CONDITIONS OF SALE
Unless otherwise expressly agreed in writing every quotation offer counter offer confirmation sale or agreement to sell whether oral or in writing shall include and be subject to the following conditions of sale and any document affecting or relating to any sale or any agreement by the Seller to sell or the Buyer to purchase birds shall be construed accordingly and not otherwise.
These conditions shall prevail over any trading conditions of the buyer.
1. Conditions and Warranties. All chicks are sold to and accepted by the Buyer with all faults and imperfections and save as herein expressly provided all terms and conditions and warranties whether express or implied by trade usage custom or otherwise excluded. Without prejudice to the generality of the foregoing it is hereby specifically agreed that it shall not be a condition or warranty of this contract that the birds are free of latent disease or infection not capable of discovery at the time of delivery and the Seller shall not be liable to the Buyer for any loss or damage directly or consequentially caused by such latent diseases or infection. The Buyer shall indemnify the Seller from and against all claims made against the Seller by third parties, which are in any way the result of the sale and supply of birds by the Seller to the Buyer.
2. Price variations. The price to be paid by the Buyer will be that ruling at the date of delivery notwithstanding any previous quoted price and unless otherwise agreed in writing the following will apply.
(i) Day old chicks: the price to be paid by the Buyer will be that ruling 30 days prior to delivery notwithstanding any previous quoted price. If at the same time due to increased costs, the Seller is compelled to alter the price, the Buyer agrees that on delivery of the goods the price payable will therefore be increased by the same amount as the increase in the list price. This condition will also apply to any variation in the rate of any levy or tax imposed by Government Statutory instrument.
(ii) Eggs: The price payable will be that ruling at the time of delivery.
(i) Terms are cash on delivery/collection or within 28 days of the invoice date unless otherwise agreed by the Seller in writing at the time of ordering.
(ii) Interest at 3 % per month will be charged for outstanding monies on overdue accounts.
4. Carriage. The cost of the carriage is included in the quoted price of the birds. Some orders may be subject to an additional transport charge depending on size of order and location of delivery.
5. All orders are accepted subject to goods being available at the time of delivery.
6. Death in transit. If birds die in transit then provided that the Seller is notified thereof within 24 hours of receipt by the Buyer from the carrier and subject to inspection by the Seller if required the price of the dead birds will be refunded or at the option of the Seller the dead birds will be replaced by those of similar age.
7. Death other than in transit. If any birds die within 7 days from the day the Seller delivers such birds. Hy-Line will credit the Buyer with the invoice price of the dead birds provided that:-
(a) The Buyer notifies the Seller within 24 hours of the onset of disease or clinical signs of disease or losses informing the Seller then at the end of the said 7 days the number of dead birds by email or letter and provides full details of daily mortality and
(b) The Buyer consigns the dead birds, under the supervision of the Seller if he so requires, to a veterinary surgeon of DEFRA or, at the Buyers option an approved Veterinary Practice. The cost of examination and the dispatch of the birds for such examination will be borne by the Buyer unless a claim is established by the Buyer under this condition when such costs will be reimbursed to the Buyer by the Seller. The examination shall if the Seller requires be carried out under the supervision of the Seller and
(c) The veterinary surgeon after conducting a post mortem examination certifies in writing that the death of the birds was caused by a condition present in the birds at the date of delivery.
8. Delivery. The Seller will notify the Buyer when the birds are ready for delivery. If delivery by the Seller is delayed or prevented by disease, war, fire, act of god, stoppage of the Sellers employees, prohibition or restriction by a competent authority, failure of any person to deliver eggs, birds or other products to the Seller or by any other cause beyond the reasonable control of the seller then the Seller shall be under no liability whatsoever to the Buyer for the resulting delay or failure to deliver or for any loss attributable thereto. Shortages of birds on delivery must be notified to the Seller by the Buyer within 24 hours of delivery.
(i) In the event of an order for birds being cancelled by the Buyer within 56 days before delivery the Seller may sell any birds allocated to the Buyers order for the best price reasonably obtainable and the Buyer shall be liable to the Seller for all loss suffered by the Seller as a result of the cancellation of the order. The Buyer is reminded that day old chicks are not readily saleable elsewhere and that the facilities for raising them into growing stock are very limited and so in the case of cancellation of orders for day old chicks the Buyer will face a claim for the full invoice price thereof.
(i) The Buyer may only refuse to take delivery of birds
(a) Which when delivered are suffering from a disease which will patently render the birds useless for the purpose for which they were supplied for or
(b) Which differ in a material degree from those ordered PROVIDED that the Buyer must comply with paragraph
(ii) of this condition and PROVIDED ALSO that where only some of the birds delivered may be rejected under this condition the Buyer shall not be entitled to reject any other birds comprised in the same delivery or order.
(iii) If the Buyer refuses to take delivery of any of the birds sold by the Seller the Buyer must on the day of delivery notify the carrier of the birds orally and further notify the Seller by email or phone and confirm the latter notification in writing in every case giving the number which he refuses to accept and the reasons for the refusal and
(iv) If the Buyer was justified in his refusal to take delivery of any birds the Seller shall at its option credit the Buyer with the invoice price of the birds of which the Buyer properly refused to take delivery in accordance with this condition or, as soon as reasonably practical, supply the Buyer with replacement birds of similar age.
(v) Ownership of Goods.
(i) The risk in the birds shall pass to the Buyer on delivery and the Seller shall not thereafter be liable for any loss, damage, or deterioration to any of the birds and the Buyer shall not be entitled to reject or return birds except as specifically provided for in these conditions.
(ii) Notwithstanding the sale of birds to the Buyer, beneficial ownership and the legal title to the birds shall remain with the Seller until payment in full has been received by it. If the birds or any of them are resold before such payment in full, the Buyer will hold the proceeds of sale on behalf of the Seller.
(iii) The Seller has the right at any time until title passes to the Buyer under these conditions to deplete any birds by taking possession of such birds, together with any eggs produced from such birds, and removing the same and applying the proceeds of sale of the carcasses and eggs to any amount outstanding to the Seller and the Buyer authorises the Seller its agents or employees to enter any premises where the goods or the proceeds thereof are kept for such purposes.
(vi) Sexes of Sex linked Birds. Orders of sexed birds are accepted subject to the provision that a qualified chick sexer is available to the Seller at the time or hatching. In the event that the Seller is unable due to non-availability of a qualified chick sexer to deliver birds ordered as sexed any order therefore shall at the Buyer's option upon notification by the Seller of such event either:-
(i) Be cancelled forthwith without any liability to either the Buyer or Seller upon the refund by the Seller of the purchase price or:-
(ii) Be deemed to be an order for "as hatched" birds and the price payable therefore to be the current price for "as hatched" birds.
(vii) Sex Guarantee.
(a) Sexed or sex-linked birds sold less than eight weeks old. Where the Seller guarantees that the birds have been sexed the Seller undertakes that not less than 95 birds in every 100 will be of the specified sex. Should it be found that fewer birds than the proportion referred to above are of the specified sex and provided the Seller is notified in writing when birds are between the ages of 10 and 14 weeks the Seller will refund the purchase price of those birds not of specified sex in excess of the margin of error referred to above. The Seller reserves the right to require the return of the birds for its inspection.
(b) Birds sold "as hatched". Where chicks are sold "as hatched" the Seller guarantees that they have not been sexed.
(c) The liability of the Seller in respect or wrongly sexed birds is limited to the foregoing and in no circumstances shall it be liable for any consequential loss which may arise.
(viii) Variation. If the Seller increases its list price for birds after the date of order but prior to the date of delivery the Buyer agrees that on delivery of the birds the price per bird payable therefore shall be increased by the same sum as the increase in the list price. Any list price quoted at the date of order shall be increased by any sums that the Seller shall be or become legally obliged to pay (whether before or after delivery) to any public authority by way of tax imposed levy duties due or otherwise, in addition to the foregoing the Buyer shall pay any appropriate increase in the cost of feed for the birds to be calculated in accordance with the formula stated on the order.
(ix) Vaccination. The Seller will (at the request of the Buyer or at its discretion) vaccinate the birds against such diseases as the Buyer requests or the Seller considers appropriate and will carry out the same using accepted practices and techniques and with an appropriate proprietary vaccine or serum of good repute. No liability can be accepted by the Seller in respect of the administration of such vaccine, its affect, or any other matter relative thereto, or in respect of any loss whether consequential or otherwise which may occur directly or indirectly as a result of such vaccination.
(x) Infrared Beak treatment. Where the contract provides for the infrared beak treatment of birds the Seller will prior to delivery carry out the same using accepted practices and techniques. No liability can be accepted by the Seller in respect of any loss whether consequential or otherwise which may occur directly or indirectly as a result of such infrared beak treatment.
(xi) Advice. The seller will insofar as it can from time to time so do provide to the Buyer, at the request of but at no cost to the Buyer, advice on management, performance and other aspects relative to husbandry of the birds and will give to the Buyer any then relevant Management Guides or other handbooks issued by the Seller. Whilst every effort will be made by the Seller to ensure the soundness of any such advice (and of any other representations made by the Seller whether in writing, orally, or by way of advertisements brochures, management guides or otherwise) the same will be given on the understanding that the Buyer makes use of any such advice or other information at the Buyer's sole risk and nothing shall in any way make the Seller or its employees or agents liable for any loss attributable thereto.
(xii) Consequential Loss. The Seller's liability for any consequential or incidental damage loss or expense is expressly excluded save only that if the Buyer successfully establishes a claim in accordance with the provisions of Condition 5 the Seller will refund to the Buyer the cost of the examination and the consignment referred to therein.
(xiii) Liability. Save as provided in these conditions the Seller shall not be liable to replace birds nor to give refunds or credits for any part of the purchase price nor for any direct or indirect loss howsoever caused nor for any fault disease patent or latent defects or other losses or liability howsoever arising and whether or not caused by the negligence of the Seller or its employees and agents and the Seller's prices take into account all exclusions of liability.
(xiv) Salmonella. If the Buyer wishes to test for salmonella, samples must be taken from the delivery vehicle in the presence of the driver. Samples must be taken of chicks and tray liners, which the Seller may also sample and submit to its consultant veterinarian. The Seller accepts no responsibility for any salmonella problems arising from samples taken after delivery has been completed.
10. These conditions are the terms upon which all sales are made by us unless a special written contract is signed. Payment for or receipt of chicks means acceptance by the Buyer of these conditions.
11. All contracts will be governed by the laws of England.