Terms of Service

1. Introduction and Acceptance of Terms

These Terms of Service ("Terms") govern your relationship with Black Opal Livestock LLC ("we," "us," "our," or "the Company") when you buy from us, sell to us, request a quote, use our website, or otherwise engage with us as a merchant wholesaler of agricultural commodities. By contacting us, requesting a quote, submitting a lot for sale, placing an order, or using our website, you accept these Terms in full.

If you do not accept these Terms, you should not contact us to trade, submit a lot, or use our website. If you are acting on behalf of a company, partnership, or operation, you represent and warrant that you have the authority to bind that entity to these Terms.

These Terms apply in addition to any written contract, purchase agreement, sales agreement, or auction terms that we execute with you for a specific trade. Where a specific contract conflicts with these Terms, the specific contract controls for that trade.

2. Definitions

In these Terms, the following terms have the following meanings:

• "Commodity" means any raw agricultural product we trade, including grain, pulses, livestock, wool, hides, skins, fibers, specialty crops, oilseeds, nuts, live animals, biologicals, sod, and raw farm products.
• "Lot" means a specific quantity of a Commodity offered for sale or purchase, identified by commodity, grade, weight or count, origin, and condition.
• "Producer" means a grower, rancher, farmer, or other party that offers a Lot for sale to us.
• "Buyer" means a processor, manufacturer, grain elevator, auction market, exporter, or other party that purchases a Lot from us.
• "Trade" means a transaction in which we buy a Lot from a Producer or sell a Lot to a Buyer.
• "Grade" means the quality classification of a Lot measured against recognized standards, including USDA standards where applicable.
• "Contract" means the written or electronic agreement that documents the terms of a specific Trade.
• "Delivery" means the transfer of a Lot to the agreed location, by truck, rail, or intermodal transport.
• "Regulated Commodity" means a Commodity subject to special licensing or compliance requirements, including tobacco, leaf tobacco, cannabis, and marijuana.

3. Our Services

Black Opal Livestock LLC is a merchant wholesaler. We source, grade, aggregate, and deliver raw agricultural commodities. Our services include:

• Sourcing Commodities from Producers, ranchers, growers, and auction markets.
• Grading and verifying Lots against recognized standards.
• Aggregating Lots into tradeable volumes for Buyers.
• Executing Trades by Contract or by spot, with documentation.
• Arranging and coordinating transport for Delivery.
• Processing payments to Producers and invoices from Buyers.

We are a merchant wholesaler — not a broker. In most Trades, we take ownership of the Lot between the Producer and the Buyer. We are not a storage warehouse, a feedlot, a processor, or a freight carrier, although we coordinate with such parties as necessary to complete a Trade.

4. Producer Responsibilities

If you offer a Lot for sale to us, you represent and warrant that:

• You own the Lot, or you have full authority to sell it on behalf of the owner.
• The Lot is free of liens, encumbrances, and adverse claims that would prevent transfer of title.
• The Lot is accurately described as to commodity, variety, grade, weight or count, origin, and condition.
• The Lot complies with all applicable agricultural, veterinary, and regulatory requirements, including any requirements for live animals, biologicals, or Regulated Commodities.
• You have provided all documentation required to transfer the Lot — including grading certificates, weigh tickets, origin declarations, health papers, and licensing documentation where applicable.
• The Lot has not been treated, adulterated, or misrepresented in a way that would affect its grade, safety, or marketability.

You agree to make the Lot available for inspection and grading at the agreed time and place. If a Lot fails inspection or does not match the description on which the Trade was based, we may reject the Lot, renegotiate the price, or cancel the Trade without liability.

5. Buyer Responsibilities

If you purchase a Lot from us, you represent and warrant that:

• You have the authority and financial capacity to complete the purchase.
• You have provided accurate delivery instructions, including location, timing, and any handling requirements.
• You will accept Delivery of the Lot at the agreed time and place, subject to the grade and condition represented.
• You will pay the invoiced amount in accordance with the agreed terms.
• You hold all licenses and permits required to receive, possess, process, or transport the Lot, particularly for Regulated Commodities, live animals, and biologicals.

If you fail to accept Delivery or fail to pay on time, we may resell the Lot, hold you liable for any difference between the contract price and the resale price, and recover reasonable costs incurred as a result.

6. Grading, Weight, and Condition

Grades, weights, and conditions stated in a Contract are based on inspection at the time of grading. Agricultural commodities are subject to natural variation, and weights may change due to moisture loss or gain during transport. Unless the Contract states otherwise:

• Final settlement is based on the grade and weight determined at the agreed point of inspection.
• Grade determinations are made against recognized standards — including USDA standards where applicable.
• For live animals, counts and condition are determined at loading unless the Contract specifies otherwise.
• For Regulated Commodities, compliance documentation is part of the grade and condition representation.

If a dispute arises over grade, weight, or condition, the parties agree to attempt resolution through re-inspection by a mutually agreed independent grader or laboratory before pursuing other remedies.

7. Pricing and Payment

Prices are quoted per the terms of each Contract and may be fixed, formula-based, or indexed to a market reference. Unless the Contract states otherwise:

• Prices are stated in U.S. dollars.
• Payment is due within the timeframe stated in the Contract.
• Payment is made by electronic funds transfer to the bank account we specify.
• Late payments may accrue interest at the maximum rate permitted by applicable law.
• We may withhold Delivery of any Lot for which payment is overdue.

For Producers, we pay the agreed purchase price within the timeframe stated in the Contract, subject to receipt of the Lot in the grade and condition represented. We reserve the right to adjust the purchase price if the Lot, on final grading, differs materially from the description on which the price was based.

8. Delivery and Risk of Loss

Delivery terms are stated in each Contract and may follow Incoterms or other agreed conventions. Unless the Contract states otherwise:

• Risk of loss passes to the Buyer upon Delivery at the agreed destination.
• Title passes upon full payment, unless the Contract states otherwise.
• For live animals, risk of loss includes mortality and injury during transport, and is allocated as stated in the Contract.
• For biologicals and sensitive commodities, handling and temperature requirements are as stated in the Contract.

We coordinate transport as a service to the Trade, but we are not a common carrier. Force majeure events affecting transport are addressed in Section 14.

9. Regulated Commodities

For Regulated Commodities — including tobacco, leaf tobacco, cannabis, and marijuana — the following additional terms apply:

• The Producer warrants that the Lot was produced, handled, and stored in compliance with all applicable licensing and regulatory requirements.
• The Buyer warrants that it holds all licenses and permits required to receive, possess, process, or transport the Lot in its jurisdiction.
• We will not complete a Trade in a Regulated Commodity if either party cannot demonstrate the required licensing.
• Documentation for Regulated Commodities is part of the Trade record and is retained for the period required by the relevant authority.

We reserve the right to decline to trade in any Regulated Commodity where the regulatory or legal environment creates undue risk to our business.

10. Live Animals and Biologicals

For live chicks, bees, bovine semen, and other live biologicals, the following additional terms apply:

• The Producer warrants that the Lot is accompanied by all required health certificates, origin documentation, and handling records.
• Timing of Delivery is critical for live commodities, and the parties agree to coordinate closely on scheduling.
• Mortality, injury, or loss of viability during transport is allocated as stated in the Contract; absent such terms, risk passes at loading unless we arrange transport, in which case risk passes at Delivery.
• For bovine semen and similar biologicals, handling and storage conditions (including temperature) are as stated in the Contract, and failure to maintain those conditions may void the grade representation.

11. Intellectual Property

All content on our website — including text, graphics, logos, and design — is the property of Black Opal Livestock LLC or its licensors and is protected by intellectual property laws. You may not reproduce, distribute, or create derivative works from our website content without our written permission.

Trademarks, variety names, and certification marks referenced in connection with a Lot remain the property of their respective owners. We do not grant any right to use such marks except as necessary to complete a Trade.

12. Confidentiality

Each party agrees to keep confidential the pricing, terms, and material conditions of any Trade, except where disclosure is required by law, by a regulator, or by an auditor. This obligation survives the completion of the Trade and the termination of any Contract.

Information that is already public, independently developed, or rightfully received from a third party without breach of confidentiality is not subject to this obligation.

13. Warranties and Disclaimers

We warrant that the Lots we sell conform to the grade, weight, and condition stated in the Contract, subject to the natural variation described in Section 6. To the extent a Lot fails to conform, the Buyer's remedy is limited to renegotiation of the price, replacement of the Lot, or refund of the purchase price — at our option.

Except as expressly stated in a Contract or in these Terms, we disclaim all other warranties — express, implied, or statutory — including warranties of merchantability, fitness for a particular purpose, and non-infringement. Agricultural commodities are natural products, and no warranty is made as to their performance in any downstream process except as stated in the Contract.

14. Force Majeure

Neither party is liable for failure to perform under a Contract where the failure is caused by an event beyond the party's reasonable control, including:

• Natural events: drought, flood, freeze, storm, fire, or disease outbreak affecting livestock or crops.
• Transport disruptions: rail embargoes, truck shortages, fuel shortages, or closure of transport corridors.
• Regulatory actions: quarantine, embargo, recall, or change in law affecting the Commodity.
• Market disruptions: exchange closures, payment system failures, or declaration of market emergency.
• Other events: war, civil disturbance, strike, government action, or public health emergency.

The affected party must give prompt notice and use reasonable efforts to resume performance. If the event continues for more than 30 days, either party may cancel the affected Contract without liability, with payment for any Lot already Delivered.

15. Limitation of Liability

To the maximum extent permitted by law, our total liability under any Trade or under these Terms is limited to the purchase price of the Lot that is the subject of the claim. We are not liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, lost production, or downstream processing losses, except where such exclusion is not permitted by applicable law.

This limitation applies even if we have been advised of the possibility of such damages. It does not apply to liability that cannot be limited by law — such as liability for fraud or willful misconduct.

16. Indemnification

Each party agrees to indemnify and hold harmless the other party from claims arising out of its own breach of these Terms, its own misrepresentation, or its own failure to comply with applicable agricultural, veterinary, or regulatory requirements. This indemnity survives the completion of the Trade.

17. Governing Law and Dispute Resolution

These Terms and any Contract are governed by the laws of the State of Wyoming, United States, without regard to conflict-of-laws principles. The parties submit to the jurisdiction of the courts of Wyoming for any dispute that is not resolved by agreement or arbitration.

Before litigation, the parties agree to attempt good-faith resolution through negotiation. If the dispute is not resolved within 30 days, either party may initiate arbitration under the rules of a mutually agreed arbitration body, or file suit in a court of competent jurisdiction in Wyoming.

18. Termination

A Contract terminates upon full performance — Delivery and payment — by both parties. Either party may terminate a Trade before Delivery if the other party materially breaches these Terms or the Contract and fails to cure the breach within a reasonable time. Provisions that by their nature survive — including confidentiality, dispute resolution, and indemnity — remain in effect after termination.

19. Third-Party Links and References

Our website may reference or link to third-party websites, grain exchanges, auction market listings, or regulatory agencies. We are not responsible for the content, accuracy, or availability of those third-party resources, and we make no warranty regarding them.

20. Entire Agreement

These Terms, together with any Contract executed for a specific Trade, constitute the entire agreement between the parties regarding that Trade and supersede all prior discussions, quotations, and communications. If any provision of these Terms is found unenforceable, the remaining provisions remain in full force.

21. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will update the "Effective Date" at the top of these Terms and, where appropriate, provide notice on our website. The version of these Terms in effect at the time of a Trade governs that Trade.

22. Contact Us

If you have questions about these Terms, about a Trade, or about any other aspect of our business, please contact us:

• Company: Black Opal Livestock LLC
• Address: 2508 INA AVE CODY, 82414, United States
• Email: support@blackop.shop
• Phone: +1 224 482 4295