NATIONAL LIVESTOCK EXCHANGE, LLC TERMS OF USE 1/17/2018 By consigning animals ("Livestock") or registering to bid at a National Livestock Exchange Auction, you agree to the following terms and conditions. Buyers are entering into a binding contract between themselves and the seller(s) and that they will be held financially responsible for their actions. National Livestock Exchange, LLC (National Livestock Exchange) is an agent between buyer and seller and may not be held responsible for any livestock or merchandise. It is to be clearly understood that National Livestock Exchange and representatives act only as a means between buyer and seller, and may not be held liable, financially or otherwise, for any failure on the part of the same to fulfill any obligations set forth in this sale or for the truth of any warranties expressed or implied. Buyers must pre-register prior to the Auction and Consignors must execute a National Livestock Exchange Consignment Agreement National Livestock Exchange acts as the agent of the Consignor in conducting the Auction. All representation and information concerning the Livestock are representations of the Consignor, not National Livestock Exchange. The information provided to National Livestock Exchange by the Consignor in any Auction is believed to be true and accurate. However, National Livestock Exchange is not responsible for the accuracy of any information provided by Consignor. National Livestock Exchange, will in no way guarantee age, pedigree, or reproductive status of the animals selling. All agreements and adjustments made are between buyer and seller. National Livestock Exchange shall not be liable for lost profit or special, incidental or consequential damages out of or in connection with any sale transaction. Bidders, Buyers and Sellers hereby agree to indemnify and hold National Livestock Exchange, its members, parent subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of Bidder's, Buyer's or Seller's use of the this service, the violation of these terms of service, for any information transmitted by any of the aforementioned on the National Livestock Exchange auction site. The Livestock sells "AS IS" at the location identified by Consignor. Buyers acknowledge that all livestock were available for inspection prior to Auction. National Livestock Exchange and Consignor encourage Buyers to thoroughly inspect all Livestock prior to placing bid. Buyers must rely on their own inspection of the Livestock. Failure to inspect the Livestock prior to bidding will not constitute grounds for any claim, refund, or termination of contract for sale or refusal to close any auction. Buyers and Sellers agree not to use any device, computer code, date mining software, program, algorithm or any other automatic device that would hamper the proper functionality of the National Livestock Exchange online auction system. Buyers and Consignors recognize and acknowledge that utilization of National Livestock Exchange's online auction system requires computer hardware and software systems and requires internet connectivity ("Computer Systems"). Although National Livestock Exchange's online auctions system works with a majority of Computer Systems, National Livestock Exchange does not make any representation or warranty regarding the compatibility of any users Computer System mobile electronic devices with the National Livestock Exchange online auction system. Buyers and Consignors recognize and acknowledge that failures of Computer Systems, mobile devices or internet connectivity can and do occur and that National Livestock Exchange is not liable for any claims arising from such failure. Furthermore, due to the nature of online auction services, National Livestock Exchange cannot guarantee or confirm the authentic identity of Bidders, Buyer or Sellers and shall have no liability for any false or misleading information transmitted by the aforementioned on the National Livestock Exchange auction site. National Livestock Exchange may refuse services to anyone at anytime at its sole discretion. If a Bidder provides false information, such as a false name or fraudulent contact information, he/she or it will be suspended or permanently banned from National Livestock Exchange auctions. A Bidder will be permanently banned from National Livestock Exchange auctions if he/she or it is the Buyer of any lot(s) sold and does not honor his/her or its auction bid(s). National Livestock Exchange, LLC has the sole and final discretion to determine winning bidders and, in the event of a dispute between parties, the decision of National Livestock Exchange is final. National Livestock Exchange reserves the right to reopen bidding to settle matters related to disputed bids or ties. National Livestock Exchange reserves the right to postpone or cancel a sale for any reason. PRIVACY POLICY: To bid, buy or sell on the National Livestock Exchange auction site, personal information must be submitted at the time of registration. By registering on the site, users consent to the collection of this information. National Livestock Exchange will never give or sell this information to an outside individual, group or company. All personal information provided will be used only by National Livestock Exchange, and the Seller(s) from whom the Bidder/Buyer makes purchases from. The Bidder's information will be used to maintain records for National Livestock Exchange, as well as to communicate and provide services to the Bidder. The National Livestock Exchange website may contain links to outside websites; National Livestock Exchange has no control over or responsibility for the content and/or privacy practices of these sites BID RETRACTIONS: . There are no bid retractions. ALL BIDS ARE NON-CANCELLABLE ONCE SUBMITTED. Once a bid is made and confirmed, it cannot be retracted. Placing a bid is a binding contract between you and the Owner/Seller, and the bid cannot be retracted. Once a Bidder places a bid, and the bid is the high/winning bid, the Bidder will be obligated to buy the lot at the said price indicated. When a bid is made you manifest your intent and ability to buy the lot at the bid price. A false or fraudulent bid may result in legal action. Placing a bid on this online auction site, and winning, then not paying for the lot is illegal in most states, and prosecution can result. Any winning Bidder who refuses to purchase the lot may be banned from all future online auctions. The Owner/Seller of property sold through this online auction site reserves the right to reject any and all bids. As a Bidder, you are responsible for any bids placed by you or a designated representative under your bidding number and password. The security of your Bidder information is your sole responsibility and the Bidder will be responsible for any and all bids placed under the assigned number. If, at any time, you feel that your Bidder number and password have been compromised, due to lack of security on your part, you must notify National Livestock Exchange immediately. Despite efforts to avoid the withdrawal of lots from the online auction sale after they are listed, it may sometimes be necessary to so withdraw lots; therefore, the Owner/Seller reserves the right to do so at any time before or during the online auction sale. AUCTION CLOSE: All auctions hosted by National Livestock Exchange are conducted with various styles of auction closes. Auctions can be staggered closed or horserace-style closing format. Stagger close - countdown close that closes each lot individually with time in-between the lots. Horserace-style closing extends the auction if there is any bidding activity in the last 5 minutes on any lot. Extended bidding will continue until there has been no bidding activity for the duration of the set extended bidding time increment. At that time, the auction will close and the lots will be declared sold to the highest bidder. Both National Livestock Exchange and Seller reserve the right to extend or end bidding at any time. National Livestock Exchange reserves the right to pick how auctions close and all auction announcements supersede any previous announcements or these terms of service. All bidding and payments are in US Dollars ONLY. International buyers MUST use a credit card or send a wire transfer. No other forms of payments will be accepted by international buyers. Accepted payment forms from buyers within the Continental US are: ACH, wire transfer, credit card (with fee), cashiers check, or money order all immediately negotiable. 3% Credit Card convenience charge will be placed on all credit card purchases (Visa, Master Card & Discover). Credit card payment can be made by calling our office 1-800-636-8610. FULL PAYMENT MUST BE RECEIVED IN 7 BUSINESS DAYS FROM THE CLOSE OF BIDDING. Fees are subject to a 24% finance charge after the fourth day. A fee of $50 will be assessed on all late payments and the bidder denied access to future auctions. If paying with a credit card call our office at 1-800-636-8610. All funds are to be made payable to National Livestock Exchange, LLC, 3925 South Choctaw Road, Meridian, OK 73058. INVOICING: An invoice with payment instructions will be sent to each buyers registered e-mail address at the close of bidding. If you do not receive an invoice via your e-mail in 24 hours after the close of the auction please contact our office immediately. Failure to complete the payment terms as stated above will result in forfeiture of purchases and negative feedback reported to the credit bureau. Be sure you are capable of paying immediately and realize your bids are not conditional upon financing. National Livestock Exchange reserves the right to charge the entire purchase price and late fees to the credit card on file if payment is not made in 4 days after the close of bidding. Unless the sale of an item is indicated otherwise, each lot will sell subject to a reserve price established by the seller. When an article is sold with reserve, the National Livestock Exchange may bid on the sellers behalf in an amount not to exceed the reserve price. National Livestock Exchange holds all fund for Seller in a custodial account for shippers proceeds. This account is audited by the USDA on a regular basis. National Livestock Exchange cannot guarantee payment in a certain period of time because of the nature of an online sale. National Livestock Exchange will serve as an escrow agent and protect both buyer and seller from fraud and default payment. Payments for livestock minus commission and fees will be dispersed from National Livestock Exchange's custodial account for shippers proceeds to seller once buyers payment has cleared and delivery of livestock has been discussed and agreed upon. If outstanding issues remain, National Livestock Exchange will hold payment until all parties consent and all obligations have been met by buyer and seller. At that time, payments for livestock minus commission and fees will be dispersed from National Livestock Exchange's custodial account for shippers proceeds. All guarantees are between buyer and seller. DELIVERY OF ANIMALS/ EMBRYOS/SEMEN AND FEES: Each buyer is responsible to coordinate delivery and buyer is to cover all cost of delivery. Arrangements need to be made prior to or immediately after purchase. No animals will be delivered until payment has been made. All animals must be picked up within 10 days after the auction unless agreed upon by both Buyer and Seller. Sellers may charge up to $5.00 per day for animals not removed from the farm within 10 days after the auction. Delivery fees may be charged by the seller if necessary. Purchases may be picked up at the farms any time after the conclusion of the auction and full payment is received. Consignor agrees to cooperate with Buyer in a commercially reasonable manner to accomplish the loading of the Livestock for delivery to Buyer. Call the seller to schedule an appointment. HEALTH PAPERS: Health papers may be furnished by the Seller, at the request of the Buyer. Any fees related to the furnishing of health papers are the sole responsibility of the Buyer. Special testing or export health testing will be at the buyers expense. Please call your state vet office for permits, requirements etc. REGISTRATION PAPERS: Registration papers shall be delivered from the Seller to the Buyer within 45 days of cleared payment. The Seller is responsible for the transfer of registration papers. National Livestock Exchange assumes no responsibility for the completion of this transfer. GUARANTEE: We are not responsible for injury or accidents. All animals become property of the buyer at the conclusion of the auction. Sellers cannot be held responsible for the health or condition of animals after the conclusion of the auction. SEMEN GUARANTEE: All semen is guaranteed to be of acceptable quality but no guarantee is made as to conception rate. However, in all cases, the buyer will be responsible for all shipping arrangements, shipping tanks, and expenses. Buyer is responsible to contact the Seller to arrange shipment. SHIPMENT OF SEMEN: Shipment of semen is at the buyers expense and risk in cooperation with the seller. National Livestock Exchange claims no liability or guarantees on any genetics, products, or services purchased or sold through this site. Buyer will pay shipping costs to and from destinations to the shipper company. The buyer will pay for purchases with an ACH, wire transfer, credit card (with fee), cashiers check, or money order. Semen will be held until the funds clear the bank. The transfer of registration certificates or artificial insemination certificates is the responsibility of the seller. It is the sellers responsibility to ship sold semen by a reasonably qualified shipping source. National Livestock Exchange will provide the seller with a complete shipping address, instructions, and insurance information if needed from a buyer. The buyer will be responsible for providing a shipping tank and is responsible for the accuracy and quality of the tank. Buyer assumes all responsibility during the shipping process and is encouraged to buy insurance for the tank and genetics. BUYER MUST MAKE ARRANGEMENTS FOR PICK UP/DELIVERY OF SEMEN WITHIN 90 DAYS OF PURCHASE DATE OR THE SEMEN WILL BE FORFEITED. THE RIGHT TO FLUSH: All lots described as a "The Right to Flush" will carry the following guarantee. In all cases, a minimum of six (6) grade one, transferable embryos is guaranteed to the buyer. If the cow produces more than six transferable embryos, ALL embryos will be the property of the buyer unless otherwise stated in the individual lot terms and notes. In the event of any cow failing to produce the minimum number of embryos (6), the buyer will have the option of flushing the cow again until the minimum, and only the minimum (6), number of embryos is fulfilled, or the buyer may elect to have their money returned to them based upon a prorated price per embryo as determined by the auction price of the flush. In all cases, the buyer will assume all the expenses associated with the embryo flush, unless otherwise stated. The location of and the technician used for the flushing procedure will be the choice of the seller and in most cases will be indicated at the auction. Unless stated otherwise, the buyer will have the right to flush the female as soon as she is available. The entire payment 100% is due in full at the completion of the auction. In order to assure both the consignor and buyer that each will receive what is due them, the following enclosures are outlined as a standard flush agreement. a) National Livestock Exchange recommends the buyer and seller to establish a written agreement to be signed by both consignor and buyer after the sale that clearly defines and guarantees the terms of a flush purchase. b) Flush consignor must identify the time period within which the buyer may schedule the donor for a flush. (I.e. Donor is available between January 1 and February 15, 2017). Should the flush not be achieved within the time period specified, consignor must be able to refund the purchase price paid. c) Because the buyer is RESERVING the female for his use during the specified time period, entire 100% payment is due upon purchase. Consignor will retain control of the embryos until full payment is made. National Livestock Exchange will assist consignor in completing or negotiating the final transaction to satisfy both parties. All transactions are between buyer and seller. Flush schedule, flush minimums, terms, and technicians may be specified in the catalog listing. Please contact each individual consignor on specific terms as each flush might have different terms. PREGNANT RECIPIENTS: In the case of already realized pregnancies (i.e. embryos that have been implanted and confirmed pregnant) the buyer will pay 100% of the purchase price auction day. Each of these recipient females has been examined for pregnancy by a qualified technician and is fully guaranteed to be carrying the mating described in each lot. These cattle will sell without further guarantee. In the case of unrealized pregnancies, the seller will provide the buyer with a pregnant recipient female that is fully guaranteed to be carrying the mating described in its respective lot on or about the time agreed upon by the buyer and the seller. Buyer must take delivery of and make full settlement for their pregnancy purchase within 30 days of confirmation of the pregnancy and notification by the seller. All sexed pregnancies are fully guaranteed to be carrying the calf sex as determined in this auction or as selected by the buyer. No guarantee, expressed or implied, is made as to a live calf, calf quality, or recipient value. In all cases transportation will be the responsibility of the buyer in cooperation with the seller. EMBRYO PACKAGES: All embryos are Grade One or Grade Two and are fully guaranteed to consist of their respective mating described herein. Due to the nature of this event and the wide range and geographical locations of buyers and sellers involved, no guarantee can be made as to conception rate realized when using these embryos. In all cases, the buyer will be responsible for all shipping arrangements, shipping tanks, and expense. Storage fees might apply if embryos are not picked up or shipped within 90 days of the auction. Consult terms and details under each lot for more details or specific conditions.