Terms and Conditions of Purchase 

In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced: references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires; clause headings will not affect the construction of these Conditions

In the case of conflict or ambiguity between any provision contained in this agreement and any provision contained in any schedule, Appendix, annex or other document, the provision in the oa-. this agreement shall take precedence unless otherwise specifically agreed in accordance with Clause 3.2

Subject to any variation under condition 3.2 the Agreement will be on these Conditions to the exclusion of all other terms and conditions 

These Conditions apply to all our purchases and any variation to these Conditions and any representation about the Livestock shall have no effect unless expressly agreed in writing and signed by one of our Director Company Secretary 

Unless otherwise agreed by us in writing the price for livestock shall be the price stated overleaf or as agreed exclusive of any value added tax and all costs or charges in relation to loading, unloading carriage and insurance all of which amounts you will pay unless otherwise agreed in writing

We will pay you within the period agreed from time to time by you. If the livestock to which this agreement relates is delivered in batches, over a period of time or separate occasions we reserve the right to make a total payment for delivery of the full consignment, within a reasonable period after delivery of the last batch or by monthly account at our sole option.

Any place date or time agreed for delivery of the Livestock shall be  of the essence and you will ensure that the Livestock is delivered promptly and facilitate the loading of the Livestock where transport has been arranged by us

If for any reason we cannot take delivery of any of the Livestock when it is ready for delivery risk in the livestock will remain with you until we are ready to take delivery

 We will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in taking delivery of the Livestock ( even if caused by our negligence), nor will any delay entitle you to terminate or rescind the Agreement unless such delay exceeds 42 days

The quantity and content of any consignment of Livestock as recorded by us or our representatives upon taking delivery shall be conclusive evidence of the quantity received unless you can provide conclusive evidence to the contrary

In the event of a shortage in the agreed quantity on delivery you shall at our entire discretion replace the missing livestock within a reasonable time or pay us the costs and expenses making up the deficiency ourselves

Subject  to the warranties in clause 9,risk in and ownership of the Livestock shall pass to us or Where we arrange the transport to the delivery point, the livestock shall be uninsured except to the extent that they are covered by the general insurance cover of our hauliers and risk for any loss not covered thereby shall remain with you. Notwithstanding the foregoing, until ownership of the Livestock has passed to us, you must maintain the Livestock in satisfactory condition insured against all risks to our reasonable satisfaction

You warrant that in producing the Livestock you have complied with all applicable laws and regulations relating to the production and supply of the Livestock and that upon delivery the Livestock will be of good marketable quality and fit for the particular purpose for which the Livestock is being bought, free from disease or any condition, which might adversely affect its value and correctly and adequately marked so that it can easily be traced back to you. We shall be under no responsibility to inspect or examine the Livestock

If, prior to us reselling the Livestock, any of the Livestock is found not to conform with the above warranty you shall at our option either replace the defective Livestock, credit or refund the price of such Livestock at the prorata Contract rate. Any costs incurred by us through rejected Livestock will be invoiced back to you

You shall be liable for any fully indemnify by us against all actions, proceedings, losses, damages, claims, demands, liabilities, including any indirect or consequential loss or damage

 You warrant that you will take out and maintain adequate public and product liability insurance for all foreseeable risks. If we so request you will provide us with a copy of your current insurance policy schedule or written conformation from your insurers as to the amount and extent of your insurance cover

You will provide us and all other persons duly authorised by us with such access to your premises as may reasonably be required for the purpose of taking delivery of the Livestock; ensure the health and safety of our agents or employees while at your premises and, upon giving you reasonable notice, permit us to inspect your premises and livestock for any reasonable purpose connected with this agreement .

We shall have the right, without prejudice to our rights or remedies, to terminate this Agreement immediately by written notice to you if you:-

a) are in material or persistent breach of any of your obligations under this Agreement

b) are unable to pay your debts ( within the meaning of Section 123 of the Insolvency Act 1986); or

c) become insolvent; subject to an order or a resolution for your liquidation, administration, winding up or dissolution ( otherwise than for the purposes of a solvent amalgamation or reconstruction ); or have an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of your assets, or enter into or propose any composition or arrangement with your creditors generally; or are subject to any analogous event or proceeding in applicable jurisdiction

Nether party shall be entitled to assign this Agreement without the prior written consent of the other

Neither party shall be liable for any failure to fulfill any part of this Agreement if prevented from or delayed in the carrying on of its business due to any circumstances beyond the party's reasonable control, provided that, if the event in question continues for a continuous period in excess of 6 weeks, either party shall be entitled to give notice in writing to the other to terminate the Agreement

We shall be entitled to apply any sum due from us to you in settlement of any sum due to us from you under this or any other Agreement

Each right or remedy  under the Agreement is without prejudice to any other right or remedy  whether under the Agreement or not.

If any provision of the Agreement is judged to be wholly or partly illegal, or unenforceable  it shall to : the extent of such illegality, or unenforceability  be deemed severable from the remaining provisions of the Agreement and the remainder of such provision shall continue in full force and effect.

Failure or delay by us in enforcing or partially enforcing any provision of the Agreement will not be construed as a waiver of any of its rights under the Agreement.

Any waiver by us of any breach of, or any default under, any provision of the Agreement by you will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Agreement.

The formation, existence, construction, performance, validity and all aspects of the Agreement shall be governed by English or Scottish law and the parties submit to the jurisdiction of the English or Scottish Courts only.

All communications  between the parties about this Agreement must be in writing and delivered by hand or sent by pre-paid first class post or sent by facsimile transmission (in case of communications to us) to our registered  office or such changed address as shall be notified to you by us; or (in the case of communications to you) to your address set overleaf or such other address as shall be notified to us in writing by you.

Standard Terms and Conditions of Sale 

Meaning

a warranty under which a claim may be made up to twenty four hours after the time of sale or when the animal to which the claim relates is removed from the sale premises whichever is the sooner

the person(s), firm or company who purchases the Livestock from the Company;

Scotlean Pigs Limited of Riverside House, Warwick Road, Carlisle, Cumbria, CAl 2BS

any contract between the Company and the Buyer for the sale and purchase of the Livestock, incorporating these Conditions;

the place where delivery of the Livestock is to take place under condition 3; 

any statute/statutory provision or any subordinate legislation made thereunder

any Livestock agreed in the Contract to be supplied to the Buyer by ~ Company (including any part or parts of them).

Means any third party whom the Company engages to supply livestock on the Company's behalf

any condition state or formation present at the time of sale which, in the opinion of a veterinary surgeon, constitutes a departure from the normal physical condition of the healthy animal.

 

a Member of the Royal College of Veterinary Surgeons of not less than five years admission 

 

a certificate signed by a Veterinary Surgeon setting out the identification marks of the animal(s) to which it refers and confirming the existence of facts or circumstances or stating an opinion including any particular fact, circumstance or opinion required by the relevant condition.

 

any warranty under which a claim may be made after the day of sale, which claim must be made by notice in writing and received by the Company within the period stated or referred to herein.

In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.

In these Conditions references to the masculine include the feminine and the neuter, to a person include a corporation and to the singular include the plural and vice versa as the context admits or requires.

In these Conditions headings will not affect the construction of these Conditions.

Subject to any variation under condition 2.3 the Contract will be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).

 No terms or conditions endorsed upon, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.

These Conditions apply to all the Company's sales and any variation to these Conditions and any representations about the Livestock shall have no effect unless expressly agreed in writing and signed by a director of the Company.

 Each order for Livestock by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase Livestock subject to these Conditions.

No order placed by the Buyer shall be deemed to be accepted by the Company until an unconditional written acknowledgement of order is issued by the Company or (if earlier) the Company has delivered or arranged delivery of the Livestock to the Buyer.

 The Buyer must ensure that the terms of its order and any applicable specification are complete and accurate.

Any quotation is given on the basis that no contract will come into existence until the Company despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 21 days only from its date, provided that the Company has not previously withdrawn it.

Unless otherwise agreed in writing by the Company delivery of the Livestock shall take place at the Buyer's place of business

Any dates specified by the Company for delivery of the Livestock are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.

Subject to the other provisions of these Conditions the Company will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Livestock (even if caused by the Company's negligence), nor will any delay entitle the Buyer to terminate or rescind the Contract.

If for any reason the Buyer will not accept delivery of any of the Livestock when they are ready for delivery, or the Company is unable to deliver or arrange for delivery of the Livestock on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:

the Livestock will be deemed to have been delivered; and

the Company may store or have the Livestock stored until delivery whereupon the Buyer will be liable for all related costs and expenses (including without limitation storage and insurance).

The Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labour for unloading the Livestock.

The Buyer acknowledges and accepts that the Livestock may be delivered by the Supplier with Livestock ordered by third parties and that there is a risk of cross-infection of diseases and the Buyer will accept the Livestock on delivery on this basis unless the Buyer specifies that he wishes delivery of the Livestock to be in single deliveries in which case he will bear any extra or additional expenses incurred as a result by the Company but in any case no claim will be made against the Seller arising from or in connection with any cross-infection.

The Company reserves the right to meet any order in any number of separate consignments on different delivery dates and at different weights and to invoice the Buyer for each separate consignment as it is delivered.

 In the event that having supplied the Livestock in more than one consignment the Company is unable for any reason whatsoever to supply the remaining livestock then in each case the Company may give notice to the Buyer confirming this and that the Contract shall be deemed to be terminated by mutual consent without any further claim being made against the Company by the Buyer but without prejudice to the right of the Company to be paid in full for those products already delivered.

The quantity of any consignment of Livestock as recorded by the Supplier upon despatch from the Supplier's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

The Company shall not be liable for any non-delivery of Livestock (even if caused by the Company's negligence) unless written notice is given to the Company within 7 days of the date when the Livestock would in the ordinary course of events have been received.

Any liability of the Company for non-delivery of the Livestock shall be limited to replacing the Livestock within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Livestock, at the Company's total discretion.

 The Livestock are at the risk of the Buyer immediately upon loading on to the transport at the Supplier's premises.

 Ownership of the Livestock and any progeny of or arising from the Livestock shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:

  Livestock; and

all other sums which are or which become due to the Company from the Buyer on any account.

 Until ownership of the Livestock has passed to the Buyer, the Buyer must:

 hold the Livestock on a fiduciary basis as the Company's bailee;

keep the Livestock (at no cost to the Company) properly housed, fed, watered, protected, medically treated and insured and in such a way that they remain readily identifiable as the Company's property;

not destroy, deface or obscure any identifying mark on or relating to the Livestock; and

The Buyer's right to possession of the Livestock shall terminate immediately if:

the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether yoluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or

the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or

The Company shall be entitled to recover payment for the Livestock notwithstanding that ownership of any of the Livestock has not passed from the Company.

The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Livestock are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated to recover them

Where the Buyer has not maintained the Livestock in accordance with clause 5.3 the Buyer grants the Company an irrevocable licence at any time to enter any premises of the Buyer and take any livestock of equivalent health, weight and value to compensate the Company for the loss of its own Livestock supplied under this Agreement.

The Company reserves the right to alter the price at any time if the price ruling at the date of delivery increases from that ruling at the date of the Order. The Company reserves the right to be paid the price ruling at the date of delivery.

The price for the Livestock shall be exclusive of any value added tax and all costs or charges in relation to loading, unloading, carriage and insurance all of which amounts the Buyer will pay in addition when it is due to pay for the Livestock.

Payment of the price for the Livestock is due within 14 days from date of invoice or immediately upon delivery of invoice if the Supplier so requires.

Time for payment shall be of the essence.

No payment shall be deemed to have been received until the Company has received cleared funds.

All payments payable to the Company under the Contract shall become due immediately upon termination of this Contract despite any other provision.

The Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.

If the Buyer fails to pay the Company any sum due pursuant to the Contract the Buyer will be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 2% above the base lending rate from time to time of Barclays Bank Plc, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

Save for liability arising from a breaching of the warranties set out and the remedies provided for in these conditions the Buyer shall have no claim whatsoever against the Company in respect of any direct or indirect losses, costs, claims, demands, expenses and compensation incurred by the Buyer arising from, but not limited to:

the Livestock

any advice of information provided by the Company

the failure of gilts and sows to conceive seffle farrow or produce progeny

the supply of, use of, resale of or slaughter of pigs which are the subject of a medication withdrawal period at the time of delivery.

birth/genetic defects in progeny

Unless stated to the contrary at the time of sale and subject to any specific exclusions detailed below animals sold are warranted by the Seller to be free from any unsoundness. This warranty is an after-sale warranty. This warranty does not apply to any sub-clinical conditions of which the Company could not reasonably have been expected to be aware.

If the Buyer proves a breach of warranty he may exercise his rights under Condition 13 Notice of a claim under the warranty in Condition 9.1 must be supported by a veterinary surgeon's certificate.

All finished pigs will comply with nationally recognised food safety standards

The Company can provide only such warranties and remedies as have been made available to the Company by its Supplier, a copy of whose terms is attached to these terms, subject to the Buyer complying with the Supplier's recommendations for isolation and acclimatisation, and abiding by its written complaints procedures.

If the Buyer does not comply in every particular with the Conditions in this Agreement he shall be bound to keep the lot with all faults and shall have no claim for damages or otherwise against any person in respect of the sale.

Except where otherwise expressly provided, the breach of any warranty in these Conditions shall give the Buyer a right to credits or replacement stock in accordance with these Conditions, but shall give him no right to claim damages from the Seller in lieu of exercising such right to credits or replacement stock. Buyers are entitled to the remedies set out or referred to in these Conditions, but to no others.

No claim by a Buyer under these Conditions shall be valid unless the Buyer notifies the Seller in the manner and within the time prescribed by the Company or the Supplier and provides any veterinary surgeon's certificate or other person's certificate or opinion required by these Conditions and, where applicable complies with the Supplier's complaint process if any, as stipulated.

Any disclaimer of any other warranties given in Supplier's terms and conditions shall apply to these terms and conditions and have effect as if fully incorporated herein

The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.

The Company may assign the Contract or any part of it to any person, firm or company.

The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Livestock ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable livestock Provided that, if the event in question continues for a continuous period in excess of 30 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.

Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.

If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable from the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.

Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.

The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English or Scottish law and the parties submit to the jurisdiction of the English or Scottish Courts only.

All communications and notices between the parties about this Contract must be in writing and delivered by hand or sent by pre-paid first class post or sent by facsimile transmission:

(in case of communications to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company; or

(in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of this Contract or such other address as shall be notified to the Company by the Buyer.

Communications shall be deemed to have been received:

if sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays and bank ~nd public holidays) after posting (exclusive of the day of posting);

if delivered by hand, on the day of delivery;

if sent by facsimile transmission on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.

Communications addressed to the Company shall be marked for the attention of the Managing Director.