and Seed2Shirt, LLC (“Cotton Merchant") a Nevada company located in 4850 Arid Ave. #2075 Las Vegas, NV 89115.
WHEREAS the Producer desires and agrees to produce any/all varieties and methods, i.e., Traditional, GOTS Certified, Climate Beneficial Verified™, Climate Beneficial Verified-Transitional™, USDA Climate Smart Commodities – Fiber Partnership Program cotton for The Seed2Shirt BLACKollective, sell and deliver cotton to the Merchant. The Merchant will buy and sell the cotton from the Producer to committed Brand partners, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
I. COTTON PRODUCER TERMS
The Producer agrees to provide to the Merchant the quantity of cotton grown and identified for sale to the Merchant by the Producer, all to include cotton associated with certification programs, i.e., GOTS or Climate Beneficial Verified™ we will confirm and require the cotton aligns with the identified cotton from plots you’ve identified as wanted to sell the Merchant cotton from (i.e., if cotton you elect to sell come from plot X we will verify it has come from plot X), via our traceability methods in direct coordination with grower/gin and mapping ID system we will deploy. Cotton shall be delivered in accordance with the terms and conditions set forth herein.
A. Quantity and Quality: The Producer shall deliver to the Seller the quantity identified for sale from the identified plot agreed upon joining the BLACKollective Premium Membership level, where you would have identified Farm Name, Plot Tracks, agreement confirming desire to sell to Cotton Merchant cotton from the identified plot.The Cotton will have the following attached HVI specification, as noted in your HVI report from your gin. The GIN HVI report will match the farm tract data as enrolled as cotton you’ve enrolled in the BLACKollective Premium membership level. The HVI report will outline the following information (list not all including of data in HVI) report quality specifications:
Growers List of Cotton Varients Grown
Grade
Staple
Length
Micronaire
Strength
B. Traditional Cotton: The producer and buyer agree that cotton not produced via the Climate Beneficial™ protocols may be available to sell to/through our Kollective. However, prices for this cotton, volume, and quality requirements will be determined and agreed upon prior to its acceptance for sale within The Kollective. Location data for this cotton that aligns with the plot enrolled is still required.
C. Order - Delivery & Pickup of Cotton: The Producer shall deliver the cotton to the Merchant based on the agreed upon cotton membership level, where you would have identified the Farm Number, Plot Tracks, and agreement confirming the desire to sell to Cotton Merchant cotton from the identified plot. The Cotton will include your GIN RECAP HVI report. The GIN HVI report will match the farm tract data enrolled as cotton you’ve enrolled in the BLACKollective Premium membership level.
a.At the time of Cotton order, and when the Merchant is ready to buy/pay for the cotton being sold to the BLACKollective, the Cotton Merchant will issue to the Producer a Purchase Order for the cotton desired to be ordered. The Purchase Order will include total LBS, and the Price per LB cotton price will be based on the price per LB the BLACKollective releases in the Premium Member Portal (and direct to members) on June 16 every year.
b.The Producer agrees that when an official Purchase Order for the cotton enrolled for sale to the BLACKollective is submitted to the Cotton Producer, The Cotton Producer will issue to the Cotton Merchant an Invoice for the cotton being ordered within 3 business days (72hrs). The invoicing will include The Purchase Order details, i.e., total LBS, Price per LB cotton price, details on how to remit payment, instructions on EWR Pickup exchange or GIN Pickup instructions (i.e., point of contact of GIN), and Phytosanitary instructions. A phytosanitary inspection of cotton will sometimes be required if this requirement is identified in the Purchase Order.
c.The Cotton Merchant, upon receiving an Invoice from the Purchase, will issue payment to the Producer based on instructions and follow all necessary pickup instructions within 3 business days (72hrs)
d.Upon receiving payment from the Cotton Merchant, the Producer agrees to give release instructions for pickup of cotton to the GIN or the EWR account manager of your cotton within 24 hours of confirmed payment by the Merchant. This supports smooth pickup and delivery of cotton to the merchant's ownership.
D. Pricing: The pricing per pound will be released to all BLACKollective members on June 16 via our Premium Member portal and direct notification to each BLACKollective premium member for all our cotton types: traditional, GOTS Certified, Climate Beneficial™ Verified, Climate Beneficial™ —Transitional, and USDA Climate Smare Commodities—Fiber Partnership Program Cotton. Once submitted, The price will be identified and annotated in our Purchase Order. Traditional cotton will be the commodity price for traditional cotton.
II.COTTON MERCHANT “BUYER” TERMS
E. Acceptance: The Merchant shall inspect the cotton via pre-harvest lab testing and post-harvest testing (HVI Phytosanitary Inspection, etc.) via preorder pickup and delivery if the cotton does not meet the ability to coordinate pickup with the GIN and inspection if required within 72hrs of confirmed payment, the Merchant has the right to call the cotton order, and if still not made available for inspection and pickup, the Merchant has the right to void contract, require full refund for non-conformance parameters (i.e. breach of contract) and to pursue breach of contract protocols.
The Merchant agrees to purchase the cotton the Producer grew as identified for sale at the enrollment stage. There is no set “sell by or purchase by” clause in our membership, contract Merchant contact, or programs. We provide a window of typical purchases to occur between the end of the harvest season and the end of the next harvest season.
F. Payment: The Merchant shall pay the Producer for the cotton within 7 days of confirmed/completed re-sale to our brand partner of the Climate Beneficial™ cotton. The payment shall be made via ACH or wire transfer to the seller's “pay to” account.
G. The post-harvest season: During which the Merchant shall have the right to sell the cotton – and have approximately 6 months post-harvest season from the date of delivery of the cotton warehouse (cotton/co-op warehouse) for the Merchant’s purchase/sale of the cotton to our curated brand partners.
H. Cancellation: Either party may terminate this Agreement upon 30 days’ prior written notice to the other party. Refer to Schedule A: The Seed2Shirt B.L.A.C.Kollective CLIMATE BENEFICIAL ™ COTTON for details on terminating the producer agreement.
I. Non-Compete Clause: The Producer agrees that for a period of 3 years following the termination or expiration of this Agreement, the Producer shall not directly or indirectly engage in the cultivation, production, or sale of cotton to any of the Merchants’ curated brand partners, which are typically revealed after joining the Kollective and result from years of relationship development.
J. Liability: The Seller shall not be liable for any damages or losses arising from the use or sale of the cotton, except to the extent caused by the Seller's gross negligence or willful misconduct.
K. Force Majeure: Neither party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, or government regulations.
III. General Terms
Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.
Amendments: This Agreement may be amended or modified only in writing and signed by both parties.
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Nevada without regard to its conflicts of law principles.
Dispute Resolution: Any dispute arising out of or relating to this Agreement shall be resolved by arbitration per the following rules: If there is a conflict between the parties, the parties will enter informal negotiations for at least 5 working days to workshop the conflict. If the conflict is unresolved through informal negotiations, the parties will engage with a mutually agreed-upon third-party mediator to support the resolution. Payment of the third-party mediator will be split between Seed2Shirt and the Grower in Nevada or administered virtually via arbitration rep.
IN WITNESS WHEREOF, the parties hereto have executed this Cotton Merchant Agreement as of the Effective Date.