PlatinumAlliance
April 13, 2015
SALE TERMS AND CONDITIONS
TERMSOFSALE
Announcements
1. If there is any inconsistency in the terms of any sales materials, including sale books, supplement
sheets or day-of-sale announcements, (i) the day-of-sale announcement will control over both the sup-
plement sheet and the sale book, and (ii) the supplement sheet will control over the sale book.
Cash Sale
1. All sales are for cash unless satisfactory credit arrangements, including any possible reservation of
security interest by the seller, have been made with the seller prior to sale.
Buyer’s Risk at the Time of Sale
1. The risk of loss and injury of each animal passes to the buyer as soon as it is sold; however, it is the
obligation of the seller to ensure that sold animals are fed and cared for free of charge to the buyer until
loaded for shipment or until the expiration of
24 hours after the sale, whichever occurs sooner.
Identification Responsibilities
1. Prior to the sale, the seller must ensure that each animal has a readable permanent identification
mark (e.g., tattoo, hot-iron brand or freeze brand) corresponding to its registration.
2. The buyer must check all permanent identification marks for accuracy upon possession and report any
discrepancies or irregularities to the seller immediately.
3. In those cases where a nickname is used by the seller, the nickname must also be accompanied by the
official registered name and number of the animal.
Certificates of Registration
1. A transferred certificate of registration must be furnished by the seller free of charge to the buyer
for each animal within 45 days following the later of either the date of sale or upon the receipt of full
payment.
Artificial Insemination (AI) Service Certificates
1. AI Service certificates will be the responsibility of the buyer unless otherwise specified by the seller.
GUARANTEES
Health
1. Unless otherwise announced, the seller guarantees that all animals are eligible for interstate shipment
as required by applicable federal and state regulations.
Conformance with Registration
1. The seller guarantees that all sold animals are registered in accordance with the rules of the American
Angus Association.
2. The seller guarantees to the buyer that all sold animals conform to the registration certificate as
entered in the Herd Book of the American Angus Association.
Pedigree, Performance and Genetic Information
1. The seller guarantees to the buyer that the pedigree, performance data and genetic information, as
represented in any sales materials (including any sale book, supplement sheet or day-of-sale announce-
ment), are accurate. The seller shall provide “as of” date for all information from the American Angus
Association database.
2. The absence of any such designation on the pedigree of an animal, as set forth in any sales materials,
does not establish that the animal in question is not a carrier of any such genetic factor.
3. In those cases where a commonly understood nickname is used by the seller, the seller guarantees the
pedigree of the animal based on the commonly understood nickname.
Sex
1. Unless otherwise represented by the seller, there are no guarantees that offspring will be of a partic-
ular sex.
Breeding Guarantees
1. The seller guarantees that all animals are breeders, with the exception of: (a) calves under 12 months
of age at the time of the sale; (b) animals shown after the sale has occurred (in such cases, the breeding
guarantees, if any, will be those guarantees as are agreed upon between the seller and the buyer); (c)
animals who suffer injury or disease following the sale; and (d) animals subjected to gross negligence by
or willful misconduct on the part of the buyer.
2. The seller guarantees that all bulls are breeders for a period of
90 days following the initial turn out
with buyer’s herd, but only if such bulls are at least 12 months old at the time of sale and have not
been allowed to run with the herd until at least 14 months of age. A bull that settles a cow by natural
service and passes a fertility test performed by a competent veterinarian or reproductive technician
mutually agreed upon by the buyer and the seller will be considered a breeder. Unless otherwise
agreed by the buyer and the seller, the seller makes no guarantees with respect to the ability to freeze
semen.
3. Cows with calves at their side are presumed to be breeders with no further fertility guarantee.
4. “Safe-in-calf” females are guaranteed by the seller to have been examined by a competent veteri-
narian or reproductive technician and determined to be safe-in-calf by examination or other proven
method (e.g., ultrasound, pregnancy blood tests, and rectal palpation).
5. “Served” females are not guaranteed to be in calf.
6. “Pasture-bred” females have been exposed but are not guaranteed to be in calf.
7. “Open” females are guaranteed by the seller to be without calf.
8. Donor females:
a. Unless otherwise agreed by the buyer and the seller, a female that has been used in an embryo trans-
fer program is not guaranteed to be a breeder after the date of the sale.
b. Unless otherwise agreed by the buyer and the seller, a female is not guaranteed to be a breeder after
the date of the sale, when that female is to be used, or attempted to be used, in an embryo transfer
program.
9. The seller makes the following guarantees with respect to all “pregnant recipients”: (i) that the female
is pregnant, (ii) that the resulting calf is of the pedigree represented, and (iii) that the resulting calf is of
the sex represented (if so represented).
Semen
1. Unless otherwise agreed by the buyer and the seller, with respect to the sale of semen the seller
makes no guarantees with respect to the performance or characteristics of such semen and the buyer is
purchasing such semen “as is.”
Embryos
1. Embryos being offered for sale will be sold “as is” unless the seller provides additional guarantees.
Privileges of Return or Adjustment: Options
1. With the exception of any applicable transportation expenses described herein, a seller shall never
be liable to a buyer for an amount greater than the original selling price of any animal sold under these
Sales Terms and Conditions.
2. Unless otherwise stated, all claims for adjustment or refund must be made in writing to the seller
within 180 days following the sale of the animal in question.
3. If an animal is claimed to be a non-breeder, the animal may be returned to the seller if it is in good
condition and complies with the health requirements of the seller’s state. At the option of the buyer, the
seller may issue a credit to the buyer for use in a future purchase or provide an animal of equal value
subject to the approval of buyer. If the buyer exercises either such option, the claim shall be deemed
fully and satisfactorily resolved. However, in the event that the buyer requests a refund of the purchase
price, the seller may, at its option, either issue a refund of the full purchase price or, shall have 180 days
from the date the animal is returned to the seller’s farm to conduct a trial to demonstrate the returned
animal is a breeder. Refund of the full purchase price or demonstrated proof that the animal is a breeder
during the test trial shall be deemed full satisfaction and settlement of the claim.
Any expense incurred for transporting an animal claimed to be a non-breeder will be the responsibility
of the buyer, except that the seller will be responsible for transportation costs in excess of the distance
between the buyer’s farm and the location where the sale took place. If the seller proves the animal to
be a breeder, it will be the obligation of the buyer to take delivery of the animal and pay all transporta-
tion expenses.
4. If a female sold as “safe in calf” proves not to be in calf, the seller must make a satisfactory adjustment
on the purchase price to the buyer or, at the buyer’s option, refund the purchase price upon return of
the animal to the farm of the seller. Any claim for adjustment or refund under this paragraph must be
made in writing to the seller on or before the first anniversary of the date of the sale.
5. If a female represented as “safe in calf” to a certain bull at the time of sale proves to have been bred
to a different bull, the seller must make a satisfactory adjustment on the purchase price to the buyer or,
at the buyer’s option, refund the purchase price upon return of the animal to the farm of the seller. Any
claim for adjustment or refund under this paragraph must be made in writing to the seller on or before
the first anniversary of the date of sale.
6. If a female sold as “open” proves to be with calf, the buyer may return the animal to the farm of the
seller prior to calving for a refund of the full purchase price or for another animal of equal value, which-
ever is acceptable to the buyer. The Seller is responsible for all transportation expenses.
7. White skin or hair must not be painted or altered. If such painting or alteration has occurred, the buy-
er may return the animal to the farm of the seller for a refund of the full purchase price or for another
animal of equal value, whichever is acceptable to the buyer.
8. If an animal is sold and subsequently becomes ineligible for registration under the rules of the Amer-
ican Angus Association for reasons other than incorrect parentage, the seller must make a satisfactory
adjustment on the purchase price to the buyer, or at the option of the buyer, refund the purchase price
upon the return of the animal to the farm of the seller.
9. If an animal (including the offspring of a pregnant recipient) is sold and through parentage verification
is proven to have incorrect parentage, as represented by the animal’s certificate of registration, and for
which correct parentage can be determined, the seller is obligated to make a satisfactory adjustment on
the purchase price to the buyer or, at the buyer’s option, refund the purchase price upon the return of
the animal to the farm of the seller. Any claim for adjustment or refund under this paragraph must be
made in writing to the seller on or before the second anniversary of the date of the sale.
10. If the resulting calf of a pregnancy is not of the sex represented at the time of the sale, the seller
is obligated to make a satisfactory adjustment on the purchase price to the buyer or, at the buyer’s
option, refund the purchase price upon the return of the animal to the farm of the seller. Any claim for
adjustment or refund under this paragraph must be made in writing to the seller on or before the first
anniversary date of the sale.
11. Unless stated otherwise, all transportation expenses incurred will be the responsibility of the buyer,
except that the seller will be responsible for transportation costs in excess of the distance between the
buyer’s farm and the location where the sale took place.
Disclosure or Retention of Genetic Materials
1. If seller retains any genetic materials of an animal being sold that can be used for cloning, the seller
must disclose such fact to any potential buyers prior to the sale.
GENETIC CONDITIONS: REQUIRED DISCLOSURES RELATING TO CERTAIN TEST RESULTS OR POTENTIAL
CARRIER STATUS OF AN ANIMAL.
1. In advance of any sales of an animal, the seller shall have the affirmative duty to notify any potential
buyer of (1) any test results in which an animal for sale has tested positive (under a test and at a labora-
tory approved by the American Angus Association) as a carrier of any genetic conditions recognized by
the American Angus Association, and (2) whether the animal has a potential carrier designation on its
pedigree for any genetic condition that is recognized by the American Angus Association.
Optional Guarantee: Genetic Conditions
1. The buyer and seller may determine the scope and duration of a guarantee, if any, on an individual ba-
sis. The seller may, but is not required, to provide a guarantee to the buyer relating to genetic conditions.
2. Nothing contained herein should be construed to relieve the parties from complying fully with all the
rules and policies of the Association relating to genetic conditions generally or individually.
MISCELLANEOUS
1. The above terms and conditions of sale constitute a contract between the buyer and the seller of each
animal and are equally binding upon both parties. Each sale or resale of an animal constitutes a separate
transaction.
2. Neither the American Angus Association nor any director, officer, employee or representative of the
Association or any of its related entities assumes any liability, legal or otherwise, in connection with any
sale or transaction conducted under the terms of the Suggested Sales Terms and Conditions. Nor shall
the American Angus Association, its directors, officers, employees or representatives assume any liability
or be responsible in any way for enforcing the terms and conditions of any agreement between buyer
and seller.
3. Neither the sponsor or sponsors, the sale manager, nor any other person connected with the manage-
ment of the sale, assumes any liability, legal or otherwise.
4. These sale terms and conditions and all rights, obligations and duties arising hereunder and all dis-
putes arising hereunder will be construed in accordance with, and governed by, the laws of the state in
which the sale of the animal or animals occurs, without giving effect to such state’s choice of law rules.
UNLESS OTHERWISE EXPRESSLY STATED IN THESE SALE TERMS AND CONDITIONS OR ANY OTHER WRIT-
TEN AGREEMENT BETWEEN THE PARTIES RELATING TO THE SALE OF ANGUS CATTLE UNDER THESE SALE
TERMS AND CONDITIONS, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF SUCH
PURPOSE IS KNOWN TO THE PARTIES. THE REMEDIES PROVIDED IN THESE SALE TERMS AND CONDITIONS
ARE THE EXCLUSIVE REMEDIES OF THE BUYER, OR ANY PARTY CLAIMING THROUGH THE BUYER, AND
UNDER NO CIRCUMSTANCES WILL THE SELLER BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CON-
SEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES UNDER ANY INDEMNITY PROVISION OR OTHERWISE.
AmericanAngus Association• Effective June7, 2012
