Terms of Sale - Whangara Angus

Terms Of Sale.

The annual on farm Bull Sale will be conducted in accordance with Conditions of Sale as set down by the Gisborne Stock and Station Association, a copy of which will be exhibited at the Sale.

Purchasers Rebate: All intending purchasers must register prior to the annual Bull Sale. A 5% purchasing rebate will be paid to all non participating companies, in agreeance with Lane Bros Ltd’s Agency Terms, for introducing buyers to the on farm sale.

Agency Terms can be sourced directly from sales@whangaraangus.co.nz

These Terms of Sale and any additional terms on any applicable Livestock Sale Docket, sale
or delivery note, receipt, invoice or other relevant document prepared by Lane Brothers in
relation to any Sale apply to the purchase of Products from Lane Brothers, whether such Sale
is completed by written agreement, electronic record or oral communication unless stated
otherwise by Lane Brothers.

DEFINITIONS
1. “Lane Brothers”, “We” or “Us” means Lane Bros Holdings Limited & Lane Bros
  Limited.
2. “PPSA” means the Personal Property Securities Act 1999.
3. “Products” means all products, merchandise, livestock, Semen and services (including
  services provided for no fee) supplied by Us to You from time to time, including:
  1. (a) The products, merchandise, livestock or services described or referred to
    (whether by item, product category, brand, kind or otherwise) in the delivery
    docket, invoice or like equivalent document that We give You; and
  2. (b) Solely for the purposes of the application of the PPSA:
    1. (i) Where any products, merchandise or livestock purchased by You from
      Us are Your inventory (as defined in the PPSA), then also inventory for
      so long as You hold it as such; and
    2. (ii) In the case of livestock including, all unborn Young and the natural
      increase of such livestock, all horns, antlers, other appendages, hair and
      wool (in each case, whether removed from the livestock or not) of such
      livestock, and all other produce and meat of such livestock.
4. “Purchaser” or “You” means the purchaser of Products.
5. “Sale” means any sale of Products where Lane Brothers is the Vendor.
APPLICATIONS
1. Terms of Sale: Receipt of these Terms of Sale by the Purchaser shall be deemed to be
  acceptance of these Terms of Sale.
2. The Purchaser cannot cancel any purchase order for Products accepted by Lane
  Brothers and is bound to pay the quoted price.
TERMS OF PAYMENT
1. Unless Lane Brothers specifies otherwise, the purchase price and any commission and
  associated charges, plus GST, must be paid by the Purchaser to Lane Brothers within
  14 days of purchase:
2. Interest on overdue payments (that is, payments that the Purchaser fails to make within
  the period set out in clause 3.1) will be charged on a daily basis at 20% per annum.
3. All amounts payable to Lane Brothers will be paid in full in cleared funds, without any
  set-off, counterclaim or deduction.
4. Lane Brothers may deduct (without prior notice) any money that a Purchaser owes to
  Lane Brothers from money that Lane Brothers owes to them or that Lane Brothers holds
  on Your behalf. The Purchaser authorises Lane Brothers to apply (without prior notice)
  any moneys:
  1. (a) held by Lane Brothers or any subsidiary on Your behalf on any account in or
    towards payment of any amount owing to Lane Brothers; and
  2. (b) received by Lane Brothers from You or on Your account in payment of any
    amount owing to Lane Brothers.
TITLE, RISK AND DELIVERY
1. All Products are at the Purchaser’s risk:
  1. (a) in the case of livestock, upon crossing the tailgate of the carrier; and
  2. (b) for other Products, from the point of loading onto the carrier or being made
    available for uplifting by the Purchaser, whether or not the Purchaser takes
    delivery of them at that time.
2. Until the Purchaser has paid for the Products, Lane Brothers may repossess the Products
  and dispose of them for its own benefit. For that purpose, Lane Brothers (and its agents)
  may at any time without notice enter any place where it believes the Products may be kept
  to inspect the Products and/or take whatever action may be required to repossess the
  Products. The Purchaser indemnifies Lane Brothers and its agents for all costs and
  liabilities incurred in connection with the repossession, storage and/or resale of the Products
  (including any shortfall from resale at a lower price).
3. If the Purchaser sells or uses any Products before paying all amounts owed, the proceeds
  of such Sale or use (in whatever form) are Lane Brothers’ property and the Purchaser
  must pay all such proceeds to Lane Brothers or otherwise deal with such proceeds as
  Lane Brothers directs. Nothing in this clause can be construed as authorising any dealing
  by the Purchaser with the Products, unless Lane Brothers permits.
4. Lane Brothers shall be in no way liable for any delay in the date of delivery of any
  Products. Where the Purchaser does not take delivery of the Products by the delivery
  date specified, the Purchaser shall pay reasonable storage costs until such time as the
  Purchaser accepts the Products.
PURCHASER’S RIGHT TO COMPENSATION
1. Lane Brothers warrants all Stocks soundness and in the case of breeding stock fertility
  for a 12 month period following purchase provided that the Purchaser or a third party
  is not responsible for any unsoundness or infertility. This is the only warranty given by
  Lane Brothers.
2. In the case of livestock, where a defect is alleged, the Purchaser must notify Lane
  Brothers and allow inspection of the animal by a veterinary surgeon of Lane Brothers’
  choosing within 7 days. Failure to adhere to this procedure will void the warranty.
3. If Lane Brothers is responsible for any Products being defective, Lane Brothers will at
  its option:
  1. (a) Repair or replace the defective Products or re-perform the service; or
  2. (b) Pay compensation to a maximum amount that does not exceed the purchase
    price for the defective Products.
    This is the Purchaser’s sole right for compensation from Lane Brothers.
WARRANTIES AND LANE BROTHERS’ LIABILITY
1. All statutory and other implied warranties are excluded to the fullest extent that it is
  lawful to do so. The Sale of Goods Act 1908 is expressly contracted out of to the
  maximum extent possible. Other than as required by law, Lane Brothers gives no
  representation or warranty concerning the Products’ description condition,
  unencumbrance, quality or fitness for any purpose. It is the Purchaser’s responsibility
  to satisfy themselves as to the conditions and quality and fitness for purpose of the
  Products and the Purchaser accepts the Products on this basis.
2. Except as set out in clause 5, Lane Brothers (and its agents) will not be liable in any
  way (including negligence, tort and equity) to any Purchaser in connection with
  Products supplied or not supplied or the purported exercise of Lane Brothers’ rights
  under these Terms of Sale.
3. Notwithstanding anything in these Terms of Sale, Lane Brothers (and its agents) will
  never be liable in connection with this or any other contract or the supply or failure to
  supply any Products or the purported exercise of Lane Brothers’ rights under these
  Terms of Sale for any:
  1. (a) Loss whatsoever, including loss of income, profits, savings or goodwill or for
    any indirect or consequential loss or special or exemplary damages; or
  2. (b) Amount exceeding the purchase price of the defective Products; or
  3. (c) Amount not claimed within 7 days of the liability arising.
4. The Purchaser must use all Products strictly in accordance with any directions,
  instructions and terms contained on Product labels, packaging and any other product
  information supplied with the Products.
5. If Lane Brothers cannot provide the agreed quantity of Products for any reason outside
  its reasonable control, Lane Brothers is not liable for that shortfall and the Purchaser
  must take delivery of and pay for the lesser quantity Lane Brothers is able to supply.
6. If the Purchaser includes two or more persons, those persons’ liability is joint and
  several. If the Purchaser is a trust, these Terms bind each trustee in his or her capacity
  as trustee and personally. If Lane Brothers has given its prior written consent to a trustee
  being noted as an independent trustee, that trustee’s liability to Lane Brothers will be
  limited to the assets of the trust as at the time of any default, except for wilful
  negligence, deliberate default or other breach of trust by such trustee or if such trustee
  has provided a guarantee personally.
7. The Purchaser indemnifies Lane Brothers from and against any liabilities, losses,
  damages, costs (including legal costs on a solicitor/client basis) or claims which Lane
  Brothers incurs under these Terms of Sale except if Lane Brothers is fraudulent or
  negligent.
PERSONAL PROPERTY SECURITIES ACT 1999
1. The Purchaser grants to Lane Brothers a purchase money security interest, as defined
  in section 16 of the Personal Properties Securities Act 1999, in all Products (and
  proceeds) supplied or to be supplied by Lane Brothers to secure all payments under
  these Terms of Sale and all monies owing from time to time. The Purchaser will do all
  things necessary for Lane Brothers to register a financing statement and to ensure the
  security interest is a first ranking perfected security interest over the Products and any
  proceeds.
2. If the Products subsequently become part of some other product or mass, then nothing
  in these Terms of Sale can be construed as limiting the application of sections 82 to 86
  of the PPSA. Nothing in section 114(1)(a), 120(1), 122, 133 or 134 of the PPSA applies.
  The rights in sections 116, 120(2), 121, 125 to 127, 129 and 131 of the PPSA do not
  apply. The right under section 148 of the PPSA to be given a copy of any verification
  statement in relation the any financing statement or financing change statement that
  Lane Brothers may register, is waived. The security interest granted to Lane Brothers
  take effect as a transfer of any accounts receivable or chattel paper, which are the
  proceeds of Products.
3. Lane Brothers may use the benefit of any security interest, security agreement,
  encumbrance, charge or mortgage to secure payment and performance of obligations
  owed to Lane Brothers under these Terms of Sale. With the exception of security
  granted in favour of Lane Brothers, the Purchaser will not without Lane Brothers’ prior
  written consent grant any lien or security interest over the Products to any other party
  whatsoever nor commit any act or omission that would give any other party a security
  interest over those Products until all such Products are paid for in full.
MISCELLANEOUS
1. Enforcement: The Purchaser will pay Lane Brothers on demand all costs (including
  legal costs on a solicitor/client basis) incurred by Lane Brothers in connection with any
  default by the Purchaser or any enforcement action taken by Lane Brothers.
2. Entire agreement: These Terms of Sale (and any incorporated document) are the entire
  agreement between the parties, and replace all representations, agreements and other
  communications made by Lane Brothers.
3. No waiver: Lane Brothers shall be deemed not to have waived any right to do anything
  unless that waiver is in writing and signed by an authorised manager of Lane Brothers.
4. Severability: If any part of these Terms of Sale is illegal, unenforceable or invalid, the
  remaining Terms of Sale are not affected.
5. Typographical Errors: Lane Brothers reserves the right to correct any typographical or
  clerical errors in any prices quoted or contained in an order or quotation.
6. Inconsistency: If there is any inconsistency between these Terms and the terms of any
  order that may be lodged by You or with any delivery docket or invoices or other
  communication by or to Us or You, these Terms of Sale will prevail unless We specify
  otherwise.
7. Governing Law: New Zealand law governs this agreement and the parties submit to the
  exclusive jurisdiction of the New Zealand Courts.
8. Privacy: Lane Brothers will only use the Vendor and Purchaser’s personal information
  for purposes relating to Your dealings with Us, including credit assessment and direct
  marketing. The Purchaser authorises Lane Brothers to release Your personal
  information to third parties for these purposes. The Vendor and Purchaser can inspect
  and correct Your personal information held by Lane Brothers.
9. Confidentiality: Both the Vendor and Purchaser and Lane Brothers must keep
  completely confidential all information regarding the strategies, business affairs,
  accounts, finance or contractual arrangements of the others.
10. NAIT: If the Purchaser instructs Lane Brothers to complete any National Animal
  Identification and Tracing (NAIT) functions on Your behalf, then by doing so You have
  authorised Lane Brothers to act on Your behalf and to allow Lane Brothers to access
  and manage Your personal information required for NAIT purposes.
11. Consumer Guarantees Act and Fair Trading Act: You agree: that the Products are both
  supplied and acquired in trade; that Your Credit Application is made for business/trade
  purposes; that the Consumer Guarantees Act 1993 does not apply and this clause
  contracts out of the provisions of the Consumer Guarantees Act; to contract out of
  sections 9, 12A, 13, and 14(1) of the Fair Trading Act; that You have not relied on ay
  representations made by Lane Brothers in entering into these terms or purchasing the
  Products; that this clause is fair and reasonable; and that You had the opportunity if
  You chose to negotiate these terms and receive advice from or be represented by a
  lawyer in relation to these terms.

DATE: _____________________________
SIGNED: _____________________________
The Purchaser