VIEWS: 41 PAGES: 5 CATEGORY: Business and Corporate Agreements POSTED ON: 4/27/2011
The Uniform Commercial Code (UCC) has been adopted in whole or in part by the legislatures of all 50 states. Article 2 of the UCC deal with the sale of goods. Animals, such as cattle, are considered to be animals covered by the UCC.
Contract or Agreement to Sell Cattle Agreement (or Contract) made on the (date), between (Name of Buyer), a corporation organized and existing under the laws of the state of ______________, with its principal office located at (street address, city, 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, state, zip code), referred to herein as Seller. For and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the parties agree as follows: I. Cattle to be Purchased Seller hereby agrees to sell deliver to Buyer, and Buyer hereby agrees to purchase and accept the following-described cattle: A. Number of head purchased: (number). B. Brand: (describe brand). C. Breeding: (describe breeding). D. Condition: (describe condition), subject to the provisions of Section V below. E. Stock: (describe stock). F. Shrinkage: (describe shrinkage). G. Price: (dollar amount). H. Per: (describe amount). II. Purchase Price The price and time of payment for the Cattle (the Contract Price) is as follows: A. $_____________ shall be due on (date); and B. The balance of the purchase price (after all deductions pursuant to this Contract) shall be paid by Buyer to Seller when the cattle are loaded on cattle cars for delivery. III. Delivery of Cattle A. Delivery of the cattle subject to this Agreement is to be F.O.B. cattle cars or other carrier at the stockyards located at (street address, city, state, zip code), subject to Buyer's ability to bill and ship through to Buyer's destination at (street address, city, state, zip code), on or before (date), subject to the provisions of Section IV of this Agreement. B. All charges before loading the cattle on cattle cars or other carrier are to be paid by Seller. C. Title to the cattle shall be transferred pursuant to a bill of sale in the form attached hereto as Exhibit A. IV. Alternate Delivery A. If shipment in the manner specified in Section III of this Agreement becomes impossible or commercially impractical, Seller shall ship the cattle to Buyer at the location specified in Section III above, by (specify manner of substituted delivery). B. Any and all additional expenses incurred by reason of such substituted delivery shall be paid by Seller. V. Cattle to Conform to those Exhibited Seller covenants that the cattle when delivered shall conform to the cattle that were exhibited to Buyer on (date), at (location), by (name of sales representative), the sales representative of Seller. VI. Disease Inspection 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 before loading at the above time and place. 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. VII. Inspection by Buyer A. Buyer shall have the right to examine the cattle on their arrival as specified above. Within (number) business days after such arrival, Buyer must give notice to Seller confirmed by telefax within (number) business days after such arrival, of any claim for damages on account of the condition, quality, or grade of the cattle, and must specify the basis of its claim in detail. B. Buyer's failure to comply with these provisions shall constitute irrevocable acceptance of the cattle and bind it to pay the contract price for the cattle. VIII. 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 VI of this Agreement. IX. Inspection by Third Party in Event of Disputes In the event of any claim or dispute arising under this Agreement, (name of third party) shall make an inspection of the cattle and shall furnish each party to this Agreement with a copy of his findings of fact. Such findings shall be binding on Seller and Buyer in regard to any adjustment under this Agreement or in the event of any litigation arising under and pursuant to this Agreement. X. Seller’s Warranties A. Seller warrants that the cattle shall be free from any and all liens and encumbrances, and further warrants that it 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
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