ONLINE AUCTION TERMS AND CONDITIONS

1. Company hosts online cattle auctions which are hosted on Company’s website located at  www.premiereauctionsok.com (the “Website”). In order to participate, as either a bidder or seller (each respectively referred to herein as “Buyer” or “Seller”), in any auction hosted by Premiere Auctions, LLC d/b/a Premiere Livestock Video Auctions, LLC (“Company”), You must first register with Company. You agree You will not register with Company to participate in any auction unless you are at least the age of 18 and are able to enter into a legally binding contract. You agree to only register in your individual name and that all information You provide to Company will be true and accurate. You further agree that by participating in the auction, the You expressly agree to comply with these Terms and Conditions and Company’s Privacy Policy and to be bound by them. If any bidder is a company or legal entity, then the person bidding on behalf of such an entity agrees that they have authority place such a bid and further agree that they are personally liable for any successful bid if the company or entity does not honor the bid.
2. Company may serve as the auctioneer or may engage third parties to serve as the auctioneer of any auction hosted by Company. Company reserves the right to reject any and all bids in its sole discretion for any reason. You agree that if a dispute arises between two or more bidders on any auction then Company may immediately cancel all bids and may put the up for auction again and sell to the highest bidder. Company’s decision shall be final and absolute and you agree that you will not assert any claims, lawsuits or actions against Company for its decision related to any auction.
3. Company may, in its sole discretion and without notice, refuse to accept registration of any user of the Website for any reason or no reason. Further, Company may terminate or refuse to permit any user’s continued use of the Website, without notice, for any reason or no reason.
4. All bids made by any Buyer constitute an offer by Buyer for the purchase of cattle being auctioned and if accepted as the highest bid then forms a binding contract between Buyer and Seller to purchase the cattle being auctioned.
5. Buyers who are the highest bidder for any auction agree to pay the full amount bid during an auction. Final payment is due within three (3) business days after the conclusion of the auction. All payments must be sent by Wire Transfer or ACH. Buyer is solely responsible for any fees related to sending payment.
6. Sellers agree that they will fully disclose any and all liens or other encumbrances that encumber cattle that are to be put up for auction prior to the cattle actually being auctioned to potential buyers. Buyers agree that Company is permitted to rely on the disclosures made by Sellers related to potential liens or other encumbrances on cattle to be auctioned. Further, Buyers agree that they will perform their own due diligence prior to bidding and/or purchasing any cattle through an auction hosted by Company.
7. To the extent cattle are sold by the pound, such cattle will be sold on a sliding scale using one of the following slides:

Conventional Slide: If the average weight is over the base weight the price/cwt will be adjusted by the amount stated in the lot information for every pound over that weight on the total net pounds. Dual Slide: Cattle sold on a Dual Slide will have a 20-pound weight stop over the base weight and a 20-pound price/slide stop under the base weight. Over: If the average weight is within 1 to 20 pounds over the base weight the price/cwt will be decreased by the amount stated in the lot information for every pound over the base weight (up to 20 pounds) on the total net pounds. Under: If the average weight is within 1 to 20 pounds under the base weight the price/cwt will be increased by the amount stated in the lot information for every pound under the base weight (up to 20 pounds).

Cattle sold by the head will not be sold on a sliding scale.

8. Disclaimer of Warranties. Company does not guarantee the continuous operation of or access to Company’s Website. Bid update and other notification functionality from auctioneers and/or Company may not occur in real time. Such functionality is subject to delays beyond Company’s control and can place internet bidders at a disadvantage to live buyers.
   
   YOU UNDERSTAND YOUR USE OF THE WEBSITE AND ANY PURCHASE OF CATTLE IS AT YOUR OWN RISK AND THAT COMPANY PROVIDES THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS. COMPANY DOES NOT GUARANTEE THE ACCURACY OR TIMELINESS OF INFORMATION AVAILABLE FROM THE WEBSITE.
   
   COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OR SAFETY OF THE CATTLE, OR THE TRUTH OR ACCURACY OF ANY OFFERINGS. COMPANY FURTHER MAKES NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ON ANY CATTLE SOLD.
   
   YOU ACKNOWLEDGE THAT THE WEBSITE WILL NOT BE FAULT-FREE AND THERE MAY BE OF DOWNTIME OF THE WEBSITE. WE DO NOT GUARANTEE THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE OR THAT AN UNACCEPTED OR LOSING WEBSITE BID WON’T OCCUR.
9. The winning bidder of any auction is responsible for all arrangements and regulatory requirements with respect to the transportation purchased cattle. Buyer shall be responsible coordinating adequate transportation to legally transport the purchased cattle to their destination. No freight adjustment will be given if the average weight at delivery is under the base weight and the head count delivered is within 95% of the contracted head count.
10. Company does not guarantee heifers to be open. Any heifers represented by a Seller to be open will be pregnancy checked by a licensed veterinarian within 21 days of delivery and will be accompanied by a veterinarian’s certificate.
11. Company does not warrant any Seller’s harvest date on source or verified age of cattle and cannot guarantee verification on any program requiring signed affidavits or 3rd party verification. It is the Buyer’s sole responsibility to verify all claims of any Seller to fit specific programs prior to bidding and/or purchase. 
12. Buyer is solely responsible for ensuring all health entry requirements for the state of entry. Seller shall provide any necessary health certificates for the state of origin and Federal Law. Buyer shall be solely responsible at their expense for any additional health certificates, documentation or tests if required for shipment to the Buyer’s destination.
13. Company makes reasonable efforts to ensure the correctness of the auction offerings but any announcements from the auction block shall take precedence over printed material and any information that is published by Company.
14. If any part, term or provision of Online Auctions Terms and Conditions are held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected by such determination, and the rights and obligations of the parties shall be construed and enforced as if the Online Auctions Terms and Conditions did not contain the particular part, term or provisions held to be illegal or invalid.
15. Buyer and Seller agree that Company has the right to sign the Purchase Contract behalf of all Buyers and Sellers.

15. Limitation of Liability: to the fullest extent permitted by applicable law, Company is not liable, and you agree to not hold Company responsible for any damages, losses, claims, causes of action or any other liability arising, directly or indirectly, from:
    1. a. Your use of or inability to use the Website including any and all services offered therein, content, and materials related thereto regardless of whether they are offered by Company or any third party; 
    1. b. delays or disruptions of our Website; or
    2. c. glitches, bugs, errors, or inaccuracies of any kind in the Website.
16. Governing Law and Jurisdiction: These Terms and Conditions, and any dispute or claim arising therefrom or related to all matters relating to these Terms and Conditions or any auction hosted by Company or use of the Website (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Oklahoma without giving effect to any choice or conflict of law provision or rule (whether of the State of Oklahoma or any other jurisdiction).
    
    Any legal suit, action, or proceeding arising out of, or related to, these Terms and Conditions or any auction hosted by Company or use of the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Oklahoma, in each case located in the City of Oklahoma City and County of Oklahoma, although we retain the right to bring any suit, action, or proceeding against You for breach of these Terms and Conditions, any auction hosted by Company, or use of the Website in Your state of residence. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.
    
17. PARTIAL INVALIDITY: If any part, term or provision of these Consignment Terms and Conditions or Online Auctions Terms and Conditions are held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected by such determination, and the rights and obligations of the parties shall be construed and enforced as if the Consignment Terms and Conditions or Online Auctions Terms and Conditions did not contain the particular part, term or provisions held to be illegal or invalid.

18. No Amendment. These Online Auction Terms and Conditions shall not be varied or amended except by a document in writing, dated and signed on behalf of the Company and Buyer and/or Seller.

19. You are responsible for your registration credentials including, but not limited to your user profile, username and password. You agree to maintain your user credentials as confidential information and to not allow anyone use to use Your user credentials. Company highly recommends that not share your credentials and that you full log out of your account each time you are done accessing the Website. If You allow someone access to use your account, then You agree that You are personally liable for any bidding conducted through your account. 

Consignment Terms and Conditions

If You and Company agree to a consignment arrangement whereby You agree that Company has the authority to sell cattle on your behalf subject to agreed payment terms, then You agree to be bound by the Consignment Terms and Conditions (“Consignment Terms”) set forth below in addition to the terms above. For these Consignment Terms, You are referred to as the “Seller” and any potential buyer is referred to the “Buyer.”

SELLERS: Seller agrees that Seller and Company shall work together to determine an asking price and if a Buyer bids the asking price, then Company shall mark the cattle as sold. Seller further agrees that if a bid is placed below the asking price, then Company shall contact Seller with the bid to determine if Seller will accept the bid. If Seller agrees to accept a bid that is lower than the asking price then Company will confirm the bid from Buyer before finalizing the seller, and if the bid is confirmed by Buyer, then Buyer and Seller are bound by the agreed price and Company shall mark the cattle as sold.

BUYERS: By placing a bid on the Website, Buyer has made an offer to purchase cattle and agrees to be bound by the bid made by Buyer. If Buyer bids the asking price then Company shall hold the cattle on Buyer’s account. The purchase of the cattle shall not be deemed to be accepted until Company sends confirmation to Buyer. Once the bid is accepted then Company shall mark the cattle as sold. Unless Buyer bids the asking price then Buyer’s bid shall not be deemed accepted until Buyer has been contacted by Company and an agreement on price has been reached between Buyer and Seller. All bids made on the Website shall expire after 3 business days. A minimum bid requirement shall be required for any cattle that are considered to be breeding stock lots, and the minimum shall be set at 20% of the asking price rounded down to the next $25 bid increment.

NUMBER OF HEAD: The number of head of cattle shall be considered to be the actual number of cattle to be delivered to the Buyer after sorting out cattle that are not described in the contract and any un-merchantable cattle. At delivery, the Buyer, and Company (which shall include Company’s designees or agents) shall have the right to reject any cattle that are deemed to be crippled, stags, loco, blind or bad eyed, lump jawed or otherwise un-merchantable or any cattle that are not described in the agreement between Buyer and Seller, as determined by Company (which shall include Company’s designees or agents). Seller is solely responsible for delivery of the head count of cattle to the Buyer as stated in the contract.

DELIVERY: Cattle received by Company from Seller will be delivered to Buyer pursuant to the terms of the Company’s Delivery Schedule.

FAILURE TO DELIVER: Upon the Seller’s failure to deliver to the Buyer the number of head stated in the contract (regardless of the reason, except an Act of God), the Seller shall be liable for replacing any cattle not delivered with cattle of equal size and quality or pay the Buyer the difference between the price stipulated in the Purchase Contract and the prevailing market price on the number of head not delivered, which shall be based on the average weight of those delivered and/or make the necessary freight adjustment to the Buyer. The replacement of cattle, monetary adjustment and/or freight adjustment shall be at the Sellers expense and the Buyers option and approval,

LOAD LOTS: Unless otherwise stated, cattle will be sold in load lots with a maximum weight of 48,000 pounds per load. At delivery, if the average weight exceeds the base weight, the Buyer will not be required to accept the total number of head sold in the Purchase Contract if the total pay weight of the load exceeds 48,000 pounds.

BASE WEIGHT: The base weight is the estimated average weight of the cattle at delivery. If the average weight some of the cattle at delivery is excessive on either side of the base weight (over or under the base weight) and/or the cattle change class based upon industry standards, as determined by Company, one of the following may occur: 1) the cattle may be rejected by Buyer, at the reasonable discretion of Company; 2) Seller may be required to make an equitable adjustment to Buyer; or 3) the price may be re-negotiated.

SLIDE: To the extent the cattle are sold by the pound, the cattle will be sold on a sliding scale with a Conventional Slide or Dual Slide, as described in the following paragraphs:

Conventional Slide: If the average weight is over the base weight the price/cwt will be adjusted by the amount stated in the contract for every pound over that weight on the total net pounds. If the cattle are excessively heavy, an additional increase in the slide, a weight stop and/or a price negotiation may be necessary to make an equitable adjustment to the Buyer.

Dual Slide: Cattle sold on a Dual Slide will have a 20 pound weight stop over the base weight and a 20 pound price/slide stop under the base weight. Over: If the average weight is within 1 to 20 pounds over the base weight the price/cwt will be decreased by the amount stated in the contract for every pound over the base weight on the total net pounds. Under: If the average weight is within 1 to 20 pounds under the base weight the price/cwt will be increased by the amount stated in the contract for every pound under the base weight.

The Seller is responsible for making arrangements to weigh on certified scales that are compliant with GIPSA (Grain Inspection and Packers & Stockyards Administration) regulations. Under GIPS, scales must be tested twice during each calendar year (once between January 1 and June 30 of a calendar year, and once between July 1 and December 31 of a calendar year). This requirement does not apply to scales used on a limited seasonal basis; scales used on a limited seasonal basis may be used within 8 months following a scale test. No split weighing is permitted. 

Any weight provided for cattle to be sold by the head (e.g., cow/calf pairs) is only approximate and not to be relied upon by Buyer or Seller in purchasing cattle sold by the head. Cattle sold by the head will not be subject to a slide.

OVERNIGHT DRY STAND: Cattle sold with an “overnight dry stand” must be penned with no feed or water the evening prior to delivery and remain drylotted until after they are weighed.

PAYMENT TO SELLER: If cattle sold under a consignment agreement are encumbered by a lien, a security interest or chattel mortgage, it is the Sellers’ responsibility to provide proper notice to Company so payment can be issued jointly with the Seller and all secured parties. PAYMENT TO OTHERS: If cattle sold under a consignment agreement are not encumbered, the Seller may authorize Company to disburse proceeds of the sale to others. If the cattle are encumbered, then Company will not make payment to others without a written release from the secured party.

ACKNOWLEDGMENT: Seller acknowledges that the transactions contemplated herein are part of the Purchase Contract. Seller acknowledges that Company is in the business of entering into forward contracts as merchants in the cattle trade and with merchants in the livestock trade; and Seller acknowledges that the cattle described in the contract are commodities for purposes of the Commodity Exchange Act.

COMMISSION: In exchange for Company agreeing to consign Seller’s cattle, Seller agrees to pay Company a commission of 3.5% (three and one half percent) of the gross proceeds of the sale of bred stock and/or seed stock cattle and 2% (two percent) of the gross proceeds of the sale of feeder cattle (with a minimum of $8.00 per head) plus a $2.00 per head consignment fee on the number of head delivered to Buyer.

PART PAYMENT: Within four (4) business days after the conclusion of the auction, Company will advance the Seller $30.00 per head, as part payment, for the livestock described in the contract. In the event the Seller fails to deliver the cattle as described in the agreement between Buyer and Seller, or if the cattle are rejected because they are not as described in the agreement, or at the time of delivery there are any Federal or State regulations prohibiting interstate shipment of said livestock, Seller shall return Company all money advanced and the contract will become null and void. Seller acknowledges Company will receive Final Payment from the Buyer prior to the part payment. The remainder of the amount received by Company from Buyer and not paid to Seller will be held in Company’s Custodial Account for Shipper’s Proceeds until the livestock deliver. EXCEPTION: No part payment will be paid on heifers that the Seller represents to be “open”; nor on any cattle that are not in the continental United States at the time of sale; nor on any cattle that deliver within 10 days after the conclusion of the auction.

FINAL PAYMENT: After the cattle have been delivered to Buyer, Company will issue an Wire Transfer, ACH transfer, and/or check to the Seller for the balance of the purchase price less Company’s commission and any other adjustments or lawful charges. Upon the Seller’s receipt of final payment from Company, Seller grants Company the right to exercise all rights and remedies available to Seller and all interests of Seller in the cattle described in the agreement between Buyer and Seller, under all applicable laws and regulations, including, but not limited to, those rights available to Seller under the Purchase Contract for the sale of the cattle described therein.

EXPENSES OF SELLER: Seller shall be responsible for the expense of weighing the cattle and all fees subject to Federal and State regulations; such as health inspection, brand inspection, Beef Checkoff and any other statutory fee requirements.

NO SALE OR PASS OUT FEE: If Seller elects to decline the highest bid offered at the auction, he/she must do so before the next lot is offered. If Seller declines the highest bid he/she will be charged a no sale/pass out fee of $3.00 per head on the number of head offered, with a maximum of $1,500.00 per consignor, per auction. If the $3.00 per head is paid prior to the auction it will be held by Company until the conclusion of the auction and if the cattle sell the Seller’s check will be returned uncashed. If the cattle do not sell the Seller’s check will be cashed and applied to the no sale/pass out fee. If this fee is not paid prior to the auction and the Seller receives a part payment this fee will be deducted from the part payment. If Seller does not receive a part payment he/she will be billed and the fee will become due and payable. SCRATCH FEE: If for any reason Seller withdraws said livestock from the auction they will be allowed for re-consign them to one of the next two consecutive auctions. If Seller withdraws said livestock and does not re-consign them, there will be a scratch fee of $3.00 per head on the number offered with a maximum of $1,500.00 per consignor, per auction. This fee will be collected in the same manner as stated above.

AMENDMENTS TO CONTRACT: Seller hereby appoints Company, as Seller’s attorney-in-fact, to amend the provisions of the contract at any time prior to sale, or if necessary to accurately describe the cattle covered by the contract. PARTIAL INVALIDITY: If any part, term or provision of these Consignment Terms and Conditions or Online Auctions Terms and Conditions are held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected by such determination, and the rights and obligations of the parties shall be construed and enforced as if the Consignment Terms and Conditions or Online Auctions Terms and Conditions did not contain the particular part, term or provisions held to be illegal or invalid.

ARBITRATION OF DISPUTES: Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be submitted to binding arbitration upon the written demand of any party to this agreement, which demand shall be served on all parties at the addresses set forth herein. The parties shall promptly submit the dispute to the American Arbitration Association (the “AAA”) for resolution by a single neutral arbitrator acceptable to both parties, as selected under the rules of the AAA. The dispute shall then be administered according to the AAA’s Commercial Arbitration Rules, with the following modifications; (i) the arbitration shall be held in Oklahoma City, Oklahoma; (ii) the arbitrator shall have no power or authority to make any award that provides for consequential, punitive or exemplary damages. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction over the parties. Each party to the dispute shall initially bear its own fees and expenses arising out of the arbitration. However, the arbitrator may award reasonable attorney’s fees and arbitration fees to the prevailing party in the arbitration. If Company becomes the successor in interest of the rights of the Seller under the contract, then Company shall have the right, at its election, not to be bound to mandatory arbitration under this section, and may, at its election, pursue its claims in the state or federal courts located in Oklahoma City, Oklahoma which shall have jurisdiction and venue over the dispute and parties. The prevailing party in such litigation shall be entitled to recover its reasonable attorney’s fees and court costs from the non-prevailing party.

SELLER’S DESIGNATION OF COMPANY AS AGENT: Seller hereby authorizes Company to complete and sign the Purchase Contract for the sale of the livestock described in this contract, on behalf of and in the name of Seller, which will make Seller obligated to the Auction Terms and Conditions and to all terms and conditions of the Purchase Contract, as if Seller had signed the contract himself. Seller also authorizes Company to negotiate a satisfactory settlement regarding any disputes at delivery and assigns to Company all rights of Seller after Seller receives final payment from Company.

DISCLAIMER: ALL REPRESENTATIONS AND/OR GUARANTEES REGARDING THE FERTILITY OF HEIFERS, INCLUDING BUT NOT LIMITED TO BREEDING ABILITIES, PREGNANCY, OR “GUARANTEED OPEN,” ARE MADE BY BUYER TO SELLER AND ARE BETWEEN BUYER AND SELLER, ONLY. THE COMPANY MAKES NO REPRESENTATIONS AND/OR GUARANTEES AS TO THE FERTITILITY OF HEIFERS SOLD AT AUCTION.