.O.B. Plant Price for the DDG, or (ii) the amount
determined by multiplying the number of tons of DDG (rounded
to the nearest one hundredth decimal point) by
$1.30.
(b)
The
purchase price for WDG shall be the F.O.B. Plant Price for the
WDG in question, less a marketing fee equal to the greater of
(i) three percent (3%) of the F.O.B. Plant Price for the WDG,
or (ii) the amount determined by multiplying the number of
tons of WDG (rounded to the nearest one hundredth decimal
point) by $1.00.
The
marketing fee which is retained by Gold pursuant to
subparagraphs (a) and (b) above is at times referred to in
this Agreement as the "Marketing Fee".
The
term "F.O.B. Plant Price" means the sale price and other
amounts billed or invoiced to the Gold customer in question
for the DDG or WDG in question, less both all Reimbursement
Amounts and all Freight Costs (as those terms are defined
below).
The
term "Reimbursement Amounts" means the sum of all amounts
which were billed to the Gold customer in question which are
for reimbursement of out-of-pocket costs and expenses of Gold.
The term "Freight Costs" means all direct and indirect costs
and expenses paid or incurred by Gold in connection with the
pick-up, shipment, delivery or other transportation of
Distiller's Grains to the Gold customer in question, including
freight, insurance, express bills and terminal
fees.
If
the Reimbursement Amounts and the Freight Costs equal or
exceed the sale price for any particular Distiller's Grains,
it will be commercially reasonable for Gold to fail to submit
a Purchase Order to Producer for those Distiller's
Grains.
Subject
to Sections 3, 9 and 38, and to possible extension as provided
in Section 5(b), Gold shall pay Producer for Distiller's
Grains which have been delivered to Gold at the Plant during a
given week (i.e. Sunday through Saturday) so that the payment
is received by Producer on or before the second (2
nd )
following Friday which follows the close of the week in question.
Each payment shall be accompanied by a summary which identifies the
Distiller's Grains which are the subject of the payment and which
includes the gross sales prices, the F.O.B. Plant Prices, the
Reimbursement Amounts and the Freight Costs for each shipment of
such Distiller's Grains. Any late payments shall accrue interest in
accordance with Section 37.
3.
ON-SITE MERCHANDISER .
If Gold and Producer have both placed their initials or signature
in the margin next to this Section, then Gold shall provide and
maintain a fulltime Distiller's Grains merchandiser at the Plant
(the "Merchandiser"), and Producer shall, at Producer's cost and
expense, provide the Merchandiser with reasonable administrative
support, office space and other facilities and supplies at the
Plant and shall otherwise reasonably cooperate with and assist the
Merchandiser. Producer shall also pay Gold a fee with respect to
the Merchandiser of one-half percent (.50%) of the F.O.B. Plant
Price for all Distiller's Grains purchased by Gold pursuant to this
Agreement (the "Merchandiser Fee"). The Merchandiser Fee may be
retained and withheld by Gold from the payments which are to be
made by Gold to Producer pursuant to Section 2, or, if mutually
agreed by Gold and Producer, Gold may invoice Producer for the
Merchandiser Fee on a monthly basis. In the latter event, the
Merchandiser Fee shall be due and payable by Producer within ten
days of the date of Gold's invoice. The Merchandiser shall be and
remain an employee of Gold, and Gold may designate and replace the
Merchandiser at any time, in Gold's discretion.
4.
PRODUCTION AND LOADING SCHEDULES .
Producer
shall provide to Gold, by the second business day of each week,
production schedules that will (i) estimate the Distiller's Grains
production schedule at the Plant for the following six calendar
weeks (the "Six Week Schedule"), and (ii) estimate the Distiller's
Grains production schedule at the Plant for the six calendar weeks
which follow the Six Week Schedule. Producer shall also provide to
Gold, on a daily basis by 8:30 a.m. Central Standard Time, a status
report regarding that day's Distiller's Grain inventory and
production schedule for the Plant.
Gold
shall schedule the loading and shipping of all Distiller's
Grains at the Plant, and shall provide Producer with daily or
other periodic loading schedules specifying the quantities of
Distiller's Grains to be removed from the Plant each day, and
specifying the method of removal (i.e., by truck or rail),
with sufficient advance notice so as to allow Producer, acting
in a commercially reasonable manner, to timely perform
Producer's drying, loading and related obligations under this
Agreement. No loading of Distiller's Grains at the Plant shall
occur outside of Producer's normal and ordinary course
business hours without Producer's consent, which consent shall
not be unreasonably delayed, withheld or
conditioned.
Gold
and Producer shall cooperate in coordinating production and
loading schedules, including by promptly notifying the other
of any changes in any production or loading schedules
delivered hereunder; provided, however, that Gold shall be
entitled to act and rely upon each Six Week Schedule provided
by Producer and each loading schedule provided by
Gold.
5.
DELIVERY, STORAGE, LOADING, TITLE .
(a)
Delivery .
The place of delivery for all Distiller's Grains purchased by Gold
under this Agreement shall be F.O.B. the Plant. Producer shall
grant and allow Gold and its agents (including all truck and rail
carriers) access to the load out and storage areas for Distiller's
Grains at the Plant and to the scales at the Plant in a manner and
at all times reasonably necessary and appropriate for Gold to take
delivery of Distiller's Grains in accordance with the loading
schedules provided by Gold pursuant to Section 4.
(b)
Producer Delivery Reports .
Producer shall provide Gold each day, weekends and holidays
excluded, with meter or weight certificates and, with respect to
truck deliveries, bills of lading, for the previous day's
deliveries of Distiller's Grains to Gold. The meter or weight
certificates and bills of lading with respect to any deliveries
which are made on a weekend or a holiday will be provided to Gold
on the next succeeding business day. Gold shall in no event be
obligated to pay for a shipment of Distiller's Grains until Gold
has received the meter or weight certificates and also the bills of
lading for such Distiller's Grains, and Gold's obligation to pay
for Distiller's Grains shall be extended one week for each four
days late that such meter or weight certificates and/or bills of
lading are provided to Gold.
(c)
Producer Storage .
Producer shall provide storage space at the Plant for not less than
8 full days of combined Distiller's Grains production at the Plant
(the "Storage Limit"), based on the Plant's then normal operating
capacity, and such storage space shall be continuously available
for Gold's use for storage of Distiller's Grains, without charge to
Gold.
(d)
Loading .
Subject to Section 6, Gold shall arrange for all trucks and
railcars to be at the Plant for pick-up of Distiller's Grains in
accordance with Gold's loading schedules as provided to Producer
pursuant to Section 4.
Producer
shall provide and supply, without charge to Gold, all
facilities, equipment and labor necessary to load the
Distiller's Grains into the trucks or railcars at the Plant in
accordance with the loading schedules provided by Gold
pursuant to Section 4. Producer agrees that all railcars shall
be loaded to full visible capacity at the Plant. Producer
shall maintain all loading facilities and equipment at the
Plant in accordance with industry standards and in good and
safe operating condition and repair, subject to ordinary wear
and tear and depreciation.
(e)
Handling of Distiller's Grains .
Gold and Producer shall each handle the Distiller's Grains during
the loading process in a good and workmanlike manner in accordance
with the other's reasonable requirements and customary industry
practices.
(f)
Title and Risk of Loss .
Subject to Section 9, title, risk of loss, and shipping
responsibility for Distiller's Grains which are loaded into trucks
at the Plant shall pass from Producer to Gold upon the loading of
such Distiller's Grains into the trucks at the Plant and Producer's
delivery to the truck carrier of a bill of lading for the
Distiller's Grains in question. Subject to Section 9, title, risk
of loss, and shipping responsibility for Distiller's Grains which
are loaded into railcars at the Plant shall pass from Producer to
Gold upon the loading of such Distiller's Grains into the railcars
at the Plant and Gold's receipt of written notice (the "Railcar
Loading Notice") from Producer that such Distiller's Grains have
been loaded and are available for billing. Producer shall give each
Railcar Loading Notice to Gold within 12 hours of the loading of
the railcars in question, weekends and holidays excluded. A Railcar
Loading Notice with respect to any deliveries which are made on a
weekend or a holiday shall be provided to Gold within 12 hours of
the start of the next succeeding business day.
6.
PRODUCER MUST PROVIDE RAILCARS .
Gold shall consult with Producer regarding the number of railcars
that may be needed from time to time to ship the Distiller's
Grains, and Producer agrees to use Producer's commercially
reasonable efforts to obtain access to and the use of railcars,
through a railcar lease or other arrangement, for the shipment and
transportation of the Distiller's Grains and to make such of those
railcars as are designated by Producer available to Gold for the
loading, shipment and transportation of Distiller's Grains. Gold
shall not have any liability or responsibility with respect to or
for the lease or other arrangements of Producer regarding the
railcars. Gold shall utilize commercially reasonable efforts to
coordinate the use of Producer's railcars in a cost effective
manner, but Producer acknowledges that the efficient use of
Producer's railcars depends on various factors, many of which are
outside of Gold's control, including general market conditions for
distiller's grains, general railroad and freight conditions, the
frequency of Accepted Purchase Orders, the delivery times under
Accepted Purchase Orders and the locations and related
transportation periods which apply to Gold's customers for
Distiller's Grains.
7.
QUANTITY OF DISTILLER'S GRAINS .
The quantity of Distiller's Grains delivered to Gold under this
Agreement by truck shall be definitively established by outbound
meter and weight certificates obtained from meters and scales of
Producer or another person that are properly certified as of the
time of loading in accordance with any requirements imposed by any
governmental or regulatory authorities and that otherwise comply in
all material respects with all applicable laws, rules and
regulations. Producer agrees to maintain at the Plant, in good and
safe operating condition and repair and in accordance in all
material respects with all applicable laws, rules and regulations,
truck weights suitable for weighing Distiller's Grains. All costs
and expenses incurred in connection with obtaining such
certificates, and maintaining such truck weights, shall be borne by
Producer.
In
the case of rail shipments, the first official railroad
weights will govern and definitively establish the quantity of
Distiller's Grains delivered to Gold under this
Agreement.
Gold
acknowledges that the current estimated monthly production of
Distiller's Grains at the Plant at full operation is set forth
below Producer's signature to this Agreement, but that
Producer may, but is not required to, expand the capacity of
Plant. If Producer determines to expand the capacity of the
Plant, Producer shall give Gold written notice of such
expansion, and of the estimated monthly production of
Distiller's Grains at the Plant after such expansion, at least
six months before the estimated completion date of the
construction activities related to such
expansion.
8.
QUALITY OF DISTILLER'S GRAINS .
Producer acknowledges that (i) Gold intends to sell the Distiller's
Grains as a primary animal feed ingredient, (ii) the Distiller's
Grains are subject to certain industry and governmental standards,
and (iii) consistent quality is important to achieving an optimal
sales price for the Distiller's Grains. Producer agrees that
Producer shall use commercially reasonable efforts to produce and
deliver Distiller's Grains of consistent quality and composition,
and, in addition, but without limiting the generality of the
foregoing, Producer represents and warrants to Gold that, at the
time of delivery by Producer to Gold, all Distiller's Grains: (i)
shall be suitable and safe for use as an animal feed ingredient,
(ii) shall meet the minimum quality standards set forth in Exhibit
"A", (iii) shall not be adulterated or misbranded within the
meaning of the Federal Food, Drug and Cosmetic Act, as amended from
time to time (the "Act"), and (iv) may lawfully be introduced into
interstate commerce under the Act.
9.
REJECTION OF DISTILLER'S GRAINS BY GOLD .
Gold may reject, before or after delivery, any Distiller's Grains
that fail to conform to Section 8 or are otherwise unsaleable
because of a failure to meet industry standards or the requirements
of any applicable law, rule or regulation; provided, however, that
(i) such failure shall not be caused by Gold, Gold's ultimate
customer or another third party after Producer's delivery of such
Distiller's Grains to Gold, and (ii) Producer must receive written
notice of rejection of a load of Distiller's Grains on such basis
from Gold within 48 hours of the delivery of such Distiller's
Grains to the ultimate customer or such Distiller's Grains shall be
deemed to be accepted by Gold.
If
any Distiller's Grains are seized or condemned by any
governmental authority for any reason other than the failure
of Gold to comply with any term of this Agreement (a
"Governmental Seizure"), the Governmental Seizure shall
automatically constitute a rejection by Gold of the
Distiller's Grains which are the subject of the Governmental
Seizure, and Gold shall have no obligation to offer any
defense in connection with the Governmental Seizure. Gold
shall, however, notify Producer of the Governmental Seizure
within 12 hours of Gold receiving notice of the Governmental
Seizure. Gold shall also reasonably cooperate with Producer,
but at Producer's cost and expense, in defending against or
otherwise contesting the Governmental Seizure.
If
any Distiller's Grains are rejected by Gold in accordance with
this Section (the "Rejected Grains"), Gold will, in the
following order:
(a)
Offer
Producer a reasonable opportunity, but in no event to exceed
48 hours following rejection, to examine and take possession
of the Rejected Grains, in Producer's discretion and at
Producer's cost and expense;
(b)
Dispose
of the Rejected Grains in the manner as directed by Producer,
and at Producer's cost and expense, subject to the
requirements of applicable laws, rules and regulations and to
any customer or other third-party rights; or
(c)
If
Gold has no reasonably available means of disposing of the
Rejected Grains, and if Producer fails to direct Gold to
dispose of the Rejected Grains or directs Gold to dispose of
the Rejected Grains in a manner inconsistent with applicable
laws, rules or regulations or with any customer or other
third-party rights, then Gold may return the Rejected Grains
to Producer, at Producer's cost and expense.
Gold's
obligation with respect to any Rejected Grains shall be
fulfilled upon Producer taking possession of the Rejected
Grains, the disposal of the Rejected Grains or the return of
the Rejected Grains to Producer, as the case may be, in
accordance with subparagraphs (a), (b) or (c)
above.
Producer
shall reimburse Gold for all costs and expenses incurred by
Gold for storing, transporting, returning, disposing of, or
otherwise handling Rejected Grains, and Gold shall provide
Producer with reasonable substantiating documentation for all
such costs and expenses. Producer shall also refund any
amounts paid by Gold to Producer for Rejected Grains within 10
days of the date of Producer's receipt of Gold's written
notice of the rejection. Gold has no obligation to pay
Producer for Rejected Grains, and Gold may deduct from
payments otherwise due from Gold to Producer under this
Agreement the amount of any reimbursable costs or any required
refund by Producer as described above.
If
any Distiller's Grains are rejected by Gold in accordance with
this Section following the transfer of title and risk of loss
to Gold under Section 5(f), title and risk of loss shall
automatically revert to Producer effective upon the rejection
of the Distiller's Grains.
10.
TESTING AND SAMPLES .
If Producer knows or has reason to believe that any Distiller's
Grains do not comply with Section 8 or may be subject to rejection
under Section 9, Producer shall promptly notify Gold so that such
Distiller's Grains can be tested before entering interstate
commerce. If Gold knows or has reason to believe that any
Distiller's Grains do not comply with Section 8 or may be subject
to rejection under Section 9, then Gold may obtain independent
laboratory tests of such Distiller's Grains. If the test was
initiated by Gold pursuant to the preceding sentence and if the
Distiller's Grains are tested and found to comply with Section 8
and to not be subject to rejection, then Gold shall be responsible
for the costs of testing such Distiller's Grains. Producer shall be
responsible for all testing costs in all other
circumstances.
Producer
will take an origin sample of Distiller's Grains from every
truck and railcar loaded with Distiller's Grains at the Plant,
using sampling methodology that is consistent with then
prevailing industry standards. Producer will label the samples
to indicate the date of loading, and will retain the samples
for not less than six months.
Producer
shall, within 3 days of the close of each calendar week,
deliver to Gold a composite analysis of all Distiller's Grains
produced at the Plant during such week, and also at such other
times and for such production periods as are requested by Gold
from time to time. The composite analysis shall address,
without limitation, the matters set forth in Exhibit "B" and
shall be in a format reasonably acceptable to Gold and
Producer.
11.
GOLD MARKS .
Gold may market and sell the Distiller's Grains under such names,
marks, brands and logos as are determined by Gold from time to
time, in its sole discretion (collectively, the "Marks"). The Marks
shall at all times be the sole and exclusive property of Gold, and
Gold reserves to itself all rights, entitlements and benefits of
ownership and property of any kind or nature whatsoever in, to or
in any way arising from or related to the Marks, including all
goodwill.
Producer
shall not utilize any of the Marks without the prior written
consent of Gold, which consent may be withheld in Gold's sole
discretion. Any permitted use of any Mark by Producer shall
not grant Producer any rights in the Mark, other than as a
nonexclusive licensee, and shall in each event be (i) limited
in scope, area, use and otherwise in accordance with the
express consent as granted by Gold, (ii) in strict accordance
with Gold's policies and requirements as established by Gold
from time to time, in its sole discretion, regarding the use
of the Marks, (ii) nonassignable and nontransferable, whether
voluntarily or involuntarily, and (iv) terminable at any time
upon the giving of written notice by Gold, with or without
cause, and in the absence of any such written notice,
terminated automatically and immediately upon the effective
time of the termination of this Agreement.
12.
FEES AND EXPENSES .
Except as may be otherwise stated in this Agreement, Producer shall
be responsible for all fees and charges assessed or imposed on the
Distiller's Grains by any governmental authority or industry
organization with respect to the sale and delivery of the
Distiller's Grains to Gold as contemplated by this Agreement,
including for branding, packaging, inspection, or otherwise. If any
such fees or charges are paid by Gold, Producer shall reimburse
Gold for such fees and charges within 10
days of the date of Gold's invoice therefor to Producer, which
invoice shall be accompanied by reasonable supporting
documentation. Gold shall consult with Producer regarding any fees
or charges payable by Producer under this Section and the related
governmental or industry requirements and standards.
13.
DUTIES OF PRODUCER .
In addition to Producer's other duties and obligations under this
Agreement, Producer agrees as follows:
(a)
Producer
shall cooperate with Gold in the performance of Gold's
services under this Agreement, including by (i) providing Gold
in a timely manner with any records or information that Gold
may reasonably request from time to time as part of Gold's
marketing of the Distiller's Grains, and (ii) furnishing any
representative of Gold who may be working at the Plant from
time to time with reasonable administrative support and
facilities.
(b)
Producer
shall at all times have designated to Gold one or more
employees of Producer who shall have authority to act for and
on behalf of Producer under this Agreement, including for
purposes of accepting Purchase Orders (each, a "Producer
Representative"). Producer may change the identity of any
Producer Representative at any time, but no change shall be
effective with respect to Gold unless and until Gold has
received written notice of such change. Any action taken by a
Producer Representative shall bind Producer and may be relied
upon, and acted on, by Gold without inquiry to, or
confirmation from, Producer or any other Producer
Representative. Producer's initial Producer Representative is
identified below Producer's signature to this
Agreement.
(c)
Producer
shall provide Gold with not less than three months prior
written notice of any change in any of the technology which is
from time to time utilized at the Plant if such change may
have a material effect on the Distiller's Grains, including on
the quantity or quality of the Distiller's
Grains.
(d)
Producer
shall allocate Producer's production of distiller's grains
among dried distiller's grains, wet distiller's grains and
modified wet distiller's grains as necessary to comply with
Accepted Purchase Orders and Gold's related loading
schedules.
(e)
Producer
shall perform its duties and obligations under this Agreement
in a commercially reasonable manner and in compliance in all
material respects with all governmental laws, rules and
regulations which are applicable to Producer's duties and
obligations under this Agreement.
(f)
Producer
shall promptly, but in any event within 48 hours, advise Gold
in writing of any material problems with respect to any
Distiller's Grains.
(g)
Producer
shall promptly, but in any event within 48 hours, advise Gold
in writing of any matter regarding any Distiller's Grains
which raises an issue of compliance of the Distiller's Grains
with applicable governmental laws, rules or regulations or
industry standards.
(h)
Producer
shall obtain and continuously maintain in effect any and all
governmental or other consents, approvals, authorizations,
registrations, licenses or permits which are necessary or
appropriate for Producer to fully and timely perform all of
its duties and obligations under this Agreement, including any
state feed inspection tax and all other state licenses,
permits or other approvals which are necessary or appropriate
to market and sell the Distiller's Grains.
(i)
All
Distiller's Grains shall be delivered and sold to Gold by
Producer free and clear of all liens, restrictions on
transferability, reservations, security interests, financing
statements, licenses, mortgages, tax liens, charges, contracts
of sale, mechanics' and statutory liens and all other liens,
claims, demands, restrictions or encumbrances
whatsoever.
14.
DUTIES OF GOLD .
In addition to Gold's other duties and obligations under this
Agreement, Gold agrees as follows:
(a)
Gold
shall use commercially reasonable efforts to achieve the
highest F.O.B. Plant Price available for Distiller's Grains
under the prevailing market conditions at the time of sale by
Gold.
(b)
Gold
shall perform its duties and obligations under this Agreement
in a commercially reasonable manner and in compliance in all
material respects with all governmental laws, rules and
regulations which are applicable to its services under this
Agreement.
(c)
In
the event of a conflict of interest between the interests of
Producer and one or more other ethanol plants from which Gold
purchases dried distiller's grains or wet distiller's grains
and/or markets them for sale (each, an "Other Client"),
including in the case of a Producer Identified Purchaser (as
that term is defined in Section 14(j)) and with respect to
allocations of sales during times of excess supply of
distiller's
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