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Terms & Conditions

CONNEXION LIVESTOCK LLC: MASTER COMMERCIAL TERMS & CONDITIONS

Updated - January 24th, 2026

1. BINDING AGREEMENT & AUTHORITY
By accessing ConneXion’s website, registering an account, or bidding on livestock, you enter into a legally binding agreement with ConneXion Livestock LLC (“ConneXion”).

  • Capacity: Participants warrant they are at least 18 years of age and possess the actual authority to bind themselves or their registered business entity.
  • Personal Guaranty: Any individual executing a bid on behalf of an entity hereby personally guarantees all payment and performance obligations.
  • Non-Rescindable: All bids are final, non-rescindable, and constitute a binding contract to purchase.

2. THE ONLINE MARKETPLACE & AUCTIONEER DISCRETION
ConneXion acts as a facilitating agent for Buyers and Sellers.

  • Discretion: The Sale Manager and ConneXion reserve the absolute right to refuse, reject, or advance any bid, or to re-offer any lot in the event of an error or dispute. The Sale Manager’s determination is final and absolute.
  • Approval: ConneXion is solely responsible for buyer approval and may terminate a user’s access at any time, for any reason, without notice.

3. PERFORMANCE & TRADE CUSTOMS
The Parties agree that trade customs and biological variance are inherent to this contract.

  • Substantial Performance (The 5% Rule): Delivery of 95% to 100% of the contracted head count constitutes Full Performance. Any delivery below 95% is a material breach.
  • Condition & Rejection: Buyer/ConneXion may reject "unmerchantable" livestock (stags, crippled, blind, loco, lump-jawed) or any animals failing to meet specific lot descriptions.
  • Climatic Suspension: Performance is stayed without penalty if ambient temperatures at the time of loading/weighing are -10°F or colder.

4. PAYMENTS & ESCROW

  • Down Payment: Buyer shall pay $100.00 per head upon contract execution ($90.00 part-payment to Seller; $10.00 commission deposit to ConneXion).
  • Escrow Funding: 100% of the Gross Contract (less down payment) must be wired to Cash Cow Escrow (NMLS #2123736) at least one business day prior to delivery.
  • Disbursement & Automatic Approval: Buyer shall have twenty-four (24) hours from the time of delivery to approve payment disbursements. If Buyer fails to approve or provide written notice of a grievance to ConneXion within this 24-hour window, Buyer is deemed to have irrevocably accepted the livestock and approved the release of funds.
  • Verification Window: ConneXion/Escrow may hold funds for up to 36 hours for final calculation of weights and slides.
  • Grievance Period: Any grievance regarding the condition, health, or description of the livestock must be submitted to ConneXion in writing within twenty-four (24) hours of possession. Failure to provide notice within this period constitutes a waiver of all claims against the Seller and ConneXion.
  • Title Transfer: Title and Risk of Loss pass to Buyer F.O.B. Shipping Point upon completion of loading and execution of brand inspection/bill of lading.

5. SELLER CONSIGNMENT & EXCLUSIVITY
By consigning livestock, Seller grants ConneXion an exclusive 30-day marketing window. Any sale to any party during this period must be processed through ConneXion. Seller is obligated to sell thru ConneXion if a Buyer agrees to the asking price on ConneXion if the listing has not been cancelled. After 30 days, Seller may cancel or renew the listing, in which they are further obligated to sell for another 30 days.

6. DEFAULT & MARKET-TO-MARKET INDEMNITY
In the event of failure to perform, the defaulting party shall indemnify the other for lost market value. Liability is the GREATER OF:

  • (a) $100.00 per head (Liquidated Damages Floor); or
  • (b) The Market-to-Market Spread: The positive difference between the Contract value per head and the Current Market Value per head at the time of delivery.
  • Buyer Default: Forfeiture of the $100/head down payment. Buyer remains liable for the full Market-to-Market difference if damages exceed the down payment.
  • Seller Default: Refund of all down payments plus payment of the greater of $100/head or the Market-to-Market spread.
  • Commission: ConneXion's commission is fully earned upon execution. The defaulting party is strictly liable for the full commission amount ($10/head minimum).

7. FORCE MAJEURE
Neither party shall be liable for defaults caused strictly by an Act of God, catastrophic weather events (e.g., blizzards, floods), fire that destroys essential grazing or infrastructure, or government-mandated quarantine that renders performance physically impossible. The Parties expressly agree that "Drought," including a lack of seasonal rainfall or standard climatic dryness, is a Foreseeable Business Risk and does not constitute an Act of God or Force Majeure event under this Agreement. The party claiming Force Majeure must provide written notice and supporting documentation to ConneXion within 24 hours of the event. This provision does not excuse the failure to pay funds already earned or commissions vested upon contract execution.

8. DISCLAIMERS & SECURITY INTEREST

  • No Warranty: ConneXion makes no warranties, express or implied, including merchantability or fitness for a particular purpose. All health/performance guarantees are strictly between Buyer and Seller.
  • Security Interest: Buyer grants ConneXion a Purchase Money Security Interest (PMSI) in the livestock and proceeds until final payment. ConneXion may file a UCC-1 statement to perfect this interest. Late fees of 1.5% apply to payments 3+ days past due.
  • Limitation of Liability: ConneXion is not liable for system glitches, downtime, lost profits, or consequential damages.

9. LEGAL PROVISIONS

  • Venue & Law: Governed by Montana law. Exclusive venue is the District Court of Stillwater County, Montana.
  • Costs: The prevailing party shall recover all costs, attorney’s fees, and industry expert witness fees.
  • Severability & Merger: If any provision is found invalid, the remainder stays in effect. This is the Entire Agreement; no oral "handshake" deals or outside representations apply.

ALL GUARANTEES ARE BETWEEN BUYER AND SELLER.

ADDENDUM A: STANDARDS OF TRADE & DEFINITIONS

BASE WEIGHT & PRICE SLIDE: The Base Weight is the estimated average pay weight of the livestock at delivery. All cattle are subject to a Price Slide as specified in the Lot details. Example: A Lot with a 650# base weight at $200/cwt with a $0.10 slide means: if cattle average 651#, the price is $199.90; if cattle average 660#, the price is $199.00. The slide adjusts the price for the total pay weight of the load.

WEIGHT VARIANCE: All livestock must fall within the acceptable weight range specified in the individual contract. Variance is calculated as the Average Weight plus or minus the following percentages: Even: +/- 10%; Fairly Even: +/- 15%; Uneven: +/- 20%; Very Uneven: +/- 25%.

WEIGHING CONDITIONS & HEALTH: All livestock shall be weighed on certified scales pursuant to the specific conditions stated in the Livestock Contract. No weighing or delivery shall occur if temperatures are -10°F or colder. Seller shall provide all Brand and Health Certificates as required by Federal and State law. Buyer is responsible for notifying ConneXion of specific certificate requirements; permits for National Export are at Buyer’s sole expense.

COMMISSION STRUCTURE: Seller agrees to the following commission schedule based on gross proceeds: 2% for Calf/Feeder contracts; 3% for Bred Cows, Bred Heifers, and Bulls. A minimum commission of $10.00 per head applies to all transactions.

TITLE & AGENCY: Seller warrants good and marketable title to the livestock, free from all security interests, liens, or encumbrances. By executing this Agreement or placing a bid, both Buyer and Seller designate ConneXion as their authorized agent to facilitate and consummate the transaction.

ADDENDUM B: BRED CATTLE & OPEN HEIFER PROVISIONS

Pregnancy & Age Verification: All livestock sold as "Bred" must be guaranteed bred by the seller. Best practice is for cattle to be pregnancy-checked and aged by a licensed veterinarian at Seller’s expense within thirty (30) days prior to shipment. A signed veterinarian’s certificate must accompany the livestock at delivery.

Buyer’s Confirmation Window: Buyer shall have seven (7) calendar days from the date of possession to confirm pregnancy status via a licensed veterinarian. If Buyer fails to provide a written veterinary report contesting pregnancy status within this 7-day window, Seller’s liability regarding pregnancy status is permanently extinguished.

Open Feeder Heifers: All heifers sold as "Open" shall be pregnancy-checked by a licensed veterinarian at Seller’s expense within thirty (30) days prior to delivery. Any heifer found to be pregnant shall be rejected or price-adjusted at the discretion of the Buyer and ConneXion.

Condition of Sale: ConneXion does not warrant the future productivity, calving success, or health of the calves in utero. All warranties regarding breeding dates and maternal performance are strictly between the Buyer and Seller.

ADDENDUM C: DISPUTE RESOLUTION & ADMINISTRATIVE PROTOCOLS

Precedence of Terms: In the event of any conflict between these Master Terms and any Lot Description, Sale Confirmation, or Invoice, these Master Commercial Terms & Conditions shall govern and control.

Mandatory Mediation: Prior to the initiation of any formal legal action, the Parties agree to submit any dispute to a minimum of four (4) hours of mediation with a professional mediator in Yellowstone or Stillwater County, Montana. The cost of mediation shall be split equally between the Parties.

Acceptance Deemed Final: Once livestock are loaded onto the transport vehicle and the Brand Inspection or Bill of Lading is executed, the delivery is deemed accepted by the Buyer as to count, weight, and condition, subject only to the 24-hour grievance window for latent defects.

Non-Disparagement: To protect the integrity of the marketplace, the Parties agree not to publish or communicate any false or defamatory statements regarding the transaction or ConneXion’s services to third parties or on public forums while a dispute is being resolved.