NORTH AMERICAN DEVON ASSOCIATION

TERMS AND CONDITIONS OF SALE

The following terms and conditions apply to all sales of animals at a North American Devon Association (“NADA”) sponsored sale (a “Sale”).

1. Sale Application. A seller shall complete an application for each animal to be included in the Sale in a form required by the NADA Select Sale Committee (the “Committee”) and posted to the NADA website. All applications shall be received prior to the Sale by the date specified by the Committee for a Sale.
   
2. Bidding. Each animal will be sold to the highest bidder. The person in charge of the Sale will settle any disputes as to bids, and his decision in such matters shall be final and binding on seller and buyer.
   
3. Supplements/Announcements. A Sale catalogue will be posted on the NADA website. Any written supplement posted on the NADA website prior to the Sale date shall modify and supersede the Sale catalogue, and any day-of-Sale announcement shall modify and supersede the Sale book, as supplemented. A seller guarantees that the animal sold is as represented in the Sale catalogue, as supplemented, and as modified by any day-of-Sale announcements.
   
4. Cash Sales. All sales are for cash unless a buyer has made satisfactory credit arrangements in advance of the Sale with the Committee.
   
5. Care; Risk of Loss. A seller is obligated to provide feed and care for an animal sold free of charge until loaded for shipment or until the expiration of 48 hours after the time of Sale, whichever first occurs. NADA may agree to supply such feed and care on behalf of sellers, as stated in the Sale catalogue. The risk of loss and injury to each animal remains with the seller until the moment of sale, at which time such risk transfers to the buyer.
   
6. Certificate of Registration. Each animal offered for sale shall be accompanied by a certificate of registration issued by NADA. A seller guarantees that the animal sold has been properly registered under the rules of as of the date of registration. A seller shall exhibit such certificate for each animal to the Committee prior to the Sale, sign such certificate in blank and deliver same to the Committee for each animal sold at the Sale; however, no certificate shall be delivered to a buyer until good funds in payment for such animal have been received by NADA. Each animal offered for sale shall bear ear tattoos corresponding to those shown on the animal’s certificate of registration. The provisions of this section shall not apply to “recipients” described in Section 11, below, unless such female is described in the Sale catalogue, as supplemented or modified by a day-of Sale announcement, as registered with NADA.
   
7. Health. A seller guarantees that the animal sold is eligible for transportation within and sale in the state in which the Sale occurs, and for interstate shipment as required by federal regulations. Satisfactory and current tuberculosis, brucellosis and other health certificates required in the state of Sale of for interstate commerce shall be provided by a seller to the Committee upon delivery of an animal to the Sale site.
   
8. Sex. Unless otherwise represented in the Sale catalogue, as supplemented or modified by a day-of Sale announcement, a seller does not guarantee that offspring will be of a particular sex.
   
9. Breeding Ability. A seller guarantees that the animal sold is a breeder, except if an animal is less than 12 months old at the time of Sale or as a result of injury, disease or negligence of a buyer occurring after the time of Sale. However, no female represented to have been used in an embryo transplant program or is so used by a buyer after the time of Sale is guaranteed to be a breeder. A cow with a calf at her side is conclusively presumed a breeder. A bull that settles a cow by natural service and passes a fertility test made by a competent veterinarian during the trial period referred to in Section 14 below is conclusively presumed a breeder.
   
10. Pregnancy Status. A seller guarantees that a female stated to be “safe in calf” or “bred” in the Sale catalogue, as supplemented or modified by a day-of Sale announcement, has been examined by a competent veterinarian and determined to be in calf. If the Sale catalogue, as supplemented or modified by a day-of Sale announcement, identifies a bull as the sire of such calf, a seller guarantees that such bull is the sire. A seller guarantees that a female stated to be “open” in the Sale catalogue, as supplemented or modified by a day-of Sale announcement, is not in calf. A seller makes no guarantee as to pregnancy status respecting females described as “served,” “exposed,” “run with” or other terms of similar meaning.
    
11. Recipients. A seller guarantees any recipient animal not registered with NADA either (i) is pregnant and carrying a calf of the pedigree represented and the sex (if so represented) in the Sale catalogue, as supplemented or modified by a day-of Sale announcement, or (ii) has at her side a calf of the pedigree represented in the Sale catalogue, as supplemented or modified by a day-of Sale announcement.
    
12. Semen/Embryos. A seller guarantees semen or embryos only as set out in the Sale catalogue, as supplemented or modified by a day-of Sale announcement.
    
13. Guarantees Generally. A seller makes no guarantees, warranties or representations, express or implied, concerning pedigree, breeding ability, soundness or other characteristics of an animal sold (or of its offspring or the lack thereof) except as specifically set out in these terms and conditions or the Sale catalogue, as supplemented or modified by a day-of Sale announcement. All guarantees shall expire on the later of the six-month anniversary of the time of Sale and the date on which the guaranteed animal reaches 30 months of age (or in the case of a claim respecting the pedigree of an unborn calf, one year after the birth of such calf) unless prior to the expiration date a buyer has made a good-faith written claim of breach to a seller, and has sent a copy of such claim to the Committee.
    
14. Options and Privileges of Return or Adjustment. (a) Non-Breeder – If a buyer claims an animal is a non-breeder, the buyer may return such animal to the seller. The seller is entitled to six months trial following the return of the animal in which to prove that the animal is a breeder. If at the end of the six-month period the seller is unable to prove the animal is a breeder, then the seller shall retain the animal and offer the buyer an animal seller considers of equal value or pay the buyer the full purchase price – at buyer’s option. If the animal proves to be a breeder, then the buyer shall make arrangements to take delivery of the animal, with no resulting adjustment in the purchase price. (b) Safe in Calf – if a female represented to be “safe in calf” or “bred” proves not to be in calf, the buyer may receive service from the bull previously used, if available. If such bull or his semen is not available or attempts to impregnate such female by such bull prove unsuccessful, the buyer may receive an adjustment of purchase price acceptable to buyer reflecting the fair value of such calf or, at buyer’s option, the animal may be returned for a refund of the full purchase price. Any adjustment of the purchase price made by a seller shall be completely fulfill his obligations under seller’s guarantee of the pregnancy status of such female, but shall not affect his guarantee that such female is a breeder. (c) Open Female – if a female is guaranteed “open” and is found to be in calf, the buyer may return the animal for a refund of the full purchase price. (d) Ineligible for Registration – if an animal, including the offspring of a registered female or recipient, proves ineligible for registration with NADA, the seller shall make an adjustment of the purchase price satisfactory to the buyer or otherwise refund the full purchase price to the buyer upon return of the animal to the seller. (e) Incorrect Sex – if a calf born to a female after the time of the Sale is not of the sex represented, the buyer may receive an adjustment of purchase price reflecting the fair value of such calf or, at buyer’s option, the female and her calf may be returned for a refund of the full purchase price.
    
15. Costs. In all circumstances described in Section 14 above, the cost of any lost sale commission, if any, shall be for the account of seller and the cost of all transportation for the animal in question shall be for the account of buyer.
    
16. Miscellaneous. Seller and buyer acknowledge that NADA and the Committee are acting as the agent of seller in any sale transaction. Seller and buyer each agree to indemnify NADA, the Committee and all officers, directors, employees and members of NADA (each, an “Indemnified Party”) in connection with any matter arising from or related to the Sale or any animal, absent the gross negligence or willful misconduct of such Indemnified Party. These terms and conditions and any sale occurring thereunder, the rights and obligations arising therefrom and any disputes with respect thereto shall be governed by the law of the state in which the sale occurred.