NOTES
Suggested* Sale Terms and Conditions
American Angus Association • Effective June 7, 2012
*These Suggested Sales Terms and Conditions have been drafted for optional use by sellers in multiple types of transactions
including auctions, internet auctions, private treaty sales and private treaty sale “bid offs.” Whether to use them as drafted,
as modified, or not at all, is left to the independent business judgment of every seller. They are for sellers’ consideration and
voluntary use.
TERMSOFSALE
Announcements
1.
If there is any inconsistency in the terms of any salesmaterials, including sale books, supplement sheets or day-of-sale announcements, (i) the day-of-sale announcement
will control over both the supplement sheet and the sale book, and (ii) the supplement sheetwill control over the sale book.
CashSale
1.
All sales are for cash unless satisfactory credit arrangements, including any possible reservation of security interest by the seller, have beenmadewith the seller prior to
sale.
Buyer’sRisk at the Time ofSale
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.
IdentificationResponsibilities
1.
Prior to the sale, the sellermust ensure that each animal has a readable permanent identificationmark (e.g., tattoo, hot-iron brand or freeze brand) corresponding to its
registration.
2.
The buyermust check all permanent identificationmarks for accuracy upon possession and report any discrepancies or irregularities to the seller immediately.
3.
In those caseswhere a nickname is used by the seller, the nicknamemust also be accompanied by the official registered name and number of the animal.
Certificates ofRegistration
1.
A transferred certificate of registrationmust be furnished by the seller free of charge to the buyer for each animalwithin 45 days following the later of either the date of
sale or upon the receipt of full payment.
Artificial Insemination (AI)ServiceCertificates
1.
AIService certificateswill 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.
ConformancewithRegistration
1.
The seller guarantees that all sold animals are registered in accordancewith the rules of theAmerican
AngusAssociation.
2.
The seller guarantees to the buyer that all sold animals conform to the registration certificate as entered in theHerdBook of theAmericanAngusAssociation.
Pedigree,Performance andGenetic Information
1.
The seller guarantees to the buyer that the pedigree, performance data and genetic information, as represented in any salesmaterials (including any sale book, supplement
sheet or day-of-sale announcement), are accurate. The seller shall provide “as of” date for all information from theAmericanAngusAssociation database.
2.
The absence of any such designation on the pedigree of an animal, as set forth in any salesmaterials, does not establish that the animal in question is not a carrier of any
such genetic defect or genetic factor.
3.
In those caseswhere 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 offspringwill be of a particular sex.
BreedingGuarantees
1.
The seller guarantees that all animals are breeders,with the exception of: (a) calves under 12months
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) animalswho suffer injury or disease following the sale; and (d) animals subjected to gross negligence by orwillfulmisconduct 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 outwith buyer’s herd, but only if such bulls are at least 12months old
at the time of sale and have not been allowed to runwith the herd until at least 14months of age.A bull that settles a cow by natural service and passes a fertility test
performed by a competent veterinarian or reproductive technicianmutually agreed upon by the buyer and the sellerwill be considered a breeder.Unless otherwise agreed
by the buyer and the seller, the sellermakes no guaranteeswith respect to the ability to freeze semen.
3.
Cowswith calves at their side are presumed to be breederswith no further fertility guarantee.
4.
“Safe-in-calf” females are guaranteed by the seller to have been examined by a competent veterinarian or reproductive technician and determined to be safe-in-calf by
examination or other provenmethod (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 bewithout calf.
8.
Donor females:
a. Unless otherwise agreed by the buyer and the seller, a female that has been used in an embryo transfer 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 at-
tempted to be used, in an embryo transfer program.
9. The sellermakes the following guaranteeswith 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 sellermakes no guaranteeswith respect to the performance or characteristics of
such semen and the buyer is purchasing such semen “as is.”
Embryos
1.
Embryos being offered for salewill be sold “as is” unless the seller provides additional guarantees.
Privileges ofReturn orAdjustment: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 theseSales Terms andConditions.
2.
Unless otherwise stated, all claims for adjustment or refundmust bemade inwriting to the sellerwithin 180 days following the sale of the animal in question.
3.
If an animal is claimed to be a non-breeder, the animalmay be returned to the seller if it is in good condition and complieswith the health requirements of the seller’s state.
At the option of the buyer, the sellermay 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 sellermay, 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-breederwill be the responsibility of the buyer, except that the sellerwill be responsible for transportation
costs in excess of the distance between the buyer’s farm and the locationwhere the sale took place. If the seller proves the animal to be a breeder, itwill be the obligation
of the buyer to take delivery of the animal and pay all transportation expenses.
4.aIf a female sold as “safe in calf” proves not to be in calf, the sellermustmake 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 paragraphmust bemade inwriting 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 sellermustmake 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 paragraphmust bemade inwriting to the seller on or before the first anniversary of the date of sale.
6.
If a female sold as “open” proves to bewith calf, the buyermay 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,whichever is acceptable to the buyer. TheSeller is responsible for all transportation expenses.
7.
White skin or hairmust not be painted or altered. If such painting or alteration has occurred, the buyermay 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 theAmericanAngusAssociation for reasons other than incorrect parentage, the
sellermustmake 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 forwhich correct parentage can be determined, the seller is obligated tomake 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 bemade inwriting 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 tomake 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 bemade inwriting to the seller on or before the first anniversary date of the sale.
11.
Unless stated otherwise, all transportation expenses incurredwill be the responsibility of the buyer, except that the sellerwill be responsible for transportation costs in
excess of the distance between the buyer’s farm and the locationwhere the sale took place.
Disclosure orRetention ofGeneticMaterials
1.
If seller retains any geneticmaterials of an animal being sold that can be used for cloning, the sellermust disclose such fact to any potential buyers prior to the sale.
GENETICDEFECTSAND FACTORS:REQUIREDDISCLOSURESRELATING TOCERTAIN TESTRESULTSORPOTENTIALCARRIERSTATUSOFANANIMAL.
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 inwhich an animal for sale has tested
positive (under a test and at a laboratory approved by theAmericanAngusAssociation) as a carrier of any genetic defect or genetic factor recognized by theAmerican
AngusAssociation, and (2)whether the animal has a potential carrier notation on its pedigree for any defect or factor that is recognizedby theAmericanAngusAssocia-
tion.
OptionalGuarantee:GeneticDefects
1.
The buyer and sellermay determine the scope and duration of a guarantee, if any, on an individual
basis. The sellermay, but is not required, to provide a guarantee to the buyer relating to genetic defects.
2.
Nothing contained herein should be construed to relieve the parties from complying fullywith all the rules and policies of theAssociation relating to genetic defects gener-
ally 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 theAmericanAngusAssociation nor any director, officer, employee or representative of theAssociation or any of its related entities assumes any liability, legal or
otherwise, in connectionwith any sale or transaction conducted under the terms of theSuggestedSales Terms andConditions.Nor shall theAmericanAngusAssociation,
its directors, officers, employees or representatives assume any liability or be responsible in anyway for enforcing the terms and conditions of any agreement between
buyer and seller.
3.
Neither the sponsor or sponsors, the salemanager, nor any other person connectedwith themanagement 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 disputes arising hereunderwill be construed in accordancewith, and
governed by, the laws of the state inwhich the sale of the animal or animals occurs,without giving effect to such state’s choice of law rules.
UNLESSOTHERWISE EXPRESSLYSTATED IN THESESALE TERMSANDCONDITIONSORANYOTHERWRITTENAGREEMENTBETWEEN THEPARTIESRELATING TO THE
SALEOFANGUSCATTLEUNDER THESESALE TERMSANDCONDITIONS,SELLERMAKESNOOTHERWARRANTIES, EXPRESSOR IMPLIED, INCLUDINGANY IMPLIED
WARRANTYOFMERCHANTABILITYOR FITNESS FORAPARTICULARPURPOSE, EVEN IFSUCHPURPOSE ISKNOWN TO THEPARTIES. THEREMEDIESPROVIDED IN THESE
SALE TERMSANDCONDITIONSARE THE EXCLUSIVEREMEDIESOF THEBUYER,ORANYPARTYCLAIMING THROUGH THEBUYER,ANDUNDERNOCIRCUMSTANCES
WILL THESELLERBE LIABLE FORANY INCIDENTAL, INDIRECT,SPECIAL,CONSEQUENTIAL,PUNITIVEOR EXEMPLARYDAMAGESUNDERANY INDEMNITYPROVISIONOR
OTHERWISE.
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