Fill and Sign the Purchase Agreement Contract Form

Purchase and Maintenance Agreement for Cattle (Feeder Contract) Agreement made on the ____________________________________________ (date), between ______________________________________________ (Name of Owner) of ______________________________________________________________________________ ______________________________________________________________________________ ___________________________ (street address, city, county, state, zip code) , referred to herein as Owner, and __________________________________________________ (Name of Feeder), 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 Feeder. 1. Cattle Purchased A. Feeder agrees to sell to Owner, and Owner agrees to purchase from Feeder, ___________ (number) head of (describe breed of cattle) _______________________________ ______________________________________ now owned by and in the possession of Feeder, being of (describe grade) ________________________________________________________ or better quality, merchantable, and weighing between _________________ (number) and _______________ (number) pounds each. These cattle shall be delivered to the feedlot of ______________________________________________________________ (name of feedlot owner) at _____________________________________________________________________ ______________________________________________________________________________ __________________________________________ (street address, city, state, zip code), at the expense of Feeder. B. The total weight of the cattle is _____________________________ (number) pounds, at a purchase price of ________________________________________ ( dollar amount) per pound, for a total of _________________________________ ( dollar amount). 2. Final Weight of Cattle A. Owner and Feeder agree that at the termination of this Agreement, the final weight for the purposes of settling all obligations arising out of this Agreement shall be based on the pay weight upon which the sale of Owner's cattle is to be made. B . Pay weight shall be defined as the net weight after shrink allowances, if any, upon which the sale of Owner's cattle is made. C. The cattle shall be weighed on a sealed and certified railroad, stockyard, or public scale nearest to the selling point. D. Gathering and loading at the final weighing will be at the expense of Feeder. 3. Financing The purchase price of the cattle shall be paid by Owner as follows: A. An initial downpayment of _________________________________ ( dollar amount). B. Owner will execute a promissory note and a purchase money security agreement in favor of Feeder for the remaining balance of ______________________________________ ( dollar amount) , providing for simple interest at the rate of (percentage) per annum, payable in _____________ (number) monthly install ments of ______________________________ ( dollar amount) , the first of said monthly install ments being due and payable on __________________________________ (date), if not earlier due as provided in Subsection C below. C. Proceeds from cattle sales will be applied immediately against the unpaid balance of Owner's promissory note held by Feeder. 4. Transfer of Title A. Feeder shall transfer title to the cattle by bill of sale granting Owner unencumbered clear title. B. Feeder warrants that if the cattle are subject to any encumbrance prior to the sale to Owner, any encumbrance will be extinguished according to the applicable rules of law. 5. Length of Feeding A. Feeder agrees to feed and otherwise responsibly care for Owner's cattle for at least ___________ (number) days, or until they weigh an average of _____________________ (number) pounds, whichever is sooner. B. The cattle may be sold earlier for immediate delivery or on "advance sales contract" for future delivery only after Owner is advised of the proposed sale terms and with Owner's permission. C. After the minimum period indicated above, Feeder shall advise Owner of the anticipated sale terms and with Owner’s concurrence, Feeder may sell the cattle in groups as Feeder sees fit, as to take advantage of favorable market conditions. D. Should the cattle not be sold by ________________________________________ (date) , Owner shall have the right on that date, or any subsequent date, to instruct Feeder to sell the cattle at the best price obtainable. 6. Purchase of Feed Owner agrees to purchase from Feeder and Feeder agrees to sell to Owner feed on the following basis: A. (e.g., state number of pounds, tons or bushels and describe type of feed at the dollar amount per pound, ton or bushel)____________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ __ ; B. __________________ (Number) tons of protein supplement at _______________________________ ( dollar amount) per ton; C. Salt and mineral at _______________________________ ( dollar amount) per head; and D. The total purchase price of the feed shall be _____________________________ ( dollar amount) and the feed shall be delivered to Owner for Owner's exclusive use, and title and identity shall be established by issuance of a bill of sale to Owner. 7. Payment for Care and Yardage A. Owner agrees to pay Feeder at the commencement of this Agreement ( dollar amount) _______________________________________ per head for a total of ________________________________________ ( dollar amount) , for care, yardage, and all incidental expenses connected with the feeding of the cattle. B. Feeder agrees to pay for all expenses of a reasonable, customary, or ordinary nature, including veterinary services, which services Feeder agrees to provide for Owner's cattle during the term of this Agreement as responsible care requires. Computation under Section Nine of this Agreement shall include the above amount. 8. Responsibility for Care and Maintenance A. Feeder agrees to feed and care for owner's cattle in accordance with the standards of care and responsibility generally accepted as good animal husbandry practices. B. The parties agree that Feeder is an independent contractor and not the agent or employee of Owner. C. Feeder agrees to assume all responsibility for, and protect Owner from any loss occasioned by, any claim asserted for: 1. FICA taxes, income tax withholding, unemployment compensation, or any other taxes on or measured by wages paid to Feeder's employees; 2. Workers' compensation claimed by any of Feeder's workers, employees, or subcontractors; and 3. By third persons because of or growing out of any actions connected with the handling of Owner's cattle while in Feeder's actual or constructive custody. 9. Bonus or Penalty A. To provide an incentive for Feeder to achieve maximum feed conversion, dependent on the results achieved, Owner will pay Feeder a bonus or Feeder will pay Owner a penalty at the termination of this Agreement. B. The bonus or penalty will be determined as follows: at the termination of this Agreement, the total weight gain attained by the cattle during the feeding period shall be determined by subtracting the weight at the time of purchase by Owner from the weight at the time of sale by Owner, both weights being determined in accordance with the provisions of Section 2 of this Agreement. If the total weight gain multiplied by ____________________________________ ( dollar amount) per pound exceeds _________________________________________ ( dollar amount) times the number of head of cattle at the start of this Agreement, the difference will be paid as a bonus to Feeder. If the total weight gain multiplied by ______________________________________ ( dollar amount) per pound is less than __________________________________________ ( dollar amount) times the number of head of cattle at the start of this Agreement, the difference will be paid by Feeder to Owner as a penalty. 10. Determination of Profit or Loss A. Profit or loss from the transactions covered by this Agreement shall be determined by deducting from the gross sale price received from the cattle all expenses payable by Owner, including: 1. Purchase price of cattle; 2. Feed purchased, plus care and yardage, plus or minus the bonus or penalty as computed in Section 9; 3. Interest accrued on the above-mentioned promissory note; and 4. All charges of a reasonable nature incidental to purchases and sales. B. In consideration of Feeder agreeing to guarantee and insure Owner against a total net loss of more than _______________________________ ( dollar amount) per head, Owner agrees that, in final settlement of this Agreement, feeder shall receive __________ (percentage) of any net profit realized from this transaction, determined at the time of the final settlement of all obligations under this Agreement. C. In understanding that if any net loss results to Owner upon sale of the cattle due to market decline, mortality, or any other cause, Feeder guarantees that the loss will be limited to the amount stated above in this Section. It is also understood that Feeder will refund to Owner any and all sums in excess of the stated loss per head. 11. Examples of Accounting Method Attached to this Agreement and made a part hereof by reference are several examples, marked as Exhibits A through _____, showing the accounting method by which profit or loss is to be computed. These examples are not based on the specific facts and figures of this Agreement, but are set forth to illustrate the method to be used in computation, and are subject to the actual facts and figures contained in this Agreement. 12. Death Losses Feeder shall not seek reimbursement or adjustment for any cattle lost through death, theft, or any reason while in the care of Feeder . 13. Keeping of Records A. Feeder agrees to keep records in the form Owner specifies, and to submit a (e.g., bimonthly) ___________________________________________ report showing the number of cattle belonging to Owner, the number of cattle lost and the reason for such loss, and other items listed on the (e.g., bimonthly) ___________________________________ report form, a copy of which is attached hereto as Exhibit ____ to this Agreement and made a part hereof by reference. B. Owner reserves the right to audit Feeder's records pertaining to Owner's cattle, and Feeder agrees to hold the records available for inspection by Owner during all normal business hours at Feeder's principal place of business. C. Feeder agrees to supply Owner with copies of any and all records pertaining to Owner's cattle as may be requested. 14. Termination of Agreement A. This Agreement shall terminate automatically unless Owner by written notice elects otherwise, if or when Feeder dies, becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, attempts to sell, mortgage, pledge, remove, dispose of, or injure any cattle belonging to Owner, if any distress, execution, or attachment is levied upon the cattle or any part of the cattle, or if any distress, execution, or attachment is levied upon any premises, equipment, or other asset belonging to Feeder that, in the judgment of Owner will render continued performance under the terms of this Agreement impossible. B. In addition, Owner shall have the right to terminate this Agreement upon (number) ____________ days' written notice to Feeder if Feeder violates any provision of this Agreement or becomes involved in any financial difficulty that, in the opinion of Owner's banking connection, may impair Owner's financial responsibility. 15. Delivery of Cattle upon Termination Upon termination of this Agreement under Section 14 of this Agreement, Feeder shall immediately deliver Owner's cattle in accordance with the directions supplied by Owner or Owner's agent; and Owner is authorized to enter upon any premises where the cattle are located, and, in addition to possession of the cattle, Feeder guarantees to Owner the delivery of unconsumed feed and supplement and pro rata return to amounts paid in Section 7. 16. Inability to Return Cattle If this Agreement is terminated in accordance with the provisions of Section 14 and Feeder is unable to deliver Owner's cattle in accordance with the directions supplied by Owner , Feeder agrees that the alternative shall be immediate delivery to Owner of a cash sum equal to the reasonable market value of the cattle at the time delivery of the cattle was directed, less the amount of any outstanding purchase money security interest for which the cattle was pledged as collateral, in addition to other sums specified above as being immediately due Owner upon termination of this Agreement. 17. Owner’s Access to Cattle Feeder agrees, during the entire period covered by this Agreement, to keep Owner's cattle where they may be seen and inspected by Owner , and Feeder agrees never to place Owner's cattle in circumstances or on premises to which Owner is, or may be, denied free access. 18. Effective and Termination Dates The effective beginning date of this Agreement shall be the date set forth above and shall terminate when all cattle purchased are sold by Owner, final settlement is made, or as provided under Section 14. 19. Agent Representation Feeder agrees that ______________________________________________ (name of agent) , agent of Owner, has the authority and power of attorney to represent and to act in Owner's behalf in any negotiations, institution of legal proceedings in Owner's name, execution of legal pleadings for Owner, or in any matters that may affect Owner's interest in this Agreement. Feeder specifically waives any objections to (1) the representation of Owner by agent in any of the above-stated matters; and (2) the requirement that Owner be physically present in any negotiations or legal proceeding. 20. 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. 21. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ________________________________. 22. 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. 23 . 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. 24. 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. 25. 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. 26. 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. 27. 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. ____________________________________ (Name of Feeder) _________________________________________ By_________________________________ (Name of Owner) ____________________________________ (Name and Office in Corporation) STATE OF _______________________________________ COUNTY OF _________________________________ Personally appeared before me, the undersigned authority in and for said County and State, on this ______________________________________________ (Date), within my jurisdiction, the within named ___________________________________________________ (Name of Officer) , who acknowledged that he is the ___________________________________ (Name of Office) , a ___________________________________________ (name of state) corporation, and that he/she executed the above and foregoing instrument for and on behalf of said corporation, after being duly authorized so to do. __________________________________________ NOTARY PUBLIC My Commission Expires: ______________________ 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 Owner) , who acknowledged that he executed the above and foregoing instrument. __________________________________________ NOTARY PUBLIC My Commission Expires: ______________________ (Form of acknowledgement/oath will vary from state to state)