Terms and Conditions
MASTERRIND GmbH (hereinafter “MASTERRIND”), Osterkrug 20, 27283 Verden, sells or auctions cattle in its own name for the account of third parties (commission business within the meaning of Sections 383 et seq. German Commercial Code (“HGB”)) or in its own name for its own account (transaction for own account). The sales are made by organizing auctions as well as by sales in halls, assembly centers or on the sellers’ premises (farm-gate sales).
1. Scope of application
1.1 These Standard Terms and Conditions of Sale (“T&C”) apply to all business relationships between MASTERRIND and its customers. They do not apply to business relationships with consumers (Section 13 German Civil Code (“BGB”)).
1.2 The Standard Terms and Conditions of Sale, as amended from time to time, shall also apply to future contracts with the same customer without MASTERRIND having to refer to their applicability again. Deviating, conflicting or supplementary standard terms and conditions of the customer shall only become part of the contract to the extent that MASTERRIND expressly agrees to their application. This shall also apply in the event of unconditional delivery by MASTERRIND in awareness of the customer’s standard terms and conditions.
2. General provisions
2.1 These T&C and all legal relationships between MASTERRIND and the customer shall be governed by the laws of the Federal Republic of Germany without regard to any and all international and supranational legal systems (governing contract law), in particular the UN Convention on Contracts for the International Sale of Goods and the provisions determining the applicable law.
2.2 Verden, Germany, is the place of performance and place of jurisdiction for all claims arising from purchase or service contracts and settlement transactions, including the contract initiation, the processing and rescission of the aforementioned contracts. However, MASTERRIND is also entitled to bring an action at the general place of jurisdiction of the customer.
3. Agreement on the conditions of the goods
3.1 Given the fact that all animals undergo changes after birth due to barn-related influences, feeding and vaccination management, MASTERRIND sells all animals as used goods in a legal sense in the condition in which they are at the time of conclusion of the contract (contractually intended condition).
3.2 In the case of breeding stock, the purchaser shall receive, in addition, for each individual animal, a pedigree certificate containing information on parentage and, where required by law, the relevant health certificates.
3.3 The following sales standards (contractually intended condition) apply:
3.3.1 Parentage/Catalog information
Breeding animals are described with regard to parentage, age, performance and dates of service in accordance with the guidelines governing herd books of the respective breeders association, in the pedigree certificate and, if applicable, in the auction catalog. In the event of inconsistencies or ambiguities, the particulars of the pedigree certificate shall apply in case of doubt. The seller is responsible for the information published in the catalog.
3.3.2 An animal shall be considered to be pregnant if a period of at least 12 weeks has elapsed between the last date of service and the transfer of risk. Pregnancy is considered normal if a period of 295 days is not exceeded between the last date of service and calving. The information provided by the seller shall be the exclusive basis for the determination of the date/period of service.
3.3.3 Veterinary status:
The farms of origin of the animals sold are subject to ongoing supervision by an official veterinarian. The seller warrants compliance with the veterinary regulations applicable to livestock transport, as applicable from time to time.
3.3.4 Mating and insemination in male breeding stock:
The qualification of a breeding bull as suitable for breeding with regard to its parentage and external appearance (= suitability for breeding within the meaning of the guidelines governing herd books) shall be deemed to have been agreed upon only after prior selection and exclusive confirmation by MASTERRIND. The mating and insemination capability of a breeding bull is not the subject of the agreed condition. Breeding bulls mate and inseminate faultlessly if expertly kept and fed. This condition is present if, within six weeks of service by the bull of at least 10 cattle served once, regularly in heat, in the herds with undisturbed fertility, more than 50% become pregnant. The risk of lack of mating and insemination capability could be covered under an insurance policy that can be arranged by MASTERRIND for the benefit of the purchaser.
3.3.5 Infertility due to anatomic reasons
Female animals, calves sold for breeding and young cattle are free of anatomical malformations of the sexual organs that preclude breeding.
3.3.6 Hidden congenital hereditary defects in breeding animals
In breeding animals, congenital hereditary defects such as umbilical hernia, etc., have not been eliminated by surgical procedures.
3.3.7 Udder health and the condition of the birth canals
The following applies to udder health and the condition of the birth canals in breeding cattle of dairy breeds: Upon passing of risk, pregnant and calved cattle are free from obliterated udder quarters and teat blockage. The clinical health of udders and birth canals must be documented by a veterinary certificate obtained immediately before the passing of risk.
3.3.8 Milk flow
Breeding heifers having calved show a usual milk flow. The animals in question achieve a milk flow that is not significantly inferior to that of comparable barn mates 10 days after being placed in the purchaser’s barn with proper milking equipment and knowledgeable personnel. This is assumed to be expressed by an average milk flow-rate of 1.8 kg/minute, based on the determination according to the provisions of the German Cattle Breeding Federation (“ADR”).
3.3.9 The seller shall deliver the animal intended for sale in the agreed condition with freight paid, free of risks, free of charge, and free delivery to the place of use/taking of receipt, unless otherwise agreed. The seller is responsible for ensuring that the legal requirements for the identification and registration of the animal, in particular in accordance with beef labeling regulations and the Livestock Transport Ordinance, are met and that the necessary documents are available. The seller is also responsible for veterinary examinations where they are necessary for the sale of animals or to protect them from infecting other animals. The seller agrees to the disclosure of relevant data and documents to the purchaser, and where veterinary examinations are involved, to MASTERRIND and the purchaser.
3.3.10 The seller warrants that the animals are free of active substances not permitted under the laws governing food processing and distribution. Where animals are treated with unauthorized medicinal products, the seller shall disclose the use of authorized pharmacologically active substances, their waiting period and the time of administration. The seller shall also be responsible for ensuring that the animals comply with the veterinary hygiene requirements and are free from major defects.
3.3.11 In the case of animals for slaughter, the seller must produce a slaughter permit and proof of an inspection with no defect found, of the animals to be slaughtered in accordance with the Ordinance on meat hygiene.
3.3.12 Weight in livestock
If the weight determination for livestock is the subject matter of the purchase contract, the weight determined by MASTERRIND, or, alternatively, the weight determined by the seller with a tolerance of +/- 5%, shall apply.
3.3.13 Non-pregnancy of livestock for fattening
The livestock offered for fattening is not pregnant.
3.3.14 Animals for slaughter
With regard to animals for slaughter, only fitness for human consumption is agreed upon.
3.4 No further agreements on the condition with regard to performance, health or other characteristics have been made. MASTERRIND assumes no liability for the accuracy of the information on the animal health certificates/veterinary certificates. It is expressly pointed out that the health examinations certified therein shall in each case only apply to the time of the examination and, as a result of potentially longer incubation times or faulty diagnostic examinations, do not necessarily imply freedom from the diseases mentioned therein. The seller guarantees that the respective information provided by it is accurate.
4.1 Delivery times and periods shall only be binding if they have been expressly agreed in writing. MASTERRIND is also entitled to make partial deliveries if this is reasonable to the purchaser. If delivery on call has been agreed, the purchaser shall call within a reasonable period.
4.2 If the agreed delivery date is exceeded, the purchaser shall grant MASTERRIND a reasonable grace period in writing. If MASTERRIND culpably fails to meet this grace period, the purchaser shall be entitled to rescind the contract.
5. Obligation to give notice of defects
5.1 The purchaser is obligated to inspect the animals immediately after acceptance or delivery and, if a deviation from the agreed condition is found, to notify MASTERRIND without undue delay in writing or in text form. The seller authorizes MASTERRIND to take receipt of any such notices on its behalf. If the purchaser fails to give notice of defects, the animals shall be deemed to have been approved despite deviations from the agreed condition.
5.2 Visible transport damage to animals must be noted on the delivery bill which has to be handed to the carrier for reporting to MASTERRIND and, additionally, to the seller. Otherwise, the animals shall be deemed to have been delivered properly and in good health.
6. Payment of the purchase price/offset
6.1 Upon conclusion of the purchase agreement, the purchase price, and, where applicable, any factorage and ancillary costs incurred, plus VAT in its statutory amount applicable from time to time (final purchaser price), shall be due immediately and must be paid within 10 days at the latest, unless agreed otherwise in respect of payment.
6.2 MASTERRIND may offset its claims against claims of the other party to the contract. The seller and the purchaser are entitled to the right of set-off or retention only to the extent that their claim has been finally adjudicated, is ripe for judgment, or is undisputed.
7. Retention of title
7.1 MASTERRIND reserves title to the sold animals until full payment of all current and future claims arising from the purchase contract and an ongoing business relationship (secured claims) between MASTERRIND and the purchaser.
7.2 The animals subject to retention of title may not be pledged to third parties or transferred as security before full payment of the secured claims of MASTERRIND. The purchaser shall notify MASTERRIND immediately in writing if and to what extent any third party attempts to seize the animals belonging to the seller.
7.3 In the event of breach of contract by the purchaser, in particular in the event of failure to pay the purchase price due for payment, MASTERRIND shall be entitled to rescind the contract as provided under the law and to reclaim the goods on the basis of this retention of title. If the purchaser fails to pay the purchase price due for payment, MASTERRIND may assert these rights only after first having unsuccessfully set a reasonable period for payment by the purchaser, or if the setting of such period may be dispensed with under the law.
7.4 The purchaser is entitled to resell and/or process the animals subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition:
7.4.1 The retention of title extends to the full value of the products or fruits (offspring) resulting from the processing, mixing or combination of the animals, with MASTERRIND being deemed the manufacturer. If in the event of processing, mixing, combination with the goods of third parties or incorporation in the usufruct thereof the ownership right of such third parties remains with them, MASTERRIND will acquire co-ownership in proportion to the invoice amount of the processed, mixed, or combined goods or the incorporation in the usufruct thereof. Other than that, as far as the resulting product or the resulting offspring is concerned, the same shall apply to them as stipulated with regard to animals delivered subject to the retention of title.
7.4.2 The purchaser hereby assigns to MASTERRIND by way of security any claims against third parties arising from the resale of the animals, the product, or the offspring in accordance with the preceding paragraph in full or in the amount of any co-ownership share, as applicable. MASTERRIND accepts this assignment. The obligations of the purchaser referred to in Clause 7.2 shall also apply with regard to the assigned claims.
7.4.3 Besides MASTERRIND, the purchaser shall remain authorized to collect the claim. MASTERRIND undertakes that it will not collect the claim for as long as the purchaser fulfills its payment obligations towards MASTERRIND, does not default in payment, no application for the institution of insolvency proceedings is filed, and there is no other lack of solvency (e.g., return of direct debits). However, if any of this occurs, the purchaser must notify MASTERRIND of the assigned claims and their debtors, provide all information necessary for collection, hand over the associated documents and inform the debtors (third parties) of the assignment.
To the extent that the purchaser is entitled under these provisions to collect claims assigned to MASTERRIND, the purchaser shall keep the funds collected strictly separate from its other assets and shall immediately use the funds obtained therefrom to repay its liabilities to MASTERRIND.
7.5 In order to secure all current and future claims to which MASTERRIND is entitled against the purchaser, the latter shall assign to the seller by way of security any claims against third parties to which the purchaser may be entitled due to damage or destruction as well as theft of the animals subject to retention of title, in particular claims for damages and claims against any insurers.
7.6 If the realizable value of the security provided exceeds the claims of MASTERRIND by more than 10%, MASTERRIND will release excess security of its choice at the request of the purchaser.
7.7 The purchaser is obligated to make available to MASTERRIND upon first request all documents required to determine the whereabouts of the animals (e.g., slaughter lists, records in the context of traceability, etc.).
8. Purchaser’s warranty claims
8.1 MASTERRIND’s warranty is based primarily on the agreement reached on the condition of the animals or the product description in MASTERRIND’s catalog where this has been included in the contract. No responsibility is assumed for public statements by the manufacturer of the sold animals.
8.2 Defects in animals that are not already recognizable upon delivery must be notified by the purchaser to MASTERRIND in writing within the periods specified in Clause 9 below. All other defects that cannot be detected during proper incoming inspection within the meaning of Clause 5 hereof must be notified to MASTERRIND without undue delay, but no later than within three (3) working days after discovery. The timely sending of the notification shall be deemed sufficient for meeting the deadline. If the purchaser fails to duly inspect the animals and/or give its notice of defects to MASTERRIND in a timely fashion, MASTERRIND’s liability for any defect not reported shall be excluded.
8.3 If the delivered animal is defective, the purchaser may first demand the delivery of an animal free from defects (replacement) as a cure. MASTERRIND shall bear the expenses required for said cure, including but not limited to transport, travel, labor and material costs, if there is actually a defect. However, if a request for rectification of defects by the purchaser turns out to be unjustified, MASTERRIND may demand reimbursement of the costs incurred thereby from the purchaser.
8.4 If the cure has failed or a reasonable period set by the purchaser for such cure has expired unsuccessfully, the purchaser may rescind the purchase contract or reduce the purchase price. However, in the event of an insignificant defect, there is no right of rescission.
8.5 MASTERRIND shall be liable for damages, regardless of the cause in law, only in the event of willful misconduct and gross negligence. In the event of simple negligence, MASTERRIND shall only be liable
- for damage resulting from injury to life, limb, or health;
- for damage resulting from the breach of an essential contractual obligation; in this case, however, the liability of MASTERRIND or the seller is limited to the compensation of foreseeable damage typical of this type of contract.
8.6 The above limitations of liability shall not apply if MASTERRIND fraudulently concealed a defect or has given a guarantee regarding the condition of the animals, or if MASTERRIND is liable for injury to body, health, or life.
8.7 In all other respects, claims for damages are excluded.
8.8 The purchaser is obligated to send samples of the rejected delivery and to keep the defective delivery items ready for inspection by MASTERRIND.
9 Handling of warranty claims
9.1 MASTERRIND is liable in accordance with Clause 8 only for compliance with the characteristics of animals of the respective sales batch listed in detail in Clause 3. Beyond that, the following procedure shall apply:
9.2 Liability for catalog information and parentage
Where the purchaser proves, by means of recognized genetic engineering methods, that the parentage of a breeding animal or the foetus does not conform to the particulars on the breeding certificate, it has the right to rescission or reduction of the purchase price subject to the following conditions:
9.2.1 Breeding stock
In the event of rescission of the contract, the purchaser shall be reimbursed for all costs of the genetic examination and feed money of currently €3.00 per day for the period between receipt of the animal and its return. The period for notification is three (3) months after the transfer of risk.
The purchaser is entitled to reimbursement of the costs of the examination as well as a reasonable reduction in the purchase price, namely
- by 15% in the case of a cow calf; and
- by 10% in the case of a bull calf.
The period for notification is 20 months after the transfer of risk of the parent animal.
9.3.1 In order to preserve its warranty rights, the purchaser must, in the event of non-pregnancy or prolonged pregnancy, provide proof thereof by means of a veterinary certificate, within a period of six weeks from the transfer of risk in the event of non-pregnancy and within ten days after the 295th day of pregnancy in case of prolonged pregnancy.
9.3.2 In the event of an alleged non-pregnancy, the veterinarian must confirm that calving is excluded. At MASTERRIND’s request, the purchaser may have the animal slaughtered and is entitled to the difference between the final purchaser price and the slaughter value plus feed money of currently €3.00 per day from the day of the transfer of risk to the day of slaughter.
9.3.3 In the case of an prolonged gestation beyond the 295th day after the last indicated date of service, the purchaser is entitled to feed money of currently €3.00 per day from the 295th day of pregnancy.
9.4 Incorrect veterinary certificates
If the purchaser proves by means of an official veterinary certificate that official veterinary or other veterinary certificates that accompanied the animal were incorrect, MASTERRIND must be notified thereof in writing within 10 days of the transfer of risk for forwarding to the certifying veterinarians.
9.5. Mating and insemination in male breeding stock
Liability for lack of mating capability and/or of insemination capability in breeding bulls is excluded, unless MASTERRIND or the seller fraudulently concealed this defect or provided a guarantee for mating and/or insemination capability. However, the risk of lack of mating and insemination capability in breeding bulls can be covered under an insurance policy (see Clause 3.6.4). In this case, compensation will only be paid in accordance with the applicable insurance provisions. Notification periods are in the event of non-mating animals six weeks and in the case of lack of insemination four months after the transfer of risk.
9.6 Anatomical infertility of breeding females
If, by means of veterinary certificates, the purchaser proves that the animal is anatomically unfit for breeding (e.g., chimeric [Zwicke], hermaphrodite or freemartin), the compensation shall be as follows:
9.6.1 For all dairy breeds, the purchaser is entitled to reimbursement of the final purchaser price. The animal shall remain with the purchaser as compensation for the breeding and examination costs.
9.6.2 In the case of animals from a beef cattle breed, the purchaser is entitled to rescission of the contract. In addition, the purchaser will be granted feed money of €3.00 per day from the date of the transfer of risk until the time of detection of the defect. The period for notification is 27 months after the transfer of risk.
9.7 Concealed congenital hereditary defects
If the purchaser proves by means of a veterinary certificate that a hereditary defect has been surgically concealed, it is entitled to rescission of the purchase contract. In addition, the purchaser will be granted feed money of €3.00 per day from the date of the transfer of risk until the time of detection of the defect. The period for notification is seven days after the transfer of risk.
9.8 Udder health
Udder defects must be notified to MASTERRIND by means of veterinary certificates. The notification periods are:
- In the case of calved cattle, 3 days after the transfer of risk; and
- in the case of pregnant cattle, 10 days after calving or no more than 45 days after the transfer of risk.
- In the event of proven defects, the purchaser is entitled to the following reductions in the purchase price:
- only three teats productive: 15%
- only two teats productive: 20%
- other udder deficiencies (e.g. udder fistula, milk duct fused with a teat): The amount of the reduction shall be determined by MASTERRIND and will be between 10% and 30% of the purchase price.
9.9 Milk flow
If the purchaser proves in a written certificate issued by its milk control organization that the average milk flow during a milkability test carried out in accordance with the rules of the German Cattle Breeding Federation ADR yields an average milk flow-rate of less than 1.8 kg/minute for an animal purchased as having calved, it is entitled to a reduction in the purchase price:
- by 15% for an average milk-flow rate of less than 1.8 – 1.5 kg/minute;
- by 30% for an average milk-flow rate of 1.5 – 1.2 kg/minute; and
- if the average milk-flow rate is less than 1.2 kg/minute, the purchaser is entitled to rescission of the purchase contract or a higher reduction of the purchase price.
The period for notification is 10 days after the transfer of risk.
9.10 Deviations in the weight of livestock
Deviations in the weight of livestock beyond the agreed condition must be reported without undue delay. The purchaser is entitled to compensation for any weight deviation exceeding 5%, multiplied by the respective price per kg.
9.11 Pregnancy of livestock for fattening
If female livestock for fattening were pregnant, this must be proven by way of a veterinary certificate immediately after becoming known. The purchaser is entitled to the rescission of the purchase contract plus feed money of currently €3.00 per day.
9.12 Unfit for consumption
In the event that animals for slaughter are totally or partially unfit for human consumption, the purchaser is entitled to reduce the price of the individual animal concerned.
The purchaser reserves the right to prove higher damages or higher expenses.
10. Statute of limitations
10.1 Notwithstanding Section 438 (1) No. 3 BGB, the general limitation period for claims for material defects and defects in title is one year from the end of the year in which the transfer of risk took place. If acceptance has been agreed, the limitation period shall start to run upon acceptance.
10.2 The above limitation periods under sales law also apply to contractual and non-contractual claims for damages of the purchaser, which are based on a defect of the animals, unless the application of the statutory standard limitation period (Sections 195, 199 BGB) would lead to a shorter limitation period in individual cases. The purchaser’s claims for damages pursuant to Clause 7 (6) hereof shall be subject exclusively to the statutory limitation periods.
11. Data protection
MASTERRIND is entitled to electronically store its customer data and to process and use it for its operational purposes in accordance with the statutory provisions.
12. Severability Clause
Should any provision or partial provision of these T&C be or become invalid, the remainder hereof shall not be affected thereby. The statutory provisions shall apply.
13. Special features of commission business
13.1 Retention of title
The seller, whose animals MASTERRIND sells in its capacity as a commission agent, reserves title to the animals until full payment of all current and future claims arising from the purchase contract and an ongoing business relationship between it or MASTERRIND and the purchaser.
Clause 7 shall apply mutatis mutandis with the proviso that the seller shall take the place of MASTERRIND. It authorizes MASTERRIND to assert all its rights and claims arising from the prolonged retention of title and the assignment by way of security in its own name.
13.2 Warranty claims
Clauses 8 and 9 shall apply mutatis mutandis with the proviso that the seller shall take the place of MASTERRIND. It authorizes MASTERRIND to assert all its rights and claims in its own name and is obligated to reimburse MASTERRIND for all expenses incurred by it as a result of the purchaser’s warranty claims.
14 Further special features of auctions
14.1 The auction provisions printed in the auction catalog and the applicable MASTERRIND fee schedule shall apply to all MASTERRIND events. MASTERRIND is entitled to change the course of any sales event.
14.2 During all MASTERRIND events the instructions issued by MASTERRIND employees must be obeyed. Each participant (i.e., any person who is physically present at the auction/event on the auction or event premises in order to buy or sell cattle or obtain information on the cattle offered and the sales) shall be liable for damages caused by them, their vicarious agents or intermediaries (in particular animal keepers) or their animals and those caused by non-compliance with the instructions issued by the MASTERRIND employees.
14.3 Each bidder is bound by their bid. Withdrawal from the bid or rescission of contract is only permissible to the extent expressly agreed upon or expressly permitted under the law.
14.4 The acceptance of the bid at an auction will result in a purchase contract being entered into, otherwise the contract is concluded upon accepting the offer. The risk and liability for the sold animals shall pass to the purchaser upon conclusion of the contract.
14.5 The animals may only be transported away by the purchaser if MASTERRIND has given its consent.
14.6 MASTERRIND is entitled to take over the animals itself as purchaser (commission agent contracting in their own name).
14.7 The seller and the purchaser authorize MASTERRIND to enforce all claims arising from the purchase contract against the respective other party to the contract. MASTERRIND is entitled, but not obligated, to assert claims itself against the respective other party in court on behalf of one of the contracting parties.
14.8 With regard to the condition of the animals agreed upon in Clause 3, such condition will be directly agreed between the seller and the purchaser. MASTERRIND only acts as a messenger in this respect.
14.9 Animal insurance
All animals marketed through auctions must be insured with Uelzener Allgemeine Versicherungsgesellschaft a.G., 29551 Uelzen, and must carry mandatory insurance against the following risks:
14.9.1 Breeding stock
- Udder defects
- Deficiencies in mating and insemination (breeding bulls)
You will find our General Terms and Conditions for Semen, Agricultural Products and Insemination Services on our main german website.
You will find our General Terms and Conditions for Embryo Trading on our main german website.
Standard terms and conditions for the auction of cattle and embryos in commercial transactions can be read here.