1. INTRODUCTION: This agreement covers your Credit Account (“Account”) issued through Wilco Farmers and/or Valley Agronomics LLC, hereinafter “Wilco/Valley Agronomics LLC”. In this Agreement the words “you”, “your” and “yours means any joint obligor, guarantor, or authorized user of the Account. The words “we”, “our” and “ours” means Wilco/Valley Agronomics LLC. If you sign an Account under this Agreement that contains these terms and conditions, access your Account, or allow others to use your Account, you and they will have accepted this Agreement just as if you and they signed it and you and they, jointly and severally will be bound by the following terms and conditions.

2. YOU PROMISE TO PAY: You promise to pay us in United States dollars, by cash, check or money order as provided by this Agreement, all such amounts, plus FINANCE CHARGES, which arise from such use of the Account by you and /or any other person, and to be jointly and severally liable. Payments shall be made to Wilco/Valley Agronomics LLC, PO Box 258, Mt Angel, OR 97362.

3. PERIODIC STATEMENTS: Each month we will send you a statement showing any purchases, payments and credits made to your Account during the billing cycle as well as your “New Balance”. Your Statement Balance is due in full by the designated due date listed on the statement.

4. CONDITIONS UNDER WHICH FINANCE CHARGES WILL BE IMPOSED: We figure the FINANCE CHARGE on your account by applying the MONTHLY PERIODIC RATE to the PAST DUE BALANCE. The ANNUAL PERCENT RATE used to calculate the FINANCE CHARGE as set forth above is 24% annually. This is calculated by taking the above ANNUAL PERCENTAGE RATE and dividing that rate by 12 months.

5. THE CONDITIONS UNDER WHICH ANY OTHER CHARGES MAY BE IMPOSED: (a) Attorney Fees and Costs: if any claim, suit or action is instituted, which arises out of or is related to the Agreement, the prevailing party shall recover, in addition to costs, reasonable attorney fees incurred in preparation, prosecution of defense of such suit, or actions as determined by the court, and if appealed, such reasonable attorney fees as determined on appeal. In addition, in the event that Wilco/Valley Agronomics LLC retains an attorney for the collection of any sums owing to Wilco/Valley Agronomics LLC from you under the terms of the Agreement, you agree to pay Wilco/Valley Agronomics LLC’s reasonable attorney fees, costs and expenses whether or not any suit of action is commenced. (b) Return Check Charge: A $35.00 charge, if the deposit account from which the check is drawn is in the State of Oregon, and a $40.00 charge, if the deposit account is in the State of Washington, will be made when a check submitted by you for payment on your Account is returned to us, regardless of the reason. (c) Research & Copying: If you ask us to examine your Account or provide copies of documents, except in resolution of a billing error, we may charge you $3.00 for each copy and $10.00 per hour for the research.

6. CREDIT LIMIT: The total outstanding balance you can incur on your Account at any one time, including unpaid FINANCE CHARGES, shall be set by Wilco/Valley Agronomics LLC at its sole discretion. You may not use or access your Account to charge purchases if the purchase will exceed the credit limit.

7. UNAUTHORIZED ACCOUNT ACCESS: You agree to notify us immediately if you learn of the unauthorized access or use of your Account. You may be liable for the unauthorized use of your Account. You will not be liable for unauthorized use which occurs after you notify Wilco/Valley Agronomics LLC PO Box 258 Mt Angel, OR 97362, 1-800-382-5339 orally or in writing of the actual possible unauthorized use. If you are liable for any unauthorized use that occurs before you notify Wilco/Valley Agronomics LLC, your liability shall not exceed $50.00.

8. TRANSACTION: You agree to retain, for statement verification, copies of the transaction slips resulting from each purchase and any other transactions on your Account.

9. TERMINATION: We may terminate or suspend your credit privileges under this Agreement, at any time, in our sole discretion, without demand or notice, except as otherwise required by federal or state law. You must notify us in writing if you decide to terminate the Agreement. If you terminate this Agreement, or if we terminate or suspend your credit privileges, the provisions of the Agreement and your liability hereunder shall otherwise remain in full force and effect until you have paid us all sums due to us.

10. TRANSFER OF THE ACCOUNT: You cannot transfer your Account to any other persons.

11. ACCOUNT ACCESS: Your Account may be used only at Wilco Farm Stores, Valley Agronomics LLC, and Wilco Petroleum for purchase of goods and services. We will not be responsible for the failure or refusal of anyone to allow access to your Account.

12. REFUNDS: If Wilco/Valley Agronomics LLC agrees to give you a refund or adjustment, you agree that Wilco/Valley Agronomics LLC may credit your Account in lieu of a cash refund.

13. ADDRESS: You agree to advise us promptly if you change your mailing address, this must be done in writing. We can accept address corrections received from the US Postal Service or from any authorized user. All written notices and statements from us to you will be sent to your address as it appears on our records.

14. CREDIT REPORT: You have authorized us to make any credit, employment, and/or investigative inquiry we deem appropriate in connection with your Account. Except as provided by law, we may furnish information concerning your Account to consumer reporting agencies and others who appear to have a business need for that information.

15. IRREGULAR PAYMENTS: We can accept late or partial payments without waiving any right to full payment of the amount due and owing and without prejudice to our rights under this Agreement, which are hereby explicitly reserved. We can also accept checks, money orders, or any other form of payment marked “payment in full”, without waiving any right to full payment of the amount due and owing and without prejudice to our rights under this Agreement, which are hereby explicitly reserved.

16. DEFAULT: You will be in default if you fail to pay a sum when due, fail to comply with any provisions of the Agreement, provide us with false information or signature, or default on any Account or other obligation that you have with us.

17. ACCELERATION: If you are in default as provided above, or if we reasonably believe that the prospect of payment or performance is impaired, the current outstanding balance of your Account, at our option and without notice, shall become immediately due and payable.

18. DELAY IN ENFORCEMENT: We can delay enforcing any right under this Agreement without losing that right or any other right.

19. AMENDMENT: We can change the Terms and Conditions of this Agreement by mailing or delivering a written notice of the change to your address at least 45 days before the effective date of the change. If you do not agree to these proposed changes, you must contact Wilco/Valley Agronomics LLC in writing and state that you do not agree to the proposed changes. We will then cancel your Account. Your Account balances you already have when your Account is cancelled will be governed by the previous terms, rather than the amended terms. If you do agree to these proposed changes you need not do anything, and the charges will go into effect at least 45 days after you received notice of them.

20. SEVERABILITY: If any provisions of this Agreement is determined to be illegal or unenforceable, the validity of the remaining provisions hereof shall not be affected hereby, and such illegal or unenforceable provisions shall be deemed modified to the minimum extent necessary to make it consistent with applicable law and, in its modified form, such provision shall then be enforceable and enforced.

21. GOVERNING LAW: The Agreement will not take effect until it is approved by Wilco/Valley Agronomics LLC. All payments shall be made to Wilco/Valley Agronomics LLC at PO Box 258, Mt Angel, OR 97362. The laws of the State of Oregon shall govern this Agreement for all transactions occurring in the State of Oregon, without regard to conflict of law principles. The laws of the State of Washington shall govern this Agreement for all transactions occurring within the State of Washington, without regard to conflict of law principles.

22. EXCLUSIVE JURISDICTION AND VENUE: In any action or proceeding, including any arbitration (if arbitration is mutually agreed to by the parties), seeking to enforce any provision(s) of, or based on any right(s) arising out of, or related to or concerning this Agreement, the parties hereto consent to the exclusive jurisdiction of the courts of the State of Oregon and of any duly appointed arbitrator. In any such action or proceeding, venue shall lie exclusively in Marion County, Oregon, and in no other location. The parties further agree that in any such action or proceeding, the parties shall appear for deposition at their own expense in Marion County, Oregon at such time as is either mutually agreed upon by the parties or ordered by the court.

23. IN CASE OF ERRORS OR QUESTIONS ON YOUR BILL: If you think your bill is incorrect, or if you need more information about a transaction on your bill, immediately write to us at the address listed on your bill. We must hear from you no later than sixty (60) days after we sent you the first statement on which the problem or error appeared. In your letter, please provide us with the following information:

i. Tell us your Name and Account Number,
ii. Describe the error and explain, if you can, why you believe there is an error. If you need more information, describe the
item or charge you are questioning, so we can assist you,
iii. Tell us the dollar amount of the suspected error,
iv. Provide us with any other information you think will help Wilco/Valley Agronomics LLC understand the reason for your
complaint or inquiry.

You do not have to pay any amount in question while we are investigating, but you are still obligated to pay the parts of your bill that are not in question. Until we complete our investigation or your question, we cannot report you as delinquent or take any action to collect the amount you question.

24. BUSINESS DAYS: For the purpose of any notice to us under this Agreement, our business days are Monday through Friday, except holidays.

25. DOCUMENTATION: You will get a receipt at the time you make any transaction at any location. All payments are subject to later verification by us. You will also get a monthly Account Statement unless there are no transactions or outstanding balances in a particular month.