Hectare Agritech Ltd t/a SellMyLivestock Auction Conditions of Sale for Sheep

PLEASE NOTE A BUYER'S PREMIUM OF 2% + VAT WILL BE ADDED TO ALL WINNING BIDS.

Version: British Charollais Sheep Society Limited

 

All Charollais sheep exposed for sale under the auspices of the British Charollais Sheep Society Limited (the Society) are sold subject to and in accordance with the following rules:- 

 

(1) PEDIGREE 

(i) Sales shall be restricted to pedigree sheep only which are the bona-fide property of a member of the British Charollais Sheep Society Limited which have been registered in the Flock Book. 

(ii) The pedigree of each animal is guaranteed to be correct by the person whose name appears as a Vendor in the catalogue.

(iii) Certificates of pedigrees must be lodged with the Society with the sale entry form.

 

 (2) VETERINARY

(i) Animals affected with any disease of an infectious nature are strictly prohibited from being presented for sale.. 

(ii) If a sheep sold at the sale is tested by the buyer for Maedi Visna within thirty days of the sale and is proven positive the Vendor will be responsible for taking the sheep back, paying for all expenses and refunding the full purchase price . 

(iii) All sheep offered at sale must comply with the DEFRA dipping regulations then in force. 

(iv) Ewes and Ewe Lambs which have been the subject of Embryo Transplant Procedures (whether as recipients or donors) and / or artificial insemination or Embryo Collection Procedures shall be so described on the entry form and the sales catalogue. 

(v) Rams and Ram lambs from which semen has at any time been collected shall be so described on the entry form and in the sales catalogue. 

 

(3) CONDITIONS AFFECTING VENDOR AND PURCHASER AND CONDUCT OF THE SALE 

(i) All sheep exposed for the sale are at the risk of the Vendor prior to the sale and must be bona fide property of the Vendor at the time of the sale. All lots are accepted for sale on terms that the Vendor warrants his right to sell the same and undertakes to indemnify SellMyLivestock and the Society against all actions proceedings, claims, demands, costs, charges or expenses to which they may be exposed or which they incur by reason of any defect in title. 

(ii) No substitute animal shall be permitted to be offered for sale.

(iii) Where animals are offered for sale by a person in his own name, but he is in fact acting as Agent, he shall, if so required by SellMyLivestock be bound to disclose the name and address of his principal and in such case both the principal and the Agent shall be jointly and serverally liable under the Contract of sale and any steps authorised by these Conditions or by the general law may be taken against either or both of them. 

(iv) Any person intending to bid for an animal or animals as an Agent shall inform SellMyLivestock of his intentions before the commencement of the sale of such animals and shall, if required disclose, the name and address of his principal. 

(v) Save as provided in condition (viii) below, in all cases, where a person whose bid is accepted is in fact acting as an agent whether or not he has disclosed this fact, he and his principal shall be deemed to be and remain jointly and severally liable on the contract, and no steps taken or proceedings commenced against the principal or the agent shall be deemed to operate as an election discharging the other from liability unless such steps or proceedings result in a final satisfied judgment. 

(vi) Save as aforesaid the agent and his principal shall be deemed to be jointly and severally liable on the contract and any steps authorised by these conditions or the general law may be taken against either or both of them whether the existence or identity of the principal was disclosed or not. 

(vii) Conditions (v) and (vi) above shall not apply if before the commencement of the sale the agent informs SellMyLivestock that he intends to contract as a principal in which case the agent will be deemed to be personally and solely liable on the contracts. 

(viii) The highest bidder shall be declared the Purchaser subject to Rule 

(ix) below and each bid shall exceed the former bid by at least one pound or guinea. SellMyLivestock reserve the right to refuse any bid without giving a reason for doing so. 

(ix) The Vendor has the right to fix a reserve price; which shall be properly notified to SellMyLivestock in writing prior to commencement of the sale. The right to bid by and on behalf of the Vendor in the terms of The Sale of Goods Act 1979 as amended is expressly reserved. 

(x) Each animal forward at the sale must be exposed for sale by auction before any Private sale shall be permitted or recognised by the SellMyLivestock. 

(xi) If a person who has entered a lot for sale sells that lot privately on the day of the sale these conditions shall so far as applicable govern the private sale. 

(xii) In such a case the Vendor or failing him the Purchaser shall book the transaction with SellMyLivestock and the purchase money shall be payable to them in full. 

(xiii) SellMyLivestock reserve the right to change and recover the whole of the commission which would have been payable if the lot had been sold at auction for the price obtained on the private sale and if they exercise the right they should be entitled to deduct commission before accounting to the Vendor. 

(xiv) If a vendor fails to comply with the provisions of paragraph 5 (xii) above he shall be liable to pay the said commission. 

(xv) (a) If a purchaser fails to comply with any of the preceeding Conditions as to the purchase price SellMyLivestock may cause the lot in respect of which failure is made to be re-sold by public or private sale without warranty or reserve and without notice to the purchaser. (b) If upon re-sale as aforesaid a lower price is obtained for any lot than was obtained in the first sale the difference in price together with all costs and charges attending the re-sale shall be a debt from the purchaser in default at the first sale. 

(xvi) Immediately after the purchase of each animal is declared the risk of the animal shall pass to the purchaser but until the price is paid the right of property shall not pass and delivery of the animal shall be suspended.

(xxi) No undertaking by SellMyLivestock or their respective servants to take charge of any animal after the sale or to forward it to its destination shall be held to impose upon the SellMyLivestock any legal obligations or invalidate any of these rules. 

(xxii) No liability whatsoever is undertaken by the SellMyLivestock for the accuracy or otherwise of statements appearing in the catalogue or made at the sale. The Vendor is responsible for such statements and for any error or mis-statement. 

(xxiii) Apart from the guarantees laid down in these rules or specifically given by the vendor in the catalogue animals are sold subject to their conditions and to all faults.

 (xxiv) In the foregoing rules the word “animal” shall be held to include a ewe and lamb when sold together. 

 

(4) FERTILITY GUARANTEES 

 

(a) Rams and Ram Lambs 

 

1. All rams and ram lambs are warranted by the seller capable of natural and effective service within three calender month from the date of the sale. If at the expiry (the male fertility guarantee period) the ram or ram lamb has failed to prove himself capable of natural and effective service and a veterinary surgeon's certificate is lodged within 14 days from the date of expiry of the male fertility guarantee period with the SellMyLivestock specifying that the ram is so incapable and further that the veterinary surgeon has inspected the buyer's breeding ewes and found them to be in normal responsible breeding condition and not in the aforementioned incapacity then the buyer may return the animal to the seller. 

2. The animal shall be deemed incapable of natural and effective service if it fails to make at least one ewe pregnant during the male guarantee period under natural breeding conditions and is so certified as being incapable by veterinary surgeons certificate aforementioned. The Society recommends that the veterinary surgeon follows the “Guidelines on the examination of rams for breeding” and also the “SVS Examination Certficiate” as issued by the sheep Veterinary Society. 

3. The buyer shall throughout the male guarantee period give the animal full and sufficient opportunity to prove that he is capable of natural and effective service. 

4. Ewes which have been "sponged" and or treated with hormone treatment to induce or synchronise ovulation shall not for the purpose of this guarantee be "in normal condition". 

 

(b) Ewes and Ewe Lambs 

 

1. All females offered for sale are warranted not to be in lamb unless otherwise stated in the catalogue at the time of sale.

2.  If within fourteen weeks after the day of the sale a female sheep warranted not in lamb as aforesaid proves to be in lamb and within sixteen weeks after the day of sale the purchaser gives to SellMyLivestock written notice supported by a certificate signed by a veterinary surgeon such female sheep has been proved to have been in lamb then if the sheep lambs naturally at a date which proves it to have been in lamb at the date of sale either the purchaser may return the sheep and her lamb if any to the Vendor or at the sole option of the Purchaser the Vendor shall pay to the Purchaser as and for ascertained and agreed liquidation damages to cover all expenses depreciation in value and other damages whatsoever a sum equal to 25% of the purchase price of the sheep. 

3. If any female sheep which was described in the catalogue or at the time of sale as being "scanned in lamb" or in lamb proves not to have been in lamb at the time of sale and within 7 days after the day of sale the Purchaser gives written notice to SellMyLivestock of his intention to return the animal supported by a veterinary surgeon's certificate that such sheep has proved not to have been in lamb then the purchaser may return such sheep to the Vendor. 

4. The Vendor shall specify in the catalogue the identification of the ram with which the female has been running. 

5. Except where stated to the contrary in the catalogue or at the time of sale every ewe described as with lamb at foot is warranted to be suckling all the lambs with which it is sold. If notice in writing is given to SellMyLivestock within 5 days after the day of the sale that there has been a breach of warranty then the Purchaser may return the ewe or ewes and lambs to the Vendor. 

6. All females offered for sale are warranted correct in the mouth and udder at the time of sale unless otherwise described in the catalogue.

7. If any such sheep is proven to be unsound in mouth or udder that is to say is lacking any of 8 broad teeth or has damaged or worn teeth or defected udder and notice of such unsoundness is given to the SellMyLivestock within 5 clear days after the day of sale supported by a certificate signed by a veterinary surgeon then either the purchaser may return the sheep to the vendor or at the sole option of the purchaser the vendor shall pay to the purchaser as and for ascertained and agreed liquidated damages to over all expenses depreciation in value and other damages whatsoever compensation at the rate of 66.66% of the purchase price.

 

(c) It is hereby agreed that:- 

 

1. Incapacity due to injury from whatever cause, illness suffered or contracted after the date of sale is not covered by the guarantee. 

2. Death within the respective guarantee period voids any liability under this guarantee.

3. In cases where the Vendor insures his liability under the fertility guarantee the insurers shall assume the rights and remedies of the vendor under the guarantee subject to the terms of the insurance policy.

 

(5) 

 

1. Except where otherwise expressly provided the breach of any warranty contained in these conditions shall give the Purchaser a right of refuse to take delivery of or return the animal in accordance with these conditions and to recover such reasonable costs and charges as he may be entitled to under these conditions but shall give him no right to claim damages from the vendor in lieu of exercising such right of refusal or return. 

2. No claims by a purchaser under these condition shall be valid unless the purchaser notifies SellMyLivestock in the manner prescribed of such claims within the time limit laid down in the appropriate Conditions.

3. Where under any provision in these Conditions the purchaser has the option of returning an animal or claiming damages then unless within 3 days after first notifying the Vendor of his intentions to make a claim he either returns the animal to the Vendor or gives notice in writing to SellMyLivestock and the Vendor of his intentions to return the animal and of his willingness to comply with any direction which may be given to him regarding the return of the animal the purchaser shall be taken to have elected to claims damages and to have waived any right to this effect by the SellMyLivestock.

4. Save as aforesaid in the case where the purchasers sole remedy is to return the animal, the return shall be carried out within 3 days of the receipt of a request to this effect by the SellMyLivestock

5. No claims by a purchaser that an animal does not comply with any warranty other than any condition or warranty as to title shall be valid unless: The Purchaser has given notice to SellMyLivestock in the manner and within the time prescribed including provision of any veterinary surgeons or other certificates required by these conditions and in the case where the purchaser has claimed the right to reject an animal on the ground that its physical condition constituted a breach of warranty and the vendor has called for a veterinary surgeon’s certificate or opinion the purchaser has provided the certificates or opinion within such reasonable period as SellMyLivestock shall have specified. 

6. Notwithstanding any other provision of these Conditions where any veterinary surgeon’s or other certificates or opinion is required by or under these conditions to be provided within any specified period the SellMyLivestock  shall be entitled whether before or after the expiration of the said period to allow such further time for the delivery of the said certificates or opinion is provided within such further time any claims by the purchaser shall as from that moment be as effective for the purpose of these Conditions as if the certificate or opinion has throughout been provided in due time. 

7. If a purchaser claims that an animal does not comply with any warranty given but the vendor disputes the claims the claim shall stand referred for decision to the SellMyLivestock or to any person whom they may appoint for the purpose such other person as the case may be being hereafter called “the referee”. The referee who shall act as an expert and not as an arbitrator shall make such examination or trail of the animal and such enquiry of any person as in his sole and unfettered discretion he considers necessary or desirable for determining the dispute. 

8. The decision of the referee on any matter referred to him which shall include the question whether any disease is or is not whether by reason of its temporary character or otherwise such as to constitute a breach of warranty and on whether any animal which is to be returned shall be returned to the premises of the vendor shall be final and binding upon both vendor and purchaser provided that if either the vendor or the purchaser so requests in writing within fourteen days after the decision the referee shall within twenty-one days after receiving such a request put his decision into writing and send one copy thereof to the vendor and another copy to the purchaser. 

9. The party against whom any decision is given hereunder shall pay all reasonable expenses incurred by SellMyLivestock in connection therewith including the cost of any examination or enquiry and the fees of any person appointed by the SellMyLivestock to give any decision or to make any enquiry or examination. 

10. Where a purchaser duly exercises his right under any provisions herein contained to refuse to make delivery of any animal or to return it to the vendor he shall be entitled to the return of the purchase money or such part of it which he has not paid and shall be released from liability for any part of it which he has not paid and shall be entitled to reasonable costs incurred by him in obtaining any veterinary surgeon’s or other certificate or opinion which he may be required to furnish under the said provision as a condition of exercising his said right.

11. Where the purchaser exercises his right to return an animal he shall do so at his own expense but the Vendor shall pay to the puchaser the reasonable cost and charges of the transit of such animal to and from the purchaser’s premises and in the case of an animal which has been at the purchaser’s premises for not less than a week the reasonable cost of its keep.

12. Should the purchaser of any animal return it without being entitled by these conditions to do so he shall be liable to pay SellMyLivestock and the vendor all costs expenses damages which the SellMyLivestock and the vendor respectively are put to or by reason of the purchaser’s action. 

13. Save as herein expressly provided if the purchaser does not comply with the foregoing conditions in every particular he shall be bound to keep the lot with all faults and shall have no claims under these conditions for damages or otherwise against any person on respect of the sale. 

14. SellMylivestock shall not be bound to entertain any claims by the purchaser under these conditions unless he has paid the purchase money in full before the claim is made. 

15. Except as herein expressly provided (a) There shall be no condition or warranty otherwise than as to title in regard to any of the lots sold and (b) Each lot shall be taken with all faults imperfectly and errors of description 

 

(6) GENERAL

 

1. 1. 1. Time shall be of the essence of all conditions in which time limits are prescribed provided that were the time limited for any person to do anything expires on a Sunday Bank holiday or public bank holiday or a day following next after any such days then such Sunday or Bank holiday shall be excluded from the computation of the time. 

      2. In the computation of any period of time before or after the sale or any other event the day of the sale or other event as the case may be shall be excluded. 

      3. All periods expressed as a number of days shall be taken to refer to that number of clear days and similarly for any other period of time. 

      4. Notwithstanding anything in the foregoing Conditions but subject as hereinafter mentioned any written notice under any of these Conditions may be served on the person whom it is given whether personally or by leaving it for him at his last known place of abode 16 or business during ordinary office hours or by sending it through the post in a prepaid delivery letter addressed to him there and any such letter shall be deemed to have been received by him at the time at which it would be delivered in the ordinary course of post. 

      5. Provided always that any written notice required by any of these Conditions to be given by a purchaser to a vendor by leaving it at the office of SellMyLivestock and any letter shall be deemed to have been received by the vendor at the time at which it would have been delivered to the SellMyLivestock. 

      6. SellMyLivestock on receiving any such notice as aforesaid shall soon as reasonably practical communicate by post the contents of such notice to the vendor. 

      7. Except as aforesaid all communications and negotiation with reference to any dispute between any purchaser and vendor with reference to any animal sold under these Conditions shall take place directly between the purchaser and the vendor respectively and SellMyLivestock shall not be concerned therewith.

      8. Without prejudice to the foregoing rules it is hereby expressly declared that the vendor selling and the purchaser by purchasing any animal shall be bound by the above rules not withstanding the terms of any statutory enactment or custom or trade to the contrary.

      9.  Dispersal Sales. This term shall only be used where the registered flocks is to be completely disposed of and the registered monogram surrendered to the Society. Should the flock owner concerned wish to re-start at any time then his application will be treated as for new flock and no question of re-registration will be considered.

      10. Commission shall be levied by SellMyLivestock at a percentage of the sale price agreed by the Society which shall be apportioned between the Society and SellMyLivestock by prior agreement. 

 

Hectare Agritech Terms and Conditions

Welcome to Hectare Agritech Limited, a company registered in England and Wales under company number 8285271 and with our registered office at Stansted Park, Rowland’s Castle, Hampshire, PO9 6DX. Hectare is authorised and regulated by the Financial Conduct Authority and is entered on the Financial Services Register (Ref. Number 762412).

 

Hectare operates agricultural trading portals sellmylivestock.co.uk (“SML”) and graindex.com (“Graindex”) and these Terms apply to your registration and use of these portals.

 

These terms and conditions and privacy policy (together the “Terms”) constitute a legally binding contract between you, Hectare Agritech Limited (“Hectare”) and any person you trade with via a Hectare trading portal.

 

In addition to these Terms, if you wish to participate in any of the auctions listed on our trading portals you will need to become a Registered User and then accept the Terms and Conditions of each auctioneer ahead of leaving bids in any of their auctions. Upon completing registration with any auctioneer you agree to their Terms and Conditions and their Privacy Policy; together, these Terms and the auctioneers Terms become legally binding.

 

 

About the Services ("Services")

 

SML and Graindex are websites that allow registered account holders (“Registered Users”) of the relevant site to, (i) buy and sell on SML and Graindex and (ii) to make applications for finance through SML.

Our Services comprise of the provision of:

1. a listing service for the sale of Livestock and a corresponding offer to purchase facility for Registered Users through SML for Livestock;

2. a listing service for the sale of Grain and a corresponding offer to purchase facility for Registered Users through Graindex;

3. a finance facility for Registered Users to apply for finance through SML.

We do not have possession of anything listed or sold through our websites and are not involved in the actual transaction between sellers and buyers. The contract for the sale is directly between the seller and buyer. We are not an agent.

By providing us with your information, registering an account with us and by accessing or using our Services you are accepting the following Terms.

 

 

Online Auction Services

Our online auction facilities and services are provided to us by our service providers without any warranties or guarantees. All users of our online auction facilities and services bear the risks associated with the use of the internet. If, because of any technical difficulties or errors an online auction cannot be completed or properly conducted, our only responsibility to you is to enable the auctioneers to re-list the goods once our online auction service is back up. In particular, we will not be liable to you for any loss of opportunity or disappointment suffered as a result of participating in our online auction.

 

 

About these terms and conditions (“Terms”)

These Terms govern your use of the Sites (as defined below) respectively and your relationship with Hectare Agritech Limited (“Hectare”, “we” or “us”) and other Registered Users. Please read them carefully as they affect your rights and liabilities under the law.

In using any of the Sites and registering to become a Registered User of any Sites you are entering into a legally binding contract subject to these Terms between you, any Registered User that you trade with and Hectare Agritech Limited.

If you do not agree to these Terms, please do not register for or use the Sites. If you have any questions on the Terms, please contact info@sellmylivestock.co.uk or info@graindex.com.

If you have any complaints or are dissatisfied with the service you receive in relation to this Agreement, please contact us at support@sellmylivestock.co.uk or support@graindex.com, and we will do our best to address your concerns.

These Terms are formed of five parts each of which relate to and govern your use of the Sites as well as any trading activity you engage in through the Sites and together form the contract between you and us:

Part A: General Terms of Use

Part B: Terms of Trading

Part C: Hectare Premium Users

Part D: Graindex Guaranteed Payment Collection

Part E: Privacy and Data Protection

Primestock

If you are trading primestock then you need to download and view their specific terms by clicking here.

FarmPay

If you are using FarmPay then you need to read their specific terms by clicking here.

Definitions

“Adverse Event”	Means the Buyer: a) being unable to pay its debts when they fall due; b) having failed to honour a bill of exchange or a cheque due to lack of available funds; c) having admitted cash flow difficulties; d) having Insolvency or legal proceedings commenced against it for non-payment of an amount owing; or e) being involved in any event which would give reasonable grounds for the belief that the Buyer might not be able to fulfil its contractual obligations to the Seller.
“Agreement”	means these Terms.
“Buyer”	means any individual or business entity who is a Registered User and who is buying Livestock through SML or Grain through Graindex.
“Debt Collection Partner”	means the debt collection service retained by Hectare to carry out the GPC offering.
“Debt Collection Costs”	means the Debt Collection Partner’s debt collection costs of 6% of the funds collected plus VAT.
“Delivery Date”	means the date for delivery of Grain agreed between the parties.
“Delivery Month”	means the calendar month containing the Delivery Date.
“Eligible Transaction”	has the meaning given in clause 33.1.
“Fee”	means a commission payment made by Registered Users in respect of a Transaction.
“Finance Application”	means the application made by a Registered User for finance in the form of credit / a loan through the finance facility through SML.
“Finance Contract”	means the contract entered into between the Finance Provider and the Customer following acceptance by the Customer of a Finance Offer.
“Finance Offer”	an offer of finance in the form of credit / a loan made by a Finance Provider which will be provided to you either through the SML or through the Finance Provider contacting you directly by telephone with details of the Finance Offer.
“Finance Provider”	means a third-party company or financial institution who Hectare engage to consider and provide Finance Offers.
“GPC”	means the Hectare Guaranteed Payment Collection service under which Hectare arranges a debt collection service to collect overdue payments on behalf of the Seller, and – if the Outstanding Invoice cannot be collected – guarantees payment by the Buyer, as detailed below.
“GPC Transaction”	means a transaction between Hectare, a Buyer and a Seller where GPC applies.
“Grain”	means combinable crops only.
“Insolvency and Insolvent”	means any of the following: a) a business wound up by a court, or that is made the subject of administration order; b) a receiver, liquidator, insolvency practitioner or equivalent that has been appointed for a business; c) an effective resolution is passed to wind up a business; d) a composition, valid assignment, debt restructuring assignment or similar arrangement has been approved and made binding on a business and its creditors; or e) a business is made bankrupt.
“Late Payment Compensation”	means such interest and fixed sum compensation as is recoverable from the Buyer under the Late Payment of Commercial Debts Regulations 2013.
“Listing”	means the listing and information provided by Sellers in respect of the Livestock or Grain they are offering for sale through the relevant SML or Graindex Site.
“Livestock”	means cattle, sheep and/or pigs only.
“Outstanding Invoice”	means the amount of an outstanding invoice raised by a Seller (excluding VAT) and less any amount which Hectare, the Seller or the Buyer are entitled to credit to the Buyer’s account by way of set-off, counterclaim or otherwise and which remains unpaid (in whole or in part) 30 days after the Payment Date.
“Payment Date”	means the date an invoice for a transaction becomes due for payment.
“Political Risks”	means any of the following: a) a general moratorium, decreed by the government of the Buyer’s country of domicile or of any country through which payment must be effected; b) political events, economic difficulties, currency shortages, devaluations or fluctuations, or legislative or administrative measures in the Buyer’s country of domicile which prevents or delays the transfer of an amount deposited by the Buyer; c) war (including civil war, hostilities, rebellion and insurrection), revolution or riot; or d) the introduction of import or export restrictions or the cancellation of import or export licences or other governmental measures which prevent payment of the relevant Outstanding Invoice.
“Seller”	means an individual or business entity who is a Registered User and sells Livestock through SML or sells Grain through Graindex.
“Site(s)”	means the SML and Graindex websites, each a Site and collectively the “Sites”.
“Subject to Contact”	means subject to the conclusion or perfection of a legally binding contract which, for the avoidance of doubt and for the purposes of these Terms, means the Seller’s acceptance of the Buyer’s offer and any terms and conditions agreed between Seller and Buyer.
“Customer(s)”	means individually or collectively, the Registered Users.
“Terrorism”	means an act including but not limited to the use of violence and/or threat by any person or group of people, whether acting along or on behalf of or in connection with any organisation or government, who are committed, for political or religious or similar purposes, to putting the public or any section of the public in fear.
“Trading Information”	means such information as may be provided by either Seller or Buyer in relation to their status, capacity to trade, Livestock or Grain being sold and bought and any other information exchanged between Seller and Buyer, whether such information is displayed in their Listing on the Site or otherwise passed between Seller and Buyer.
“Transaction”	means any transaction agreed via the SML or the Graindex as more particularly defined in clause 21.9.
“Transaction Month”	has the meaning given in clause 34.1.1(a).
“User Account”	means the account signed up for and created by Registered Users.
“User”	means any person visiting or making use of the Sites, whether or not that person is also a Registered User.

 

Part A: General Terms of Use

1. Use of the SML or Graindex Sites

The Sites are provided to you for your personal or business use subject to these Terms. By using the Sites you agree to be bound by these Terms.

2. Amendments to these Terms

2.1. We may update these Terms from time to time for legal or regulatory reasons or to allow the proper operation of either Site. Any changes will be notified to you via the e-mail address provided by you on registration or via a suitable announcement on the relevant Site.

2.2. The changes will apply to the use of the Site after we have given Notice. If you do not wish to accept the new Terms you should not continue to use the relevant Site. If you continue to use the such Site after the date on which the change comes into effect, your use of that Site indicates your agreement to be bound by the new Terms.

3. Registration

3.1. To register on either Site you must be over eighteen years of age.

3.2. You must ensure that the details provided by you on registration or at any time are correct and complete.

3.3. You must inform us immediately of any changes to the information that you provided when registering by updating your personal details in order that we can communicate with you effectively. You are solely responsible for maintaining and updating your registration information and User Account.

3.4. If you wish to cancel your registration and terminate this Agreement then you may do so at any time by providing written notice and/or using the cancellation process in your User Account.

4. Password and Security

4.1. When you register to use either Site you will be asked to create a password. In order to prevent fraud, you must keep this password confidential and must not disclose it or share it with anyone. If you know or suspect that someone else knows your password you should notify us by contacting info@sellmylivestock.co.uk or info@graindex.com immediately.

4.2. If Hectare has reason to believe that there is likely to be a breach of security or misuse of either Site, we may require you to change your password or we may suspend your account.

5. Intellectual Property

5.1. The content of the Sites are protected by copyright, trademarks, database right and other intellectual property rights. You may retrieve and display the content of a Site on a computer screen, store such content in electronic form on disk (but not any server or other storage device connected to a network) or print one copy of such content for your own personal, non-commercial use, provided you keep intact all and any copyright and proprietary notices. You may not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the materials or content on either Site without written permission from Hectare.

5.2. Hectare reserves to itself and is the owner of all proprietary information and data relating to its Registered Users (“Hectare Customer Data”) and you are expressly forbidden from procuring or attempting to procure, collect or make any use of Hectare Customer Data. The prohibitions contained in this Clause 5.2 do not preclude you from being able to use data from either Site to contact other Customers for the purposes of conducting trade through the Site.

5.3. In respect of any photographs or other pictorial or graphical material (“Materials”) you upload to either Site or provide to us you grant to us an irrevocable, perpetual license to retain, use and reuse such Materials at our sole discretion across any medium.

6. Your Use of the Site(s)

You may not use any Site for any of the following purposes:

6.1. disseminating any unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material or otherwise breaching any laws;

6.2. transmitting material that encourages conduct that constitutes a criminal offence, results in civil liability or otherwise breaches any applicable laws, regulations or code of practice;

6.3. placing incorrect, misleading, false or otherwise fraudulent offers, bids or trades and/or making any misrepresentations in relation to your identity, legal entitlement or capacity to trade;

6.4. interfering with any other person’s use or enjoyment of the SML Site; or

6.5. making, transmitting or storing electronic copies of materials protected by copyright without the permission of the owner.

You will be responsible for any and all liabilities, whether direct, indirect or consequential arising out of your misuse of the Site and/or breach of this Clause 6, including any losses or costs incurred by Hectare in relation to the same.

7. Availability of the Site(s)

7.1. Although we aim to offer you the best service possible, we make no promise that the services at either Site will meet your requirements. We cannot guarantee that the service will be fault-free. If a fault occurs in the service, you should report it to support@sellmylivestock.co.uk or support@graindex.com and we will attempt to correct the fault as soon as we reasonably can.

7.2. Your access to either Site may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore the service as soon as we reasonably can.

8. Service charges

These are as currently displayed on the respective Site.

9. Your liability

9.1. To the extent not otherwise set out in these Terms, you shall be liable for all your activity in relation to your User Account and use of the Sites and you shall indemnify us to the fullest extent permitted by law for any and all losses, damage or claims whether direct, indirect or consequential arising out of your failure to comply with these Terms or otherwise.

9.2. You are fully liable for your activity as Seller or Buyer and any and all liability arising between those Sellers or Buyers with whom you trade as a result of a Listing. You warrant that either as Seller or Buyer you have the capacity to trade and fully indemnify us against any and all claims that may arise from other Registered Users as a result of your failure to comply with these Terms or otherwise.

10. Hectare’s liability

10.1. Except as expressly stated in these Terms, we have no liability in relation to any Registered User who has entered into a transaction together through the use of our Site. We do not make any representation nor give any warranties or undertakings in relation to the Service. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law.

10.2. We (including our directors, agents and employees) shall not be liable to you in contract, tort (including negligence) or otherwise for any business losses, such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption or any special, indirect or consequential damages for any losses arising, directly or indirectly from:

10.2.1.your use of or your inability to use our Service;

10.2.2.use of or any reliance on any content displayed on our Website;

10.2.3.delays or disruptions in our Services;

10.2.4.viruses or other malicious software obtained by accessing, or linking to, our Service;

10.2.5.glitches, bugs, errors or inaccuracies of any kind in our Service;

10.2.6.damage to your hardware device from use of our Service;

10.2.7.the information, content, actions or inactions of third parties, including items listed using our Service;

10.2.8.a suspension or other action taken with respect to your account as a result of your breach of these Terms;

10.2.9.the duration or manner in which your Listings appear in search results; or

10.2.10. your need to modify practices, content, or behaviour or your loss of, or inability to do business as a result of changes to these Terms; or.

10.2.11. any failure by you to obtain finance after you make a Finance Application.

10.3. We cannot confirm, and are not responsible for ensuring, the accuracy or truthfulness of Users’ purported identities or the validity of the information which they provide to us or post on our Site.

10.4. If we are found to be liable, our liability to you or any third party (whether in contract, tort, negligence, strict liability in tort, by statute or otherwise) is limited to 100 Pounds Sterling (£100).

10.5. Nothing in this Agreement shall limit or exclude our liability for fraudulent misrepresentation, for death or personal injury resulting from our negligence or the negligence of our agents or employees or for any other liability that cannot be limited or excluded by law.

11. Disclaimer

11.1. While we endeavour to ensure that the information on the Sites is correct, we do not warrant the accuracy and completeness of the material on the Sites. We may make changes to the material on the Sites at any time without Notice. The material on the Sites may be out of date, and we make no commitment to update such material.

11.2. The material on the Site is provided “as is”, without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, we provide you with the Sites on the basis that we exclude all representations, warranties, conditions and other terms (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill) which, but for this legal notice, might have effect in relation to the Sites.

12. Third Party Websites

As a convenience to Users and Customers, the Sites include or may include links to other web sites or material which are beyond its control. Hectare is not responsible for content on any site outside the Sites.

13. Applicable Law

These terms and conditions will be subject to the laws of England and Wales. We will try to solve any disagreements quickly and efficiently. If you are not happy with the way we deal with any disagreement and you want to take court proceedings, you must do so within England & Wales.

14. International Use

The Sites are designed and provided solely for use within the United Kingdom. We make no promise that materials on either Site are appropriate or available for use in locations outside the United Kingdom and accessing either Site from territories where its contents or conducting trade through its services are illegal or unlawful is prohibited. If you choose to access this Site from locations outside the United Kingdom, you do so on your own initiative and are responsible for compliance with local laws. Hectare disclaims any and all liability for any use of either Site or Services from outside the United Kingdom.

15. Miscellaneous

15.1. You may not transfer any of your rights under these Terms to any other person. We may transfer our rights under these Terms to another business where we reasonably believe your rights will not be affected.

15.2. If you breach these Terms and Hectare chooses to ignore this, Hectare will still be entitled to use its rights and remedies at a later date or in any other situation where you breach the Terms.

15.3. Hectare shall not be responsible for any breach of these Terms caused by circumstances beyond its reasonable control.

15.4. To the extent not otherwise provided on the Site, all notices (“Notices”) to us under this Agreement shall be

15.4.1.delivered by pre-paid first class post to Hectare Agritech Limited, Stansted Park, Rowland’s Castle, Hampshire PO9 6DX; or

15.4.2.sent by email to support@sellmylivestock.co.uk or support@hectare.com.

15.5. All Notices we send to you shall be sent via email to the email address you provided on registration.

15.6. Any Notice shall be deemed to have been received:

15.6.1.if delivered by pre-paid first class post, on the second business day after posting; and

15.6.2.if sent by email, at the time of transmission, or if this time falls outside of business hours, when business hours resume.

15.7. All Notices sent by the Buyer to the Seller, or by the Seller to the Buyer, shall be validly sent in accordance with the terms of the relevant Transaction

15.8. If any part of these Terms is determined, by court or a relevant authority, to be legally invalid or unenforceable, such provision will be superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms will continue in full force and effect.

15.9. This Agreement is between you and us. No other person shall have any rights to enforce any of its Terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.

15.10. These Terms and any other policies referred to form the entire agreement between you and us concerning the use of our Service and supersede all previous agreements. No agency, partnership, joint venture, employer-employee, franchise-franchisee is intended or created by this Agreement.

16. Termination

16.1. If and to the extent that you breach any of these Terms we shall have the right to immediately suspend or terminate your registration, use and access to the Site.

16.2. We may terminate the Agreement and immediately suspend your registration, use and access to the Site, if you become Insolvent.

16.3. If you wish to terminate this Agreement then you may do so by cancelling your registration in accordance with Part A, Clause 3.4 above.

 

Part B: Terms of Trading

17. Use of Services

17.1. Use of the Sites is reserved to and only available for Registered Users.

17.2. Hectare does not conduct or provide any verification system in respect of Registered Users and provides no warranty in respect of the accuracy, identity or legal capacity of any Registered Users and Hectare specifically disclaims any and all liability in respect of the same. You acknowledge and agree that in using the Services, you accept the aforementioned and it is your responsibility to satisfy yourself as to the identity, authenticity and reliability of any information or Trading Information provided by Registered Users whether made available in the Listing or otherwise.

18. Use of the finance facility provided through SML

18.1. Hectare Agritech Limited is authorised and regulated by the Financial Conduct Authority and is entered on the Financial Services Register (Ref. Number 762412). Hectare is regulated to carry on credit broking activities. Hectare is not responsible for providing credit or loans, these will be provided by the Finance Providers. Accordingly, any credit or loan will be subject to status and affordability requirements of the Finance Provider and the rate or APR applicable to any Finance Offer, will depend on your credit profile.

18.2. In making the finance facility available to you through SML, Hectare is not acting as a lender. Hectare is a broker for the purposes of introducing Registered Users to Finance Providers. Use of the finance facility means Hectare also assists Registered Users with certain preparatory steps in relation to a Finance Application and circulation of a Finance Offer.

18.3. When we receive a Finance Application, we will allocate this to a Finance Provider who will consider the Finance Application. We may use automated means for allocating a Finance Application to a Finance Provider and which Finance Provider is selected may be based on automated decision-making. The Finance Provider that is allocated will be based on the criteria in the Finance Application including the type of finance you are applying for and the amount of finance you are applying for. You will receive a response to your Finance Application either from the Finance Provider directly or from us via SML.

18.4. Hectare will receive a Fee from the Finance Provider where your Finance Application is successful, and you accept a Finance Offer from the Finance Provider. If you require further information in relation to the Fee payable to Hectare, please contact Hectare at: support@sellmylivestock.co.uk..

18.5. We make no guarantee that a Finance Offer will be made to you. A Finance Offer is made by the Finance Provider and Hectare accepts no responsibility to you if your Finance Application is unsuccessful.

18.6. You will be required to provide certain information about your business and the amount of finance you are applying for, when making a Finance Application. You warrant and represent that the information provided in the Finance Application is true and accurate in all respects.

18.7. You acknowledge and agree that you will indemnify Hectare to the fullest extent permitted by law for any and all losses, damages, costs or claims suffered or incurred by Hectare, whether direct, indirect or consequential, arising out of:

18.7.1.any breach of the warranty set out in clause 19.6; and

18.7.2. any third-party claim relating to your Finance Application, to the extent that such claims relates to any act, neglect or default by you to provide true and accurate information in all respects.

18.8. If your Finance Application is successful and a Finance Provider makes you a Finance Offer, you will be required to enter into a Finance Contract, which will confirm details of how the credit or loan granted pursuant to the Finance Offer will be made available to you. Hectare will not be a party to the Finance Contract and accepts no responsibility for payment of the credit or loan in accordance with the Finance Offer.

18.9. You warrant and represent that at the date of making the Finance Application:

18.9.1.your business is not Insolvent; and

18.9.2.no Adverse Event has occurred within the previous three calendar months.

18.10. We may withdraw a Finance Application made by you immediately on notice to you, if:

18.10.1.you are in breach of these Terms; or

18.10.2.you are, at the time of making the Finance Application, or after making the Finance Application, Insolvent.

19. Obligations of Registered Users

19.1. As a Registered User you warrant you have the consent and authority to register as an account holder on behalf of yourself, or if employed as employee or agent for another third party or organisation, you have the authority to trade on behalf of such third party or organisation and, to the extent applicable, to provide the required details under the Electronic Commerce (EC Directive) Regulations 2002.

19.2. You agree and warrant that you have provided and shall provide true, accurate and complete information as prompted by the User Account registration form and you agree to maintain and promptly update your User Account details and information to ensure they are true, accurate, current and complete at all times. You shall be solely liable for any losses, damage or claims arising out of your failure to provide and maintain accurate details or information.

19.3. If you provide any information that is not true, complete or current or we suspect that such information is not true or accurate, we have the right to terminate or suspend your account.

19.4. As per Part A, Clause 4 above, your user identification and password are confidential. It is your responsibility to keep this information confidential and not disclose this to anyone.

19.5. You agree to immediately Notify us if you know or suspect your User Account is being used without your authority. We will not be liable for any loss any unauthorised user incurs in connection with your User Account.

20. Warranties and Obligations of Sellers

20.1. Any Listing you place must be for the sale of either Livestock or Grain.

20.2. You are legally able to sell the Livestock or Grain, as you are the legal owner or you have obtained authority from the legal owner to sell.

20.3. You will comply with good industry practice and any other statutory requirements in relation to selling Livestock or Grain respectively.

20.4. In relation to the Listing of Livestock you specifically warrant that:

20.4.1.the Livestock you sell are free from any kind of disease;

20.4.2. any cattle you sell through the SML Site have been registered with the Department for Environment, Food and Rural Affairs (“Defra”), have two physical ear tags (one in each ear) and a cattle passport;

20.4.3.your farm has a valid County Parish Holding (“CPH”) number;

20.4.4. you have authority from the veterinary practice of the Livestock to provide their details on any Listing; and you shall indemnify both Buyer and Hectare against any breach of the above warranty obligations;

20.5. You are solely responsible for the content and accuracy of any Listing you place on the SML or Graindex Portal. If we suspect the content of your Listing is misleading or inaccurate, we may remove your Listing without Notice.

20.6. Any Listing you make will be valid until you secure a Buyer and conclude a sale and/or remove such Listing.

20.7. Any resulting transaction between Seller and Buyer will be subject to such terms and conditions as may be agreed between Seller and Buyer.

20.8. Until a price and sale is confirmed between Seller and Buyer any offers shall be Subject to Contract and all contractual responsibility and liability arising out of any offers and acceptances shall arise and exist solely as between Seller and Buyer. For the avoidance of doubt, Hectare is not a party to any contract between Seller and Buyer and has and disclaims any and all liability in respect of the same.

20.9. Each offer you accept places you in a legally binding contract with the Buyer to the extent that upon acceptance of such offer you expressly acknowledge and agree that the acceptance of such offer and any contractual terms agreed between you and the Buyer shall constitute the contract between you and the Buyer and you shall therefore be obliged to supply the goods you have offered for sale to the Buyer in accordance with such terms and conditions (a “Transaction”).

21. Warranties and obligations of Buyers

21.1. When placing an offer, subject to these Terms, the Buyer will agree with the Seller any or such terms and conditions that you wish to apply to a Transaction. Where there is any conflict between these Terms and any other terms and conditions agreed between the Buyer and the Seller, these Terms shall prevail.

21.2. You warrant to us and the Seller that:

21.2.1. you will pay for any offers accepted by the Seller as directed by the Seller;

21.2.2. you have the capacity to enter into a legally binding contract with any Seller and where GPC applies, with Hectare.

21.3. Each offer you make places you in a legally binding contract with the Seller to the extent that upon acceptance of such offer you expressly acknowledge and agree that the acceptance of your offer and any or such contractual terms as you may have agreed with the Seller shall constitute perfection of the contract between you and the Seller and you shall therefore be obliged to pay the Seller in accordance with such terms and conditions.

21.4. On making an offer you will be deemed to have full knowledge of the Listing of the Livestock or Grain (as applicable) and all information concerning the Livestock or Grain derived from it.

21.5. If your User Account has been suspended or terminated by us for whatever reason, you are not permitted to use a different registered account to place any offer.

6. Without prejudice to any other right or remedy the Seller may have, if you don’t pay the Seller any sum due under these Terms within 30 days of the due date, the Seller may add interest and recovery costs to the sum due for payment.

22. Payment and exchange of goods

22.1. Payment and payment terms shall be as set out in the Seller’s terms or as otherwise agreed between Seller and Buyer. The Buyer agrees to pay the Seller in accordance with such terms. The Seller and Buyer shall agree the process for exchange of the Livestock or Grain (as applicable).

22.2. Except in the case of a GPC Transaction, which shall be subject to the terms and limitations set out in Part C, Hectare shall have no involvement, responsibility or liability in respect of payment or exchange of the Livestock or Grain (as applicable). All other terms concerning the payment or exchange of Livestock or Grain (as applicable) shall be solely as agreed between Seller and Buyer. Except where GPC applies (where liability shall be limited to the terms set out in Part D below), Hectare expressly disclaims any and all liability in respect of the same.

Part C: Hectare Premium Users

23. This Part C sets out the basis on which the Hectare Premium User (“HPU”) service operates and details your rights and obligations when you purchase HPU.

24. HPU is a membership program of additional benefits and services offered to users for a monthly membership fee. The HPU membership fees and benefits are described at https://www.graindex.com/pricing and https://www.sellmylivestock.co.uk/pricing.

25. Membership fees are non-refundable.

26. When you sign up for HPU, Hectare will collect HPU membership fees monthly in advance and until you Notify us that you want to end your membership, we will automatically charge the then applicable monthly membership fee using your preferred payment method. Upon Notice of cancellation of membership, we will end your HPU membership on the date day before your next monthly payment would be due.

27. If your chosen payment method is declined, we will Notify you by email. You must provide us with a new eligible payment method within 30 days or your HPU membership will be cancelled.

28. We reserve the right to accept or refuse your membership at our discretion.

29. You may not transfer or assign your HPU membership or any HPU benefits except as expressly allowed in these Terms.

30. We may terminate your HPU membership with 14 days’ Notice for convenience and will issue a prorated refund of your HPU membership fee based on the time remaining in your current membership period. We may terminate your HPU membership immediately on Notice if we consider that (a) you have materially breached Part C or Part D of these Terms or (b) you fraudulently use or misuse the HPU service or any other benefit provided under your HPU membership.

Part D: Graindex Guaranteed Payment Collection

This Part D of the Terms sets out the basis on which the Hectare Guaranteed Payment Collection service (“GPC”) operates.

32. Operation of the Guaranteed Payment Collection service

32.1. Where a Registered User has access to GPC it will be applied in respect of any Eligible Transaction. An Eligible Transaction is any Transaction executed via the Graindex Site where the Buyer’s bid is pre-approved by Hectare for GPC (such approval will be at Hectare’s sole discretion), subject to the limitations set out in clause 34.

32.2. An invoice relating to a GPC Transaction becomes an Outstanding Invoice that will be referred to the Debt Collection Partner when it remains unpaid (in whole or in part) 30 days after the Payment Date.

32.2. Where an Outstanding Invoice is referred to the Debt Collection Partner the Buyer will be liable to pay:

32.2.1.the Outstanding Invoice;

32.2.2.Late Payment Compensation; and

32.2.3.Debt Collection Costs.

32.3. Any sums recovered by the Debt Collection Partner will be paid to the Seller, less Debt Collection Costs. Where Debt Collection Costs are recovered from the Buyer, the Seller will receive the Outstanding Invoice and any recovered Late Payment Compensation without any deduction.

32.4. Where the Debt Collection Partner has not recovered all of the Outstanding Invoice within 60 days of the Outstanding Invoice being referred for Debt Collection, Hectare will review the eligibility of the GPC Transaction and, subject to the Seller meeting the terms of this agreement, guarantees and will pay to the Seller up to 90% of the Outstanding Invoice.

32.5. For the avoidance of doubt, Hectare does not guarantee any other amounts relating to the GPC Transaction that relate to goods and sales taxes, retention monies, interest, penalty charges (whether for late payment or otherwise), other penalty charges, government charges, foreign exchange risk currency fluctuations or any consequential loss or damage.

33. Limitations of the Guaranteed Payment Collection Service

33.1. A Transaction will only be an Eligible Transaction where the terms of that Transaction meet the following criteria:

33.1.1. the agreed Delivery Date falls:

a) within the same calendar month as the date the Transaction is agreed (the “Transaction Month”); or

b) during the next two calendar months following the Transaction Month;

33.1.2. the invoice relating to the Transaction is supplied by the Buyer or the Seller within 14 days of the Delivery Date;

33.1.3. the Payment Date is within 30 days of the Delivery Date; and

33.1.4. the value of the Transaction is no more than £100,000 excluding VAT.

33.2. Where the Delivery Date is more than two calendar months after the Transaction Month, Hectare may still offer GPC to the Seller, subject to cancellation rights set out in clause 38.

33.3. GPC is not available on a Transaction where the Seller is aware or had reasonable ground to be aware that:

33.3.1. the Buyer is in financial distress or is Insolvent prior to the Transaction taking effect; or

33.3.2. one or more Adverse Events has occurred in relation to the Buyer within three calendar months prior to the date of the Transaction.

33.4. Hectare reserves the right to decline to offer GPC on a Transaction where Hectare’s total exposure relating to its guarantees of GPC Transactions exceeds its own internal limits. In this unusual event, Hectare will apply a 10% discount to the Registered User’s next monthly HPU membership fee.

33.5. Any GPC Transaction will be deemed to be agreed by Hectare only upon Hectare’s written confirmation via the email address linked to the User Account within 48 hours of confirmation on the Graindex Site of an agreed Transaction.

33.5. Hectare will not be liable to guarantee the Buyer’s debt to the Seller to the extent described in clause 33 or at all where:

33.5.1.the Seller is or has been in breach of these Terms;

33.5.2.the Seller has failed to Notify Hectare of one or more Adverse Events of which it was aware, in accordance with clause 34.3;

33.5.3. the relevant Outstanding Invoice is the subject of an unresolved dispute between the Buyer and the Seller, until the dispute is resolved;

33.5.4. the relevant Outstanding Invoice relates to goods or services which are the subject of a lien or counterclaim against the relevant Seller;

33.5.5. the Buyer refuses to pay the relevant Outstanding Invoice directly or indirectly because of any failure of the Seller to obtain any trading licences, approvals, permissions, consent or other authorisation or to comply with any law, order, decree or regulation of any competent authority;

33.5.6. the Buyer is part of any group of companies with the Seller, is an associated company of the Seller or is the parent company or subsidiary company of the Seller;

33.5.7. the Buyer fails to pay the relevant Outstanding Invoice directly or indirectly because of Political Risks and/or Terrorism, or nuclear, biological, chemical or radioactive material;

33.5.8. the Buyer fails to pay the relevant Outstanding Invoice solely because of a failure of technology wherever occurring and/or because of the use or operation of any computer, computer system, computer software programme, malicious code, computer virus or process or any other electronic system, with the intent to cause harm or disruption to Hectare, the Seller, the Buyer or any third party;

33.5.9. payment by Hectare under the guarantee would expose it to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom or United States of America;

33.5.10. the Seller fraudulently Notifies Hectare or the Debt Collection Partner that the Buyer has not paid the relevant Outstanding Invoice and that Hectare is liable to guarantee the Buyer’s debt under these Terms or is engaged in any fraudulent conduct, and in such circumstances Hectare may recover any sums paid to the Seller under the guarantee and may terminate this Agreement immediately on Notice to the parties; or

33.5.11. the relevant Outstanding Invoice is not valid and legally enforceable in the Buyer’s country of domicile.

34. Seller Guaranteed Payment Collection Obligations

34.1. The Seller’s obligations in this Clause 35 are additional to those contained elsewhere in these Terms.

34.2. The Seller warrants and represents at the date of entering into a GPC Transaction the Seller was not aware that:

(a) the Buyer was Insolvent, or

(b) an Adverse Event had occurred within the previous three calendar months.

34.3. The Seller warrants and represents on an ongoing basis the following in relation to each GPC Transaction:

1. the Seller is not in default of these Terms; and

34.3.2. the Outstanding Invoice is valid and not disputed by the Buyer at the date on which a Guaranteed payment is requested from Hectare.

34.4. The Seller agrees in relation to each GPC Transaction:

1. to continue to satisfy its obligations under the Terms set out in this Part D at all times;

34.4.2. not to accept any further orders, bids, trades or otherwise from a Buyer who has other invoices overdue by 45 days or more or who the Seller reasonably believes is unlikely to be able to settle an invoice;

34.4.3. to act with reasonable care and prudence in entering into a GPC Transaction with the Buyer to ensure any Outstanding Invoices meet the criteria set out in clause 34.1;

34.4.4. to do all reasonably practical things to obtain payment from the Buyer, such as (but not exclusively) chasing for payment;

34.4.5. where the Seller becomes aware that the Buyer becomes insolvent or is declared bankrupt, to take all steps to recover the outstanding amounts and/or enforce any retention of title rights; and

34.4.6. to accept the terms and conditions of the Debt Collection Partner’s third party supplier in relation to any debt collection services carried in relation to a GPC Transaction.

34.5. You agree to assign your rights under a GPC Transaction to the Debt Collection Partner within two working days of receipt of Notice from Hectare or the Debt Collection Partner requiring you to do so.

34.6. You will promptly take any reasonable steps that Hectare or the Debt Collection Partner asks you to take, assist and co-operate with the Debt Collection Partner and provide such documentation reasonably requested by us or the Debt Collection Partner.

34.7. In the event that the Buyer settles all or some of the monies due to the Seller under an invoice after Hectare or the Debt Collection Partner has been instructed to proceed with collection, the Seller accepts liability for payment of the Debt Collection Costs, as outlined in clause 33.3 and 33.4.

34.8. You may not assign a GPC Transaction to another party. You may novate the GPC Transaction to another party, but not without our prior written consent.

34.9. You must Notify our Debt Collection Partner immediately upon receipt of payment of all or part of the relevant Outstanding Invoice and you must pay any such sum to the Debt Collection Partner on request.

35. Buyer Guaranteed Payment Collection Obligations

35.1. Buyers are subject to a daily trading limit of £50,000 excluding VAT. Buyers may exceed this daily trading limit, but only with permission in writing from Hectare.

35.2. The Buyer warrants and represents that on the date or entering into a Transaction he is not in default of these Terms.

35.3.The Buyer agrees, in consideration of Hectare being the Buyer’s guarantor under a GPC Transaction:

35.3.1. to satisfy its obligations under the Terms set out in this Part D at all times;

35.3.2. that Hectare shall be a third party to the GPC Transaction along with the Buyer and the Seller, under the terms of this Part D; and

3. that the Seller may assign its rights under a GPC Transaction to the Debt Collection Partner, upon written Notice of such assignment.

36. GPC Notification process

36.1. In the event of an Outstanding Invoice for a GPC Transaction not being settled by the Buyer within 30 days of its Payment Date, to qualify for GPC, the Seller must Notify Hectare and provide the information requested for the Debt Collection Partner to undertake collection of the debt on the Seller’s behalf.

36.2. Notification must take place within 15 days of the Outstanding Invoice becoming 30 days overdue. For the avoidance of doubt, where the Seller does not complete the Notification process within a 15-day window after the Outstanding Invoice becomes 30 days overdue, Hectare will not be liable to pay the Buyer’s debt under these Terms.

36.3. If the Seller believes the Buyer is Insolvent, it must Notify Hectare as soon as it becomes aware, whether that happens before the Outstanding Invoice becomes 30 days overdue or afterwards.

37. Cancellation Rights

37.1. Hectare may immediately on Notice to the Seller and Buyer, amend or cancel the application of GPC on a Transaction under Part D of these Terms:

37.1.1. at any time up to the 1^st day of the calendar month which is two months before the Delivery Month where Hectare deems the credit worthiness of the Buyer to have changed materially, or Hectare’s total exposure relating to its guarantees of GPC Transactions exceeds its own internal limits;

37.1.2. at any time where the Seller is in breach of its obligations in 35; or

37.1.3. at any time prior to the Delivery Date where the Buyer is in breach of clause 36,

and the parties shall remain subject to the rights and obligations of the Transaction, which shall remain in force, except that Part D of the Terms shall cease to apply from the date of Hectare’s Notice of cancellation.

37.2. The Seller may immediately on Notice to Hectare and the Buyer, cancel a GPC Transaction:

37.2.1. where Hectare amends or cancels the application of Part D of these Terms on a Transaction, up to 7 days after that amendment or cancellation; or

37.2.2. at any time up to the Delivery Date where the Buyer is in breach of clause 36,

and the Seller will have the right to cancel the Transaction in full, on Notice to the Buyer and may submit a new Listing for the Grain on the Graindex Site.

37.3. A GPC Transaction may not be cancelled after delivery to the Buyer.

 

Part E: Privacy and Data Protection

 

General

The following terms comprise part of the Terms of this Agreement and set out the basis on which any personal data we collect from you, or that you provide to us, will be processed by us. Personal data is and shall at all times be subject to the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) and the Data Protection Act 2018.

 

Please read the following carefully to understand our views and practices regarding your personal data and how we will treat it. By visiting and/or using and/or registering with Hectare or any of our sites (currently SML, Graindex, or Farmpay) you acknowledge and confirm that you are accepting and consenting to the practices described in this policy.

 

The data controller is Hectare Agritech Limited with our registered office at Stansted House, Rowlandʼs Castle, Hampshire, PO9 6DX. UK ICO Data Protection Registration Number ZA164791.

 

38. Information we may collect from you

38.1. We have to have a legitimate basis for any data we collect from you. The following sets out the data we may collect and process the following data about you:

38.1.1. Information you give us. You may give us information about yourself or business by filling in forms on our Site or by corresponding with us by phone, e-mail or otherwise. This includes information you provide when you register to use any of our Sites, use our service and when you report a problem with our Site. The information you give us may include your name, address, e-mail address and phone number, financial and credit card information, personal description and photograph.

38.1.2. Information we collect about you. With regard to each of your visits to our site we may automatically collect the following information:

a) Technical information, including the internet protocol (IP) address used to connect your computer to the Internet, your login information, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform messages you send or receive using the messaging functionality on any of our platforms or systems;

b) Information about your visit, including the full Uniform Resource Locators (URL) clickstream to, through and from our site (including date and time); products you viewed or searched for; page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouseovers), and methods used to browse away from the page and any phone number used to call our customer service number.

c) Information we receive from other sources. We may receive information about you or your Livestock, Working Dogs, Feed and Bedding, Genetics or Grain from other sources. We are working closely with third parties (including, for example, business partners, sub-contractors in technical, payment and delivery services, advertising networks, analytics providers, search information providers, credit reference agencies) and may receive information about you or your Livestock or Grain from them.

39. Cookies

Our Sites uses 2 cookies. A cookie is a small file of letters and numbers that we put on your computer if you agree. These cookies allow us to distinguish you from other users of our Site, which helps us to provide you with a good experience when you browse our Site and also allows us to improve our Site. The cookies we use are “analytical” cookies. They allow us to recognise and count the number of visitors and to see how visitors move around the Site when they are using it. This helps us to improve the way our Site works, for example by ensuring that users are finding what they are looking for easily. You are free to decline cookies if your browser permits, however it may prevent you from using certain features on our Site.

 

40. Uses made of the information

40.1. Information you give to us. We will use this information:

40.1.1. to carry out our obligations arising from any contracts entered into between you and us and to provide you with the information and Services that you request from us;

40.1.2. to notify you about changes to our Service;

40.1.3. to ensure that content from our Site is presented in the most effective manner for you and for your computer;

40.1.4. to share your personal information with Finance Providers for the purposes of those Finance Providers considering your Finance Application and making a Finance Offer.

40.2. Information we collect about you. We will use this information:

40.2.1. to administer our Site and for internal operations, including troubleshooting, data analysis, testing, research, statistical and survey purposes;

40.2.2. to improve our Site to ensure that content is presented in the most effective manner for you and for your computer;

40.2.3. to allow you to participate in interactive features of our Service, when you choose to do so;

40.2.4. as part of our efforts to keep our Site safe and secure;

40.2.5. to measure or understand the effectiveness of advertising we serve to you and others, and to deliver relevant advertising to you.

41. Disclosure of your information

41.1. We may share your information with selected third parties including:

41.1.1. Business partners, suppliers and sub-contractors for the performance of any contract we enter into with them or you. This includes our Online Auction Partner, Bidpath Ltd, Debt Collection Partner and any insurer we use to insure our risk over paying guaranteed Outstanding Invoices under the GPC service.

41.1.2. Companies and financial institutions for the purposes of those third parties considering your Finance Application and making a Finance Offer to you.

41.1.3. Advertisers and advertising networks that require the data to select and serve relevant adverts to you and others.

41.1.4. Analytics and search engine providers that assist us in the improvement and optimisation of our Sites.

 

41.2. We may disclose your personal information to third parties:

41.2.1. To obtain certain necessary information about your Livestock, Working Dogs, Feed and Bedding, Genetics and to comply with any applicable laws, regulations or other industry practices in relation to the trading in any of the same.

41.2.2. In the event that we sell or buy any business or assets, in which case we may disclose your personal data to the prospective seller or buyer of such business or assets.

41.2.3. If Hectare Agritech Limited or substantially all of its assets are acquired by a third party, in which case personal data held by it about its customers will be one of the transferred assets.

41.2.4. If we are under a duty to disclose or share your personal data in order to comply with any legal obligation, or in order to enforce or apply our terms and conditions and other agreements; or to protect the rights, property, or safety of Hectare Agritech Limited, our customers, or others. This includes exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction.

 

42. Where we store your personal data

42.1. The data that we collect from you may be transferred to and stored at Fasthosts Internet Limited (or such other provider as we may use from time to time). By submitting your personal data, you agree to the storing or processing. We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this privacy policy.

42.2. Your password enables you to access certain parts of our Site. You are responsible for keeping this password confidential. We ask you not to share a password with anyone.

42.3. Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our Site; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.

43. Automated decision-making

43.1. In certain circumstances we may use automated decision-making when processing the information you provide in your Finance Application. This means that decisions will be made solely by automated means without any human involvement. When you make a Finance Application, we may use automated decision-making to allocate your Finance Application to the appropriate Finance Provider which will be based on the type of finance you are applying for and the amount of finance you are applying for.

43.2. Use of an automated decision-making process is necessary for the performance of the contract between you and us when introducing you and making your Finance Application available, to Finance Providers. We will notify you if a decision is based solely on automated processing.

43.3. If we notify you that a decision is based solely on automated processing, you have the right to:

43.3.1. request that we use human intervention in the decision-making process;

43.3.2. express your view and contest the decision,

for the purposes of clauses 42.3.1 and 42.3.2 you can contact us on info@sellmylivestock.co.uk to express your views or challenge the decision.

44. Your rights

You have 8 specific rights under the GDPR rules in relation to your data:

44.1. the right to be informed - which is the purpose of this policy;

44.2. the right of access to your data (commonly known as a “data subject access request”) should you wish to have access then you can send us an access request which we will promptly respond to in accordance with the timescales stipulated in the GDPR;

44.3. the right to rectification - if you think that any of the data we hold about you is incorrect you can ask us to correct it, though we may need to verify the accuracy of the new data you provide to us;

44.4. the right to erase data - if you wish us to delete the data we hold you can ask us to do so and, subject to any regulatory retention requirements or other legal reasons which mean we cannot comply with your request which will be notified to you if applicable at the time of your request, we will do so;

44.5. the right to restrict what data we process - you can ask us to suspend the processing of your personal data in certain circumstances, as set out below. But do be aware that certain data may be required in order to provide you with our Services:

44.5.1. if you want us to establish the data’s accuracy;

44.5.2. where our use of the data is unlawful but you do not want us to erase it;

44.5.3. where you need us to hold the data even if we no longer require it as you need it to establish, exercise or defend legal claims;

44.5.4. you have objected to our use of your data but we need to verify whether we have overriding legitimate grounds to use it.

44.6. the right to portability - you can ask us to transfer your data to someone else. Note this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you;

44.7. the right to object to our processing your data - we will review any objections but we may need to process certain data in order to provide our Services;

44.8. rights relating to automated decisions - in certain circumstances you have the right not to be subject to a decision based solely on automated processing which, for example where a computer algorithm (rather than a person) makes decisions about you. This right is not available in all circumstances. If you request this right and it is not available to you, we will let you know.

45. Consent

45.1. Generally we do not rely on consent as a legal basis for processing of your personal data although in some circumstances we may need your consent to process your personal data. Where consent is required, we will obtain this consent as part of the process when you sign up to any of our services. This Privacy Policy forms part of the Terms & Conditions you have signed or will sign up to.

45.2. Where we are relying on consent to process your personal data, you can withdraw your consent at any time. If you change your mind or wish to withdraw consent at any time you can do so either by using the preferences on our Sites or email us at either of support@sellmylivestock.co.uk or support@graindex.com. This will not affect the lawfulness of any processing carried out before you withdraw your consent. If you withdraw your consent, we may not be able to provide certain Services to you. We will advise you if this is the case at the time you withdraw your consent.

46. Access to information

The GDPR rules and the Data Protection Act 2018 give you the right to access information held about you. We will promptly respond to any such request within the GDPR timescales.

47. Changes to our privacy policy

Any changes we may make to our privacy policy in the future will be posted on this page and, where appropriate, Notified to you by e-mail.

48. Data Protection Officer

If you wish or need to contact our Data Protection Officer with any query or request you can do so at dpo@hectare.farm.

 

When you register as a user in any listed online auction

 

 

FARMPAY TERMS AND CONDITIONS

1. Agreed Terms and Conditions

1. These are the terms and conditions on which we supply our guaranteed payment system platform that facilitates secure online payments for buying and selling agricultural goods and services (FarmPay). By providing us with your information, registering for a User Account (defined below) and using FarmPay, you agree to accept these terms and conditions which form the basis of the contract between you and us (Contract).
2. Please read these terms carefully before you use FarmPay. These terms tell you who we are, how we make FarmPay available to you, third-party providers we use, how you and we may change or end the Contract, what to do if there is a problem and other important information.
3. This Contract constitutes the entire agreement between us in relation to your use of FarmPay. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation based on any statement in these terms.
4. If you do not agree to these terms and conditions, please do not register for an account or use FarmPay. If you have any questions about the terms and conditions, please contact info@farmpay.co.uk
5. These terms and conditions do not apply to your use of sellmylivestock.co.uk (“SML”) or graindex.com which are agricultural trading portals operated by Hectare. These terms and conditions are supplemental to the terms and conditions which apply to your use of SML graindex.com, these terms and conditions can be found here.

2. Information About Us and How to Contact Us

1. We are Hectare Agritech Limited (“Hectare, “we” or “us”) a company registered in England and Wales. Our company registration number is 8285271 and our registered office is at Stansted Park, Rowland’s Castle, Hampshire, PO9 6DX.
2. Hectare Agritech Limited is authorised and regulated by the Financial Conduct Authority for credit broking and certain debt-related activities. Hectare is entered on the Financial Services Register (reference number. 762412).
3. Hectare is not authorised and regulated by the FCA to operate as an authorised payment institution or otherwise carry-on regulated payment services. Accordingly, all payment services related to the operation of FarmPay and the execution of Transactions are carried on by third-party payment services providers, as detailed in clause 6.
4. You can contact us by writing to us by email to info@farmpay.co.uk or by post to Stansted Park, Rowland’s Castle, Hampshire, PO9 6DX. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provide to us when you create an account to use FarmPay.

3. Definitions

1. The following definitions shall apply in these terms:

Buyer: means any individual or business entity who is a Registered FarmPay User and who is buying Stock through SML.

Commission: means the commission payable to Hectare for completing a Transaction through FarmPay, as more particularly described in clause 10.1.

Contract: has the meaning given to it in clause 1.1.

FarmPay: has the meaning given to it in clause 1.1.

Fee: means the fee payable by the Buyer to the Seller for the Stock through FarmPay.

Registered FarmPay User: means either a Buyer or Seller who has registered as a user of FarmPay and has been approved as a FarmPay account holder by Hectare.

Seller: means an individual or business entity who is a Registered FarmPay User and sells Stock through SML.

Shieldpay: has the meaning given to it in clause 6.1.

Shieldpay Account: means the escrow account operated and managed by Shieldpay as part of the Shieldpay Services, the use of which is governed by the Shieldpay Terms.

Shieldpay Services: has the meaning given to it in clause 6.1.

Shieldpay Terms: has the meaning given to it in clause 6.6.

SML: has the meaning given to it in clause 1.5.

Stock: means cattle, sheep and/or pigs.

Taxes: has the meaning given in clause 9.2.

Transaction: means any transaction agreed through FarmPay between Registered FarmPay Users.

TrueLayer Terms of Service: has the meaning given to it in clause 6.14.

User Account: means the FarmPay account signed up for and created for access to FarmPay by Registered FarmPay Users.

Soft Credit Check: A soft credit check is an initial look at certain information on your credit report. Companies perform soft searches to decide how successful your application would be without conducting a full examination of your credit history. Crucially, soft searches aren't visible to companies – so they have no impact on your credit score or any future credit applications you might make. Only you can see them on your report and it doesn't matter how many there are.

4. Our Contract with You

1. These terms will be binding on you from the day you create an account to use FarmPay and will continue until your account with us is terminated in accordance with ‘Closing your FarmPay account’ or ‘our rights to end the Contract’ section of these terms.
2. If the supply of FarmPay is suspended or delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the suspension or delay. We will not be liable for any suspension or delays caused by the event.

5. Our Rights to Make Changes

We may update these terms or the FarmPay site from time to time for legal or regulatory reasons or to allow the proper operation of FarmPay. We will notify you of any updates via the email address provided by you when you register as a Registered FarmPay User or via a notification on FarmPay. The changes will apply to your use of FarmPay after the date of such notice. If you do not wish to accept the revised terms and conditions, or use FarmPay following any changes, you should not continue to use FarmPay. Your continued use of FarmPay after the date we notify you of any changes to these terms and conditions or the FarmPay site, shall indicate your acceptance to the revised version of the terms and conditions.

6. Use of third-party payment service providers

1. Hectare use Shieldpay Limited (Shieldpay) to provide payment services and escrow services to you to complete each Transaction through FarmPay (collectively, the Shieldpay Services).
2. Shieldpay is a company registered in England and Wales, with company registration number 10061792 and registered office at 2^nd Floor, 34-37 Liverpool Street, London, EC2M7PP.
3. Shieldpay is authorised and regulated by the Financial Conduct Authority as an authorised payment institution to provide payment services and is entered on the Financial Services Register (reference number: 770210).
4. Shieldpay is responsible for activities relating to the operation of payment accounts and payment services related to this, enabling placement and withdrawal of monies to a payment account, the issuing and acquiring of payment instruments and execution of payment transactions.
5. By agreeing to these terms and using FarmPay, you agree to be bound by Shieldpay’s terms and conditions for the Shieldpay Services provided as part of each Transaction. Both the Buyer and the Seller will be required to agree to be bound by Shieldpay’s terms and conditions for the purposes of making and receiving payment through FarmPay.
6. Shieldpay’s terms and conditions can be found here: www.shieldpay.com/europe/legal (Shieldpay Terms). The Shieldpay Terms which will be relevant to the Shieldpay Services and your use of FarmPay will be the ‘Payment Service Terms’ and ‘Escrow Service Terms’ as updated from time to time.
7. For the avoidance of doubt, if you wish to use FarmPay this will require Shieldpay Services so are required to accept the Shieldpay Terms. If you have any queries on Shieldpay’s Terms you should contact Shieldpay in writing at 2^nd Floor, 34-37 Liverpool Street, London, EC2M 7PP or support@shieldpay.com
8. You will be provided with access to Shieldpay’s payment service via FarmPay. All communication of information regarding a Transaction (including refunds due) and the handling of disputes will be communicated through FarmPay.
9. You will not be able to use and process a Transaction through FarmPay unless both the Seller and the Buyer have become a Registered FarmPay Users and both the Seller and Buyer have signed up to the Shieldpay Terms.
10. Hectare facilitate (i) the process of setting you up with a User Account, (ii) the management of your User Account and (iii) your request for a Transaction through FarmPay.
11. Hectare will not collect, make, manage, transfer or otherwise request any payments from you or on your behalf. Shieldpay, in providing the Shieldpay Services will be responsible for this. Accordingly, both Hectare and Shieldpay will have access to your User Account and all data and content stored in your User Account for the purposes of making FarmPay and the Shieldpay Services available to you.
12. Shieldpay will be responsible for payment of any funds due to Sellers from each Transaction to the bank account nominated by the Seller when the Seller registers for a User Account. It is your responsibility to notify Shieldpay if your bank account details change. We will not be liable to you for any losses arising from your failure to keep your bank account details up to date.
13. Once the Buyer and the Seller have agreed the Transaction through FarmPay and have confirmed the Fee payable, the Buyer will deposit the Fee by paying the Fee to the Shieldpay Account. Payment can be made by using the FarmPay features provided by the Platform, or by manually transferring the Fee directly into the Shieldpay Account using an alternate source of payment. All Fees paid by alternate sources must be referenced correctly by the Buyer using the details provided by the Platform. Hectare assumes no responsibility for Fees lost during incorrect transfer when using alternative payment methods outside of the Platform.
14. Where you make a payment by BACS transfer in accordance with clause 6.13.2(a), we use a tool provided by TrueLayer Limited (www.truelayer.com) (“Truelayer”) to initiate payments from your payment account. In order to use the services we provide through FarmPay, you will be asked to consent to the payment via Truelayer and agree to Truelayer’s terms of service (“TrueLayer Terms of Service”). The TrueLayer Terms of Service set out the terms on which you agree to TrueLayer initiating payment from your payment account. TrueLayer is subject to UK and EU data protection laws and is required to treat your data in accordance with those laws, as well as the TrueLayer Terms of Service and TrueLayer’s privacy policy. TrueLayer is authorised by the UK Financial Conduct Authority under the Payment Services Regulations 2017 to provide account information services and payment initiation services (firm reference number: 793171. You will be redirected from FarmPay to Truelayer’s platform to insert details of the payment and complete the payment, Truelayer is responsible for initiating the payment from your account to the Shieldpay Account.
15. We may use alternative regulated third-party payment initiation and account information service providers to facilitate the payment of the Fee from time-to-time, we will update these Terms to reflect this. You will be redirected from FarmPay to that alternative third-party platform to insert details of the payment and complete the payment, in the same way as set out in clause 6.14, the third-party will still responsible for initiating the payment from your account to the Shieldpay Account.
16. Where you make payment in accordance with clause 6.13.2(b) to deposit the Fee into the Shieldpay Account by bank transfer, we will provide you with the Shieldpay Account details through the FarmPay site for you to make the payment directly. You will be required to log-in to the bank account you wish to pay the Fee from to complete the payment.
17. Once the Fee has been deposited in the Shieldpay Account, the Seller will be notified through FarmPay and the Seller shall release the Stock which has been purchased by the Buyer. The Buyer shall notify the Seller, through FarmPay, when the Stock has been received.
18. The Buyer shall have the right to raise a dispute within the time period specified on the FarmPay platform if there is any issue arising out of or in connection with the contract between the Buyer and the Seller, including any issue with the Stock, before the Fee will be transferred to the Seller. This dispute shall be raised through FarmPay by selecting the ‘raise dispute’ button on your User Account.
19. If no dispute is raised by the Buyer pursuant to clause 6.18, Shieldpay shall transfer the Fee from the Shieldpay Account to the Seller’s nominated bank account. This shall be the nominated bank account given by the Seller when you registered for a User Account. These bank details will be stored by Hectare. The Commission payable to Hectare, will be deducted from the Fee payable to the Seller. Shieldpay is responsible for distribution of any Commission owed to Hectare for each Transaction.
20. If a dispute is raised pursuant to clause 6.18, the Fee shall be held in escrow by Shieldpay until the Buyer and the Seller confirm the dispute has been resolved.
21. Whilst Hectare will use reasonable endeavours to assist the Registered FarmPay Users to resolve the dispute, any dispute will be handled by Shieldpay and Hectare shall have no obligation or liability to the Registered FarmPay Users for any losses suffered as a result of a dispute, or any responsibility to assist Registered FarmPay Users to resolve any such dispute.

7. Hectare’s role

1. Whilst Hectare as a platform provider helps facilitate transactions that are carried out on the FarmPay platform, Hectare is not the Buyer or the Seller. FarmPay is provided as a platform for the Buyer and Seller to negotiate and complete Transactions. The contract formed when the Transaction is agreed is between the Buyer and the Seller, Hectare is not a party to this contract and does not assume any responsibility arising out of or in connection with the contract. The Seller will be responsible for the sale of the Stock and for dealing with claims made by the Buyer or any other issue arising out of or in connection with the contract between the Buyer and the Seller. Whilst Hectare will not be responsible or a party to the contract between Buyer and Seller, Hectare wishes for parties to have a good experience when using the FarmPay platform and provides a facility for Buyer’s to raise a dispute through FarmPay by selecting ‘raise dispute’ on your User Account.

22. In accordance with clause 6.5, as a Registered FarmPay User you will be required to agree to the Shieldpay Terms when using FarmPay. A contract will be formed between the Registered FarmPay User and Shieldpay when a Registered FarmPay User signs up to use FarmPay, Hectare is not a party to that contract and does not assume any responsibility arising out of or in connection with that contract. Shieldpay will be responsible for the performance of the contract in accordance with the Shieldpay Terms and for dealing with claims made by a Registered FarmPay User arising out of their use of Shieldpay, or any other issue arising out of or on connection with the contract between Shieldpay and a Registered FarmPay User.

8. Becoming a Registered FarmPay User

1. To register as a Registered FarmPay User you must be over eighteen years of age.
2. You must ensure the details provided by you on registration are correct and complete. You must notify us immediately of any changes to the information you provided when registered by updating your personal details through ‘your account’ on FarmPay. You are solely responsible for maintaining and updating your registration information and User Account.
3. You warrant that in registering for a User Account you provide, and shall continue to provide thereafter, true, accurate and complete information as prompted by the User Account registration form. You shall be solely liable for any losses, damages or claims arising out of your failure to provide and maintain accurate details or information.

9. Use of FarmPay

1. When you register to use FarmPay, you will be asked to create a password. You must keep this password confidential and must not disclose it or share it with anyone else. If you know or suspend that someone else knows your password, you should notify us by contacting support@farmpay.co.uk immediately.
2. If Hectare has reason to believe there has been or is likely to be a breach of security or misuse of FarmPay, Hectare may require you to change your password or Hectare may suspend your User Account.
3. Hectare are the owner or the licensee of all intellectual property rights in FarmPay, and in the material published on it. The material and content is protected by copyright laws and treaties around the world and all rights are reserved. You must not modify any materials you have printed off or downloaded in any way from FarmPay.
4. You must not use any part of the content on FarmPay for commercial purposes without obtaining a licence to do so from us or our licensors.
5. If you use FarmPay or any materials published on it, in breach of clauses 8.3 or 8.4 of this Contract, your right to use FarmPay will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
6. Although Hectare aims to offer the best service possible to its Registered FarmPay Users, Hectare makes no promise that the services provided through FarmPay will meet your requirements, or that the availability of FarmPay will be uninterrupted or fault free.
7. Your access to FarmPay may be occasionally restricted to allow for repairs, maintenance or the introduction of new services. Hectare will attempt to restore access to FarmPay as soon as is reasonably possible.
8. Hectare endeavours that the information provided through FarmPay will be correct, however, Hectare do not warrant or represent the accuracy and completeness of the material provided through FarmPay. Hectare may make changes to the material made available through FarmPay at any time without notice to you.
9. FarmPay may include links to other websites or material. Hectare is not responsible for, nor endorses the content or materials on these websites. Hectare has no control over the contents of these sites or resources.
10. FarmPay is designed and provided solely for use in the United Kingdom. We make no promise that materials on FarmPay are appropriate or available for use in locations outside of the United Kingdom. If you chose to access FarmPay from outside of the United Kingdom, you do so at your own risk and are responsible for compliance with all applicable law. Hectare disclaims all liability for use of FarmPay outside of the United Kingdom.
11. You are responsible for ensuring that all people who access FarmPay through your internet connection are aware of these terms and conditions and other applicable terms and conditions, and they comply with them.
12. We do not guarantee that the FarmPay platform will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access the FarmPay. You should use your own virus protection software.
13. You must not misuse FarmPay by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to FarmPay.
14. You must comply with all applicable laws when using FarmPay and your User Account.
15. You should take reasonable steps to confirm the identity of the person you are dealing with as part of a Transaction and that the Transaction is one that you should be making.

10. Payment

1. You will be responsible for determining, what, if any, taxes apply in connection with your use of FarmPay, including any services provided to you by Shieldpay (Taxes). You are responsible for assessing, collecting, reporting and remitting Taxes to the appropriate tax and revenue authorities. If requested, you must provide accurate information regarding your tax affairs, which you agree we may share with Shieldpay.
2. Shieldpay may be obliged to provide certain notices or forms, such as tax invoices or statements to you. You agree that Shieldpay may make such notices or forms available to us and that we will as soon as reasonably practicable make such notices and forms available to you, in a matter consistent with applicable law. You acknowledge and agree that Shieldpay have no obligation to directly provide the notices and forms to you directly.

11. Commission

1. We do not charge a fee for making FarmPay available to you. You can however choose to pay Hectare a discretionary commission payment for making FarmPay available. You can select the amount of commission you wish to be paid to Hectare when you submit the Transaction through FarmPay. You can elect to pay Hectare a fee/commission of any amount accepted by the platform. The commission will be calculated as follows:

1. Where you are the Buyer, the Commission will be added as a percentage to the Fee payable by the Buyer to the Seller through FarmPay. The amount will be based on how much you have elected to pay as a Commission through FarmPay.
2. Where you are the Seller, the Commission will be deducted as a percentage from the Fee payable to you by the Buyer through FarmPay. The amount will be based on how much you have elected to pay as a Commission through FarmPay.

2. If you choose and agree for Commission to be paid to Hectare for the Transaction the Commission will be paid to Hectare directly by Shieldpay from the Fee. Shieldpay will pay Hectare for all Commission accrued for each Transaction, each month on a monthly basis.
3. You will not be able to withdraw or amend the amount of Commission you elect to be paid to Hectare once you have submitted the Transaction through FarmPay. Even if, where you are the Buyer and you are entitled to a refund of part or all of the Fee, or where you are the Seller and you are required to refund part or all of the Fee, you will not be entitled to a refund of any Commission paid to Hectare for the Transaction.
4. If you think the amount of Commission paid to Hectare is wrong, please contact Hectare and Shieldpay promptly to let us know. We will work with Shieldpay to resolve this.

12. When we may refuse to complete a Transaction

1. We may refuse to accept a Transaction through FarmPay if any of the following applies:

1. your User Account has been closed in accordance with the ‘Closing your FarmPay account’ section or ‘Our rights to end the Contract’ of this Contract;
2. the Transaction seems unusual or you ask us to carry out any unusual transaction which are not transactions usually carried out through FarmPay;
3. we reasonably suspect fraud or illegal activity or that the funds are the proceeds of illegal activity or are generated from what we regard as a high risk activity or from a recognised high risk country;
4. you have not agreed to these terms and conditions;
5. where Shieldpay (i) refuse to make a payment, (ii) suspend or restrict your ability to receive a payment or (iii) refuse to complete a Transaction in accordance with the Shieldpay Terms;
6. we reasonably believe the Transaction would damage our reputation.

2. Where lawful for us to do so, we will notify you if we cannot complete a Transaction by notifying you using the contact details you provided when you signed up for your User Account.

13. Closing your FarmPay account

1. You can stop using FarmPay and end the Contract with us at any time by giving us written notice by doing one of the following:

1. Phone or email. Email us at support@farmpay.co.uk . Please provide your name, address, details of your User Account, your phone number and email address.
2. By post. Simply write to us at the address shown above, including details of your User Account and your name and address.

2. If you end the Contract with us pursuant to clause 13.1 these terms and conditions shall continue to apply to any Transactions which are not complete at the date of termination. We reserve all rights under this Contract in respect of a Transaction requested prior to the date of termination.

14. Our Rights to End the Contract

1. Without prejudice to any right or remedy Hectare may have, Hectare can terminate this Contract and cease providing FarmPay to you by giving you 14 days written notice in writing.
2. We may suspend your ability to use FarmPay or terminate the Contract at any time if:

1. Shieldpay terminate their agreement for payment services with us;
2. Shieldpay at any time suspend or restrict your ability to receive or make payments through the Shieldpay platform;
3. you do not permit or allow Shieldpay to make any payment of Commission due to us when it is due;
4. you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to make FarmPay available to you;
5. you do not agree to the Shieldpay Terms;
6. you commit a material breach of any term of the Contract and (if such breach is remediable) fail to remedy that breach within 14 calendar days of you being notified in writing to do so;
7. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your 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 your assets or ceasing to carry on business;
8. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business.

3. Where we suspend or restrict your ability to use FarmPay, we will inform you by giving reasonable notice of such suspension or restriction assuming it is lawful for us to do so.
4. Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.

15. Liability

1. Nothing in these terms shall limit or exclude ours or your liability for:

1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation;
3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
4. any matter in respect of which it would be unlawful to exclude or restrict liability.

2. We do not collect, store or manage any payments on your behalf. We will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any loss or damage suffered by you from the Shieldpay Services provided to you by Shieldpay or as a result of an act or omission of Shieldpay.
3. Subject to clause 15.1:

1. we will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

1. use of, or inability to use, FarmPay; or
2. use of or reliance on any content displayed through FarmPay.

2. we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:

1. loss of profit, sales, business or revenue;
2. business interruption;
3. loss of anticipated savings;
4. loss of business opportunity, goodwill or reputation; or
5. any indirect or consequential loss; and

3. our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to £2,000,000.

16. How We May Use Your Personal Information

We will only use your personal information as set out in our [https://hectare.farm/terms].

17. Other Important Terms

1. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the Contract.
2. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing. This Contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the Contract or make any changes to these terms.
3. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
4. We may update these terms and conditions from time to time. We will notify you of any changes to these terms and conditions when you log in to your User Account. If you do not agree to the changes to these terms and conditions you should cease using FarmPay.
5. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you, but we continue to provide the products, we can still require you to make the payment at a later date.
6. Any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

Hectare Agritech Ltd t/a SellMyLivestock Auction Conditions of Sale for Sheep

 

Version: British Charollais Sheep Society Limited

 

All Charollais sheep exposed for sale under the auspices of the British Charollais Sheep Society Limited (the Society) are sold subject to and in accordance with the following rules:-

 

(1) PEDIGREE

(i) Sales shall be restricted to pedigree sheep only which are the bona-fide property of a member of the British Charollais Sheep Society Limited which have been registered in the Flock Book.

(ii) The pedigree of each animal is guaranteed to be correct by the person whose name appears as a Vendor in the catalogue.

(iii) Certificates of pedigrees must be lodged with the Society with the sale entry form.

 

(2) VETERINARY

(i) Animals affected with any disease of an infectious nature are strictly prohibited from being presented for sale..

(ii) If a sheep sold at the sale is tested by the buyer for Maedi Visna within thirty days of the sale and is proven positive the Vendor will be responsible for taking the sheep back, paying for all expenses and refunding the full purchase price .

(iii) All sheep offered at sale must comply with the DEFRA dipping regulations then in force.

(iv) Ewes and Ewe Lambs which have been the subject of Embryo Transplant Procedures (whether as recipients or donors) and / or artificial insemination or Embryo Collection Procedures shall be so described on the entry form and the sales catalogue.

(v) Rams and Ram lambs from which semen has at any time been collected shall be so described on the entry form and in the sales catalogue.

 

(3) CONDITIONS AFFECTING VENDOR AND PURCHASER AND CONDUCT OF THE SALE

(i) All sheep exposed for the sale are at the risk of the Vendor prior to the sale and must be bona fide property of the Vendor at the time of the sale. All lots are accepted for sale on terms that the Vendor warrants his right to sell the same and undertakes to indemnify SellMyLivestock and the Society against all actions proceedings, claims, demands, costs, charges or expenses to which they may be exposed or which they incur by reason of any defect in title.

(ii) No substitute animal shall be permitted to be offered for sale.

(iii) Where animals are offered for sale by a person in his own name, but he is in fact acting as Agent, he shall, if so required by SellMyLivestock be bound to disclose the name and address of his principal and in such case both the principal and the Agent shall be jointly and serverally liable under the Contract of sale and any steps authorised by these Conditions or by the general law may be taken against either or both of them.

(iv) Any person intending to bid for an animal or animals as an Agent shall inform SellMyLivestock of his intentions before the commencement of the sale of such animals and shall, if required disclose, the name and address of his principal.

(v) Save as provided in condition (viii) below, in all cases, where a person whose bid is accepted is in fact acting as an agent whether or not he has disclosed this fact, he and his principal shall be deemed to be and remain jointly and severally liable on the contract, and no steps taken or proceedings commenced against the principal or the agent shall be deemed to operate as an election discharging the other from liability unless such steps or proceedings result in a final satisfied judgment.

(vi) Save as aforesaid the agent and his principal shall be deemed to be jointly and severally liable on the contract and any steps authorised by these conditions or the general law may be taken against either or both of them whether the existence or identity of the principal was disclosed or not.

(vii) Conditions (v) and (vi) above shall not apply if before the commencement of the sale the agent informs SellMyLivestock that he intends to contract as a principal in which case the agent will be deemed to be personally and solely liable on the contracts.

(viii) The highest bidder shall be declared the Purchaser subject to Rule

(ix) below and each bid shall exceed the former bid by at least one pound or guinea. SellMyLivestock reserve the right to refuse any bid without giving a reason for doing so.

(ix) The Vendor has the right to fix a reserve price; which shall be properly notified to SellMyLivestock in writing prior to commencement of the sale. The right to bid by and on behalf of the Vendor in the terms of The Sale of Goods Act 1979 as amended is expressly reserved.

(x) Each animal forward at the sale must be exposed for sale by auction before any Private sale shall be permitted or recognised by the SellMyLivestock.

(xi) If a person who has entered a lot for sale sells that lot privately on the day of the sale these conditions shall so far as applicable govern the private sale.

(xii) In such a case the Vendor or failing him the Purchaser shall book the transaction with SellMyLivestock and the purchase money shall be payable to them in full.

(xiii) SellMyLivestock reserve the right to change and recover the whole of the commission which would have been payable if the lot had been sold at auction for the price obtained on the private sale and if they exercise the right they should be entitled to deduct commission before accounting to the Vendor.

(xiv) If a vendor fails to comply with the provisions of paragraph 5 (xii) above he shall be liable to pay the said commission.

(xv) (a) If a purchaser fails to comply with any of the preceeding Conditions as to the purchase price SellMyLivestock may cause the lot in respect of which failure is made to be re-sold by public or private sale without warranty or reserve and without notice to the purchaser. (b) If upon re-sale as aforesaid a lower price is obtained for any lot than was obtained in the first sale the difference in price together with all costs and charges attending the re-sale shall be a debt from the purchaser in default at the first sale.

(xvi) Immediately after the purchase of each animal is declared the risk of the animal shall pass to the purchaser but until the price is paid the right of property shall not pass and delivery of the animal shall be suspended.

(xxi) No undertaking by SellMyLivestock or their respective servants to take charge of any animal after the sale or to forward it to its destination shall be held to impose upon the SellMyLivestock any legal obligations or invalidate any of these rules.

(xxii) No liability whatsoever is undertaken by the SellMyLivestock for the accuracy or otherwise of statements appearing in the catalogue or made at the sale. The Vendor is responsible for such statements and for any error or mis-statement.

(xxiii) Apart from the guarantees laid down in these rules or specifically given by the vendor in the catalogue animals are sold subject to their conditions and to all faults.

(xxiv) In the foregoing rules the word “animal” shall be held to include a ewe and lamb when sold together.

 

(4) FERTILITY GUARANTEES

 

(a) Rams and Ram Lambs

 

1. All rams and ram lambs are warranted by the seller capable of natural and effective service within three calender month from the date of the sale. If at the expiry (the male fertility guarantee period) the ram or ram lamb has failed to prove himself capable of natural and effective service and a veterinary surgeon's certificate is lodged within 14 days from the date of expiry of the male fertility guarantee period with the SellMyLivestock specifying that the ram is so incapable and further that the veterinary surgeon has inspected the buyer's breeding ewes and found them to be in normal responsible breeding condition and not in the aforementioned incapacity then the buyer may return the animal to the seller.

2. The animal shall be deemed incapable of natural and effective service if it fails to make at least one ewe pregnant during the male guarantee period under natural breeding conditions and is so certified as being incapable by veterinary surgeons certificate aforementioned. The Society recommends that the veterinary surgeon follows the “Guidelines on the examination of rams for breeding” and also the “SVS Examination Certficiate” as issued by the sheep Veterinary Society.

3. The buyer shall throughout the male guarantee period give the animal full and sufficient opportunity to prove that he is capable of natural and effective service.

4. Ewes which have been "sponged" and or treated with hormone treatment to induce or synchronise ovulation shall not for the purpose of this guarantee be "in normal condition".

 

(b) Ewes and Ewe Lambs

 

1. All females offered for sale are warranted not to be in lamb unless otherwise stated in the catalogue at the time of sale.

2. If within fourteen weeks after the day of the sale a female sheep warranted not in lamb as aforesaid proves to be in lamb and within sixteen weeks after the day of sale the purchaser gives to SellMyLivestock written notice supported by a certificate signed by a veterinary surgeon such female sheep has been proved to have been in lamb then if the sheep lambs naturally at a date which proves it to have been in lamb at the date of sale either the purchaser may return the sheep and her lamb if any to the Vendor or at the sole option of the Purchaser the Vendor shall pay to the Purchaser as and for ascertained and agreed liquidation damages to cover all expenses depreciation in value and other damages whatsoever a sum equal to 25% of the purchase price of the sheep.

3. If any female sheep which was described in the catalogue or at the time of sale as being "scanned in lamb" or in lamb proves not to have been in lamb at the time of sale and within 7 days after the day of sale the Purchaser gives written notice to SellMyLivestock of his intention to return the animal supported by a veterinary surgeon's certificate that such sheep has proved not to have been in lamb then the purchaser may return such sheep to the Vendor.

4. The Vendor shall specify in the catalogue the identification of the ram with which the female has been running.

5. Except where stated to the contrary in the catalogue or at the time of sale every ewe described as with lamb at foot is warranted to be suckling all the lambs with which it is sold. If notice in writing is given to SellMyLivestock within 5 days after the day of the sale that there has been a breach of warranty then the Purchaser may return the ewe or ewes and lambs to the Vendor.

6. All females offered for sale are warranted correct in the mouth and udder at the time of sale unless otherwise described in the catalogue.

7. If any such sheep is proven to be unsound in mouth or udder that is to say is lacking any of 8 broad teeth or has damaged or worn teeth or defected udder and notice of such unsoundness is given to the SellMyLivestock within 5 clear days after the day of sale supported by a certificate signed by a veterinary surgeon then either the purchaser may return the sheep to the vendor or at the sole option of the purchaser the vendor shall pay to the purchaser as and for ascertained and agreed liquidated damages to over all expenses depreciation in value and other damages whatsoever compensation at the rate of 66.66% of the purchase price.

 

(c) It is hereby agreed that:-

 

1. Incapacity due to injury from whatever cause, illness suffered or contracted after the date of sale is not covered by the guarantee.

2. Death within the respective guarantee period voids any liability under this guarantee.

3. In cases where the Vendor insures his liability under the fertility guarantee the insurers shall assume the rights and remedies of the vendor under the guarantee subject to the terms of the insurance policy.

 

(5)

 

1. Except where otherwise expressly provided the breach of any warranty contained in these conditions shall give the Purchaser a right of refuse to take delivery of or return the animal in accordance with these conditions and to recover such reasonable costs and charges as he may be entitled to under these conditions but shall give him no right to claim damages from the vendor in lieu of exercising such right of refusal or return.

2. No claims by a purchaser under these condition shall be valid unless the purchaser notifies SellMyLivestock in the manner prescribed of such claims within the time limit laid down in the appropriate Conditions.

3. Where under any provision in these Conditions the purchaser has the option of returning an animal or claiming damages then unless within 3 days after first notifying the Vendor of his intentions to make a claim he either returns the animal to the Vendor or gives notice in writing to SellMyLivestock and the Vendor of his intentions to return the animal and of his willingness to comply with any direction which may be given to him regarding the return of the animal the purchaser shall be taken to have elected to claims damages and to have waived any right to this effect by the SellMyLivestock.

4. Save as aforesaid in the case where the purchasers sole remedy is to return the animal, the return shall be carried out within 3 days of the receipt of a request to this effect by the SellMyLivestock

5. No claims by a purchaser that an animal does not comply with any warranty other than any condition or warranty as to title shall be valid unless: The Purchaser has given notice to SellMyLivestock in the manner and within the time prescribed including provision of any veterinary surgeons or other certificates required by these conditions and in the case where the purchaser has claimed the right to reject an animal on the ground that its physical condition constituted a breach of warranty and the vendor has called for a veterinary surgeon’s certificate or opinion the purchaser has provided the certificates or opinion within such reasonable period as SellMyLivestock shall have specified.

6. Notwithstanding any other provision of these Conditions where any veterinary surgeon’s or other certificates or opinion is required by or under these conditions to be provided within any specified period the SellMyLivestock shall be entitled whether before or after the expiration of the said period to allow such further time for the delivery of the said certificates or opinion is provided within such further time any claims by the purchaser shall as from that moment be as effective for the purpose of these Conditions as if the certificate or opinion has throughout been provided in due time.

7. If a purchaser claims that an animal does not comply with any warranty given but the vendor disputes the claims the claim shall stand referred for decision to the SellMyLivestock or to any person whom they may appoint for the purpose such other person as the case may be being hereafter called “the referee”. The referee who shall act as an expert and not as an arbitrator shall make such examination or trail of the animal and such enquiry of any person as in his sole and unfettered discretion he considers necessary or desirable for determining the dispute.

8. The decision of the referee on any matter referred to him which shall include the question whether any disease is or is not whether by reason of its temporary character or otherwise such as to constitute a breach of warranty and on whether any animal which is to be returned shall be returned to the premises of the vendor shall be final and binding upon both vendor and purchaser provided that if either the vendor or the purchaser so requests in writing within fourteen days after the decision the referee shall within twenty-one days after receiving such a request put his decision into writing and send one copy thereof to the vendor and another copy to the purchaser.

9. The party against whom any decision is given hereunder shall pay all reasonable expenses incurred by SellMyLivestock in connection therewith including the cost of any examination or enquiry and the fees of any person appointed by the SellMyLivestock to give any decision or to make any enquiry or examination.

10. Where a purchaser duly exercises his right under any provisions herein contained to refuse to make delivery of any animal or to return it to the vendor he shall be entitled to the return of the purchase money or such part of it which he has not paid and shall be released from liability for any part of it which he has not paid and shall be entitled to reasonable costs incurred by him in obtaining any veterinary surgeon’s or other certificate or opinion which he may be required to furnish under the said provision as a condition of exercising his said right.

11. Where the purchaser exercises his right to return an animal he shall do so at his own expense but the Vendor shall pay to the puchaser the reasonable cost and charges of the transit of such animal to and from the purchaser’s premises and in the case of an animal which has been at the purchaser’s premises for not less than a week the reasonable cost of its keep.

12. Should the purchaser of any animal return it without being entitled by these conditions to do so he shall be liable to pay SellMyLivestock and the vendor all costs expenses damages which the SellMyLivestock and the vendor respectively are put to or by reason of the purchaser’s action.

13. Save as herein expressly provided if the purchaser does not comply with the foregoing conditions in every particular he shall be bound to keep the lot with all faults and shall have no claims under these conditions for damages or otherwise against any person on respect of the sale.

14. SellMylivestock shall not be bound to entertain any claims by the purchaser under these conditions unless he has paid the purchase money in full before the claim is made.

15. Except as herein expressly provided (a) There shall be no condition or warranty otherwise than as to title in regard to any of the lots sold and (b) Each lot shall be taken with all faults imperfectly and errors of description

 

(6) GENERAL

 

1. 1. 1. Time shall be of the essence of all conditions in which time limits are prescribed provided that were the time limited for any person to do anything expires on a Sunday Bank holiday or public bank holiday or a day following next after any such days then such Sunday or Bank holiday shall be excluded from the computation of the time.

      2. In the computation of any period of time before or after the sale or any other event the day of the sale or other event as the case may be shall be excluded.

      3. All periods expressed as a number of days shall be taken to refer to that number of clear days and similarly for any other period of time.

      4. Notwithstanding anything in the foregoing Conditions but subject as hereinafter mentioned any written notice under any of these Conditions may be served on the person whom it is given whether personally or by leaving it for him at his last known place of abode 16 or business during ordinary office hours or by sending it through the post in a prepaid delivery letter addressed to him there and any such letter shall be deemed to have been received by him at the time at which it would be delivered in the ordinary course of post.

      5. Provided always that any written notice required by any of these Conditions to be given by a purchaser to a vendor by leaving it at the office of SellMyLivestock and any letter shall be deemed to have been received by the vendor at the time at which it would have been delivered to the SellMyLivestock.

      6. SellMyLivestock on receiving any such notice as aforesaid shall soon as reasonably practical communicate by post the contents of such notice to the vendor.

      7. Except as aforesaid all communications and negotiation with reference to any dispute between any purchaser and vendor with reference to any animal sold under these Conditions shall take place directly between the purchaser and the vendor respectively and SellMyLivestock shall not be concerned therewith.

      8. Without prejudice to the foregoing rules it is hereby expressly declared that the vendor selling and the purchaser by purchasing any animal shall be bound by the above rules not withstanding the terms of any statutory enactment or custom or trade to the contrary.

      9. Dispersal Sales. This term shall only be used where the registered flocks is to be completely disposed of and the registered monogram surrendered to the Society. Should the flock owner concerned wish to re-start at any time then his application will be treated as for new flock and no question of re-registration will be considered.

      10. Commission shall be levied by SellMyLivestock at a percentage of the sale price agreed by the Society which shall be apportioned between the Society and SellMyLivestock by prior agreement.