ROW Seed Supplier Terms

These Supplier Terms apply to Suppliers that sign up for, access, or use the ROW Seed Platform, submit profile information, receive RFQs, submit estimates, accept purchase orders, upload invoices, fulfill orders, or receive payment from ROW Seed. These Supplier Terms supplement the ROW Seed Terms & Conditions.

Supplier signup does not guarantee approval, activation, RFQ dispatches, quote opportunities, purchase orders, revenue, volume, exclusivity, preferred status, or continued participation.

Pending Suppliers may be permitted to create an account and complete or update their profile, but they may not receive RFQ dispatches, submit estimates, receive purchase orders, or participate in transactions unless and until ROW Seed activates them.

ROW Seed may review, approve, reject, activate, deactivate, pause, rank, prioritize, limit, or remove Suppliers at its discretion. ROW Seed has no obligation to activate any Supplier or explain an activation decision.

Supplier must keep product, inventory, capacity, certification, delivery-area, lead-time, contact, payment, tax, and business information accurate and current.

ROW Seed may use Supplier profile data, performance data, quote data, order data, fulfillment data, and payment data to evaluate Suppliers, match RFQs, operate the Platform, build analytics, commercialize Platform Data, and make business decisions.

An RFQ is an invitation to submit pricing and availability to ROW Seed and is not a commitment by ROW Seed to issue a purchase order. ROW Seed may send RFQs to one or more Suppliers at its discretion.

Supplier estimates must be accurate, complete, and submitted by an authorized representative. Supplier is responsible for confirming pricing, availability, lead times, freight assumptions, delivery capability, product specifications, labels, certifications, seed mix details, and all limitations before submitting an estimate.

Supplier estimates, once submitted, may be treated as fixed for Platform pricing and audit purposes, except for corrections, substitutions, or changes approved by ROW Seed. Supplier must promptly notify ROW Seed of any error, shortage, substitution need, delivery limitation, or compliance concern.

Supplier acknowledges that ROW Seed may hide or limit contractor identity, contractor pricing, contractor invoices, contractor credit information, ROW Seed markup, ROW Seed margin, and other contractor-side or ROW Seed-side information.

Supplier may not access, request, infer, reverse engineer, disclose, or misuse contractor identity, contractor pricing, contractor demand, ROW Seed markup, ROW Seed margin, or other confidential information except as ROW Seed expressly makes available.

Supplier may not use project names, delivery addresses, town and ZIP information, DOT references, public bid details, seed specifications, uploaded files, quote details, PO details, shipment information, metadata, screenshots, emails, generated PDFs, or other Platform-derived information to identify, contact, solicit, bypass, or transact with a Contractor outside ROW Seed.

A Supplier purchase order is binding only when issued or accepted through ROW Seed’s authorized workflow. Supplier must review each purchase order and promptly notify ROW Seed of any error, conflict, shortage, product issue, delivery issue, or compliance issue.

Supplier may not modify pricing, quantities, products, delivery terms, or other purchase-order terms without ROW Seed’s written approval. Supplier invoices, uploaded documents, packing slips, statements, or other supporting materials do not modify the purchase order amount unless ROW Seed expressly approves the modification.

Supplier is solely responsible for product quality, availability, sourcing, labeling, certifications, legal compliance, packaging, loading, shipping, delivery, and all Supplier-side fulfillment obligations.

Supplier must comply with applicable seed laws, agricultural laws, weed-free requirements, labeling laws, environmental laws, transportation rules, tax laws, licensing rules, trade regulations, and product-specific requirements.

Supplier must provide accurate delivery confirmation, packing slips, invoices, certifications, labels, and supporting documentation requested by ROW Seed. Supplier must promptly notify ROW Seed of delays, shortages, substitutions, recalls, damaged goods, rejected deliveries, or product concerns.

Supplier compensation is limited to the applicable accepted Supplier purchase order amount unless ROW Seed approves a change in writing.

Supplier payment timing begins only after delivery confirmation, auto-confirmation, or another payment trigger stated by ROW Seed. Unless otherwise stated in writing, Supplier payments are made Net 45 from delivery confirmation, including any applicable auto-confirmation when delivery is deemed confirmed by ROW Seed. Payments may be made by ACH, check, wire, or another method selected by ROW Seed.

ROW Seed may withhold, offset, delay, dispute, or reduce Supplier payment for shortages, defects, delivery disputes, incorrect products, missing documentation, compliance concerns, fraud risk, chargebacks, customer disputes, tax issues, breach of these Supplier Terms, breach of the ROW Seed Terms & Conditions, or amounts owed by Supplier to ROW Seed.

Supplier is responsible for accurate invoices, tax information, business information, payment instructions, product documentation, delivery confirmation, and compliance records.

Supplier is responsible for its own income taxes, sales taxes, use taxes, employment taxes, withholding obligations, licenses, permits, and other governmental obligations unless ROW Seed expressly agrees otherwise in writing.

ROW Seed does not guarantee RFQ volume, order volume, revenue, exclusivity, territory, product category protection, rank, placement, or continued use of Supplier. ROW Seed may source from any supplier, vendor, manufacturer, distributor, broker, reseller, or alternative source at its discretion.

Supplier may not directly or indirectly circumvent, bypass, avoid, interfere with, or attempt to avoid ROW Seed in connection with any Platform-Originated Relationship. Supplier may not use ROW Seed RFQs, project details, delivery details, public bid information, contractor demand, quote data, PO data, Platform documents, or other Platform Data to identify, contact, solicit, quote, sell to, or transact with a Contractor outside ROW Seed.

This obligation applies during Platform use and for twenty-four months after the latest Platform-originated RFQ, estimate, PO, delivery, payment, or account activity involving the applicable relationship.

ROW Seed may suspend, deactivate, pause, limit, or remove a Supplier at any time for any reason, including inaccurate information, late deliveries, product issues, compliance concerns, payment issues, misuse of Platform Data, attempted circumvention, poor performance, risk, or business judgment.

Supplier agrees to defend, indemnify, and hold harmless ROW Seed from claims, losses, damages, liabilities, costs, fines, penalties, settlements, judgments, and expenses, including reasonable attorneys’ fees, arising out of or relating to Supplier’s products, estimates, purchase orders, fulfillment, delivery, invoices, taxes, legal compliance, labels, certifications, product claims, breach of these Supplier Terms, misuse of Platform Data, circumvention, negligence, fraud, or misconduct.