THIS AGREEMENT (hereinafter “Agreement”), made
on this date of e-service confirmation (hereinafter “Effecive Date”) by and
between Miller Camel Farms LLC. DBA - CAMEL MILK ASSOCIATION, A Private
Membership Associaiton (hereinafter “Seller or Agister”) and
______________________________ (hereinafter “Buyer”).
1. Seller is the owner of dairy facilities
located at 9250 Jersey Mountain Road Points, West Virginia 25437 (hereinafter
“Farm”) where camels are held, cared for, handled, and milked.
2. Buyer desires to purchase an interest in the
Herd and to board the camel’s constituting Buyer’s interest in the Herd at the
3. Seller agrees to divide the ownership of
the Herd into shares of an undivided interest to be sold for $60 per share, and
to provide care and boarding of the Herd at a rate of $10.00 per pint of
fluid milk produced by the herd including any other product seller provides to
the buyer of said herd share indicated. Buyer also agrees this boarding fee may
change at the sole discretion of the Trustee of the Association. Buyer agrees
to board camels constituting Buyer’s interest in the Herd with Seller, as
an agister, and to have Seller pasture, care for, and milk said camels.
In addition to the other terms defined in this
Agreement, for purposes of this Agreement, the terms:
4. “Agister” shall mean the individual who
pastures, controls, feeds, maintains, cares for, and milks the Herd on behalf
of the Herd owners or their agents.
5. “Agistment” shall mean pasturing,
controlling, feeding, maintaining, caring for, and preparing the production
from the Herd on behalf of the Herds owners or their agents.
6. “Herd Share Agreements” shall mean
collectively this Agreement and all other substantially similar agreements
executed on behalf of the remaining undivided interests in the Herd.
7. “Owner” shall mean the individual identified
as the Buyer in this Agreement.
8. “Herd Owners” shall mean collectively all
owners of the undivided interest in the Herd.
9. “Percentage Interest” shall mean the
undivided percentage interest of Buyer in the Herd determined by dividing the
number of shares authorized in the Recitals above.
10. “E-service Confirmation” means the date on
which Buyer, after creating an online account as a full member according to the
terms of Agister’s website, electronically executes, signs or confirms assent
to this Agreement.
SALE / PURCHASE OF SHARES
11. By the signature affixed below, Buyer sells,
grants and conveys to Buyer, his/her personal representatives, successors and
assigns, an undivided interest of ____ share(s) in the Herd.
12. In consideration, the Buyer shall pay the
Seller $60 at the time the shares are transferred. Agister will buyback
Herdshare within one year (365 days) from the original purchase date for the
original purchase price.
13. For boarding his/her undivided interest in
the Herd, Owner shall pay to Agister a boarding fee to compensate Agister for
care, equipment deprecation, maintenance, and feed at a rate of $10.00 (or
other agreed pricing terms) per pint of fluid milk produced by the Herd.
SHARES OF MILK
14. Owner shall be entitled to receive the
production of milk from the Herd according to the percentage of production
equal to Owner’s percentage interest in the Herd.
DUTIES OF AGISTER
In addition to any other duty provided in this
Agreement, the following duties apply to Agister:
15. To board the Herd at the Farm and to provide
any other reasonable service required by this Agreement or requested by the
16. To maintain and care for the Herd using
sound practices in accordance with generally accepted health standards and
operating standards applicable to the care of female camels and the handling of
milk produced therefrom;
17. To manage the Herd for and on behalf of the
Herd Owners and to acquire and dispose of camels as shall be necessary to
maintain the health and productive capacity of the Herd;
18. To pay all expenses for maintaining and
caring for the Herd as required above, except as provided in Paragraph 19
19. To provide reports to Owner as shall be
appropriate to apprise Owner of the condition of the Herd and any other
information that will be useful to Owner regarding the health and performance
of the Herd.
20. Should Agister determine that special
services are reasonably necessary, or should Owner request Agister to perform
any special service beyond boarding required under this Agreement, Agister and
Owner shall agree as to the amount of charges, if any, in addition to the
monthly boarding fee.
NO SALES OF MILK
21. Agister and Owner acknowledge that state law
prohibits the unlicensed sale of raw milk. Under no circumstances shall either
Agister or Owner transfer the ownership or possession of any raw milk
production in violation of state law. Agister and Owner agree to hold the other
harmless for any liability, loss, damage, expense or penalty incurred by the
LIEN FOR CHARGES; ENFORCEMENT
22. Owner shall timely pay to boarding and other
charges contemplated by this agreement. Seller / Agister shall have, and Owner
hereby grants to Seller / Agister a lien and security interest in Owner’s
undivided interest in the Herd for all unpaid charges.
23. In the event Owner defaults on any valid
charge, Seller / Agister may dispose of Owner’s interest in the Herd at any
public or private sale, with or without public notice, 10 days after giving
Owner written notice. Seller / Agister shall apply the proceeds of any such
sell to Owner’s unpaid balance and shall remit any surplus to Owner. In the
alternative, Seller / Agister may acquire Owner’s interest in the Herd as
satisfaction of the debt.
OWNERSHIP / TRANSFER
24. Owner specifically represents and warrants
to Agister that Owner acquired his/her interest herein for Owner’s own use and
25. Each Herd Share Agreement affecting the Herd
depends upon the interest of the Herd Owners. Therefore, the parties
acknowledge and agree that any and all transfers or assignment of Owner’s
interest remain subject to the terms and conditions of this Agreement. Any
transferee or assignee of Owner’s interest may negotiate new terms with Seller
/ Agister upon acquiring said interest.
26. Agister shall be liable to Owner for any
loss or damage resulting from the boarding of the Herd.
27. Agister shall not be liable to Owner for any
sickness, death, loss or damage from the handling or consumption of raw milk
produced by the Herd.
28. Agister shall not be liable to Owner for any
sickness, death, loss or damage suffered while on Agister’s premises.
ARBITRATION OF DISPUTES
29. All disputes, claims and questions regarding
the rights and obligations of the parties under the terms of this Agreement
other than a claim of nonpayment contemplated by Paragraph 19 are subject to
arbitration. Either party may serve on the other a written demand for
arbitration within a reasonable time after discovering the conflict.
30. Arbitration shall be conducted by three
arbitrators, one appointed by Seller / Agister, one by Owner, and a third by
the two appointed arbitrators in accordance with the rules of commercial
arbitration of the American Arbitration Association. Each party shall pay its
own costs in connection with arbitration and the cost of the arbitrators in
EFFECTIVE DATE AND DURATION
31. The sale of camels by the terms of this
Agreement is effective upon execution.
32. The terms of this Agreement pertaining to
agistment shall become effective upon Agister’s written certification that a
majority of authorized shares are subject to executed Herd Share Agreements.
Notwithstanding any delay in the effective date for all other aspects of this
Agreement, the Owner’s obligations specified in Paragraph 12 become effective
TERMINATION OF AGISTMENT
33. Agister may only terminate this Agreement
after 90 days written notice to Owner and all other Herd Owners providing
notice of the termination of all Herd Share Agreements affecting the
34. Upon termination of this Agreement, Agister
shall retain the first right or refusal to purchase all shares of the Herd
Owners within 20 days of the date of termination.
35. Since the sale of Owner’s interest in the
Herd are subject to the terms of this Agreement, Owner may not terminate this
Agreement, but may transfer or assign his/her interest as an owner of an
undivided interest in the property.
Agister will buyback Herdshare within one year (365 days) from the original
purchase date for the original purchase price.
36. Notwithstanding anything to the contrary in
this Agreement, neither Agister nor Owner shall be responsible for any delay or
failure of its performance under this Agreement caused by anything beyond the
control of either party, including but not limited to government regulation,
public emergency, labor disputes and actions related to riot, war,
insurrection, windstorms, rainstorms, snowstorms, floods or other acts of
37. Construction. When necessary for proper
construction, the masculine of any word in this Agreement shall include the
feminine, neuter gender, singular, plural, and vice versa.
38. Governing Law. This Agreement, being
executed and delivered in the State of West Virginia, shall be governed in
accordance with the laws of the State of West Virginia.
39. Notice. Any notice required by this
Agreement shall be in writing and served by registered mail, return receipt
requested, to the recipient’s last known address.
40. Entire Agreement. This Agreement constitutes
the entire agreement between the parties and may not be modified or amended
except in writing by both parties.
41. Waiver. No assent or waiver expressed or
implied, to any breach of any one or more of the covenants or agreements hereof
shall be deemed or taken to be a waiver of any succeeding breach.
42. Incorporation by Reference. All schedules,
exhibits, and attachments referred to in this Agreement are incorporated by
reference and made part of this Agreement.
43. Assignment. This Agreement and each of its
provisions shall inure to the benefit of and be binding upon the parties, their
successors, and assigns.
IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first above written. Both parties agree that a
single original of this Agreement will be executed.