BUFFALO SALE AND PURCHASE AGREEMENT
This Agreement is entered into this 9th day of November, 1998, by and
between R&R Ranching, Inc., whose address is 000 Xxxxx Xxxxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxx 00000, ("Buyer") and Diving Buffalo Ranch, Inc., whose
address is X.X. Xxx 000, Xxxxxxxxx, Xxxxxxx 00000, ("Seller").
RECITALS
A. Seller wishes to sell and Buyer wishes to purchase certain buffalo the
Seller owns or has under contract to purchase. Seller and Buyer desire
to enter into this agreement in order to set forth in writing the terms
and conditions of the sale.
NOW THEREFORE, in consideration of the mutual promises contained hereto,
the parties agree as follows:
AGREEMENT
1. Buffalo Purchased/Purchase Price. Seller agrees to sell and Buyer
agrees to purchase a maximum of Twenty (20) buffalo. Buyer agrees
to pay to Seller the sum of Eighty-Four Thousand Dollars ($84,000)
for said 20 head of buffalo delivered under the terms of this
agreement, more specifically as follows:
Description Quantity Price per head Total
Mature cows 20 $4200.00 $84,000
Delivery 20 Cost of expenses
TOTAL 20 $84,000.00 US
A. Buyer shall wire to Seller's account within 2 days of the
execution of this contract Ten Thousand Dollars ($10,000.00 US) as
partial payment, with the balance of Seventy-Four Thousand Dollars
($74,000.00 US) to be wired upon loading.
2. Delivery Date. All buffalo purchased hereunder shall be delivered
to Buyer and shall be removed from Seller's possession on or
before January 15, 1999, no later than thirty (30) days following
notification to Buyer that the buffalo have passed all necessary
disease tests described in paragraph 4 herein. Seller shall be
reimbursed by Buyer $1.00 per head per day for boarding expense.
3. Buffalo to Conform to those Exhibited. Seller covenants that the
buffalo shall conform to those that were exhibited and/or
represented to Buyer prior to the execution of the agreement.
4. Disease Testing. Seller shall cause all buffalo purchased
hereunder to pass any necessary testing for disease. Buffalo to
be transported to Canada shall be four way tested for brucellosis
tuberculosis, anaplasmosis, and blue tongue. Buffalo to be
transported within the US shall be two way tested brucellosis and
tuberculosis. Seller shall bear all the cost of initial testing.
If subsequent testing is required, Seller shall each pay all of
the cost.
5. Inspection. Buyer shall have the right to examine the buffalo at
Seller's location, and has the right to reject any buffalo that
fail to conform as referred to in Paragraph 3 herein or that fail
to pass any inspection tests specified above. Buyer shall choose
the carrier or shipper of his choice and shall make all
arrangements and pay all expenses of shipping, in transit
insurance, and conforming to applicable regulations. Seller will
use his expertise in this area to assist Buyer if Buyer so
desires.
6. Transfer of Title and Risk of Loss. Title to the buffalo shall
remain in Seller's name until paid for by Buyer at which time the
right of ownership and risk of loss passes from Seller to Buyer.
Title to any animal that fails to pass inspection tests specified
above shall remain in Seller's name. Until the buffalo are so
loaded on buyers trucks, Seller will indemnify Buyer from and
against any and all actions or claims arising out of the terms of
this agreement or the handling of the buffalo pursuant to this
agreement and from and against any and all damages or injuries
arising from such matters, except that buyer bears the risk of
injury to himself and those employed by him while at Seller's
location. The risk of loss from any casualty to the buffalo
regardless of the cause of such casualty to the buffalo regardless
of the cause of such casualties shall be on the Buyer. If a
pregnant buffalo delivers in transit she shall be considered
pregnant for contract purposes whether the fetus is delivered
alive or dead. After delivery to Buyer, Buyer will indemnify
Seller from any and all claims, damages and injuries arising from
the delivered buffalo.
7. Seller's Warranties. Seller warrants that the buffalo shall be
free from any and all liens, security agreements, encumbrances,
claims, demands and charges of any kind whatsoever and further
expressly warrants that it will defend title to the buffalo and
indemnify Buyer from any and all loss or damage on account of such
liens, encumbrances, security agreements, claims, demands or
charges, or any other defects in title. Seller further warrants
that the buffalo shall be in good and merchantable condition on
the date of delivery. Seller will provide to buyer an executed
Xxxx of Sale for the buffalo at the time of loading as identified
above.
8. Modification. 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.
9. Governing Law. It is agreed that this agreement shall be governed
by, construed and enforced in accordance with the laws of the
State of Montana.
10. Attorney's Fees. In the event that either party is forced to
obtain the services of an attorney to enforce any provision of
this agreement, the prevailing party shall be entitled to his
attorney's fees and any reasonable costs and expenses associated
therewith.
11. Binding Effect. This agreement shall bind and inure to the
benefit of the respective heirs, personal representatives,
successors and assigns of the parties.
12. Force Majeure. In the event Seller is unable to deliver buffalo
under this contract due to circumstances beyond his control
including, but not limited to strikes, walkouts, acts of God,
changes in governmental regulations and/or trade agreements,
failure of seller to obtain sufficient quantities of buffalo from
his sources to satisfy this contract, disease quarantines, Seller
shall return Buyers deposit in full and both parties are released
from any further obligations under this contract.
13. Duplicate Originals. This agreement shall be executed in
duplicate, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.
Signatures shall be valid if finished by facsimile copy.
IN WITNESS WHEREOF, each party has caused this Agreement to be executed
on the day and year first above written.
"BUYER" "SELLER"
R&R Ranching, Inc. Diving Buffalo Ranch, Inc.
/s/ Xxxxxxx X. Xxxxxxxx, President /s/ K. Xxxxxx Xxxxxxx, Pres.
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Xxxxxxx X. Xxxxxxxx, President K. Xxxxxx Xxxxxxx, President
