Agreement to Sell and Purchase Cattle

Agreement to Sell and Purchase Cattle

Agreement made on the day of , 20, between (Name of Buyer) of

(street address, city, county, state, zip code), referred to herein as Buyer, and (Name of Seller), a corporation organized and existing under the laws of the state of , with its principal office located at

(street address, city, county, state, zip code), referred to herein as Seller.

1. Cattle to be Purchased

For and in consideration of (dollar amount), the receipt of which is acknowledged by Seller, and payment of the sum described in Section 10 of this Agreement, Seller agrees to sell and will deliver to Buyer, and Buyer will purchase and accept the following-described cattle, under the following terms and conditions:

• Number of head to be purchased: .

• Brand:

• Breeding:

• Condition: Subject to the provisions of Section 5 below,

• Stock:

• Shrinkage:

• Total Price: .

2. Delivery

A. Delivery of the cattle subject to this Agreement is to be F.O.B. cattle cars or other carrier at , subject to Buyer's ability to bill and ship through to Buyer's destination at , on or before , subject to the provisions of Section 3 of this Agreement.

B. All charges before loading the cattle on cattle cars or other carrier are to be paid by Seller.

3. Alternative Delivery

A. If shipment in the manner specified in Section 2 of this Agreement becomes impossible or commercially impractical, Seller shall ship the cattle to Buyer at the location specified in Section 2, above by .

B. Any and all additional expenses incurred by reason of such substituted delivery shall be paid by .

4. Cattle to Conform to Those Exhibited

Seller covenants that the cattle when delivered shall conform to the cattle that were exhibited to Buyer on , at

(address of location), by Seller or , the sales representative of Seller.

5. Inspection for Disease

Seller shall cause the cattle to pass federal, state, and all other necessary inspections for all diseases, brands, and marks at the expense of Seller . No sick, crippled, off-colored cattle, or any other cattle failing to pass the above inspections, are to be counted or loaded at such time and place.

6. Inspection by Buyer

A. Buyer shall have the right to examine the cattle on their arrival as specified above. Within business days after such arrival, Buyer must give notice to Seller by of any claim for damages on account of the condition, quality, or grade of the cattle, and must specify the basis of Buyer's claim in detail.

B. Buyer's failure to comply with these provisions shall constitute irrevocable acceptance of the cattle and bind Buyer to pay the contract price for the cattle.

7. Bases for Rejection

For the purposes of determining whether Buyer has a reasonable basis for rejecting any of the cattle shipped pursuant to this Agreement, there shall be sufficient reason for rejection if the cattle have failed to pass any of the inspections specified in Section 5 of this Agreement.

8. Seller’s Warranties

A. Seller warrants that the cattle shall be free from any and all liens and encumbrances, and further warrants that he will defend title to the cattle and indemnify Buyer from and against any and all loss or damage on account of such liens, encumbrances, or other defects in title.

B. Seller further warrants that the cattle shall be in good merchantable condition prior to loading at the above-specified time and place.

9. Payment of Balance of Purchase

The balance of the purchase price ($), after deduction of ($) paid pursuant to the provisions of Section 1 of this Agreement, shall be paid by Buyer to Seller when the cattle are loaded on the cars as specified above.

10. Weighing

A. The cattle shall be weighed on the day of loading on Buyer's cattle cars or other carrier on certified scales prior to loading.

B. The cattle shall be taken off feed and water at daylight on the date of weighing, and kept off feed and water until after they have been weighed.

C. The costs of such weighing shall be borne by .

11. Transfer of Title; Indemnification of Buyer

Title to the cattle that are the subject of this Agreement shall remain in Seller until after the weighing and loading on Buyer's cattle cars or other carrier of the cattle as set forth above. Until the cattle are so loaded, Seller will indemnify Buyer from and against any and all actions or claims arising out of the terms of this Agreement or the shipping of cattle pursuant to this Agreement and from and against any and all damages or injuries arising from such matters.

12. Risk of Loss

The risk of loss from any casualty to the cattle regardless of the cause of such casualty shall be on Seller until the cattle have been accepted by Buyer as specified in this Agreement.

13. Breach of Contract

If any of the terms, conditions, warranties, or representations with regard to the cattle on the part of Seller are violated, then, upon discovery of such violation, Buyer may summarily annul or avoid the transaction set forth in this Agreement and shall recover all sums of money previously deposited by him with Seller either as deposit or full payment of the livestock.

14. Notice of Revocation of Acceptance

The revocation of acceptance by Buyer of cattle delivered under and pursuant to this Agreement shall not be effective unless made and notice of such revocation of acceptance is given to Seller within days after Buyer has discovered the defects or days after acceptance by Buyer, whichever shall occur first.

15. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

16. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

17. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

18. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

19. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

20. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

21. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

22. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

23. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

WITNESS our signatures as of the day and date first above stated.

STATE OF

COUNTY OF

Personally appeared before me, the undersigned authority in and for the said county and state, on this day of , 20, within my jurisdiction, the within named, (Name of Buyer), who acknowledged that he executed the above and foregoing instrument.

STATE OF

COUNTY OF

Personally appeared before me, the undersigned authority in and for the said county and state, on this day of , 20, within my jurisdiction, the within named (Name of Officer), who acknowledged that he is (Name of Office) of (Name of Corporation), a corporation, and that for and on behalf of the said corporation, and as its act and deed he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do.

Note: Form of Acknowledgment may vary by state.