WMB 24-20 (RY) Substandard Walnut User Agreement (Reserve Year)

OMB NO. 0581-0178

Walnut Marketing Board
1540 RIverPark Drive, Suite 203
Sacramento CA 95815-4609
Ph (916)922-5888 Fax (916)923-2548

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WMBForm #24-20

":'""(ReserveVear)

SUBSTANDARD WALNUT USER AGREEMENT'
THIS AGREEMENTmade and entered into at Sacramento,California,this
day of
, betweenthe WALNUTMARKETINGBOARD,establishedpursuantto
the provisionsof the AgriculturalMarketingAgreementAct of 1937,as amended(7 U.S.C.601
m sea.) and Marketing Order No. 984, as amended {herein called "Board"l, and

, (herein

referred
"Company"), a corporation organized"'under the laws of the State of California.
. ~.

to

as

WITNESSETH:
WHEREAS, the Board, pursuant to the provisions of Section 984.64 and 984.464(b) of
MarketingOrderNo. 984, as amended,expectsto disposeof substandardwalnuts by diversion
into oil or animalfeed during the
marketingyear; and
WHEREAS, the Company is engaged in the business of crushing oil bearing materials for the
production of oils, or selling agricultural products for manufacturing or processing into animal
feed.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

(1)

The Board agrees to sell, and the Company agrees to buy, not less than 1,000 pounds
kemelweight basis, of such substandard walnuts and walnut materials as it shall have
available for 011stock during the
marketing year. The Company agrees to
accept delivery of up to 500,000 pounds of walnuts, kemelweight basis, which shall be
crushed for oil, sold for production of oil or sold for use as livestock feed directly or as an
ingredient in animal feed and shall not be used for any other purpose whatsoever.
The Company agrees to pay the Board
all walnuts delivered.

(2)

cents per pound of kemelweight for

The company may also negotiate with and pay directly to the handler a fair market price
beyond the
cents payable to the Board for all walnuts purchased.

At any time after November1,
, the Board or the Companymay, in writing,
requestrenegotiationof the Boardsellingpricehereinprovidedfor deliveriesaftera date
specifiedin the request.

.

The kemelweight of each lot shall be determined on the basis of inspection certificates
issued by the DFA OF CALIFORNIA.
The Board will invoice the Company monthly for all walnuts delivered. Each invoice will
list the applicable inspection certificate number, the net weight of each lot as evidenced
by the Public Weighmaster certificates, the kernel percentage, and the kernelweight.

The Companywill pay each invoice within thirty (30) days of the receipt thereof, which

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date of receipt shall be the date followingthe date said invoices are~praced in the United

States mail.
(3)

.

Delivery willbe made by the BQardto the Company, FOB point of origin of the walnuts.
The weight of each lot delivered shall be evidenced by a Public Weighmaster's certificate
secured at the point of origin.
The Company has, prior to the effective date of this Agreement, accepted from handlers
deliveries of supstandard walnuts to its premises. For the purpose of this Agreement,
such substandard walnuts are deemed to have been delivered to the Company, as ofthe

date hereof.
(4)

~

.

The Company willpay all transportation costs ofthe substandard walnuts delivered by the

Board.

.

(5)

The walnuts willbe at the risk of the Company, from the time the Board delivers them at
the FOB point to the Company, or its order.

(6)

It is understood and agreed that if the walnuts are used for purposes other than as
prescribed in this Agreement, serious and substantial damage will be sustained by the
Board, the Walnut Industry and the Walnut Marketing Order Program. Since it willbe
difficult,if not impossible, to prove the full amount of such damages, the Company will
pay to the Board by way of compensation and not as a penalty, liquidated damages inthe
sum of $2,000.00 per ton of kemelweight for any of the walnuts and walnut material
delivered to the Company under this agreement and not crushed for oil, sold for
production of oil or sold for use as livestock feed directly or as an ingredient in animal

feed.

.

(7)

ItIsfurther agreed that the provisi~ns for liquidated damages shall not preclude the Board
from using any and all legal remedies available to itto enforce the terms and conditions of
this Agreement.

(8)

The Company willaccept deliveries at such intervals and such times as the Board shall
elect to make them, beginning with the date of this Agreement and continuing through
July 31 ,
.The companyagrees that allwalnuts and walnutmaterialsdelivered
hereunder shall be fully processed by December 31 ,
The Company may, for the purpose of crushing into oil, transfer substandard walnuts
delivered to it by the Board under this Agreement, to crushers approved by the Board to
receive such substandard walnuts. The Company may also, for the purpose of processing
into.animal feed or feeding directlyto livestock, transfer any substandard walnuts to feed
mills, dairies and cattle feeders as the Board may certify as approved to receive
substandard walnuts. The Company willreport to the Board the quantities of substandard
walnuts so transferred to any of the aforementioned outlets and agrees to maintain
ownership and responsibility in accordance with the terms of this Agreement for such
walnuts until they are crushed into oil, manufactured into animal feed or fed to livestock.

(9)

Ifthe operations of the Board shall be prevented or materiallyinterfered with by the
exercise of Governmentauthorityor byembargo, civiluprising,fire,strikes, or any other
conditions beyond the controi of the Board, it shall be excused from performance

_....

hereunder to such extent as such conditions pre,,:ent OF'interfere':'with performance
hereunder.

(10)

If the Company fails to take delivery of walnuts pursuant to this Agreement, it shall be
liable for damages, including any expenses incurred by the Board because of such
failure. unless the Company is prevented from taking delivery because of material
interference by Government authority, embargo, civil uprising, fire, strikes, or other like

conditionsbeyondthe controlof the Company.
;;{O

.

.

(11)

The books and records of the Company with. resped to transactions under this
Agreement shall be open for inspection by the Board through its authorized
representatives, which shall include, without being limited to, employees of the United
States Department of Agriculture. Such 'books and records will be kept at the principal
office of the Company and will be maintained by the Company for the period of three.(3)
years after the completion of this agreement for such inspection by the Board and the
Department of Agriculture for such Inspection by the Board and the Department of
Agriculture.

(12)

As a further guarantee of the faithful performance of the provisions of this Agreement, the
Company has delivered to the Board herewith a Surety Bond in the sum Twenty-five
Thousand and 00/100 Dollars ($25,000.OO),and it is agreed between the parties that any
adjustment or extension of time beyond July 31,
may be granted only withthe'
consent of surety on said Bond, or delivery of a new Bond; and the Company further
agrees that, should the sureties on Bond delivered herewith, or any Bond delivered
hereafter in connection with the Agreement become unsatisfactory to the Board, the
Company will, within thirty (30) days from receipt of demand, furnish a new Bond with

suretiessolventand satisfactoryto the Board.
WITNESS our hands as of the date first written above.
WALNUT MARKETING BOARD
By:
Dennis A. Balint
Title:

Executive Director

COMPANY
By:

Title:

.

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