Suggested* Sale Terms and Conditions
American Angus Association • Effective June 7, 2012
TERMS OF SALE
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
supplement 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 beenmade with the seller prior to sale.
Buyer’s Risk at theTime 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 identificationmark
(e.g., tattoo, hot-iron brand or freeze brand) corresponding to its registration.
2.The buyer must check all permanent identificationmarks 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 nicknamemust also be accompanied by the
official registered name and number of the animal.
Certificates of Registration
1. A transferred certificate of registrationmust 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.
Conformancewith 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 andGenetic 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 an-
nouncement), 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 defect or 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
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) 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 12months old at the time of sale and have not
been allowed to run with the herd until at least 14months of age. A bull that settles a cowby 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 veterinar-
ian 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
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 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
SalesTerms and Conditions.
2. Unless otherwise stated, all claims for adjustment or refundmust bemade 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 responsibil-
ity of the buyer, except that the seller will be responsible for transportation costs in excess of the
distance between the buyer’s farmand 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
transportation 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 farmof the seller. Any claim for adjustment or refund under this paragraphmust 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 farmof the seller.
Any claim for adjustment or refund under this paragraphmust bemade 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 farmof 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.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 buyer
may return the animal to the farmof 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 Ameri-
can 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 farmof 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 tomake a satisfactory adjust-
ment 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 farmof the seller. Any claim for adjustment or refund under this paragraph
must bemade 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 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 farmof the seller. Any claim for
adjustment or refund under this paragraphmust bemade in writing 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 seller will be responsible for transportation costs in excess of the distance between
the buyer’s farmand the location where the sale took place.
Disclosure or Retentionof GeneticMaterials
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.
GENETICDEFECTS ANDFACTORS: REQUIREDDISCLOSURES RELATINGTO
CERTAINTEST RESULTSOR POTENTIAL CARRIER STATUSOF ANANIMAL.
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
laboratory approved by the American Angus Association) as a carrier of any genetic defect or genetic
factor recognized by the American Angus Association, and (2) whether the animal has a potential
carrier notation on its pedigree for any defect or factor that is recognized by the American Angus
Association.
Optional Guarantee: Genetic Defects
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 defects.
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 defects 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 SalesTerms 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 salemanager, nor any other person connectedwith themanage-
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
disputes 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 INTHESE SALETERMS AND CONDITIONS OR ANY OTHER
WRITTEN AGREEMENT BETWEENTHE PARTIES RELATINGTOTHE SALE OF ANGUS CATTLE UNDER
THESE SALETERMS AND CONDITIONS, SELLERMAKES NOOTHERWARRANTIES, EXPRESS OR IMPLIED,
INCLUDING ANY IMPLIEDWARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PUR-
POSE, EVEN IF SUCH PURPOSE IS KNOWNTOTHE PARTIES.THE REMEDIES PROVIDED INTHESE SALE
TERMS AND CONDITIONS ARETHE EXCLUSIVE REMEDIES OFTHE BUYER, OR ANY PARTY CLAIMING
THROUGHTHE BUYER, ANDUNDER NO CIRCUMSTANCESWILLTHE SELLER BE LIABLE FOR ANY
INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES UNDER ANY
INDEMNITY PROVISIONOR OTHERWISE.
*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.
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