GENERAL CONDITIONS OF SALE
1. General: Unless otherwise agreed in writing, all contracts for the sale of stock by MQL will be governed by these conditions and the Livestock Conditions of Sale and Purchase set out below with any conflict being resolved in favour of these Conditions. Any qualification or addition to the Conditions will not apply unless expressly accepted by MQL in writing.
2. Representations: It is hereby agreed that no representation made by MQL or its agents shall be enforceable unless specifically included or referred to in the Order or otherwise specifically agreed between the parties in writing to be a term of the Contract.
3. Price and Payment:
3.1. Except where otherwise agreed in writing, the price to be paid shall be MQL's price for the relevant category of stock ruling on the day of the sale or purchase.
3.2. The price shall be due and payable ten to eighteen days after delivery of stock.
3.3. MQL reserves the right to charge interest at a rate of 2% per month on the balance outstanding on the last day of each calendar month, on the amount from time to time outstanding from the Buyer to MQL.
3.4. MQL's prices (including delivery charges) are quoted exclusive of VAT where applicable.
3.5. MQL reserves the right to set off any amounts owed to MQL by the Buyer against any amounts owed to the Buyer by MQL.
4. Delivery and Passing of Risk:
4.1. Risk passes to the Buyer on delivery.
4.2. Unless otherwise agreed delivery will be made to the Buyer’s premises and a delivery charge levied.
5. Force Majeure: If default in the performance of any obligation on the part of MQL under this Contract is unavoidably caused by loss of possession of land or industrial action or restrictions imposed by any government authority, whether at local, national or European Community level, or disease or weather conditions or fire or flood or act of God or any other occurrence which MQL is unable to prevent by taking reasonable measures and MQL gives the Buyer written notice thereof as soon as is reasonably practicable after the occurrence, then MQL shall not be liable for any loss, damage or injury occasioned to the buyer by the default.
6. Retention of Title:
6.1. Property in the stock supplied shall not pass to the Buyer until payment is made in full of the price together with any value added tax thereon and where payment has been made by cheque, the property shall not pass until any cheque received by MQL, in settlement, has been honoured.
6.2. Where the stock supplied under the Contract is slaughtered or becomes intermixed with other stock or goods, the equitable and beneficial ownership of MQL in the stock supplied shall extend to the aggregate products unless property has passed in the stock before it has been slaughtered or intermixed.
6.3. Where stock supplied to the Buyer is sold by him or intermixed with other stock or goods and then sold before property in the stock has passed under paragraph 6.1 of this Clause such sale shall be as agent for and on behalf of MQL and the beneficial entitlement of MQL shall attach to the proceeds of sale.
6.4. The Buyer shall hold all stock supplied under this Contract as bailee for MQL until such time as property in the stock passes under paragraph 6.1 or 6.3 of this Clause.
6.5. Until such time as property has passed under either paragraph 6.1 or 6.3 of this Clause, the Buyer shall ensure that the stock is clearly identifiable and if so required by MQL, shall hold the stock in a place separate from other stock he may have and where stock has been slaughtered and inter-mixed, the provisions of this paragraph shall, if relevant, apply to the aggregate products.
7. Liability
7.1. For injury and damage:
7.1.1. MQL accepts liability for the death of or injury to any person resulting from its negligence or that of its servants in the execution of the Contract.
7.1.2. MQL will indemnify the Buyer:
7.1.2.1.Against damage to property whether of the Buyer or any third party directly or indirectly resulting from MQL's negligence or that of its servant in the execution of the Contract or as a result of its breach of Contract.
7.1.2.2.Against liability in respect of the death of or injury to any person which is not caused in the circumstances referred to in condition 7.1.1 hereof but which results directly from MQL's breach of Contract. Provided that in either case MQL's total liability shall not exceed one million pounds.
7.2. Death of stock MQL shall make every endeavour to supply fit and healthy stock, but should it show signs of distress or symptoms of disease, MQL or its representative must be notified by noon of the day following delivery, when allowance will be made in full should the animal subsequently die within 7 days from the causes evidenced by such signs or symptoms provided that:
7.2.1. The animal in question was isolated immediately and all reasonable efforts were made to aid its recovery.
7.2.2. The proper identity of the animal was given at the time of notifying MQL and
7.2.3. MQL receives a certificate from a qualified veterinary officer stating the cause of death. MQL reserves the right to obtain a second opinion from an independent veterinary officer employed by the Minister of Agriculture.
7.3. Consequential loss: Notwithstanding anything hereinbefore contained, MQL shall not be liable under any circumstances for any consequential loss. Save as specifically hereinbefore mentioned MQL's liability to the Buyer in respect of any claim will be limited to the purchase price payable by the Buyer to MQL for the stock the subject of the claim.
8. Weights: Where the price of stock is to be calculated by weight then MQL shall be responsible for weighing and the Buyer shall accept as the basis for payment MQL's statement of the weight of stock at the time of departure from Calf Collection Centre or the farm of origin.
9. Quantity: Whilst every effort will be made to despatch the number of animals ordered, MQL cannot guarantee that sufficient numbers of animals will be available from the producer’s farm on the date of sale. If a lesser number of animals than that ordered is delivered or if none are available, the order or the remainder of the order as the case may be, will be delivered to the Buyer as soon as possible thereafter and no additional delivery charge will be made, but the Buyer shall not be entitled to any damages or compensation arising out of such failure to delivery or short delivery.
10. Severance: If at any time any one or more of the provisions of these Conditions become or are held to be invalid, illegal or unenforceable in any respect under any law, the validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
11. Arbitration: All disputes arising in connection with the Contract between MQL and the Buyer shall be finally settled by a single arbitrator appointed on the application of either MQL or the Buyer by the President of the National Farmers’ Union or his authorised representative.
LIVESTOCK CONDITIONS OF SALE AND PURCHASE
General
1) Except as otherwise agreed in writing, the following conditions apply to any sale of livestock where MQL is either the seller or the buyer.
2) In these conditions a reference to:-
a) a veterinary surgeon’s certificate shall be a reference to a certificate of a veterinary surgeon obtained at the expense of the buyer to the effect that the defect or state of affairs to found a claim for a breach of the seller’s obligation under that condition exists and, where appropriate, has not been substantially caused by circumstances arising after the delivery of the animal to the buyer;
b) a time limit shall be the time limit or appropriate time limit stated in that condition;
c) the cost of keep shall be the notional cost of keeping an animal while it is in the possession of the buyer in accordance with MQL's table of such costs for the time being in force (a copy of which will be supplied on request);
d) an independent arbitrator is one who shall be appointed in the absence of agreement by the President for the time being of the National Farmers’ Union on the application of the buyer and whose fees shall, in the absence of any direction by him, be paid by the buyer and seller in equal shares.
3) A breach by the seller of any of his obligations under a sale to which these conditions apply:-
a) in relation to one or more but not all of the animals comprised in the sale shall not entitle the buyer to reject to claim any compensation in respect of the remainder; and
b) where a remedy is specified in these conditions for such breach, shall entitle the buyer to that remedy to the exclusions, so far as the law allows, of any other right or remedy and, in particular, the seller will incur no liability to the buyer for any consequential or economic loss of the buyer howsoever arising.
4) Where the remedies available to the buyer under these conditions include the right to return an animal and claim a refund of the purchase price, that right shall only be available if the animal can be returned in no materially worse condition than it was when delivered to the buyer (disregarding any normal development of any condition present at the time of such delivery) and any dispute in relation to this condition shall be referred to an independent arbitrator.
Seller’s Warranties and Obligations
5) An animal described as running with the bull will be sold as pregnant or barren as the case may be. Subject as aforesaid, unless otherwise stated, an animal will be sold as barren.
6) An animal sold as pregnant with a calving, lambing or farrowing date is warranted to calve within twenty one days of that date.
7) An animal sold as pregnant by a specified breed is warranted to be pregnant by that breed.
8) A bull, ram or boar sold as a breeding animal is warranted to be a stock-getter but only if it is over twelve months old at date of delivery.
9) It shall be treated as a breach of warranty in the case of a bull, ram or boar sold as pedigree if the seller is unable to deliver with the animal the appropriate certificate of pedigree.
10) Unless otherwise stated, an animal is warranted as right and straight, viz. sound and free from any defect having a material adverse effect on the animal.
11) Unless otherwise stated, an animal is warranted free from ear mutilations which would adversely affect future grant or subsidy.
12) It shall be treated as breach of warranty if a bovine animal is not properly ear tagged or if a seller is unable to deliver with a batch of animals an accurate list of the tags.
13) Unless otherwise stated, an animal is warranted as not having received any veterinary or medicinal treatment of which the seller is aware during the period of ten days prior to its sale and purchase.
Buyer’s Remedies for breach of Warranty or Obligation
14) Where an animal sold as barren proves to be pregnant, the buyer shall be entitled by written notice given to the seller with a veterinary surgeon’s certificate within the time limit to elect either:-
a) to return the animal (and any progeny) to the seller at the seller’s cost and be refunded the purchase price and the cost of keep; or
b) to retain the animal (and any progeny) and be refunded one third of the purchase price.
Time limit: Cattle - 20 weeks of delivery.
15) Where an animal sold as pregnant proves to be barren, or where there is a breach of the warranty in condition 6 (calving dates), the buyer shall be entitled by written notice given to the seller with a veterinary surgeon’s certificate within the time limit to elect either:-
a) to return the animal (and any progeny) to the seller at the seller’s cost and be refunded the purchase price and the cost of keep; or
b) to retain the animal (and any progeny) and be refunded one third of the purchase price.
Time Limit: 45 days of delivery.
16) Where there is a breach of the warranty contained in Condition 7 (pregnancy by a specified breed), the buyer shall be entitled by written notice given to the seller with a veterinary surgeon’s certificate within the time limit to be paid the amount of any reduction in the value of the progeny which amount, if not agreed, shall be determined by an independent arbitrator.
Time Limit: 10 days after birth of progeny
17) Where there is breach of the warranty contained in Condition 8 (breeding animals), the buyer shall be entitled by written notice given to the seller with a veterinary surgeon’s certificate within the time limit to elect either:-
a) to return the animal to the seller at the seller’s cost and be refunded the purchase price and the cost of keep; or
b) to have the animal slaughtered by MQL and be refunded the difference between the purchase price and the cost of keep on the one hand and the slaughter value (if less) on the other
Time Limit: 2 months of delivery
18) Where these is a breach of warranty contained in Condition 9 (Pedigree certificate), and the seller fails, after receiving a written request from the buyer, to remedy the breach promptly, the buyer shall be entitled by written notice given to the seller within the time limit to elect either:-
a) to return the animal to the seller at the seller’s cost and be refunded the purchase price and the cost of keep; or
b) to retain the animal and be refunded one fifth of the purchase price.
Time Limit: 1 month of delivery
19) Where there is breach of the warranty contained in Condition 10 (animal to be right and straight), the buyer shall be entitled by written notice given to the seller with a veterinary surgeon’s certificate within the time limit to elect either:-
a) to return the animal to the seller at the seller’s cost and be refunded the purchase price and the cost of keep; or
b) to retain the animal and be refunded one third of the purchase price.
Time Limit: 7 days of delivery
20) Where there is a breach of the warranty contained in Condition 11 (ear mutilations), the buyer shall be entitled by written notice given to the seller with a veterinary surgeon’s certificate within the time limit to compensation for the loss or anticipated loss of grant or subsidy, the amount of which compensation, if not agreed, shall be determined by an independent arbitrator.
Time Limit: 10 days of delivery
21) Where there is a breach of the warranty contained in Condition 12 (ear tagging and listing), the buyer shall be entitled by written notice to the seller within the time limit to compensation for the cost of tagging the animals or reading and listing the tags, which compensation, if not agreed, shall be determined by an independent arbitrator.
Time Limit: 10 days of delivery
22) Where an animal sold as castrated proves not to have been effectively castrated, the buyer shall be entitled by written notice given to the seller with a veterinary surgeon’s certificate within the time limit to a refund of 10% of the purchase price.
Time Limit: 14 days of delivery. | 