General:

1. These terms are valid for all agreements made through this sale.

2. The organization of the sale is done by Holstein Plaza, part of and a trade name of AMS Genetics International LLC which will be referred to as the “Auction Company”. Auction Company includes its agents, employees, officers, members and directors.

3. The party, which offers animals in this sale will be named after this as the “seller” and the party who buys through this sale and gets the sale item assigned, will be hereinafter identified as the “buyer”.

4. The Auction Company is only acting as and will only act as an intermediary of an agreement between seller and buyer.

5. Days means business days and excludes weekends, but does not exclude holidays.

How does the sale work:

1. This is a traditional English auction, which starts low and allows bidders to place progressively higher bids. 

2. Each lot closes at staggering times at the times designated for the auction on the website or circular applicable to this auction and the highest bidder then wins the lot.

3. All lots sell with reasonable starting bid.

4. When you place a bid, you agree to pay for the item if you’re the winning bidder.

5. There are two ways of bidding - either directly through the internet (www.holsteinplaza.com) or by contacting one of the sale staff members listed. 

6. All bids are made in U.S. dollars. 

7. When you place a bid, you enter the maximum amount you’re willing to pay for the lot. The other bidders and the seller will not be able to see your maximum bid. Through this Proxy bidding system, the Holstein Plaza auction system will increase your bid to the next lowest price when another user bids on the same item. The proxy bidding process continues until your maximum bid amount is reached or the auction ends. Every bidder is bound to his bid.

8. The sale is using the popcorn bid system/5-minute rule. Until that moment bids will be accepted.

9. On disputes, which may arise during the sale, the Auction Company decides such disputes. The sale shall be governed by the rules of Maryland Law, excluding its choice of law provisions. Buyer and Seller consent to personal jurisdiction and exclusive jurisdiction in the courts of the State of Maryland located in Washington County, Maryland.

10. The Auction Company will coordinate the paperwork and transfers.

Payment:

1. Full payment for purchase is due to the Auction Company within 10 business days of the sale, no exceptions. The ownership stays with the seller until the complete payment of the invoiced amount has been received.

2. Sale invoices will be sent via e-mail or fax following the conclusion of the sale.

3. All live animals must be picked up or arrangements made with 20 days from the date of sale; this is the responsibility of the buyer. No cattle will be released to buyer until payment has been made. After 20 days, seller is entitled to $5.00 per day board and a monthly interest fee of 1%.

4. Upon purchase the buyer takes over all risks after 10 days from the sale. The calf must be paid for on or within 10 days after the buyer received the invoice. Regardless of whether buyer makes timely payment, buyer is responsible for all risks after 10 days from the sale and should buy appropriate insurance. 

5. The payment should be made as mentioned on the invoice.

6. Claims need to be made in writing to the seller within eight days after delivery to the buyer with a copy to the Auction Company.

Excluding Liability:

1. The Auction Company cannot be held responsible for errors on the internet site, sale catalog or in the advertisements.

2. The Auction Company cannot be held responsible for visual or non-visual representations regardless the size or nature of such defect of the animals sold.

3. The Auction Company does not take and will not have any responsibility for damage to persons or property, which may arise or have arisen because of or connected to the sale.

4. The cow indexes mentioned therein have been calculated or converted by the herdbook in the country the donor cow is housed in accordance with the current methods. All official pedigrees of sale animals can be requested.

5. The Auction Company for the sale can never be held responsible for the bull and embryo contracts supplied with the sale items. The responsibility of the contract is entirely that of the organization supplying the contract, usually the seller.

6. The Auction Company can never be held responsible in case the embryos cannot be exported no matter what reason.

7. Any special terms must be communicated to the Auction Company in a seasonable manner to enable bidders to be notified, so that bidder notifications can occur prior the start of the auction. 

Terms for First Choices:

1. First choice is the selection of resulting offspring from listed pregnancies mentioned on the catalog page. Terms are as follows: 25% down within 10 days of sale; balance on possession when youngest choice reaches four months of age. Seller will provide 9K genomic testing of all resulting calves prior to selection, at buyer’s request. All sales are final including purchase of first choice females; successful bidder/buyer is responsible for first and second payment.

2. Seller to pay all necessary registry and other applicable fees to obtain registry certificate

3. Seller entitled to $5.00 per day board after 4 months, based on age of youngest calf born in the group from which the selection is made.

4. Should a female chosen from the respective flush fail to meet breeding guarantees, or should for any reason a female not result from a respective flush, the following steps will be taken to fulfill the purchase agreement:

        • Seller will offer choice of remaining ETs from the respective flush

        • If, and only if, the above cannot be resolved, a full refund will be made on all payments. Disappointing genomic test results will not be         accepted as a reason to cancel the purchase.

5. If a full refund is to be made pursuant to paragraph 4, Auction Company will refund, and only be responsible to refund, any commission received; any claim for the remainder of the purchase price paid by the buyer is solely a direct claim against the seller only. If Auction Company is still holding proceeds from the buyer, and there is any dispute in returning the funds to seller, Auction Company may interplead such funds and deduct any attorney’s fees and expenses for the cost of such interpleader action.

Terms for IVF Sessions:

1. Buyer is purchasing rights to control the next IVF session(s). 

2. Buyer is guaranteed up to 3 IVF sessions until a minimum of 8 #1 or #2 IVF embryos are produced. Buyer keeps all resulting embryos from these controlled IVF sessions. Embryos would have to be from a freezable quality.

3. Aspiration must be performed by IVF center seller uses. 

4. Refund prorated per embryo if minimum of 8 embryos is not produced in 3 sessions. 

5. Buyer is responsible for all costs of the aspiration and mating sire decisions. The costs will be invoiced separately after the procedure(s) have been performed, the invoice has to be paid within 15 days.

WARRANTIES:

1. Each seller warrants clear title to the animal or lot, and the right to sell same.

2. To the best of the seller’s knowledge, each animal is sound and healthy in every respect. Every precaution will be taken to represent the physical condition of each lot exactly as it is known. Heifers that have never calved are in no way guaranteed as to the condition of their udders following calving.

3. Breeding Warranty: The seller guarantees all animals to be breeders, but not beyond the purchase price, with the following understanding:

4. Females--Any female when sold that has freshened within 90 days prior to the date of the sale is, by that fact, considered a breeder. Should any other female when fresh over 90 days fail to become pregnant within four months of sale date, or if less than eighteen months old when sold, fails to become pregnant by the time she reaches the age of 21 months, after having been bred to a bull known to be a breeder and after having been examined or treated by a licensed veterinarian, the matter shall be reported in writing to the seller within three months of the stated limit. The seller shall then have the privilege of four months’ time in which to prove the animal a breeder by service to a registered Holstein bull before refunding the purchase price or making other settlement satisfactory to the buyer.

5. Females bred when sold and pronounced in calf are presumed to be pregnant but pregnancy is not guaranteed. The seller makes no warranty that pregnant cows or heifers will deliver calves or that they will carry calves full term. If, after the sale embryos or oocytes are recovered from a female or an attempt is made to superovulate her, this negates the breeding warranty unless there is a separate written agreement between buyer and seller.