Introduction Comments (instructions for each form proceeds each contract) 1. Contract for Purchase of a Proven Female Alpaca 2. Contract for Purchase of a Maiden Female Alpaca 3. Contract for Purchase of a Proven Stud Male Alpaca 4. Contract for Purchase of an Unproven Male Alpaca 5. Contract for Purchase of a Nonbreeding Alpaca 6. Agistment and Boarding Contract 7. Stud Service Contract Contract for "Purchase of a Proven Female Alpaca" This contract form is intended for use in the sale of a female alpaca only if the seller has personal knowledge the female has borne and suckled offspring, and knows the alpaca's complete medical history. These facts are expressly warranted by the seller. No other warranties are made and the implied warranties under the Uniform Commercial Code are waived. No other warranties are necessary to protect the reasonable expectations of the buyer if the complete medical and reproductive history of the alpaca are known by the seller, and fully disclosed to the buyer. No other warranties are necessary because the alpaca's track record is the buyer's assurance that the animal is reproductively viable when sold. Therefore, the contract requires the seller to provide a complete medical and reproductive history for the animal and the ILR Registration Certificate. Copies of those records must be presented to the buyer for his review and approval prior to sale, and then be stapled to the contract as attachments. The facts set forth in these attachments are made part of the contract, meaning the buyer has a right to rely upon the accuracy of this information, which the seller warrants to be true and complete. Therefore, this contract form is not appropriate unless the seller knows and discloses the complete veterinary and production history of the animal being sold. The buyer's option for an independent medical examination, set forth in paragraph 9, should be discussed between buyer and seller before the contract is signed to be sure the buyer understood this clause, and knowingly decided either to pay for an independent veterinary examination, or waived the examination. The seller and buyer will need to discuss this paragraph specifically so that the necessary arrangements to undertake the independent examination can be made if the buyer desires to exercise this option. Contract for Purchase of A Proven Female Alpaca Date: ________________ Parties: "Sellers" "Buyers" ______________________________ ______________________________ Name Name ______________________________ ______________________________ Address Address ______________________________ ______________________________ City, State, Zip City, State, Zip ______________________________ ______________________________ Telephone Telephone Identity of Alpaca: ______________________________ ______________________________ Alpaca's Name Alpaca's International Lama Registry (ILR) Reg. Number Agreements: 1. Property. Buyers agree to purchase the proven female alpaca identified in this contract. 2. Price. The purchase price is $___________. A nonrefundable deposit of $ _______ is paid this date and the balance will be paid on or before _____________________. The purchase price shall be paid in full in U.S. currency before Buyers are entitled to possession of the animal. 3. Passage of Title and Possession. Upon payment in full, delivery to Buyers by Sellers of the ILR Registration Certificate, properly executed to effectuate a transfer of ownership to buyers in accordance with rules and regulations of the ILR, and the delivery of possession of the animal to Buyers, then title shall pass to Buyers. Delivery will take place at ______________________________________ (location). 4. Risk of Loss. Risk of loss shall pass to Buyer upon entering into this contract for purchase. It is the buyer's responsibility to obtain insurance, if desired, to protect against possible loss. 5. Warranty of Title. Sellers warrant that their title to the animal is free and clear of any liens, encumbrances, security interests, or other impediments to clear title of any kind. Sellers transfer to Buyers free and clear title and agree to indemnify and hold Buyers harmless from any claim of third parties to right of possession, encumbrance, lien, security interest or title to the animal. 6. Waiver of Implied Warranties. The implied warranties of merchantability and suitability for a particular purpose are waived. There are no warranties which extend beyond the description on the face of this contract. The animal is sold "as is." In lieu of any implied warranties, the animal sells with the written, express warranty, and specific rights and remedies in this contract, and no others. 7. Seller's Express Warranties. Sellers warrant that the female is a proven breeder, who has borne and suckled offspring. Sellers warrant that the animal's complete medical and reproductive history is set forth in the attached copy of her medical and reproductive records, as maintained by Sellers in the ordinary course of its business. Sellers are not aware of any current adverse medical or reproductive condition in the animal. Sellers warrant that the female's genealogy is as set forth on her ILR Registration Certificate, a copy of which is attached. The animal's medical and reproductive records and its ILR Registration Certificate are merged into, and made a part of, this contract. 8. No Other Warranties. No other warranties are made. All descriptions and representations about the animal are merged into this document. The Buyer has no right to rely upon any statement, description, or representation concerning the animal except as set forth in this document. 9. Buyers' Option For Independent Prepurchase Examination. Prior to purchase, the Buyers have been offered the option by Sellers to undertake a full veterinary examination of the animal, using a veterinarian of Buyers' choosing, at Buyers' expense. If this option is desired, it shall be undertaken before Buyers obtain possession and within seven days of the purchase date. If the examination detects any adverse medical condition, the Buyers shall so notify Sellers before delivery of possession and within three days of the examination. Within that time only, Buyers shall have the option to rescind this contract and obtain a full refund. By virtue of the benefit of this provision for an independent medical examination, Buyers forego any claim that the animal is defective, or fails to conform to the contractual terms, because of adverse health conditions of any kind. 10. Nonassignment. The warranties and remedies under this contract are nonassignable and inure only for the personal benefit of the Buyers. The warranties and the remedies shall be void and lapse in the event of any sale or transfer of any interest (including transfer of part-ownership) in the animal. 11. Entire Agreement. This is the entire agreement between the parties. All previous discussions and negotiations have been merged into this written contract. 12. Jurisdiction and Venue. If any dispute arises between the parties, venue and jurisdiction shall lie with the state and judicial district where Sellers reside. In addition to legal relief, a court is hereby authorized to grant injunctive, declaratory or other appropriate equitable relief to enforce both the grant and the limitation of warranties and remedies as set forth by this contract. 13. Attorney's Fees. In any legal proceeding arising out of this contract, the prevailing party shall be entitled to their reasonable attorney's fees and costs of suit, in addition to any other relief granted by the Court. 14. Limitation of Damages. In no event shall damages be awarded for the buyers' incidental or consequential damages of any kind, including, but not limited to, lost profits or lost production. 15. Requirement of Timely, Written Notice of Claim. No legal proceedings shall be instituted arising out of this contract unless written notice is delivered by buyers to sellers within 12 months of the date of this agreement, which notice shall specify the grounds upon which buyers assert their claim, and give sellers reasonable opportunity to respond and offer to cure the alleged breach, if appropriate. _______________________________ __________________________________ Seller Buyer _______________________________ __________________________________ Seller Buyer Contract for "Purchase of a Maiden Female Alpaca" This contract form is intended for use in the sale of a young female that has not yet given birth to her first cria. The contract provides the buyer with an express warranty that the young female possesses reproductive viability since the animal's youth makes proof of viability from proven production not yet possible. The contract form warrants reproductive viability based on the animal's possession of objective traits at the time of sale. Sellers need to understand the terms of this warranty, and not make oral promises to the buyer that are broader, or more generous, than the written warranty. If sellers make such promises, then the buyer may justifiably claim the written contract is not the complete agreement between the parties. Copies of the complete medical records and the ILR Registration Certificate must be presented to the buyer for his review and approval prior to sale, and then be stapled to the contract as attachments. The facts set forth in these attachments are made part of the contract, meaning the buyer has a right to rely upon the accuracy of this information, which the seller warrants to be true and complete. The buyer's option for an independent medical examination, set forth in paragraph 9, should be discussed between buyer and seller before the contract is signed to be sure the buyer understood this clause, and knowingly decided either to pay for an independent veterinary examination, or waived the examination. The seller and buyer will need to discuss this paragraph specifically so that the necessary arrangements to undertake the independent examination can be made if the buyer desires to exercise this option. The contract provides the exclusive remedy in the event the buyer claims the alpaca is infertile. The seller should read, understand, and then explain the exclusive remedy to the buyer. The contract requires that the buyer and seller communicate after the sale about the care and management to assure the alpaca's continued health and production of offspring. If problems arise in maintaining a confirmed pregnancy, this open channel of communication should facilitate implementation of the seller's trial period to obtain a confirmed pregnancy. If the seller's trial is unsuccessful, then the seller has the option to either replace the animal, or provide a refund of the purchase price. Contract for Purchase of A Maiden Female Alpaca Date: ________________ Parties: "Sellers" "Buyers" ______________________________ ______________________________ Name Name ______________________________ ______________________________ Address Address ______________________________ ______________________________ City, State, Zip City, State, Zip ______________________________ ______________________________ Telephone Telephone Identity of Alpaca: ______________________________ ______________________________ Alpaca's Name Alpaca's International Lama Registry (ILR) Reg. Number Agreements: 1. Property. Buyers agree to purchase the female alpaca identified in this contract. 2. Price. The purchase price is $___________. A nonrefundable deposit of $ _______ is paid this date and the balance will be paid on or before _____________________. The purchase price shall be paid in full in U.S. currency before Buyers are entitled to possession of the animal. 3. Passage of Title and Possession. Upon payment in full, delivery to Buyers by Sellers of the ILR Registration Certificate, properly executed to effectuate a transfer of ownership to Buyers in accordance with rules and regulations of the ILR, and the delivery of possession of the animal to buyers, then title shall pass to Buyers. Delivery will take place at __________________________________ (location). 4. Risk of Loss. Risk of loss shall pass to Buyer upon entering into this contract for purchase. It is the buyer's responsibility to obtain insurance, if desired, to protect against possible loss. 5. Warranty of Title. Sellers warrant that their title to the animal is free and clear of any liens, encumbrances, security interests, or other impediments to clear title of any kind. Sellers transfer to Buyers free and clear title and agree to indemnify and hold Buyers harmless from any claim of third parties to right of possession, encumbrance, lien, security interest or title to the animal. 6. Waiver of Implied Warranties. The implied warranties of merchantability and suitability for a particular purpose are waived. There are no warranties which extend beyond the description on the face of this contract. The animal is sold "as is." In lieu of any implied warranties, the animal sells with the written, express warranty, and specific rights and remedies in this contract, and no others. 7. Seller's Express Warranties. Sellers warrant that the female is a breeder, capable of reproduction, with all reproductive organs in normal condition. Sellers warrant that the animal's complete medical history is set forth in the attached copy of her medical records, as maintained by Sellers in the ordinary course of its business. Sellers are not aware of any current adverse medical condition in the animal. Sellers warrant that the female's genealogy is as set forth on her ILR Registration Certificate, a copy of which is attached. The animal's medical records and its ILR Registration Certificate are merged into, and made a part of, this contract. 8. No Other Warranties. No other warranties are made. All descriptions and representations about the animal are merged into this document. The Buyer has no right to rely upon any statement, description, or representation concerning the animal except as set forth in this document. 9. Exclusive Remedies If The Buyers Claim The Alpaca Is Infertile. In the event that the Buyer is unable to obtain a confirmed pregnancy on the female by the time she is three years of age, and if they desire a refund or replacement as specified in this contract, Sellers shall have a nine month trial period during which Sellers shall have the exclusive control, care and management of the animal and shall attempt to obtain a confirmed pregnancy. Buyers shall pay all expenses of transportation to Seller's ranch for the trial period and tender the animal at Seller's ranch, along with a veterinarian's certificate that the animal is in sound condition of limb and body, and free of all infectious and contagious disease. If Buyers are unable to provide such certification, then the warranty and remedy provided by this contract shall be void. Buyers shall maintain complete records of the veterinary care and breeding efforts with the animal and provide same to Seller at commencement of the trial period. If during such trial period the Sellers obtain a confirmed pregnancy, then the Buyer shall pay to Sellers the costs of all boarding, veterinary care, and all other out-of-pocket expenses incurred in order to obtain a confirmed pregnancy, or for her care. If the trial is unsuccessful, the Seller shall be responsible for all boarding, veterinary care and expenses incurred during the trial. The boarding fee shall be $_____ per day. The Sellers shall have a lien under state property law upon the animal to secure payment of these expenses and shall be entitled to retain possession of the animal until the lien is discharged by payment of all costs or charges due and owing. 10. Buyers' Duty To Follow Proper And Accepted Practices of Care and Management. In order to obtain the benefit of the express warranties made part of this contract, the buyers agree to take measures to assure the proper and generally-accepted methods of care and management of the animal, failing which the warranty will be void and Buyers may not exercise the remedies offering by this contract. Proper care means: A. The Buyers will consult with the Seller concerning all aspects of the care and management of the animal; B. The Buyers shall utilize, and follow the recommendations of, a competent veterinarian, experienced with alpacas (or the best alternative veterinary care available in their vicinity) for all care and management of the animal; C. The Buyer shall follow sound nutritional practices in the care and management of the animal. 11. Buyer's Exclusive Remedy At Conclusion of Sellers' Trial Period. If the Sellers cannot obtain a confirmed pregnancy during the nine month trial, then the Buyers' sole remedy shall be either: A. A replacement of the animal with another female of like kind and quality from Sellers' herd, subject to the Buyers' approval of the replacement, such approval not to be unreasonably withheld. Buyers acknowledge and accept there may be a six- to twelve-month delay before Sellers may be able to offer a suitable replacement; Or at Sellers' option: B. A refund of the purchase price, providing further that Buyers must convey the animal back to Sellers, free and clear of any liens or encumbrances, and execute a release of all claims arising out of this contract. 12. Buyers' Option For Independent Prepurchase Examination. Prior to purchase, the Buyers have been offered the option by Sellers to undertake a full veterinary examination of the animal, using a veterinarian of Buyers' choosing, at Buyers' expense. If this option is desired, it shall be undertaken before Buyers obtain possession and within seven days of the purchase date. If the examination detects any adverse medical condition, the Buyers shall so notify Sellers before delivery of possession and within three days of the examination. Within that time only, Buyers shall have the option to rescind this contract and obtain a full refund. By virtue of the benefit of this provision for an independent medical examination, Buyers forego any claim that the animal is defective, or fails to conform to the contractual terms, because of adverse health conditions of any kind. 13. Nonassignment. The warranties and remedies under this contract are nonassignable and inure only for the personal benefit of the Buyers. The warranties and the remedies shall be void and lapse in the event of any sale or transfer of any interest (including transfer of part-ownership) in the animal. 14. Entire Agreement. This is the entire agreement between the parties. All previous discussions and negotiations have been merged into this written contract. 15. Jurisdiction and Venue. If any dispute arises between the parties, venue and jurisdiction shall lie with the state and judicial district where Sellers reside. In addition to legal relief, a court is hereby authorized to grant injunctive, declaratory or other appropriate equitable relief to enforce both the grant and the limitation of warranties and remedies as set forth by this contract. 16. Attorney's Fees. In any legal proceeding arising out of this contract, the prevailing party shall be entitled to their reasonable attorney's fees and costs of suit, in addition to any other relief granted by the Court. 17. Limitation of Damages. In no event shall damages be awarded in any legal proceeding for the Buyers' incidental or consequential damages of any kind, including, but not limited to, lost profits or lost production. 18. Requirement of Timely, Written Notice of Claim. No legal proceedings shall be instituted arising out of this contract unless written notice is delivered by Buyers to Sellers within 36 months of the date of this agreement, which notice shall specify the grounds upon which Buyers assert their claim, and give Sellers reasonable opportunity to respond and offer to cure the alleged breach, if appropriate. _______________________________ __________________________________ Seller Buyer _______________________________ __________________________________ Seller Buyer Contract for "Purchase of a Proven Stud Male Alpaca" This contract form is intended for use in the sale of a proven stud male alpaca only if the seller has personal knowledge the male has sired offspring, and knows the male's complete medical history. These facts are expressly warranted by the seller. No other warranties are made and the implied warranties under the Uniform Commercial Code are waived. No other warranties are necessary to protect the reasonable expectations of the buyer if the complete medical and reproductive history of the alpaca are known by the seller, and fully disclosed to the buyer. No other warranties are necessary because the alpaca's track record is the buyer's assurance that the animal is reproductively viable when sold. Therefore, the contract requires the seller to provide a complete medical and reproductive history for the animal and the ILR Registration Certificate. Copies of those records must be presented to the buyer for his review and approval prior to sale, and then be stapled to the contract as attachments. The facts set forth in these attachments are made part of the contract, meaning the buyer has a right to rely upon the accuracy of this information, which the seller warrants to be true and complete. Therefore, this contract form is not appropriate unless the seller knows and discloses the complete veterinary and production history of the animal being sold. The buyer's option for an independent medical examination, set forth in paragraph 9, should be discussed between buyer and seller before the contract is signed to be sure the buyer understood this clause, and knowingly decided either to pay for an independent veterinary examination, or waived the examination. The seller and buyer will need to discuss this paragraph specifically so that the necessary arrangements to undertake the independent examination can be made if the buyer desires to exercise this option. Contract for Purchase of A Proven Stud Male Alpaca Date: ________________ Parties: "Sellers" "Buyers" ______________________________ ______________________________ Name Name ______________________________ ______________________________ Address Address ______________________________ ______________________________ City, State, Zip City, State, Zip ______________________________ ______________________________ Telephone Telephone Identity of Alpaca: ______________________________ ______________________________ Alpaca's Name Alpaca's International Lama Registry (ILR) Reg. Number Agreements: 1. Property. Buyers agree to purchase the proven stud male alpaca identified in this contract. 2. Price. The purchase price is $___________. A nonrefundable deposit of $ _______ is paid this date and the balance will be paid on or before _____________________. The purchase price shall be paid in full in U.S. currency before Buyers are entitled to possession of the animal. 3. Passage of Title and Possession. Upon payment in full, delivery to Buyers by Sellers of the ILR Registration Certificate, properly executed to effectuate a transfer of ownership to Buyers in accordance with rules and regulations of the ILR, and the delivery of possession of the animal to buyers, then title shall pass to Buyers. Delivery will take place at ____________________________________ (location). 4. Risk of Loss. Risk of loss shall pass to Buyer upon entering into this contract for purchase. It is the buyer's responsibility to obtain insurance, if desired, to protect against possible loss. 5. Warranty of Title. Sellers warrant that their title to the animal is free and clear of any liens, encumbrances, security interests, or other impediments to clear title of any kind. Sellers transfer to Buyers free and clear title and agree to indemnify and hold Buyers harmless from any claim of third parties to right of possession, encumbrance, lien, security interest or title to the animal. 6. Waiver of Implied Warranties. The implied warranties of merchantability and suitability for a particular purpose are waived. There are no warranties which extend beyond the description on the face of this contract. The animal is sold "as is." In lieu of any implied warranties, the animal sells with the written, express warranty, and specific rights and remedies in this contract, and no others. 7. Seller's Express Warranties. Sellers warrant that the stud male is a proven breeder, who has sired offspring. Sellers warrant that the animal's complete medical and reproductive history is set forth in the attached copy of his medical and reproductive records, as maintained by Sellers in the ordinary course of its business. Sellers are not aware of any current adverse medical or reproductive condition in the animal. Sellers warrant that the male's genealogy is as set forth on his ILR Registration Certificate, a copy of which is attached. The animal's medical and reproductive records and its ILR Registration Certificate are merged into, and made a part of, this contract. 8. No Other Warranties. No other warranties are made. All descriptions and representations about the animal are merged into this document. The Buyer has no right to rely upon any statement, description, or representation concerning the animal except as set forth in this document. 9. Buyers' Option For Independent Prepurchase Examination. Prior to purchase, the Buyers have been offered the option by Sellers to undertake a full veterinary examination of the animal, using a veterinarian of Buyers' choosing, at buyers' expense. If this option is desired, it shall be undertaken before Buyers obtain possession and within seven days of the purchase date. If the examination detects any adverse medical condition, the Buyers shall so notify Sellers before delivery of possession and within three days of the examination. Within that time only, Buyers shall have the option to rescind this contract and obtain a full refund. By virtue of the benefit of this provision for an independent medical examination, Buyers forego any claim that the animal is defective, or fails to conform to the contractual terms, because of adverse health conditions of any kind. 10. Nonassignment. The warranties and remedies under this contract are nonassignable and inure only for the personal benefit of the Buyers. The warranties and the remedies shall be void and lapse in the event of any sale or transfer of any interest (including transfer of part-ownership) in the animal. 11. Entire Agreement. This is the entire agreement between the parties. All previous discussions and negotiations have been merged into this written contract. 12. Jurisdiction and Venue. If any dispute arises between the parties, venue and jurisdiction shall lie with the state and judicial district where Sellers reside. In addition to legal relief, a court is hereby authorized to grant injunctive, declaratory or other appropriate equitable relief to enforce both the grant and the limitation of warranties and remedies as set forth by this contract. 13. Attorney's Fees. In any legal proceeding arising out of this contract, the prevailing party shall be entitled to their reasonable attorney's fees and costs of suit, in addition to any other relief granted by the Court. 14. Limitation of Damages. In no event shall damages be awarded for the buyers' incidental or consequential damages of any kind, including, but not limited to, lost profits, lost stud service income, or lost production. 15. Requirement of Timely, Written Notice of Claim. No legal proceedings shall be instituted arising out of this contract unless written notice is delivered by buyers to sellers within 18 months of the date of this agreement, which notice shall specify the grounds upon which buyers assert their claim, and give sellers reasonable opportunity to respond and offer to cure the alleged breach, if appropriate. _______________________________ __________________________________ Seller Buyer _______________________________ __________________________________ Seller Buyer Contract for "Purchase of an Unproven Male Alpaca" This contract form is intended for use in the sale of a young male that has not yet sired his first cria. The contract provides the buyer with an express warranty that the young male possesses reproductive viability since the animal's youth makes impossible proof of viability from proven production. The contract form warrants reproductive viability based on the animal's possession of objective traits at the time of sale. Sellers need to understand the terms of this warranty, and not make oral promises to the buyer that are broader, or more generous, than the written warranty. If sellers make such promises, then the buyer may justifiably claim the written contract is not the complete agreement between the parties. A copy of the complete medical records and the ILR Registration Certificate must be presented to the buyer for his review and approval prior to sale, and then be stapled to the contract as attachments. The facts set forth in these attachments are made part of the contract, meaning the buyer has a right to rely upon the accuracy of this information, which the seller warrants to be true and complete. The buyer's option for an independent medical examination, set forth in paragraph 9, should be discussed between buyer and seller before the contract is signed to be sure the buyer understood this clause, and knowingly decided either to pay for an independent veterinary examination, or waived the examination. The seller and buyer will need to discuss this paragraph specifically so that the necessary arrangements to undertake the independent examination can be made if the buyer desires to exercise this option. The contract provides the exclusive remedy in the event the buyer claims the alpaca is infertile. The seller should read, understand, and then explain the exclusive remedy to the buyer. The contract requires that the buyer and seller communicate after the sale about the care and management to assure the alpaca's continued health and production of offspring. If problems arise in maintaining a confirmed pregnancy, this open channel of communication should facilitate implementation of the seller's trial period to obtain a confirmed pregnancy. If the seller's trial is unsuccessful, then the seller has the option to either replace the animal, or provide a refund of the purchase price. Contract for Purchase of An Unproven Male Alpaca Date: ________________ Parties: "Sellers" "Buyers" ______________________________ ______________________________ Name Name ______________________________ ______________________________ Address Address ______________________________ ______________________________ City, State, Zip City, State, Zip ______________________________ ______________________________ Telephone Telephone Identity of Alpaca: ______________________________ ______________________________ Alpaca's Name Alpaca's International Lama Registry (ILR) Reg. Number Agreements: 1. Property. Buyers agree to purchase the unproven stud male alpaca identified in this contract. 2. Price. The purchase price is $___________. A nonrefundable deposit of $ _______ is paid this date and the balance will be paid on or before _____________________. The purchase price shall be paid in full in U.S. currency before Buyers are entitled to possession of the animal. 3. Passage of Title and Possession. Upon payment in full, delivery to Buyers by Sellers of the ILR Registration Certificate, properly executed to effectuate a transfer of ownership to Buyers in accordance with rules and regulations of the ILR, and the delivery of possession of the animal to Buyers, then title shall pass to Buyers. Delivery will take place at __________________________________ (location). 4. Risk of Loss. Risk of loss shall pass to Buyer upon entering into this contract for purchase. It is the buyer's responsibility to obtain insurance, if desired, to protect against possible loss. 5. Warranty of Title. Sellers warrant that their title to the animal is free and clear of any liens, encumbrances, security interests, or other impediments to clear title of any kind. Sellers transfer to Buyers free and clear title and agree to indemnify and hold Buyers harmless from any claim of third parties to right of possession, encumbrance, lien, security interest or title to the animal. 6. Waiver of Implied Warranties. The implied warranties of merchantability and suitability for a particular purpose are waived. There are no warranties which extend beyond the description on the face of this contract. The animal is sold "as is." In lieu of any implied warranties, the animal sells with the written, express warranty, and specific rights and remedies in this contract, and no others. 7. Seller's Express Warranties. Sellers warrant the male as a breeder, capable of reproduction, possessing normal reproductive anatomy. Sellers warrant that the animal's complete medical history is set forth in the attached copy of his medical and reproductive records, as maintained by Sellers in the ordinary course of its business. Sellers are not aware of any current adverse medical condition in the animal. Sellers warrant that the alpaca's genealogy is as set forth on his ILR Registration Certificate, a copy of which is attached. The alpaca's medical and reproductive records and its ILR Registration Certificate are merged into, and made a part of, this contract. 8. No Other Warranties. No other warranties are made. All descriptions and representations about the animal are merged into this document. The Buyer has no right to rely upon any statement, description, or representation concerning the animal except as set forth in this document. 9. Exclusive Remedies If The Buyers Claim The Alpaca Is Infertile. In the event that the Buyer is unable to confirm pregnancy from stud service provided by the male by the time he is four years of age, and if they desire a refund or replacement as specified in this contract, Sellers shall have a three month trial period during which Sellers shall have the exclusive control, care and management of the animal and shall attempt to obtain a confirmed pregnancy from stud service provided by the male. Buyers shall pay all expenses of transportation to Seller's ranch for the trial period and tender the animal at Seller's ranch, along with a veterinarian's certificate that the animal is in sound condition of limb and body, and free of all infectious and contagious disease. If Buyers are unable to provide such certification, then the warranty and remedy provided by this contract shall be void. Buyers shall maintain complete records of the veterinary care and breeding efforts with the animal and provide same to Seller at commencement of the trial period. If during such trial period the Sellers obtain a confirmed pregnancy from stud service provided by the male, then the Buyer shall pay to Sellers the costs of all boarding, veterinary care, and all other out-of-pocket expenses incurred in the successful trial, or for his care. If the trial is unsuccessful, the seller shall be responsible for all boarding, veterinary care and expenses incurred during the trial. The boarding fee shall be $_____ per day. The Sellers shall have a lien under state property law upon the animal to secure payment of these expenses and shall be entitled to retain possession of the animal until the lien is discharged by payment of all costs or charges due and owing. 10. Buyers' Duty To Follow Proper And Accepted Practices of Care and Management. In order to obtain the benefit of the express warranties made part of this contract, the Buyers agree to take measures to assure the proper and generally-accepted methods of care and management of the animal, failing which the warranty will be void and Buyers may not exercise the remedies offered by this contract. Proper care means: A. The Buyers will consult with the seller concerning all aspects of the care and management of the animal; B. The Buyers shall utilize, and follow the recommendations of, a competent veterinarian, experienced with alpacas (or the best alternative veterinary care available in their vicinity) for all care and management of the animal; C. The Buyer shall follow sound nutritional practices in the care and management of the animal. D. The Buyer shall utilize appropriate heat stress methods, including full body shearing. 11. Buyer's Exclusive Remedy At Conclusion of Sellers' Trial Period. If the Sellers cannot obtain a confirmed pregnancy from stud service provided by the male during the three month trial, then the Buyers' sole remedy shall be either: A. A replacement of the animal with another male of like kind and quality from sellers' herd, subject to the Buyers' approval of the replacement, such approval not to be unreasonably withheld. Buyers acknowledge and accept there may be a six- to twelve-month delay before Sellers may be able to offer a suitable replacement; Or at Sellers' option: B. A refund of the purchase price, providing further that Buyers must convey the animal back to Sellers, free and clear of any liens or encumbrances, and execute a release of all claims arising out of this contract. 12. Buyers' Option For Independent Prepurchase Examination. Prior to purchase, the Buyers have been offered the option by Sellers to undertake a full veterinary examination of the animal, using a veterinarian of Buyers' choosing, at Buyers' expense. If this option is desired, it shall be undertaken before Buyers obtain possession and within seven days of the purchase date. If the examination detects any adverse medical condition, the Buyers shall so notify Sellers before delivery of possession and within three days of the examination. Within that time only, Buyers shall have the option to rescind this contract and obtain a full refund. By virtue of the benefit of this provision for an independent medical examination, Buyers forego any claim that the animal is defective, or fails to conform to the contractual terms, because of adverse health conditions of any kind. 13. Nonassignment. The warranties and remedies under this contract are nonassignable and inure only for the personal benefit of the Buyers. The warranties and the remedies shall be void and lapse in the event of any sale or transfer of any interest (including transfer of part-ownership) in the animal. 14. Entire Agreement. This is the entire agreement between the parties. All previous discussions and negotiations have been merged into this written contract. 15. Jurisdiction and Venue. If any dispute arises between the parties, venue and jurisdiction shall lie with the state and judicial district where Sellers reside. In addition to legal relief, a court is hereby authorized to grant injunctive, declaratory or other appropriate equitable relief to enforce both the grant and the limitation of warranties and remedies as set forth by this contract. 16. Attorney's Fees. In any legal proceeding arising out of this contract, the prevailing party shall be entitled to their reasonable attorney's fees and costs of suit, in addition to any other relief granted by the Court. 17. Limitation of Damages. In no event shall damages be awarded in any legal proceeding for the Buyers' incidental or consequential damages of any kind, including, but not limited to, lost profits, lost stud service income, or lost production. 18. Requirement of Timely, Written Notice of Claim. No legal proceedings shall be instituted arising out of this contract unless written notice is delivered by Buyers to Sellers within 36 months of the date of this agreement, which notice shall specify the grounds upon which Buyers assert their claim, and give Sellers reasonable opportunity to respond and offer to cure the alleged breach, if appropriate. _______________________________ __________________________________ Seller Buyer _______________________________ __________________________________ Seller Buyer Contract for "Purchase of a Nonbreeding Alpaca" This contract form is intended for use in the sale of either a male (intact or gelded), or female (fertile or surgically sterilized) alpaca when the animal is not intended for breeding. In such case, the only intended use is production and harvesting of wool, or as a pet. Therefore, no warranties are made beyond the current state of the health of the animal, and its genealogy. A copy of the complete medical records and the ILR Registration Certificate must be presented to the buyer for his review and approval prior to sale, and then be stapled to the contract as attachments. The facts set forth in these attachments are made part of the contract, meaning the buyer has a right to rely upon the accuracy of this information, which the seller warrants to be true and complete. Since the animal's health is material to the purchase, this contract retains the buyer's option for an independent, prepurchase veterinary examination. The buyer's option for an independent medical examination, set forth in paragraph 9, should be discussed between buyer and seller before the contract is signed to be sure the buyer understood this clause, and knowingly decided either to pay for an independent veterinary examination, or waived the examination. The seller and buyer will need to discuss this paragraph specifically so that the necessary arrangements to undertake the independent examination can be made if the buyer desires to exercise this option. Contract for Purchase of A Non-Breeding Alpaca Date: ________________ Parties: "Sellers" "Buyers" ______________________________ ______________________________ Name Name ______________________________ ______________________________ Address Address ______________________________ ______________________________ City, State, Zip City, State, Zip ______________________________ ______________________________ Telephone Telephone Identity of Alpaca: ______________________________ ______________________________ Alpaca's Name Alpaca's International Lama Registry (ILR) Reg. Number Agreements: 1. Property. Buyers agree to purchase the nonbreeding alpaca identified in this contract. 2. Price. The purchase price is $___________. A nonrefundable deposit of $ _______ is paid this date and the balance will be paid on or before _____________________. The purchase price shall be paid in full in U.S. currency before Buyers are entitled to possession of the animal. 3. Passage of Title and Possession. Upon payment in full, delivery to Buyers by Sellers of the ILR Registration Certificate, properly executed to effectuate a transfer of ownership to Buyers in accordance with rules and regulations of the ILR, and the delivery of possession of the animal to Buyers, then title shall pass to Buyers. Delivery will take place at ____________________________________ (location). 4. Risk of Loss. Risk of loss shall pass to Buyer upon entering into this contract for purchase. It is the buyer's responsibility to obtain insurance, if desired, to protect against possible loss. 5. Warranty of Title. Sellers warrant that their title to the animal is free and clear of any liens, encumbrances, security interests, or other impediments to clear title of any kind. Sellers transfer to Buyers free and clear title and agree to indemnify and hold buyers harmless from any claim of third parties to right of possession, encumbrance, lien, security interest or title to the animal. 6. Waiver of Implied Warranties. The implied warranties of merchantability and suitability for a particular purpose are waived. There are no warranties which extend beyond the description on the face of this contract. The animal is sold "as is." In lieu of any implied warranties, the animal sells with the written, express warranty, and specific rights and remedies in this contract, and no others. 7. Seller's Express Warranties. Sellers warrant that the animal's complete medical history is set forth in the attached copy of its medical record, as maintained by Sellers in the ordinary course of its business. Sellers are not aware of any current adverse medical condition in the animal. Sellers warrant that the alpaca's genealogy is as set forth on its ILR Registration Certificate, a copy of which is attached. The alpaca's medical record and its ILR Registration Certificate are merged into, and made a part of, this contract. 8. No Other Warranties. No other warranties are made. Sellers makes no warranty that the alpaca is suitable for breeding, or that it has sired or produced offspring. Seller has sold this alpaca for a low price because it is not a breeding quality animal. The Buyer intends to use the animal as a pet and for the production and harvesting of its fleece, but not for breeding. All descriptions and representations about the animal are merged into this document. The Buyer has no right to rely upon any statement, description, or representation concerning the animal except as set forth in this document. 9. Buyers' Option For Independent Prepurchase Examination. Prior to purchase, the Buyers have been offered the option by Sellers to undertake a full veterinary examination of the animal, using a veterinarian of Buyers' choosing, at Buyers' expense. If this option is desired, it shall be undertaken before Buyers obtain possession and within seven days of the purchase date. If the examination detects any adverse medical condition, the Buyers shall so notify Sellers before delivery of possession and within three days of the examination. Within that time only, Buyers shall have the option to rescind this contract and obtain a full refund. By virtue of the benefit of this provision for an independent medical examination, Buyers forego any claim that the animal is defective, or fails to conform to the contractual terms, because of adverse health conditions of any kind. 10. Nonassignment. The warranties and remedies under this contract are nonassignable and inure only for the personal benefit of the Buyers. The warranties and the remedies shall be void and lapse in the event of any sale or transfer of any interest (including transfer of part-ownership) in the animal. 11. Entire Agreement. This is the entire agreement between the parties. All previous discussions and negotiations have been merged into this written contract. 12. Jurisdiction and Venue. If any dispute arises between the parties, venue and jurisdiction shall lie with the state and judicial district where Sellers reside. In addition to legal relief, a court is hereby authorized to grant injunctive, declaratory or other appropriate equitable relief to enforce both the grant and the limitation of warranties and remedies as set forth by this contract. 13. Attorney's Fees. In any legal proceeding arising out of this contract, the prevailing party shall be entitled to their reasonable attorney's fees and costs of suit, in addition to any other relief granted by the Court. _______________________________ __________________________________ Seller Buyer _______________________________ __________________________________ Seller Buyer "Agistment & Boarding Contract" This contract clearly assigns and allocates duty and risk between the agistor and the boarder. The "agistor" is the party providing boarding services to the owner of the alpaca. Because alpacas have high value, a contractual agreement clearly defining the duty and risk between agistor and boarder is necessary in order for the parties to then agree upon a fair fee schedule. If the agistor accepts risks or duties broader than those contemplated by this contract, the fee schedule would have to be adjusted accordingly, such as to allow the agistor to recover the costs of insurance for any additional risks he assumes. Under the contract, the agistor is not responsible for risks of loss or damage of any kind in the absence of negligence. A negligence claim in favor of the boarder would arise only if an alpaca entrusted to the agistor suffered harm caused by a failure of the agistor to provide normal and reasonable care to maintain the health and well-being of the alpaca. The boarder assumes all risk of loss under the waiver of liability and self insurance provisions of paragraphs 3 and 4. The contract authorizes the agistor to provide emergency, or other veterinary care, as needed, and requires the boarder to pay any expenses so incurred. The agistor acquires a lien right to retain possession of the alpaca until all fees earned under the agreement are paid. Under the law in most states, those lien rights are usually lost if the agistor surrenders possession of the alpaca. Agistment & Boarding Contract Date: ________________ Parties: "Agistor" "Boarder" ______________________________ ______________________________ Name Name ______________________________ ______________________________ Address Address ______________________________ ______________________________ City, State, Zip City, State, Zip ______________________________ ______________________________ Telephone Telephone Identity of Alpaca: ______________________________ ______________________________ Alpaca's Name Alpaca's International Lama Registry (ILR) Reg. Number ______________________________ ______________________________ Alpaca's Name Alpaca's International Lama Registry (ILR) Reg. Number ______________________________ ______________________________ Alpaca's Name Alpaca's International Lama Registry (ILR) Reg. Number ______________________________ ______________________________ Alpaca's Name Alpaca's International Lama Registry (ILR) Reg. Number Recitals: 1. Agistor agrees to board the described alpacas with their herd. 2. Boarder desires boarding and agistment services for the described alpacas and that Agistor provide for its care as part of Agistor's herd management program. Agreements: 1. Fee Schedule: Boarders agree to pay the sum of $__.00 per day per alpaca for boarding services. For attending at the labor and birthing of any female alpaca, Boarders agree to pay $___. Boarding fees on any cria will begin at four months of age. For successful weaning of any cria, Boarders agree to pay $___. For administering to any special needs, Boarders agree to pay $____ per hour. 2. Services To Be Provided: Agistor agrees to provide adequate feed and facilities for normal and reasonable care required to maintain the health and well-being of the animals. "Normal and reasonable care" means the same standard of care currently applied in the management of the alpacas owned by Agistor. 3. Waiver of Liability: During the time the alpacas are in the care and custody of Agistor, Agistor shall not be liable for any sickness, disease, estray, theft, death or other injury which may be suffered by the alpacas or for any other cause of action arising out of the boarding contract. 4. Boarder To Insure, or Self-Insure: Boarders represent either that the alpacas are insured with a "full mortality" insurance policy or that the Boarders are acting as their own self-insurer, both as to mortality, and also as to any injury, damage or any event causing a loss of value of alpacas that may occur. Boarders further agree that their sole remedy, in the event of damage, loss or any event causing a loss of value to either dam or any cria at their side, shall be to make claim against any insurance policy that they have acquired. If Boarders fail to acquire such insurance and hence act as their own self-insurer, they shall be deemed to have waived any claim against Agistor both as to mortality, and also as to any injury, damage or any event causing a loss of value of alpacas that may occur. 5. Hold Harmless: Boarders agree to hold Agistor harmless from any claim resulting from damage or injury caused by the alpacas to anyone and agree to pay any attorney's fees, costs, or expenses incurred in defense of such claims. 6. Authorization of Emergency Care: Boarders authorize emergency veterinary care and agree to pay all necessary and reasonable veterinary charges for services rendered to the alpacas while in the care of Agistor. 7. Lien Rights Conferred: Boarders acknowledge that Agistor shall have a lien upon the alpacas to secure payment of all charges and monies that may become due and owing pursuant to this contract and that Agistor will have the right to retain possession of alpacas until all charges are paid in full, or to sell alpacas, pursuant to the laws of the State where this contract is performed that pertain to enforce of an agistor's or liveryman's lien rights. In addition to other rights, the Agistor shall be entitled to reasonable attorney's fees and costs of suit in any legal proceeding to collect any amounts due, or to enforce or foreclose any lien arising under this contract. 8. Costs of Transportation: Boarders are responsible for all costs of transportation of their alpacas to and from Agistor. 9. Legal Proceedings: Venue and jurisdiction of any action to foreclose the lien, or any other action arising out of this agreement, shall be in the county where this contract is performed. ______________________________ _________________________________________ Agistor Boarder "Stud Service Contract" In the alpaca industry, given the high value of the animals, and the desire of breeders to seek production of the highest-quality offspring possible, stud service to obtain high-quality production should be expected and encouraged. This should also result in the intensive utilization of the highest-quality studs by many different breeders, which in turn increases the need to exercise high standards of care to reduce risk of spreading infectious diseases. Stud service will normally occur to a male with a higher value than the female brought for service. Accordingly, the stud owner has a reasonable right to insist that the female brought for service will be healthy and free of genetic defects that should remove the female from the breeding pool. The dam owner possesses greater knowledge about the dam's true condition than the stud owner. Therefore, the stud service contract requires the dam owner to make affirmative representations about the dam's condition. Those representations are necessary to assure a valuable stud is not subjected to risk of harm, or to the disparaging effect of low quality, or defective offspring. The contract clearly defines when the stud fee is due and earned. Many breeders overlook, or fail to understand, the complexity of defining when the fee is due and earned in the stud service context. The contract defines a live birth guarantee and provides the exclusive remedies if a live birth is not forthcoming. A Boarding & Agistment Contract must also be prepared concerning each female offered for stud service. Otherwise, the stud owner may be exposed to unacceptable risk concerning the female. Stud Service Contract Date: ________________ Parties: 1. Stud Owner: ________________________________________________ 2. Dam Owners: ________________________________________________ Date: ________________________________________________ Recitals: 1. Stud Owner offers service to the stud alpaca male _____________, ILR Registration #_________________, to Dam Owners; 2. The owners of the dam alpaca ________________, with ILR Registration # ____________ desire this stud service; 3. The owners of said dam alpaca have simultaneously entered into a Agistment and Boarding Contract concerning said alpaca, the terms and provisions of which shall also apply during the period of time when the alpaca is in the care, custody and control of Stud Owner for purposes of breeding the dam pursuant to this contract; Agreements 1. Price: Dam Owner agrees to pay the sum of $________, payable to Stud Owner, for stud service. This fee includes the cost of boarding their dam for a period not to exceed 60 days. For each additional day dam remains with Stud Owner, a fee of $____ per day will be charged. 2. Dam's Current Condition: Dam Owners agree to deliver their dam in a healthy condition and free of known major genetic defects. Dam Owner will provide proof that the dam has received inoculations and worming consistent with the herd management practices of Stud Owner. Dam Owners will provide a photocopy of ILR Registration and a color photo of dam (and any cria by her side). Stud Owner is authorized to administer Ivomec (Ivermectin) as a prophylactic measure upon arrival for stud service. 3. Dam Owner's Representations: In consideration of this agreement, Dam Owner represents the following facts as to the Dam: A. Dam has no venereal disease; B. Dam is free of any vaginal discharge; C. Dam has not been exposed to any stud for at least 60 days before her arrival at Stud Owner for breeding; D. Dam is not pregnant; E. Dam has no difficulty in conception or in retaining a fetus upon conception; F. Dam is free of all infectious and communicable disease. If any of these representations are untrue, then the contract can be voided by Stud Owner, and no funds paid will be refunded. Furthermore, Dam Owner will be responsible for any damages caused to alpacas belonging to Stud Owner by such misrepresentation, even if the misrepresentation is unknowing. 4. Stud Owner's Management Discretion: During the service period, Stud Owner is given full discretion to manage breeding of the dam to achieve pregnancy. 5. When Stud Fee Earned and Due: The stud fee will be earned upon Stud Owner providing evidence of pregnancy by means of a single blood test showing a progesterone level consistent with pregnancy 21-days after conception, or by ultrasound. The stud fee will be paid upon delivery of the dam to Stud Owner. Thereafter, dam owner, at their expense, will provide to Stud Owner, the result of a 45-day and 90-day progesterone or ultrasound test. 6. Authorization of Emergency Care: Dam Owner authorizes emergency veterinary care and agrees to pay all necessary and reasonable veterinary charges for services rendered to the dam while in the care of Stud Owner. 7. Lien Rights Conferred: Dam Owner acknowledges that Stud Owner will have a lien upon the dam to secure payment of all charges and monies that may become due and owing pursuant to this contract and that Stud Owner will have the right to retain possession of dam until all charges are paid in full, or to sell dam pursuant to the laws of the state where this contract is to be performed to enforce Stud Owner's lien rights. 8. Live Birth Guarantee Defined: Stud Owner guarantees a live cria will be born to Owner's dam as a result of this stud service. The live birth guarantee is satisfied if the cria survives 24 hours after birth. If Dam Owner claims the guarantee is not fulfilled, then Dam Owner shall provide proof from a licensed veterinarian that the cria died within 24 hours after birth and the cause of death in the event that the pregnancy produces a viable fetus. If the dam loses the fetus prior to delivery by absorption or miscarriage, proof of such event shall be required within 11 months of the departure of the dam from Stud Owner, or within 30 days of discovery the dam no longer is carrying a viable fetus, whichever occurs first. 9. Dam Owner's Exclusive Remedies: If the conditions of paragraph 8 are satisfied to show the live birth guarantee has not been satisfied, then the Dam Owner's exclusive remedy shall be entitled to either a refund or a free rebreeding, with Stud Owner exercising the choice of which option will be provided to Dam Owner. Dam Owner will bear all costs associated with the rebreeding option. Notice of non-satisfaction of the conditions in paragraph 8 shall be given by Dam Owner within 14 months from the date Stud Owner shall have earned the stud fee under paragraph 5 and any rebreeding option shall be exercised by Dam Owner within 18 months after the stud fee was earned, or said rebreeding option shall be deemed to be waived by non-use. 10. No Other Guarantees or Warranties: No guarantees or warranties are provided by Stud Owners or their agents or employees beyond those expressly stated herein. The sole remedies of Dam Owner are those contained herein. The parties further agree that no express or implied warranties apply to this transaction, and none have been made by Stud Owner. No warranties have been made that the sire is in fact free from cosmetic, phenotypic, genetic, conformational, or aesthetic defects, nor that the offspring of this breeding of sire and dam shall be free of such defect(s). Stud Owner and Dam Owner have jointly inspected the sire and find him free of any known defects that make a breeding of sire and dam inadvisable. 11. Contract for Service; Non-Applicability of the UCC: This is a contract for service, and not for the sale of "goods" within the meaning of the Uniform Commercial Code. The UCC warranties of merchantability and suitability for a particular purpose do not apply as a matter of law; however, if the parties operate under a mistake of law, then Dam Owner acknowledges that all UCC warranties are waived as a matter of fact. Accordingly, no remedies under the UCC applicable to the sale of goods are available to Dam Owner. 12. Costs of Transportation: Dam Owner is responsible for all costs of transportation of their dam alpaca to and from Stud Owner. 13. Waiver and Release of Liability: Dam Owners release, discharge and agree to hold Stud Owner and his agents and employees, harmless for all claims that may arise as a result of this stud service contract, and the attendant boarding of dam alpaca (and any cria at her side) unless injury or damages is caused to dam alpaca (or her cria) by an act of gross negligence. Dam Owners represent either that the dam (and any cria at her side) are insured with a "full mortality" insurance policy or that the Dam Owners are acting as their own self-insurer, both as to mortality, and also as to any injury, damage or any event causing a loss of value of dam (and any cria at her side) that may occur. Dam Owners further agree that their sole remedy, in the event of damage, loss or any event causing a loss of value to either dam or any cria at her side, shall be to make claim against any insurance policy that they have acquired. If Dam Owner fails to acquire such insurance and hence act as their own self-insurer, they shall be deemed to have waived any claim against Stud Owner and his agents and employees. 14. Legal Proceedings: In the event any lawsuit is initiated by either party, the prevailing party shall be entitled to recover their reasonable attorney's fees and costs of suit. Jurisdiction and venue of any lawsuit arising out of this contract shall be in the county where this contract is to be performed. 15. Limitation of Damages. In no event shall damages be awarded in any legal proceedings for Dam Owners' incidental or consequential damages of any kind, including, but not limited to, delay in performance, lost profits or lost production. ______________________________ _________________________________________ Stud Owner Dam Owner