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Standard Conditions of Sale

BREEDR STANDARD CONDITIONS OF SALE FOR LIVESTOCK

  1. Interpretation
    1. Definitions:
      1. Breedr” Breedr Limited, which owns and operates the Breedr platform.
      2. “Breedr Guarantee” Breedr’s buyer assurance and protection scheme, full terms of which are available from here.
      3. “Buyer” the person who purchases the Livestock from the Seller, who is named on the Sale Particulars.
      4. “Contract” the contract between the Seller and the Buyer for the sale and purchase of the Livestock in accordance with these Conditions.
      5. “Livestock” the livestock (or any part of them) set out in the Sale Particulars.
      6. “Sale Particulars” the particulars of sale shown on the screen within the Breedr platform which confirms, amongst other things, the details of the Livestock to be bought and sold by the Buyer and Seller. The information in the Sale Particulars constitutes the terms of the offer made by the Seller to sell the Livestock to the Buyer. The most recent version of the Sale Particulars is incorporated into the Contract.
      7. “Seller” the seller of the Livestock, who is named in the Sale Particulars.
      8. “Unsoundness” any condition, state or formation which, in the opinion of a Veterinary Surgeon, constitutes a departure from the normal physical condition of a healthy animal.
      9. “Veterinary Surgeon” a Member of the Royal College of Veterinary Surgeons with not less than five years’ post-qualification experience of dealing with the class of animals concerned or, in the case of a veterinary surgeon who is not UK-trained, one who holds a similar qualification from the country where they qualified.
      10. “Veterinary Surgeon’s Certificate” a certificate signed by a Veterinary Surgeon setting out the ear tag number or other identifying mark(s) of the animal to which it refers and confirming the existence or facts or circumstances or stating an opinion including any particular fact, circumstance or opinion required by these Conditions.
      11. “Warranty Notice Period” the time limit for the Buyer to notify the Seller of a breach of warranty. Unless a specific Warranty Notice Period is specified in the Schedule, the default Warranty Notice Period shall apply in accordance with paragraph 2.1 of the Schedule.
      12. “Warranty Period” for each of the Seller’s warranties given in the Schedule, the duration of that warranty. Unless a specific Warranty Period is specified in the Schedule, the default Warranty Period in paragraph 2.1 of the Schedule shall apply.
    2. Interpretation:
      1. any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
      2. a reference to “writing” or “written” includes emails.
  2. Basis of contract
    1. Exclusion of other terms. These Conditions apply to the Contract to the exclusion of any other terms that the parties seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, except as permitted by clause 4.1 (Delivery negotiations).
    2. Accuracy of information. Each party must ensure that information they submit to the Breedr platform is complete and accurate.
    3. Contract creation. The Seller’s listing of livestock on the Breedr platform is an invitation to treat. The Buyer’ offer is an offer to purchase the Livestock in accordance with these Conditions and, if accepted, the resulting contract shall be concluded using the Breedr platform. The Buyer’s offer shall only be deemed to be accepted when the Seller clicks to accepts the offer through the Breedr platform, at which point the Contract shall come into existence.
    4. Capacity. Each party warrants that they have legal authority to enter into the Contract.
  3. Livestock
    1. Nature of the Livestock. The Livestock are of the number, type and descriptions stated in the Sale Particulars.
    2. Weight. The weight of the Livestock must be verified by the haulier driving over a public weighbridge on route to the Buyer.
    3. Changes. Any change to the offered Livestock’s information must be notified to the Buyer immediately using the Breedr platform.
    4. Title warranty. The Seller warrants that it is the owner of the Livestock and is capable of transferring title in the Livestock to the Buyer under the terms of the Contract. This warranty is not limited by a Warranty Period or Warranty Notice Period, except to the extent one is implied by law.
  4. Delivery
    1. Delivery negotiations. The Buyer and Seller will agree practical arrangements for the delivery of the Livestock between themselves following the creation of the Contract (see clause 2.3 (Contract creation)). In the event of a dispute between the delivery terms purportedly agreed between the Buyer and the Seller, and these Conditions, these Conditions shall prevail unless the parties have expressly agreed otherwise in writing.
    2. Completion of delivery. Delivery is completed:
      1. if the Seller, or their representative, is delivering the Livestock, when the Livestock have been unloaded at the agreed delivery location; or
      2. if the Buyer, or their representative, is collecting the Livestock, when the Livestock have been loaded at the collection location.
    3. Exclusions of liability for late delivery. The Seller shall not be liable for any delay in delivery of any Livestock that is caused by:
      1. a Force Majeure Event, as defined in clause 10 (Force majeure); or
      2. the Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Livestock.
  5. Warranties
    1. Warranties. The Seller warrants that the Livestock will comply with the warranties set out in the Schedule during the applicable Warranty Periods.
    2. Warranty exclusions. The Seller shall not be liable for the Livestock’s failure to comply with the warranties referred to in clause 5.1 in any of the following events:
      1. the breach of warranty resulted from the Livestock being handled or transported by the Buyer or its representative other than with reasonable care and skill and using industry-standard techniques and equipment; or
      2. if the Livestock comprise any animal that is segregated from other animals for the purpose of preserving its health, and the Buyer allows that animal to come into contact with other animals which are non-accredited in any way which would allow the animal to lose its health status accreditation.
    3. Exclusion of other remedies. The Seller shall have no liability to the Buyer for the Livestock’s failure to comply with the warranties set out in clause 5.1 except as provided in clause 6 (Breach of warranty procedure).
    4. Exclusion of implied terms. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
  6. Breedr Guarantee
    1. If the Contract is covered by the Breedr Guarantee then both parties agree to comply with the terms of the Breedr Guarantee as at the date of the Contract. If the terms of the Breedr Guarantee conflict with these conditions of sale then the Breedr Guarantee will take precedence In particular:
      1. under the Breedr Guarantee the Buyer may be entitled to a refund of the purchase price or part thereof which Breedr shall action without further authorisation from the Seller; and
      2. additional charges may be payable by the Buyer and/or Seller. For example, weighbridge charges for independent weighing of the Livestock.
  7. breach of warranty procedure
    1. Non-supply. If:
      1. the Seller does not make meaningful efforts to attempt to arrange delivery of the Livestock within two days of the Buyer making payment; or
      2. the Seller fails to supply the Livestock on the date agreed between the parties,
      then the Buyer may raise a dispute through the Breedr platform and can terminate the Contract by giving notice to Breedr who will notify the Seller in writing of the termination.
    2. General remedy. Subject to clause 5.2 (Warranty exclusions), clause 6.4 (Specific remedies) and clause 6.5 (Veterinary Surgeon’s Certificate), if the Buyer gives notice to Breedr (on behalf of the Seller) within the relevant Warranty Notice Period that some or all of the Livestock do not comply with a warranty set out in the Schedule then:
      1. the Buyer and the Seller may agree in writing an adjustment to the price of the defective Livestock, or:
      2. as applicable:
        1. if the Buyer has not accepted delivery of the Livestock, it may reject the defective Livestock; or
        2. if the Buyer has already accepted delivery of the Livestock, it may return the defective Livestock to the Seller as soon as practicable, allowing for any necessary regulatory requirements,
        3. and if the Seller has already received payment for the defective Livestock the Buyer is returning then the Seller shall refund 100% of the price of the defective Livestock within five days from the animals’ return, plus (as applicable):
        4. the original delivery charges for those Livestock, or a reasonable proportion thereof if not all Livestock in that delivery are rejected/returned;
        5. the Buyer’s reasonable cost of keep for those Livestock up to the date they are returned;
        6. the Buyer’s reasonable costs in returning those Livestock; and
        7. the Buyer’s expense obtaining Veterinary Surgeon’s Certificates which demonstrate the breach of warranty.
    3. Return of funds by Breedr. If the Seller must return the price of defective Livestock in accordance with clause 6.2 but the funds are currently held by Breedr then Breedr is holding them on the Buyer’s behalf and may return them to the Buyer in accordance with these Conditions.
    4. Specific remedies. If the Schedule states that a specific remedy is available to the Buyer for the Seller’s breach of a particular warranty then (unless otherwise stated) the Buyer may only exercise that specific remedy and not the general remedy in clause 6.2.
    5. Veterinary Surgeon’s Certificate. If the Schedule specifies that a Veterinary Surgeon’s Certificate is required to demonstrate a breach of warranty then the Seller shall be entitled to request one from the Buyer within five days of receiving notice of the Buyer’s claim. The Seller need not refund the Buyer under clause 6.2 (General remedy) or provide a specific remedy in accordance with clause 6.4 (Specific remedies) until the requested Veterinary Surgeon’s Certificate has been received. After receiving a copy of the Veterinary Surgeon’s Certificate:
      1. if the Seller disputes the breach of warranty claim then it shall notify the Buyer within five days of receiving the Veterinary Surgeon’s Certificate and the procedure in clause 11 (Dispute resolution) will apply; but
      2. if the Seller does not notify the Buyer that it wishes to dispute the breach of warranty claim within five days of receiving the Veterinary Surgeon’s Certificate then it shall be deemed to have accepted the claim.
    6. Unauthorised returns. If the Buyer returns any Livestock except as permitted by these Conditions, it shall pay the Seller all costs, expenses and losses which the Seller incurs as a result.
  8. Title and risk
    The risk and title in the Livestock shall pass to the Buyer on completion of delivery in accordance with clause 4.2 (Completion of delivery).
  9. Price and payment
    1. Price. The price of the Livestock shall be the price set out in the Sale Particulars. The price of the Livestock excludes:
      1. the costs and charges for transporting the Livestock, which shall be agreed between the parties in accordance with clause 4.1 (Delivery negotiations); and
      2. any commission or similar payment which a party may be obliged to pay to Breedr under Breedr’s terms and conditions.
    2. Invoicing. Breedr, acting as the Seller’s agent, shall invoice the Buyer for the Livestock on conclusion of the sale on the Breedr platform. The Buyer shall pay said invoice in full and in cleared funds within 2 days to an account nominated by Breedr who shall hold those funds on behalf of the Buyer until delivery is confirmed. Time for payment is of the essence.
    3. Payment. The parties acknowledge that, subject to any provision of these Conditions which requires Breedr to return the purchase price to the Buyer, Breedr will transfer the purchase price to the Seller after deduction of its service fee and associated VAT due under Breedr’s terms and conditions. Payment will be made to the Seller’s nominated bank account after the Buyer confirms Delivery.
    4. No set-off. The Buyer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding which is required by law).
  10. Termination
    1. Mutual termination rights. Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other if:
      1. the parties fail to arrange delivery in accordance with clause 4.1 (Delivery negotiations) within 7 days of the Contract taking effect;
      2. the other party takes any step or action in connection with it entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
      3. the other party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business.
    2. Termination for non-payment. Without limiting its other rights or remedies, the Seller may terminate the Contract with immediate effect by instructing Breedr to give notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment.
    3. Consequences of termination. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
  11. Force majeure
    Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from an event outside of its reasonable control (a “Force Majeure Event”). If the period of delay or non-performance continues for two weeks, the party not affected may terminate the Contract by giving three days’ written notice to the affected party.
  12. Dispute resolution
    1. Adjudication procedure. If the Seller disputes the Buyer’s claim for a breach of warranty then the parties authorise Breedr to refer the claim to a suitably qualified rural land or livestock agent on their behalves, for adjudication. The decision of the adjudicator, who shall act as an independent expert and not an arbitrator, shall be final. The adjudicator may carry out such examinations and trial on the Livestock as the adjudicator, in their sole discretion, considers necessary or desirable for determining the dispute. The decision of the adjudicator on any matter referred to them, shall be final and binding on both Seller and Buyer. If either the Seller or Buyer requests in writing within 14 days after the adjudicator’s decision, the adjudicator shall within 21 days after receiving the request put the decision in writing and send a copy to each of the parties.
    2. Liability for adjudicator’s fees. The party against whom any decision is given shall pay all reasonable expenses incurred by the adjudicator in connection with it, including the costs of any examination or enquiry and the fees of any person appointed by the adjudicator to give any decision or to make any examination, trial or enquiry.
  13. Dispute resolution
    1. Adjudication procedure. If the Seller disputes the Buyer’s claim for a breach of warranty then the parties authorise Breedr to refer the claim to a suitably qualified rural land or livestock agent on their behalves, for adjudication. The decision of the adjudicator, who shall act as an independent expert and not an arbitrator, shall be final. The adjudicator may carry out such examinations and trial on the Livestock as the adjudicator, in their sole discretion, considers necessary or desirable for determining the dispute. The decision of the adjudicator on any matter referred to them, shall be final and binding on both Seller and Buyer. If either the Seller or Buyer requests in writing within 14 days after the adjudicator’s decision, the adjudicator shall within 21 days after receiving the request put the decision in writing and send a copy to each of the parties.
    2. Liability for adjudicator’s fees. The party against whom any decision is given shall pay all reasonable expenses incurred by the adjudicator in connection with it, including the costs of any examination or enquiry and the fees of any person appointed by the adjudicator to give any decision or to make any examination, trial or enquiry.
  14. General
    1. Assignment and other dealings. Neither party may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the other party’s prior written consent.
    2. Entire agreement.
      1. The Contract, which incorporates the parties’ delivery arrangements negotiated in accordance with clause 4.1 (Delivery negotiations), constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
      2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
    3. Variation. Subject to clause 4.1 (Delivery negotiations), no variation of the Contract or these Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    4. Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    5. Third party rights. No one other than a party to the Contract shall have any right to enforce any of its terms. For the avoidance of doubt, Breedr shall have no liability to either party under the Contract.
    6. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. If, and to the extent that, these Conditions are inconsistent with local agricultural law or regulation then the latter shall prevail.
    7. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Schedule

  1. Definitions. In this Schedule the below terms shall have the following meanings:
    1. “Calf” a bovine animal under the age of 56 days.
    2. “DEFRA” The Department for Environment Food and Rural Affairs or (as the case may be) the Welsh Office Agricultural Department or any substitute department for either.
    3. “In Calf” an In Calf Cow or Heifer warranted by the Seller to calve a fully developed Calf within a given number of days whose sale complies with the then current regulations issued by DEFRA for such animals to be offered for sale.
    4. “Heifer” any female bovine animal which has not previously given birth to a Calf, including a young cow which has not reached the end of her first natural lactation.
  2. Warranty Period and Warranty Notice Period
    1. Unless a different period is stated in this Schedule:
      1. the Warranty Period for each warranty in this Schedule shall be 24 hours from the end of the day on which the Livestock were delivered; and
      2. the Warranty Notice Period for each warranty in this Schedule shall be 24 hours from the end of the applicable Warranty Period.
    2. In order to raise a warranty claim, the Buyer must give notice of that claim to Breedr before the end of the Warranty Notice Period.
  3. Warranties for all animals:
    1. The Seller warrants that each animal will:
      1. materially conform with their description and any applicable specification;
      2. be accurately tagged; and
      3. have, and be supplied with, accurate and up-to-date animal passports and any other documentation required by law.
    2. The Seller warrants that an individual animal will not be underweight by more than 2% of their weight stated in the Sales Particulars. If the parties agree that the animals shall be weighed collectively (e.g. at a weighbridge) then this warranty is instead that the animals’ collective weight will not be less than 2% of the weight stated in the Sales Particulars.
    3. The Seller warrants that, unless otherwise stated in the Sale Particulars, any animals which have been treated by any medicine has completed the withdrawal period of that medicine recommended by its manufacturer. A Veterinary Surgeon’s Certificate is required to demonstrate a breach of this warranty.
    4. The Seller warrants that each animal was born in the UK and has not been brought into any part of the United Kingdom from any place outside of the United Kingdom.
  4. Warranties for store, dairy and beef breeding cattle:
    1. The Seller warrants that each animal is free from any Unsoundness in respect of eyes, teeth, legs and feet or any visible defect.
    2. The Seller warrants that each animal is free from Johne’s disease which is detectable by sight or touch.
    3. The Seller warrants that each animal is free from any Unsoundness except in respect of eyes, teeth, legs and feet or any visible defect and except for Johne’s disease which is detectable by sight or touch.
  5. Warranty for all cattle sold for slaughter:
    1. The Seller warrants that each animal is free from any visible injury, visible physical defect or external malformation.
  6. Warranty for castrated cattle:
    1. The Seller warrants that, unless stated to the contrary in the Sale Particulars, any male cattle not expressly sold as bulls has: (1) been castrated; and (2) has not been imperfectly castrated.
  7. Warranty for cows and Heifers sold as In Calf
    The Seller warrants that a cow or Heifer described for sale as In Calf will calve a fully developed Calf within the given number of days stated and that the sale of such animal is compliant with the then current regulations issued by DEFRA for such animal to be offered for sale. The Warranty Period for this warranty is thirty eight days. The Warranty Notice Period is the Warranty Period plus six days. A Veterinary Surgeon’s Certificate is required to demonstrate a breach of this warranty.
    1. No animal shall be described as In Calf unless first verified by a scan. The Seller must provide the Buyer on request the scanner certificate showing the identity, date of scan and predicted calving date of each cow or Heifer described for sale as In Calf.
    2. Specific remedies apply if:
      1. the animal calves a prematurely born Calf within the calving period stated in the Sale Particulars and within five days after the date of such premature calving the Buyer gives written notice to the Seller supported by a Veterinary Surgeon’s Certificate confirming the premature calving and its date, then at the option of the Buyer either: (1) the Buyer may return the animal and any progeny to the Seller at the Seller’s cost and be refunded the purchase price and be paid liquidated damages for cost of upkeep calculated at (a) £1.00 per day between and including 1 May and 30 September, and (b) £2.00 per day per animal between and including 1 October and 30 April; or (2) the Seller shall pay to the Buyer as liquidated damages a sum equal to 33.33% of the purchase price; or
      2. the animal does not calve until after the calving period stated in the Sale Particulars, whether the Calf shall be prematurely born or not, then the Buyer shall not be entitled to return the animal to the Seller but, if within five days after the date of calving the Buyer gives written notice to the Seller of the date on which such calving took place supported by a Veterinary Surgeon’s Certificate confirming the date of calving and that the calf is a normal Calf, the Seller shall pay to the Buyer liquidated damages for each day between the 14th day after the Due Date and the actual day of calving, calculated as follows: (1) £1.00 per day between and including 1 May and 30 September, and (2) £2.00 per day between and including 1 October and 30 April; or
      3. the animal has not calved within 42 days of the day of sale then the Buyer shall not be entitled to return the animal to the Seller but, if within 47 days after the day of sale the Buyer gives written notice to the Seller supported by a Veterinary Surgeon’s Certificate confirming that the animal is carrying a mummified Calf then the Seller shall pay to the Buyer as liquidated damages an amount calculated as follows: (1) for an animal stated to calve in the period between and including 1 April and 30 September, a sum equal to 10% of the purchase price; or (2) for an animal stated to calve in the period between and including 1 October and 31 March, a sum equal to 15% of the purchase price.
  8. Warranty for animals sold as ’having run with a bull’:
    1. Where a cow or Heifer is sold as ‘having run with a bull’ no warranty as to the animal being In Calf at the time of sale is given.
  9. Warranty for suckler cows
    1. The Seller warrants that any cow or Heifer described as suckling a Calf: (1) suckles that Calf in a natural manner; (2) that the Calf was born to that cow and has not been fostered on to her; and (3) unless stated to the contrary: (i) is correct in the udder; (ii) is not infected with clinical mastitis; (iii) does not suck on any other animal; and (iv) does not suck herself.
  10. The Warranty Period for 9(1) above is five days and the Warranty Notice Period is the Warranty Period plus six days. A Veterinary Surgeon’s Certificate is required to demonstrate a breach of this warranty.
  • Warranties for stock bulls: The Seller warrants that any bull 10 months old or over sold as a stock bull is capable of natural service. For the avoidance of doubt, if the Buyer obtains viable semen from the bull for use by artificial insemination he shall not be entitled to any claim against the Seller for breach of warranty.
    The Warranty Period for this warranty is 16 weeks. The Warranty Notice Period is the Warranty Period plus six days.
    Notice of a claim under this warranty must be supported by a Veterinary Surgeon’s Certificate confirming that: (1) the bull’s inability, incapacity or ineffectiveness is not the result of injury, accident or illness happening after the time of delivery; and (2) the Buyer’s breeding stock are not responsible for the bull’s inability, incapacity or ineffectiveness.