Terms and conditions

GENERAL TERMS AND CONDITIONS ON THE TRADE IN LIVESTOCK

1. GENERAL

1.1. These terms and conditions apply to the sale of livestock by traders registered by the Livestock Trade Commission, which comes under the Dutch Product Board for Livestock, Meat and Eggs (‘PVE’). These registered traders will be referred to hereinafter as ‘the Seller’. Any deviating or additional terms and conditions contained in the Buyer’s order, to which the Buyer may refer at some point are hereby dismissed explicitly and do not apply.

1.2. These Terms and Conditions and all agreements between the Buyer and the Seller are governed by Dutch law, with the exception of the United Nations Convention on Contracts for the International Sale of Goods (the Vienna Sales Convention) . All legal claims pursuant to an agreement between the Seller and the Buyer will be filed with the competent Dutch court in the Seller’s place of residence or establishment.

2. DELIVERY

2.1. Unless otherwise agreed the livestock will be delivered DDU (Incoterms 2000). However, the risk will pass to the Buyer when the livestock has been unloaded.

2.2. The Seller ensures that the livestock has been approved by the competent Dutch government agency and that the shipment will be accompanied by such documents as required prior to delivery by the applicable Dutch – and EC – regulations insofar as known on the day prior to shipment in the Netherlands.

2.3. Immediately upon arrival of the means of transport on the place of delivery the Buyer is required to take delivery of the livestock in a safe manner and to provide the necessary means and assistance. If the Buyer does not cooperate in taking delivery of the livestock, the livestock will be deemed delivered at the time that the Seller was entitled to demand or expect that delivery would be taken, in deviation from the provisions contained in Article 2.1. The Seller is entitled to compensation from the Buyer of the loss and damage and costs arising from the refusal or delay in taking delivery.

2.4. The Seller will ensure that customs and other formalities such as the required licences are satisfied that prior to delivery should be satisfied and can be satisfied by another party than the Buyer or his representative. The Seller will bear the costs of said formalities upon – or in connection with – importation into the country of destination.

2.5. The Buyer will ensure that all customs and other formalities such as the required licences that pursuant to the provisions of the preceding paragraph are not satisfied by the Seller are satisfied and will bear all costs that pursuant to those same provisions are not for the Seller’s account.

3. DEVIATING PROVISION REGARDING DELIVERY

In the event that FCA delivery has been agreed or any other provision mentioned in the Incoterms 2000, this term will be interpreted in accordance with the Incoterms 2000 and the provisions of Article 2 of these General Terms and Conditions will not apply.

4. LIABILITY

4.1. Provided that the livestock delivered has been approved as referred to in Article 2 of these General Terms and Conditions, the Seller is liable neither for any visible or hidden defect, including any visible or hidden disease by which the livestock may have been afflicted at any point, nor for any consequence of the same.

4.2. Any delivery terms mentioned by the Seller are by approximation and not binding on the Seller. Excess of a delivery term will never constitute a ground for the Buyer to refuse to take delivery or make payment or to claim compensation of loss and damage.

4.3. The Seller is not liable for any loss or damage that the Buyer may sustain in the event of force majeure or if due to circumstances that the Seller could not prevent performance of the agreement by the Seller is impeded temporarily or permanently or is aggravated beyond reasonable expectations. In that case, provided that the Seller has notified the Buyer, the Seller has the right to suspend the delivery for a maximum of 60 days after which, if the impediment continues, either party has the right to dissolve the agreement by telegram, fax or E-mail.

4.4. Without prejudice to the above any liability of the Seller is limited to the invoice amount of the shipment that is the subject of the loss or damage.

4.5. The Buyer is required to indemnify the Seller against any claims of third parties insofar as they exceed the Seller’s liability under these General Terms and Conditions.

5. PRICES AND WEIGHTS, DEVIATIONS

5.1. All prices are per kilogram of live weight unless otherwise agreed in writing. The total live weight stated in the Seller’s invoices is binding on the Buyer unless:
a. Upon delivery the Buyer states underweight to the driver with regard to the total number of livestock;
b. The Buyer within four hours after completed delivery provides to the Seller a specified statement of the underweight established; and
c. The Buyer in time renders all such assistance to the Seller as required to verify or have others verify the underweight stated, if necessary.
The onus of proof regarding the underweight lies with the Buyer in the cases described in a to c inclusive.

5.2. The Seller’s invoices are binding evidence that the Buyer owes the amounts specified therein unless within twenty-four hours after both completion of the delivery and receipt by the Buyer of the invoice the Seller receives from the Buyer a telegram, fax, E-mail or written communication in which the Buyer lists the discrepancies he has found in the invoice.

6. PAYMENT

6.1. The Buyer must pay the amounts due according to the Seller’s invoices, without discount or set-off, by payment into an account designated by the Seller. The payment term is eight (8) days from the date of invoice.

6.2. Failing payment the Buyer will be in default by the mere expiry of the applicable term without a notice of default being required. From the date of expiry of the term interest will be charged on the Seller’s claim at 1% per month or portion thereof, or interest at the statutory rate, whichever is the higher.

6.3. If in the Seller’s opinion the Buyer constitutes a credit risk the Seller has the right to demand security and to suspend any deliveries already agreed and to this end redirect shipments in transit if necessary. The Seller has this right as long as not all his outstanding claims have been paid.

6.4. If the Buyer is declared bankrupt or granted (provisional) suspension of payments or becomes the subject of attachments or other legal measures on account of unpaid debts, all the Seller’s claims against the Buyer will become immediately payable on the date of the bankruptcy order or the day on which the aforesaid other measures are commenced.

6.5. All costs incurred by the Seller because the Buyer refuses to take delivery of the livestock delivered or because the Buyer fails to pay his debts to the Seller will be for the Buyer’s account. Those costs include all costs incidental to the redirecting of shipments and costs of information and legal assistance, the latter also in excess of the amount of the actual procedural costs, as well as all taxes to be paid by the Seller.

7. RETENTION OF TITLE

The Seller retains title to the livestock until their price and all other amounts to be paid by the Buyer under the contract of sale or otherwise due to the Seller have been paid in full. Until payment in full has been made the Buyer will be required to keep the livestock delivered separate from other livestock and clearly identified as the Seller’s property.

If disputes arise about the contents of these terms and conditions the Dutch version will be binding.