Purchasing a herd share allows you to order milk from Camel Milk Association, as described in the Agreement below:
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 Farm.
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 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 Herd Owners;
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 below.
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 other.
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 benefit.
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 equal amounts.
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 upon execution.
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 Herd.
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 God.
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.