Any sale and purchase of store stock facilitated by or on behalf of ANZCO Foods Limited or another member of the ANZCO group (ANZCO) is governed by these terms unless ANZCO otherwise agrees in writing with the seller and/or buyer of any store stock. Each seller and buyer store stock is bound by these terms.
2.1 The seller will sell and deliver, and the buyer will purchase and take delivery of, the store stock set out in the relevant livestock purchase advice (LPA) between the seller and the buyer on the delivery date(s) and for the purchase price set out in the LPA.
2.2 The seller will deliver store stock to the buyer at the place of delivery set out in the relevant LPA or otherwise advised to the buyer by ANZCO (the delivery point). The delivery point may include relevant saleyards (where the store stock is sold by auction) or the seller’s property (where the store stock is sold directly). Delivery of store stock by the seller to the buyer is complete when the seller has delivered the store stock to the buyer or the relevant transport provider (see clause 2.3) at the delivery point.
2.3 ANZCO will arrange for transport of the store stock from the delivery point to the buyer’s property. The arrangements with the transport provider will be at the buyer’s cost and risk.
2.4 Where the buyer agrees with the seller to take delivery of store stock at a later time than outlined in the LPA, the seller will properly feed and care for the store stock until delivery is taken but risk in the store stock will pass at the time the LPA is entered into by the seller and the buyer.
2.5 The seller will provide a completed animal status declaration (ASD) for all store stock to ANZCO and the buyer at the time the relevant store stock is delivered under clause 2.2, in accordance with ANZCO’s requirements on ASDs.
The seller warrants to the buyer and ANZCO, both at the time the relevant LPA for the store stock is signed by the seller and at the time of delivery of the store stock to the buyer, that:
(a) the seller is the sole owner of the store stock, and that title to the store stock will pass to the buyer (at the time set out in clause 5.2 below) free from any charge, security interest or encumbrance of any nature whatsoever;
(b) the store stock is in good condition;
(c) the store stock conforms with the details and specifications set out in the relevant LPA and applicable ASD;
(d) the store stock is tuberculosis (TB) clear or TB accredited free;
(e) the store stock complies with the requirements of any applicable ANZCO quality assurance programme to which the store stock is intended to be provided; and
(f) requirements applying to the store stock as set out in the relevant LPA.
ANZCO facilitates the sale and purchase of the store stock, but does not have any obligations or liability to the buyer in relation to any store stock (including where any store stock is not delivered by the seller in accordance with the LPA or does not meet the requirements in this clause 3).
4.1 The purchase price for store stock is set out in the relevant LPA for that store stock. ANZCO will generate a buyer-created tax invoice for the store stock and issue the invoice to the buyer. The buyer will pay the purchase price for store stock (plus gst and any other applicable charges including an administration fee if applicable) to ANZCO’s nominated bank account within 14 days of delivery of the store stock to the buyer.
4.2 ANZCO will facilitate the payment of the purchase price for store stock to the seller, by direct credit to the seller, within 14 days of the seller delivering that store stock to the buyer under clause 2.2.
4.3 ANZCO may charge an administration fee (of an amount set by ANZCO) to the seller in connection with ANZCO’s facilitation of the sale and purchase of store stock. ANZCO may deduct the administration fee from the payment of the purchase price monies for that store stock to the seller under clause 4.2.
4.4 ANZCO may set off against any amount due and payable by ANZCO to the seller, any amount due and payable by the seller to ANZCO.
5.1 Risk in all store stock passes directly from the seller to the buyer upon delivery of the store stock occurring under clause 2.2 (or as set out in clause 2.4). Risk in store stock does not pass to ANZCO at any time.
5.2 Title to store stock will not pass from the seller to the buyer on delivery of the store stock to the buyer, but will remain with the seller until full payment of all monies owing in respect of that store stock has been made by the buyer. Until title in any store stock passes to the buyer, the buyer will hold the store stock as bailee for the seller and so the store stock can be separately identified from all other livestock held by the buyer.
6.1 The seller and ANZCO (and their agents and contractors) may enter the buyer’s property (whether owned or occupied) at any time after a breach of these terms by the buyer occurs (or before any such breach if the seller or ANZCO believes its occurrence is likely) to remove and repossess any store stock. To the extent permitted by law, neither the seller nor ANZCO will be liable for, and the buyer indemnifies the seller and ANZCO against, any damage or loss the buyer or any third party incurs as a result of actions by the seller or ANZCO under this clause.
6.2 Where the buyer breaches these terms:
(a) a default fee on any unpaid amounts may be charged to the buyer at a rate equal to 2% per annum above the prevailing overdraft rate charged by ANZCO’s principal bankers, both before and after judgment, calculated on a daily basis from the due date until the date of payment, which will be payable on demand; and
(b) the seller and ANZCO may each recover from the buyer all costs they incur arising from that breach and exercising their rights (including legal costs and disbursements on a solicitor-client basis and the costs of any enforcement action).
The buyer commits to supply all store stock purchased under the relevant LPA to ANZCO for processing, where ANZCO elects to purchase that store stock, at a time the store stock is ready for killing/processing as agreed by the buyer and ANZCO, on ANZCO’s standard livestock supply terms and conditions applying at the time of delivery of that store stock from the buyer to ANZCO.
8.1 Entire agreement: These terms, together with the relevant LPA, is the entire agreement between the seller, the buyer and ANZCO for the sale and purchase of store stock, and replaces any earlier correspondence, discussions and agreements on the supply of the products (either oral or written) and any documents provided by the seller or the buyer.
8.3 Relationship: Nothing in these terms or any LPA constitutes a partnership, joint venture or relationship of employer and employee between all or any of the parties.
8.4 Assignment etc: Neither the seller nor the buyer may assign, subcontract or otherwise transfer all or any of their rights or obligations under these terms or any LPA without ANZCO’s prior written consent in its discretion. These terms will be binding on each party’s successors and permitted assigns.
8.5 Waiver: Any waiver of these terms will not be effective except to the extent agreed in writing.
8.6 Terms: ANZCO may vary these terms from time to time. Any varied terms will be posted on ANZCO’s website at anzcoproducers.co.nz, and will apply to any sale and purchase of store stock facilitated by or on behalf of ANZCO after the date on which the varied terms take effect.
8.7 Severability: If any provision in these terms is held by any court or administrative body of competent jurisdiction to be illegal, void or unenforceable, that provision will be amended to the extent necessary to make it legal, valid and enforceable without altering its meaning or intent. If that is not possible, that provision will be severed from these terms and the enforceability of the remaining provisions will not be affected.
8.8 Governing law: These terms will be governed by the laws of New Zealand, and the parties agree to submit to the non-exclusive jurisdiction of the Courts of New Zealand.