GRASSTEC LIMITED – TERMS AND CONDITIONS OF SERVICE

  1. THE SERVICES
    • Grasstec agrees to supply the Services to the Purchaser and the Vendor pursuant to these Terms. By availing of the Services, each of the Purchaser and the Vendor are irrevocably and unconditionally deemed to have accepted these Terms.
    • For the avoidance of doubt, the contract of sale in respect of the Livestock is entered into by the Purchaser and the Vendor directly. Grasstec is merely facilitating the entry into of such contract but is not a party to it and furthermore Grasstec is not acting as the agent of either party.
    • Grasstec shall:
      • provide the Services in accordance with the provisions of these Terms and in accordance with its usual professional standards; and
      • use reasonable endeavours to provide the Services in a timely manner.
  1. BASIS OF SALE
    • Grasstec’s employees and agents are not authorised to make any representations concerning the Livestock or the Services unless confirmed by Grasstec in writing. Each of the Purchaser and the Vendor acknowledges that it does not rely on, and waives any claim for breach of, any representations which are not so confirmed.
    • Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice, or other document or information issued by Grasstec shall be subject to correction without any liability on the part of Grasstec.
    • No representation, claim, specification or price given in any advertising or promotional literature of Grasstec shall form part of these Terms unless specifically stated otherwise in writing by Grasstec.
  2. SALES ORDERS
    • The Purchaser shall be responsible to Grasstec for ensuring the accuracy of the terms of any Sales Order confirmed and/or quoted by Grasstec.
    • Grasstec is not responsible for and does not give any warranty, representation or guarantee as to the accuracy or completeness of the information provided by the Vendor and/or included in any Sales Order. For the avoidance of doubt, Sales Orders issued by Grasstec shall not constitute offers to the Purchaser and their acceptance will not create any binding obligation on Grasstec to provide the Services.
    • Unless it is expressly stated in these Terms that any figures or statements therein or in Grasstec’s catalogues, sales literature or in any other documents supplied by Grasstec are guaranteed to be accurate, such figures and statements shall be approximate.
    • No order which has been accepted by Grasstec may be cancelled by the Purchaser except with the agreement in writing of Grasstec and on terms that Purchaser shall indemnify and keep indemnified Grasstec in full against all losses (including loss of profit) costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Grasstec as a result of cancellation.
  3. OBLIGATIONS OF PURCHASER AND VENDOR
    • The Vendor shall:
      • complete and return to Grasstec a vendor information form confirming its trading name and address, contact information including phone numbers and email address, the herd number, VAT number and bank account details. Grasstec shall not be liable for any errors made by the Vendor in filling out the vendor information form; and
      • in circumstances where the Livestock includes pregnant animals, scan the animals to confirm such pregnancy and provide Grasstec with proof of same.
    • The Purchaser shall:
      • provide Grasstec with all necessary co-operation in relation to these Terms, including access to such information as may be required by Grasstec in order to provide the Services; and
      • carry out all other Purchaser responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays in the Purchaser’s provision of such assistance as agreed by the parties, Grasstec may adjust the scheduled Delivery Date or any other agreed timetable as reasonably necessary.
  1. DAIRY STOCK AND REQUIREMENTS
    • The Purchaser and the Vendor acknowledge and agree that it is the sole responsibility of the Vendor to ensure, prior to collection of the Livestock by Grasstec, that:
      • the Livestock excludes freemartins;
      • the Livestock does not contain beef genetics;
      • where pregnant animals are being sold the Vendor must scan the animals to confirm pregnancy; and
      • in the case of cows nothing other than cows with four teats that are milking normally are to be sold to the Purchaser.
    • Grasstec shall have no liability to the Purchaser in respect of the failure of the Livestock to comply with the criteria set out in clause 5.1. In circumstances where the Livestock provided to the Purchaser does not meet the criteria set out in clause 5.1, the Purchaser shall not be entitled to seek any repayment of the Service Charges from Grasstec and shall be obligated to seek any repayment of the Purchase Price directly from the Vendor.
  2. TITLE AND RISK
    • The parties acknowledge that the Vendor shall be solely responsible for feeding and for otherwise attending to and maintaining the Livestock in accordance with best farming practice until such time as the Livestock is collected from the Vendor.
    • The Vendor shall assist with loading the Livestock on to the delivery truck.
    • Risk shall pass to the Purchaser upon completion of loading of the Livestock on to the delivery truck. However, title to and property in the Livestock shall remain vested in the Vendor (notwithstanding the delivery of possession of the same and the passing of the risk therein to the Purchaser) and shall not pass to the Purchaser until the Purchase Price, the Service Charges and all other monies due from the Purchaser to Grasstec on any other account have been paid in full.
    • The Vendor represents and warrants to each of Grasstec and the Purchaser that the Livestock will, on delivery, be transferred to the Purchaser free of any encumbrances, liens, charges and security interests and that sale of the Livestock does not constitute a breach of any agreement to which the Vendor is a party.
  3. SELECTION OF LIVESTOCK
    • The Vendor warrants that it has provided Grasstec with complete and accurate information regarding the Livestock.
    • In circumstances where the Livestock is selected in person by the Purchaser or by a third party (other than Grasstec) on behalf of the Purchaser, the Livestock shall be identified by the animal’s ear tag and added to the Livestock List. The Livestock List shall then be signed by both the Purchaser and the Vendor on completion of selection of the Livestock.
    • In circumstances where the Purchaser requests Grasstec to select the Livestock on behalf of the Purchaser, Grasstec shall supply the Livestock List together with photographs of each animal and the ear tag for each animal.
    • While Grasstec shall take reasonable care in selecting the Livestock for and on behalf of the Purchaser pursuant to clause 7.3, Grasstec shall have no liability to the Purchaser for the Livestock selected by Grasstec.
    • Any animal included in a Livestock List may be replaced by an alternative animal with the approval of the Purchaser in circumstances where an animal fails an export test or veterinary inspection or cannot travel due to poor health reasons.
  4. DELIVERY, TRANSPORT AND IMPORTATION OF LIVESTOCK
    • In circumstances where Grasstec organises the transport and delivery of the Livestock as part of the Services, Grasstec:
      • may deliver the Livestock in more than one delivery load or together with other livestock being delivered to other third party purchasers in circumstances where Grasstec deems such arrangements to be necessary or appropriate;
      • may delay the delivery of the Livestock in order to facilitate transportation of other livestock being delivered to the same general geographic area;
      • arrange for lairage of the Livestock where they are due for export and the Purchaser agrees to pay any costs and fees incurred in respect of lairage, and the Purchaser agrees and understands that Grasstec is not responsible for any delays or rejection of livestock in connection with lairage;
      • shall have no liability to the Vendor or the Purchaser for any loss of or damage to the Livestock during transport; and
      • shall have no liability to the Purchaser for late delivery of the Livestock.
    • If multiple delivery loads are required to deliver the Livestock to the Purchaser, additional Service Charges may be applied and Grasstec shall notify the Purchaser of any such additional Service Charges in advance.
    • In circumstances where the Livestock is delivered to the Purchaser in a country outside of the Republic of Ireland, the Livestock shall only be confirmed to be free of those diseases stated in the Livestock’s accompanying Veterinary Documents.
    • The Purchaser shall be responsible for applying for and maintaining in force, all the necessary local permissions, authorisations and approvals in respect of the Livestock and its importation and for making all required notifications to any local or governmental authority in respect of the jurisdiction to which the Livestock is being delivered.
    • For the avoidance of doubt, Grasstec shall bear no responsibility for and not be liable to the Vendor or the Purchaser for any damage or injury to Livestock that occurs during transport or delivery, and the Vendor and the Purchaser are responsible for procuring insurance for the Livestock during transport.
  5. INSPECTION AND DEFECTS
    • The Purchaser is solely responsible for reviewing and inspecting the Livestock for any visible defects immediately upon delivery of the Livestock to the Purchaser (“Delivery”).
    • The Purchaser must notify Grasstec of any defects or issues with the Livestock within 24 hours of Delivery. The Purchaser must provide photographic evidence of any such defects or issues. In circumstances where no notification is provided to Grasstec within 24 hours of Delivery, the Purchaser will be deemed to have accepted and be satisfied with the condition of the Livestock.
    • The Purchaser is responsible for scanning pregnant livestock within two weeks of Delivery. Proof of any empty heifers must be documented by a veterinarian or veterinarian technician carrying out such scanning and the results must be provided to Grasstec within 48 hours of any such scan being carried out.
    • In circumstances where the Purchaser has shown and proven there is a justifiable issue in respect of any of the Livestock, the Vendor must replace the Livestock in question or credit the Purchase Price minus the cull value of any such Livestock, and the Purchaser shall not have any further recourse to compensation. Grasstec will facilitate the foregoing process and will act as an intermediary between the Purchaser and the Vendor if so requested.
  6. PRICE AND PAYMENT
    • Unless otherwise agreed between Grasstec and the Purchaser, Purchaser shall pay the Purchase Price and the Service Charges to Grasstec in full in accordance with the relevant Invoice. Grasstec shall provide the Invoice to the Purchaser at the address listed in each Sales Order and the Purchaser shall make payment in full promptly on receipt of an invoice but no later than five (5) days from the date of the relevant invoice.
    • Prices shall be stated in euro (€) or pounds sterling (£) as set out in the relevant Invoice and the Purchaser shall pay in the currency stated in the Invoice.
    • In circumstances where amounts are payable in pounds sterling (£), Grasstec may adjust the amounts payable to take into account any fluctuations in exchange rates that occur in the interval between the Invoice being issued and payment. Where Grasstec has made currency exchange arrangements to facilitate payment and the Purchaser rescinds or cancels the Purchase Order, the Purchaser shall reimburse Grasstec in full for any charges or costs incurred by Grasstec in cancelling such arrangements.
    • All payments to Grasstec pursuant to these Terms are payable by electronic funds transfer to the bank account of Grasstec specified by Grasstec. Grasstec reserves the right to require payment be made by (at Grasstec’s option) banker’s draft, cheque or cash. Where Grasstec accepts payment by debit or credit card, additional merchant charges and processing fees as are required to process the payment may be imposed on the Purchaser.
    • All payments made or to be made by the Purchaser to Grasstec will be calculated and made without, and free and clear of any deduction for, set off or counterclaim or any other deduction or withholding (including without limitation, any deduction or withholding for or on account of taxation). Grasstec may, at its sole discretion, include a charge in respect of any previously outstanding payments owing by the Purchaser to Grasstec.
    • Grasstec shall be entitled to deduct from the Purchase Price an amount equal to the commission for the sale of the Livestock agreed between the Vendor and Grasstec.
    • All payments under these Terms are exclusive of VAT and any other fiscal imposition as required by law. In some situations where livestock are imported to a country additional VAT may need to be applied, based on the applicable purchase price. Purchaser shall pay Grasstec an amount equal to the VAT properly chargeable upon such payment.
    • Grasstec reserves the right to charge the Purchaser and the Vendor for any additional Services provided from time to time.
  7. DATA PROTECTION

Grasstec shall use all reasonable endeavours to protect the Purchaser’s and the Vendor’s respective rights to privacy in accordance with data protection laws and any other relevant legislation. Any information obtained by Grasstec may be accessed and used by Grasstec for the purposes of performing its obligations under these Terms and for administration, risk assessment, market research, marketing, debt recovery and credit checking purposes, accurate billing and efficient provision of the Services. Each of the Vendor and the Purchaser shall be deemed to have given its consent for the use of such information for such purposes.

  1. LIABILITY
    • The terms of these Terms are in lieu of all other conditions, warranties and other terms concerning the provision or purported provision of, or failure to provide or delay in providing the Services which might but for this clause have effect or would otherwise be implied or incorporated into these Terms or any collateral contract, whether by statute, common law or otherwise (including the implied conditions, warranties or other terms as to the use of reasonable skill and care), all of which are hereby excluded.
    • Subject to clause 12.4, Grasstec shall not be liable in contract, tort or otherwise howsoever for any indirect or consequential loss or damage howsoever caused (whether or not such loss or damage was foreseen, foreseeable, known or otherwise).
    • Subject to clause 12.4, the total liability of Grasstec in contract, tort (including, without limitation, negligence) or otherwise arising out of or in connection with or in relation to any particular Services provided under these Terms or the purported provision of, or failure to provide or delay in providing the Services under these Terms shall be limited in each case to the amount of the commission earned by Grasstec in respect of those particular Services.
    • Nothing in the foregoing clauses limits or excludes any liability of the part of Grasstec which it is not permissible to limit or exclude under applicable laws.
  2. GENERAL
    • Nothing in these Terms shall create, or be deemed to create, a partnership, joint venture, or the relationship of principal and agent, between Grasstec and either the Vendor or the Purchaser or any of them, and neither the Vendor or the Purchaser shall have any right or authority to act on behalf of the other or on behalf of Grasstec and to bind the other or Grasstec in any way.
    • Grasstec shall not be liable for its inability or delay in performing any of its obligations under these Terms if such inability or delay is caused by an event or events beyond its reasonable control. In those circumstances, Grasstec will promptly notify the Purchaser and the Vendor in writing of the reasons for the delay or stoppage (and the likely duration) and shall take all reasonable steps to overcome the delay or stoppage.
    • Grasstec may cease to provide the Services at any time by giving notice to the Purchaser and the Vendor and, in those circumstances, Grasstec shall complete any remaining obligations which are outstanding on its part and are capable of being performed pursuant to these Terms in respect of any Livestock purchases.
    • Each party shall (at its own cost) do and execute, or arrange for the doing and executing of, each necessary act, document and thing as may be reasonably requested of it by any other party to implement these Terms.
    • Nothing in these Terms shall confer or purport to confer on any third party (which is not a party to these Terms) any benefit or right to enforce any term of it.
    • Neither the Purchaser nor the Vendor shall, without the prior written consent of Grasstec, assign, transfer or delegate any of its rights or obligations under these Term Grasstec shall be entitled to delegate any or all of its obligations under these Terms to any third party at its absolute discretion.
    • These Terms shall be governed by, and construed in accordance with, the laws of Ireland and the Irish courts have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms.
    • Any notice or other communication required or permitted to be given or made hereunder shall be delivered to such address or email address as each party may designate from time to time.
    • If the Purchaser requests Grasstec to provide additional services and Grasstec agrees to do so, such additional services shall be supplied at prices in line with Grasstec’s then prevailing rates. In circumstances where separate terms and conditions are not provided by Grasstec in respect of such additional services, unless indicated otherwise by Grasstec (either prior or subsequent to the date of sale), the provisions of these Terms shall, insofar as they are applicable, apply to the provision of the additional Services.
    • These Terms contains the entire agreement between the parties and neither party shall be bound by any undertakings, representations, warranties, promises or the like not recorded herein.
    • No indulgence, leniency or extension of time which Grasstec may grant shall in any way prejudice Grasstec or preclude Grasstec from exercising any of its rights under these Terms.
  3. DEFINITIONS
    • In these Terms, unless the context clearly indicates otherwise, the following words and expressions shall have the following meanings:
      • Grasstec” means Grasstec Limited, a private company limited by shares registered in Ireland (registered number 255710) having its registered office at Kilpatrick, Ballyclough, Mallow, Co. Cork
      • Invoice”, means an invoice provided by Grasstec to the Purchaser in respect of the Purchase Price and Service Charges;
      • Livestock” means domesticated farm animals being sold by the Vendor to the Purchaser;
      • Livestock List” means the list setting out details of the Livestock that are the subject of a delivery load;
      • Purchaser” shall mean the person named in the Sales Order as the purchaser of the Livestock;
      • Purchase Price” means the price being paid by the Purchaser in respect of the Livestock;
      • Sales Order” means a sales order in respect of Livestock provided by Grasstec to the Purchaser;
      • Services” means the services provided by Grasstec in connection with the purchase and sale of Livestock;
      • Service Charges” means Grasstec’s fees for the performance of the Services as determined by Grasstec, including all commission, associated charges, taxes (including, but not limited to VAT or any equivalent tax in any relevant jurisdiction) and any import duties or fees;
      • Vendor” means the vendor of the Livestock;
      • Terms” means these General Terms and Conditions of Service; and
      • Veterinary Documents” means the veterinary accreditations provided by any practising veterinarian authorised to provide such accreditation in respect of the Livestock, including (but not limited to) documentation confirming on the relevant veterinarian’s headed notepaper detailing the relevant animal’s identification number and pregnancy status or other information.