Exhibit 10.32


 


[Portions of this Exhibit have been omitted pursuant to a
request for confidentiality under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  A copy of this
Exhibit with all sections intact has been filed separately with the Securities
and Exchange Commission.]


 


 


FORM OF 2003 SUGARBEET DELIVERY
AGREEMENT


 


	
  Federal ID No.

  	
   

  	
  Agreement No.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:                                                          ,
  2003

  



 


SIDNEY SUGARS INCORPORATED
(“SSI”) and


(“Grower”),


[a corporation, a partnership, an individual]*, whose address is


                                                                                                    ,
State of


hereby agree as follows:


 


1.             Purchase
and Sale.  Grower shall
grow and shall deliver and sell to SSI during the 2003-crop season, and SSI
shall purchase from Grower, the sugarbeets as described on the attached
Addendum(s) in accordance with the terms of this Agreement (this Agreement and
such Addendum(s) together with the Exhibits attached hereto being collectively
referred to herein as the Agreement). 
SSI shall not be obligated to purchase, and Grower agrees to destroy
prior to August 15, 2003, sugarbeets from all acres planted in excess of that
set forth on the Addendum(s) attached hereto. 
SSI hereby reserves the right to prorate deliveries to be made under
this Agreement.  Any such proration
shall be established by SSI after a determination by SSI that it may not be
able to economically process the entire crop for any reason, including but not
limited to, government imposed marketing allocations and for a larger than
anticipated crop yield.  A proration
shall be communicated to, and applied against, all growers of SSI on a uniform
and equitable basis.  Title and risk of
loss for sugarbeets purchased hereunder shall pass from Grower to SSI at the
time the sugarbeets are placed on the piler belt.


 


2.             Agricultural
Practices.  The
sugarbeets shall be planted not later than June 1, 2003 unless a later date is
approved in advance in writing by SSI. 
Grower shall not plant sugarbeets in the same field in consecutive years
unless approved in advance in writing by SSI. 
Grower shall not apply nitrogen fertilizer to the sugarbeets after July
1, 2003 unless approved in advance in writing by SSI.  Grower shall not irrigate the sugarbeets within the 20-day period
immediately prior to the date that harvest and delivery of the sugarbeets are
scheduled to commence unless approved in advance in writing by SSI.  EXCEPT UNDER UNAVOIDABLE EMERGENCY
CONDITIONS, GROWER SHALL REMOVE THE SUGARBEET FOLIAGE FROM THE CROP ONLY ON
THE DAY ON WHICH SUGARBEETS ARE HARVESTED AND SHALL PROTECT THE SUGARBEETS
FROM SUN AND FREEZING TEMPERATURES 
AFTER REMOVAL FROM THE GROUND. 
Except as expressly set forth in this Agreement, Grower is not obligated
to adopt or conform to agricultural practices recommended by SSI or its
employees.  In no event shall SSI be
liable for any failure or partial failure of Grower’s sugarbeet crop or damage
to the sugarbeets.


 












*
Strike out all but the appropriate designation.  If a partnership, the name of the partnership, if any, and the
names of all partners should appear.


 

















 


3.             Restricted
Chemicals.  Grower shall
not apply to the sugarbeets, or to the land upon which the sugarbeets are
grown, any “pesticide chemical” as defined in the Federal Food, Drug, and
Cosmetic Act, as amended, unless a regulation shall then be in effect under
Section 408 of such Act exempting such chemical from the requirement of a
tolerance or prescribing a tolerance for such chemical, in which event such
chemical may be applied to the sugarbeets, or land upon which the sugarbeets
are grown, only at such time and in such manner and quantities as shall be
within the tolerance prescribed for sugarbeets, and any quantity of such chemical
in or on sugarbeets delivered hereunder shall be within the tolerance
prescribed in such regulation.  Grower
acknowledges and agrees that SSI shall have the right to reject and refuse
delivery of any sugarbeets to which have been applied, or which have been grown
on land to which has been applied, any unauthorized, non-registered,
non-approved or prohibited pesticide, herbicide, chemical or other
substance.  Grower further acknowledges
and agrees that SSI’s right to reject or refuse delivery of any of said
sugarbeets may be invoked by SSI at its sole option, regardless of whether or
not use of, or application of, an unauthorized, non-registered, non-approved,
or prohibited pesticide, herbicide, chemical or other substance results in, or
may result in, a residue in or on the sugarbeets grown, or sugar or by-products
produced from such sugarbeets.  Grower
warrants that the sugarbeets shall be produced and delivered in compliance with
all applicable State and Federal laws and the rules and regulations thereunder,
including, but not limited to, Section 12 of the Fair Labor Standards Act
relating to the employment of minors.


 


4.             Sugarbeet
Seed.  Grower shall use
only such sugarbeet seed as may be jointly approved, in advance, by SSI and the
Association.  SSI makes no warranties
with respect to approved sugarbeet seed varieties.


 


5.             Condition
of Sugarbeets.  Grower
shall deliver the sugarbeets to SSI in good condition at the receiving station
designated on the Addendum(s) hereto (which designation may be changed by SSI
by notice to Grower near the completion of harvest to avoid an insufficient or
uneconomic utilization of a receiving station) properly topped and free from
excessive amounts of dirt, stones, leaves, trash or other foreign substances
which may interfere with the handling or processing of the sugarbeets.  GROWER SHALL NOT DELIVER AND SSI SHALL NOT
BE OBLIGATED TO RECEIVE OR TO PAY FOR AND MAY REJECT (i) sugarbeets not grown,
harvested or delivered in compliance with the terms of this Agreement; (ii) sugarbeets
of less than 12% sugar content; (iii) sugarbeets of less than 80% purity; (iv)
diseased, frozen, freeze damaged, wilted or improperly topped sugarbeets; (v)
sugarbeets which are commingled with excessive amounts of dirt, stones, leaves,
trash or other foreign substances; or (vi) sugarbeets which for any other
reason are not suitable for the manufacture of sugar.  SSI’s failure to reject any sugarbeets shall not constitute a
waiver by SSI of, or in any manner impair, SSI’s right to reject any other sugarbeets
under this Agreement.


 


6.             Timing of
Deliveries.  Sugarbeets
shall be harvested and delivered as and when scheduled by SSI until the
beginning of regular harvest (the beginning of regular harvest is hereinafter
referred to as the “initial piling date”). 
No sugarbeets may be delivered before the initial piling date unless
covered by an Early Harvest Amendment between Grower and SSI.  The initial piling date will begin on a date
determined by SSI no earlier than September 26, 2003 and no later than October
1, 2003.  On and after the initial
piling date, Grower shall harvest and deliver all unharvested sugarbeets as
soon as possible without further notification and, unless prevented by weather
conditions, shall complete delivery of all sugarbeets by December 1, 2003.  If weather conditions prevent the harvest of
all sugarbeets prior to December 1, 2003 and if the Factory is still operating,
Grower may deliver during such operating period at such times and places as may
be designated by SSI.  After consultation
with the Association, SSI may (i) change the initial piling date, (ii) control
and restrict deliveries after the initial piling date, or (iii) control and
restrict deliveries during any period when warm weather may subject sugarbeets
in storage piles to abnormal deterioration. 
SSI shall use its best efforts to receive approximately 5% per day
(during a normal working day) of all Grower’s estimated total tonnage.  Any requests


 


2

















 


by Grower for correction and/or changes in delivery tickets must be
received by SSI within ten (10) days of the date of delivery of the sugarbeets
in order to be considered by SSI.


 


7.             Late
Harvest Payment. 
Notwithstanding the provisions of Section 6, Grower may be subject to a
late harvest payment in the event Grower fails to complete delivery of all
sugarbeets within the twenty (20) harvest days commencing on the initial piling
date (the “Regular Harvest Period”) as further provided in this Section 7.


 


(a)           The late harvest payment shall be
assessed against Grower if Grower delivers sugarbeets to a receiving station
(outside or factory yard) after the Trigger Time (as defined below) for that
receiving station.  The late harvest payment
to be assessed to Grower shall be $100 for each hour of operation of that
receiving station for the benefit of Grower. 
The amount of the late harvest payment shall be deducted from the first
payment (and subsequent payments if necessary) to be made by SSI to Grower
hereunder.


 


(b)           The “Trigger Time” shall be the point
in time following completion of the Regular Harvest Period that a receiving
station has operated for three (3) harvest days following delivery of 95% of
the sugarbeets contracted for delivery to that receiving station.  A “harvest day” shall be defined as the
normal hours of operation during the Regular Harvest Period for that receiving
station.  The actual Trigger Time for
purposes of calculating the late harvest payment shall be determined following
completion of harvest based on actual deliveries.


 


(c)           The following terms and conditions
shall apply with regard to the determination of the late harvest payment:


 


(i)            The late harvest payment shall be
applied against the Grower’s agreement(s) with respect to which the late
deliveries are made.


 


(ii)           The late harvest payment shall apply
for each hour that the receiving station is open for the benefit of the Grower,
regardless of the actual hours the Grower is actively harvesting
sugarbeets.  Grower will not be charged
a late harvest payment for any period that it is not harvesting, provided
that Grower has given SSI reasonable advance notice that it will not be
harvesting sugarbeets.  The minimum
interval for operation of a receiving station will be 8 hours.


 


(iii)          Grower may avoid the late harvest
payment by completing deliveries to another receiving station closer to the
factory for which the Trigger Time has not yet been met.


 


(iv)          If SSI determines that a receiving
station is, or is anticipated to be, over its capacity to receive and store
sugarbeets, Grower may not be permitted to deliver to that station, at the sole
discretion of SSI.


 


8.             Beet
Payment.  Sugarbeets
grown, harvested and delivered in accordance with the terms of this Agreement
shall be paid for under the following terms:


 


(a)           A proper deduction for tare will be
made by SSI in determining the net tons of sugarbeets delivered by Grower.  The determination of top tare shall be based
on the removal of all beet crown material leaving a distinct trace of leaf scar
after the top tare is taken.  For beets
smaller than or equal to 3” in diameter, removal will be straight across.  For beets larger than 3” in diameter,
removal will be down to 22o from the horizontal.  All soil, beet tops, weeds, rocks and other debris found in all
samples will be part of the total tare.


 


3

















 


(b)           SSI shall determine the sugar content
of the sugarbeets and the factory cossettes, which determination shall be
final.  Grower may have representatives
(weighman, tareman and chemist) in SSI’s scale house, tare room and laboratory
to check weights, tares and  sugar
analyses, but such representatives must be qualified in the line of work to be
performed.


 


(c)           The price per net ton of sugarbeets
shall be based on (i) the Average Net Return for Sugar (as defined in
paragraph 8(d)) and (ii) the Adjusted Average Sugar Content of Grower’s
sugarbeets (as defined and determined under paragraph 8(e)), as set forth
in the following scale, subject to increase or decrease for freight charges,
early harvest payments, and/or hauling allowance as provided in paragraph 8(g).


 


SUGARBEET PAYMENT SCALE


(Payment in
dollars per net ton of sugarbeets)


 


	
  Average Net Return for

  Sugar per CWT

  	
   

  	
  Adjusted
  Average Sugar Content (%) of Sugarbeets

  	
   

  
	
   

  	
  19.0%

  	
   

  	
  18.0%

  	
   

  	
  17.0%

  	
   

  	
  16.0%

  	
   

  	
  15.0%

  	
   

  	
  14.0%

  	
   

  
	
  XXXX

  	
   

  	
  XXXX

  	
   

  	
  XXXX

  	
   

  	
  XXXX

  	
   

  	
  XXXX

  	
   

  	
  XXXX

  	
   

  	
  XXXX

  	
   

  
	
  XXXX

  	
   

  	
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  XXXX

  	
   

  	
  XXXX

  	
   

  	
  XXXX

  	
   

  	
  XXXX

  	
   

  	
  XXXX

  	
   

  
	
  XXXX

  	
   

  	
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  XXXX

  	
   

  	
  XXXX

  	
   

  
	
  XXXX

  	
   

  	
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  XXXX

  	
   

  	
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  XXXX

  	
   

  	
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  XXXX

  	
   

  	
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  XXXX

  	
   

  	
  XXXX

  	
   

  	
  XXXX

  	
   

  	
  XXXX

  	
   

  



 


[Portions
of this section have been omitted pursuant to a request for confidentiality
under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  A copy of this Agreement with this section
intact has been filed separately with the Securities and Exchange Commission.]


 


Fractions of Average Net
Return for Sugar and Adjusted Average Sugar Content shall be in the same
relative proportion and shall be interpolated from the scale.  If the Average Net Return for Sugar or the
Adjusted Average Sugar Content is higher or lower than shown in the foregoing
scale, the price to be paid for sugarbeets shall be increased or decreased in
proportion to the immediately preceding price interval.


 


(d)           The term Average Net Return for Sugar
as used in this Agreement means the net selling price for sugar received by
American Crystal Sugar Company from United Sugars Corporation for the 2003 crop
year, less all charges and expenditures of the kind regularly and customarily
deducted from the net selling price for sugar under SSI’s system of accounting
established for determining Average Net Return for Sugar.  Without limiting the generality of the
foregoing, there shall be included among the charges and expenditures deductible
from the net selling price for sugar in determining Average Net Return for
Sugar (i) all excise, sales or other taxes and all other direct or indirect
charges of any kind paid or accrued by SSI on, or with respect to, or arising
out of the manufacture, processing, production, ownership, possession, holding
for sale, sale, marketing or shipment of such sugar or any part thereof, or on
all or any part of the return from such sale; (ii) the profit or loss, if any,
resulting from hedging operations conducted by SSI in response to sugar customers
requests for sugar pricing based on sugar futures contracts listed on the New
York Coffee, Sugar & Cocoa Exchange; (iii) the profit or loss, if any,
resulting from SSI’s purchase and


 


4

















 


sale of other domestic or foreign refined sugar which
SSI deems necessary or advisable to fill shortfalls in SSI’s production or to
preserve SSI’s market share; (iv) all costs incurred in preparing sugar for
marketing, including the cost of packaging, liquefying, and powdering; (v) all
costs, charges, reductions in revenue, storage fees, and interest expense
resulting from SSI’s production of sugar in excess of that permitted to be
marketed under government imposed marketing allocations based on the Sidney
factory’s percentage of the overall allotment quantity; and (vi) other costs,
fees and expenses comparable or similar to those subtracted from the net
selling price in calculating the beet payment to the shareholders of American
Crystal Sugar Company.


 


(e)           The Adjusted Average Sugar Content of
Grower’s sugarbeets is the average sugar content of Grower’s sugarbeets (as
determined by SSI’s individual tests) reduced by a “Pol Adjustment” in
an amount equal to 50% of the difference between (1) the average sugar content
of all growers’ regular harvest sugarbeets received by SSI for the Sidney
Factory (as determined by SSI’s aggregate individual tests) during the current
crop year less (2) the average sugar content of all growers’ regular harvest
sugarbeets sliced by SSI at the Sidney Factory (as determined by SSI’s cossette
tests) during the current crop year. 
Steam to the beet slicers will be shut off whenever a sample of
cossettes is taken for purposes of the Pol Adjustment.


 


(f)            The final determination of Average
Net Return for Sugar shall be verified by a firm of independent certified
public accountants selected by SSI, which verification shall be
conclusive.  Grower (acting through the
Association) shall have the right to select at its own expense a firm of
certified public accountants to check the determination of Average Net Return
for Sugar.


 


(g)           The payment for sugarbeets determined
in accordance with paragraph 8(c) shall be increased or decreased as follows:


 


(i)            In
the event Grower delivers sugarbeets to an outside receiving station, Grower
shall be charged a freight participation charge (per screened ton) applicable
to the transportation of Grower’s sugarbeets from the receiving station to the
factory.  The Grower freight participation
charge (per net ton) is an amount equal to 50% of the Adjusted Freight
Rate.  The Adjusted Freight Rate is
calculated by the following formula:


 


	
  Receiving station

  	
  x  100% + Grower’s % tare  x

  	
  Weighted average of
  Grower’s District sugar content  =  Adjusted Freight Rate

  
	
  Freight Rate

  	
  100

  	
  Weighted average of
  Grower’s sugar content

  



 


(ii)           In
the event Grower delivers sugarbeets to the Sidney factory yard, Grower will be
charged a factory freight participation charge (per ton) applicable to the
transportation of the Grower’s sugarbeets from the pile to the wet hopper.  The Grower freight charge is an amount equal
to 50% of the Actual Factory Freight Cost calculated as follows:


 


	
  Actual Factory

  	
  =

  	
  Factory Freight Rate
  per Screened Ton

  
	
  Freight Cost

  	
   

  	
  Total Screened Tons
  Delivered to Factory Yard

  



 


(iii)          In
the event Grower is contracted to deliver sugarbeets to an outside receiving
station and instead elects to deliver sugarbeets to the Sidney factory yard,
Grower will be paid a hauling allowance equal to 50% of the Adjusted Freight
Rate (determined as set forth above) for the receiving station to which Grower
was contracted.


 


5

















 


(iv)          In
the event Grower is contracted to deliver sugarbeets to an outside receiving
station and elects to deliver the sugarbeets to an  outside receiving
station that is closer to the Sidney Factory, Grower shall be paid a hauling
allowance equal to 50% of the freight savings based on the Adjusted Freight
Rates for the affected receiving stations.


 


(v)           In
the event Grower delivers sugarbeets to outside receiving stations from certain
geographic areas, Grower shall be paid a delivery incentive to compensate
Grower for increased hauling expenses. 
The delivery incentive shall be calculated as follows:


 


	
  Pleasant View

  	
   

  	
  Area I (Glendive)

  Area II (Cracker Box exit to Yellowstone River

  Area III (Fallon to Yellowstone River)

  Area IV (Fallon Flats)

  	
   

  	
  $ XXX per ton

  $ XXX per ton

  $ XXX per ton

  $ XXX per ton

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Powder River

  	
   

  	
  Area I (Kinsey and
  Tongue River)

  	
   

  	
  $ XXX per ton

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Marley District

  	
   

  	
  These beets will
  delivered to the Sugar Valley station or optionally to the Factory with
  hauling allowance.  (Border-the road
  that runs south of the old Marley station past the church for 2.4 miles.  It then angles west for .6 mile and turns
  south for 1.4 miles.)

  

  Area I (East of border)

  Area II (West of border)

  	
   

  	
  $ XXX  per ton

  $ XXX per ton

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Culbertson

  	
   

  	
  Area I (East of
  Brockton, Montana)

  Area II (All sugarbeet
  acres grown west of the town of Brockton, Montana)

  	
   

  	
  $ XXX

  $ XXX per ton

  



 


[Portions of this section have been omitted pursuant to a
request for confidentiality under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  A copy of this
Agreement with this section intact has been filed separately with the
Securities and Exchange Commission.]


 


(vi)          In the event SSI enters into Early
Harvest Amendments with any of its growers that result in SSI making early
harvest payments to such growers, the total cumulative amount of such early
harvest payments shall be proportionately deducted (on per ton basis) from the
payment to be made to all growers, including Grower.


 


The payment adjustments
provided in this paragraph 8(g) shall be applied to the first payment of
sugarbeets to be made to Grower under this Agreement.  The determination of contracted receiving station and associated
districts shall be based on that specified in the Addendum(s) to this
Agreement.


 


6

















 


9.             Payment
Schedule.  SSI shall make
an initial payment (i) on November 20, 2003 for sugarbeets delivered by Grower
prior to November 5, 2003 and (ii) on the 15th day of the month following the
month of delivery for sugarbeets delivered by Grower on or after November 5,
2003.  The initial payment will be
reduced by the Grower freight participation provided in paragraph 8(c) and any
other deductions provided hereunder or otherwise authorized by Grower.  The initial and subsequent payments will be
made based on the Adjusted Sugar Content of Grower’s sugarbeets, and SSI’s
estimate of anticipated Average Net Return for Sugar as set forth in the
following schedule:


 


	
  Initial
  Payment

  	
   

  	
  2nd
  Payment

  	
   

  	
  Final
  Payment

  	
   

  
	
  % of SSI’s 

  estimated 

  net return

  	
   

  	
  Date

  	
   

  	
  % of SSI’s 

  estimated 

  new return

  	
   

  	
  Date

  	
   

  	
  % of actual 

  net return

  	
   

  	
  Date

  	
   

  
	
  XXX%

  	
   

  	
  As provided above

  	
   

  	
  XXX%*

  	
   

  	
  April 2, 2004

  	
   

  	
  XXX%*

  	
   

  	
  October 31, 2004

  	
   

  



 












*Taking credit for prior payments


 


[Portions of this section have been omitted pursuant to a
request for confidentiality under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  A copy of this
Agreement with this section intact has been filed separately with the
Securities and Exchange Commission.]


 


If Grower is a tenant on the land on which the sugarbeets are grown and
Grower and the landlord have a crop sharing agreement, any check issued in
payment for sugarbeets delivered by Grower may be made payable jointly, at
Grower’s election, to Grower and Grower’s landlord pursuant to forms and
procedures prescribed by SSI.  Grower
may from time to time request that SSI deduct certain amounts from the payments
to be made hereunder to satisfy payment obligations to third parties.  SSI reserves the right to approve the form
of such requests.  To the extent SSI
elects to honor such request(s), Grower shall defend and indemnify SSI from all
losses, costs, and damages (including attorneys’ fees and costs) incurred by
SSI as a result of payments to a third party.


 


10.           Advances
to Grower.  Advances by
SSI to Grower, either in seed, money, or otherwise, shall constitute payment
for sugarbeets purchased hereunder to the extent of such advances and may be
deducted from the initial or subsequent payments to Grower; provided, however,
in the event Grower abandons his sugarbeet acreage, such advances shall become
due and payable immediately.


 


11.           Dues
Deductions.


 


(a)           SSI at its option may deduct from any
payment due under this Agreement (unless notified in writing by Grower before
September 1, 2003 not to make such deduction) the Grower’s dues and assessments
to the Montana-Dakota Beet Growers Association (the “Association”) and pay this
amount to the Association.  No such
deduction shall be made unless the Association notifies SSI in writing of the
amount of such dues and assessments prior to August 15, 2003.  Grower hereby acknowledges that said
deduction may occur.


 


7

















 


(b)           SSI may at its option deduct from any
payment due under this Agreement an amount equivalent to Grower’s proportionate
share (determined on a per ton basis) of 50% of the amount paid by or on behalf
of SSI to The Sugar Association and/or The American Sugar Alliance.


 


12.           Research.  SSI is hereby authorized by Grower to deduct
from any payment due to Grower the amount of $.01 per net ton of beets
purchased and to pay such amount to the SSI/Grower Joint Research Committee
Trust - Sidney (the “Sidney Trust”) for the purpose of promoting
sugarbeet agronomic research.  SSI shall
contribute to the Sidney Trust an equal amount in cash.  Expenditures from the Sidney Trust will be
determined by the Research Committee. 
The composition of the Research Committee will include equal
representation from both SSI and the Association.


 


13.           Right of
Access.  SSI shall have
the right to enter Grower’s sugarbeet fields and to take sugarbeet samples from
time to time for the purpose of determining the quality and quantity of the
sugarbeets.


 


14.           Force
Majeure.  Fire, labor
trouble, accident, act of God or of the public enemy, weather or other cause
beyond the reasonable control of the parties which prevents Grower from the
performance of this Agreement or which prevents SSI from economically utilizing
the sugarbeets contracted for in the manufacture of sugar therefrom at the
factory shall excuse Grower or SSI, as the case may be, from the performance of
this Agreement.


 


15.           Government
Filings.  Grower agrees
to make timely filings of all USDA-FSA forms required to ensure maximum
eligibility of SSI to qualify sugar for CCC loans in accordance with the Farm
Security and Rural Investment Act of 2002 and regulations promulgated
thereunder, or other applicable legislation or regulations.


 


16.           Non-Interference.  This Agreement shall not be construed to
affect, modify or in any way interfere with any marketing agreement between
Grower and the Association.


 


17.           Entire
Agreement; Assignment. 
This Agreement constitutes the entire agreement of the parties with
respect to the subject matter hereof, and supercedes and replaces any and all
prior written and oral agreements between Grower and SSI (and its predecessors).  The printed terms hereof may be modified or
waived only by written agreement signed by an officer of SSI.  Grower’s individual performance is
contemplated hereby, and Grower shall not assign this Agreement without SSI’s
prior written consent.  Grower is an
independent contractor and is not an agent or employee of SSI.


 


18.           Breach
Remedies.  Grower agrees
to comply with all applicable federal, state and local laws, ordinances,
regulations and rulings, as well as SSI’s operational and agricultural
regulations and policies (collectively referred to herein as “Applicable Law
and Policy”).  Grower acknowledges and
agrees that Grower is required, pursuant to this Agreement to grow and deliver
the sugarbeet crop to SSI at the times specified by SSI.  Any one or more of the following shall
constitute a breach of this Agreement by Grower: (i) the failure of Grower to
plant, grow and deliver said crop to SSI; (ii) the failure of Grower to comply
with Applicable Law and Policy, (iii) the failure of Grower to comply with any
provision of this Agreement, or (iv) the breach by Grower of any other
agreement with SSI.  Upon a breach of
this Agreement, Grower may be subject to one or more of the following remedies
as determined by SSI :


 


(a)           Termination of this Agreement and the
right to deliver sugarbeets to SSI for processing;


 


(b)           Payment of liquidated damages to SSI
for failure to deliver the sugarbeets contemplated under this Agreement, which
liquidated damages are hereby declared and stated to be an amount equal to
Grower’s share of SSI’s fixed costs (to be determined on a per ton basis) for
processing of the crop; and


 


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(c)           Any other legal or equitable remedy
that may be available to SSI under applicable law.


 


19.           Indemnification.  Grower agrees to hold harmless and indemnify
SSI and its officers, directors, owners, shareholders, and affiliates from any
and all losses, costs, or damages (including attorneys fees and costs) SSI or
its officers, directors, owners, employees, shareholders, or affiliates may
incur as a result of Grower (1) delivering sugarbeets to SSI grown from
non-approved seed varieties, or to which have been applied, or which have been
grown on land upon or to which any unauthorized, non-registered, non-approved
or prohibited pesticide, herbicide, chemical or other substance has been
applied; or (ii) breaching any provision of this Agreement.  This indemnification obligation shall be in
addition to any other remedies that may be available to SSI under Section 18 of
this Agreement.


 


THIS IS A LEGALLY BINDING CONTRACT.  GROWER HAS HAD THE OPPORTUNITY TO CONSULT
WITH AN ATTORNEY CONCERNING THE RIGHTS AND OBLIGATIONS SET FORTH HEREIN.


 


	
  SIDNEY SUGARS INCORPORATED

  	
   

  	
  GROWER

  	
   

  
	
   

  	
   

  	
   

  	
  Print
  Name

  
	
   

  	
   

  	
   

  
	
  By 

  	
   

  	
   

  	
  Grower E-mail address

  	
   

  
	
   

  	
  Factory Agricultural
  Manager

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Factory Mailing
  Address:

  	
   

  	
  By:

  	
   

  
	
  P.O. Box 1168

  	
   

  	
   

  
	
  Sidney, Montana  59270

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
								



 


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