Standard terms and conditions
for the auction of cattle and embryos in commercial transactions
These Standard Terms and Conditions (“T&C”) apply to all cattle auctions held by Masterrind GmbH (hereinafter also referred to as "MR“ or the “Organizer“). MR acts as auctioneer of the cattle to be auctioned. The information provided by the owner of the animals to be auctioned, which MR does not have to check, will merely be passed on by MR, without any guarantee of completeness and accuracy. All auctions held by MR shall be governed by these terms and conditions, regardless of the ownership of the respective animal at the beginning of the auction, and the MASTERRIND Standard Terms and Conditions of Sale of Cattle applicable to the purchase contract between seller and bidder pursuant to Appendix 1. Any standard terms and conditions contrary to these provisions are expressly rejected by us, unless we have expressly agreed to them in writing or unless they are an Appendix hereof.
All agreements made between us and the bidders or the purchaser for the purpose of performance of a concluded contract are set out in these T&C and their Appendices. The auctions are exclusively intended for entrepreneurs within the meaning of Section 14 German Civil Code (“BGB”). Consumers are excluded from participating in auctions.
1) General – Scope of application
We, MASTERRIND GmbH, registered at the registry court of Walsrode, HRB 121917, Osterkrug 20, 27283 Verden/Aller (hereinafter also referred to as the "Organizer“), operate the auction of cattle and embryos in the capacity as auctioneers for the offerors (sellers) both on the Internet and/or in the presence of the bidders (hereinafter referred to as the "Auction“) in our own name and for the account of third parties. As the Organizer, we base the purchase contract with the purchaser as well as the legal relationship with the bidder (also referred to as "User“ or “Customer”) and the seller on these terms and conditions of Auction (hereinafter also referred to as T&C). For these purposes, the seller is not MASTERRIND but the one specified in the delivery slip.
We reserve all proprietary rights and copyrights to images, videos, drawings, descriptions and other documents used by us for the Auction. Prior to their disclosure to third parties, the purchaser, the bidder and each third party require our express written consent.
Our T&C shall, as a rule, apply in the same way to both entrepreneurs (Section 14 BGB) and consumers (Section 13 BGB), unless their validity is expressly restricted in their scope under certain clauses.
2) Organization and implementation of the Auction
a) Login (registration) and User account as well as deletion of the User account for online providers
Only individuals, legal entities, or commercial partnerships that have registered with the Organizer will be admitted to participate in all Auctions. When initiating the registration, all questions asked by the Organizer in the registration form must be answered properly and correctly, and any requested copies must be enclosed. When registering, the Customer is obligated to indicate whether they are a consumer or an entrepreneur. When initiating the registration, all questions and information asked by the Organizer in the registration form must be answered properly and correctly; any requested copies must be enclosed. If the Customer is a consumer, the Organizer will not allow their participation in the Auction given the fact that the Auction is exclusively intended for entrepreneurs according to the terms and conditions set forth below.
b) Registration is subject to the following conditions:
i) Individuals (natural persons) can only register for use if they are of legal age, have unlimited legal capacity, and are entrepreneurs within the meaning of Section 14 BGB.
ii) Individuals in their capacity as authorized agents of a legal entity or commercial partnership must be named, and proof must be submitted by way of a copy of an extract from the commercial register.
iii) confirmation of the applicability of MR’s Standard Terms and Conditions to the auction and the sale
c) A registration can be canceled at any time, without giving reasons, in the section "Cancellation of my registration“ provided on our Internet platform; in this case, all registered data will be permanently erased, unless they are necessary for an ongoing bidding procedure or the processing of an already completed acquisition. In this case, the data will be erased only when it is unequivocally clear that such data will no longer be required. In all other respects, reference is made to Clause 9 of these Standard Terms and Conditions.
d) Registered Users will receive a password. Each User is obliged to keep the password secret and to exclude access by third parties or unauthorized persons.
e) Bidders at physical Auctions are subject to registration requirements and are required to identify themselves upon acceptance of their bid.
f) Procedure of the (Internet) Auction
i) Start of Auction
Internet Auctions begin with an offer being placed on the Internet platform by the Organizer; this offer is also visible behind the auctioneer if a physical Auction is held simultaneously. The offer is a declaration of intent by the Organizer aimed at concluding a purchase contract. At the same time, the bidding period is specified in the offer under the section "End of Auction“. Acceptance of the offer will not materialize by simply saying 'yes’; it rather constitutes an acceptance declared in advance by placing the highest bid. The Organizer will only accept the highest bid validly made by a bidder within the specified bidding period in accordance with the terms set out in these T&C.
ii) Bids can be submitted for online bidders only via the screen installed on the platform for registered bidders. If the Auction takes place simultaneously in the physical presence of the auctioneer, the auctioneer acknowledges the respective bids submitted by those in attendance by a show of hands. Bids submitted during the physical Auction are treated as equal to online bids. Bids placed in any other way will not be considered, even if they are received by the Organizer during the bidding period. Likewise, any bids for which the bidder has not declared that they agree to the validity of these T&C for their specific bid will not be accepted. Bids submitted until the end of the Auction, which are submitted for the registered User under "Bid“ in accordance with these T&C, will only participate in the Auction if they have been received by the Organizer by the end of the Auction. Transmission is at the bidder's risk.
iii) Prior to submitting an online bid, the content of the bid including the Customer data will be summarized on an overview page. The bidder then has the opportunity to correct their bid using the provided fields for making changes. By clicking the button “Submit bid”, the bidder submits a binding offer to the Organizer to enter into a purchase contract. After submitting the bid, the bidder receives an automatically generated email or push notification from the Organizer confirming the receipt of the bid by us and giving its details (confirmation of receipt). This confirmation of receipt does not constitute acceptance of the contract, but only a confirmation of participation in the Auction with the bid submitted. Each bid of each bidder is subject to the condition subsequent of the submission of a higher bid. All bidders are bound to the bid submitted until the end of the bidding period. Bids below the minimum bid will not participate in the Auction, even if the Organizer does not receive a higher bid by the end of the Auction. The purchase contract for the auctioned cattle is automatically formed upon the highest bid being validly placed by the registered bidder (User or Customer) at the end of the bidding period and without separate acceptance of the bid.
iv) Bids made in the presence of the auctioneer are put in by show of hands. The bids are placed in real time in the online Auction.
v) An effective bid must correspond to the minimum bid and, other than that, must be at least one bidding step above the bid of the previous bidder. The Organizer determines the respective bidding steps for each Auction. The bidders, whether they are online bidders or physically present, are bound by these steps. Bids deviating from this rule will not be taken into account. The bidder will be informed by e-mail or other suitable means on the Internet platform that their bid has been accepted and also if they have been outbid.
All bids quoted are exclusive of the applicable value-added tax.
vi) Notification of the conclusion of the contract
The bidder who entered the highest effective bid at the end of the Auction will be notified accordingly by e-mail or by hand signal (if physically present) or in any other way on a durable medium in text form. The receipt of the notification constitutes confirmation of the purchase contract that has already been entered into, it is not an additional prerequisite for its formation. Bidders who have not put in the highest bid will not be notified. The highest bid will simply be shown, without any further identification, on the platform immediately after the bidding ends.
vii) We are entitled, at our discretion, to suspend registered bidders for individual auctions of individual items or for a specific period of time or in general and thus exclude them from eligibility to participate in auctions on a limited or unlimited basis. This is only permissible if there is good cause indicating that it is no longer conscionable for us to maintain a legal relationship with the suspended person. Reasons may include unlawful use, e.g. through repeated fake "bidding up" in order to artificially increase the value of the individual Auction, or the provision of incorrect data, etc.
viii) The Organizer may cancel an Auction at any time before the end of the bidding period if there is a legitimate reason or if it was legally entitled to do so. The Organizer shall in particular be entitled to cancel the Auction if the offer can be challenged, the animal to be auctioned has been lost, fallen ill or died. The Organizer may also cancel the Auction for online bidders in the event of system failures because of technical issues. If the Auction takes place both as a physical Auction and an online Auction, the bids submitted in the presence of the auctioneer will continue to be accepted without this resulting in a claim for damages by the online bidders. In this respect, we expressly reserve the right to withdraw our respective offers placed on the Internet in accordance with lit. e i). The decision to cancel the Auction will be announced on the Internet platform with a brief summary of the reason. The bids already submitted expire without substitution upon this announcement. The reservation to withdraw our offer to sell to the highest bidder expires at the end of the Auction if the Auction was carried out as previously announced and was concluded at the end of the bidding period; no separate statement to this effect being required on our part. Claims for damages by bidders in the event of technical problems in the handling of the Internet Auction, in particular in the event of system failures, non-access to bids or their rejection for technical reasons, are excluded.
3) Details of the auctioned item
The animals for Auction are offered with the following information:
This information constitutes a mere description of the animal. The Organizer assumes no liability for the condition or state of health of the respective animal. A prior inspection of the offered animal is only possible after consultation with the Organizer.
Where embryos are available for Auction, only information on the cow shall be provided. Liability is expressly excluded for successful implantation or for the health and condition of the animal to be born.
4) Prices and terms of payment
All prices and bids quoted are exclusive of the applicable value-added tax (VAT) as well as a factorage and droving fee pursuant to Appendix 2. The VAT will be shown separately on the invoice. Upon confirmation of the conclusion of the purchase contract, the bidder will receive the invoice stating the price and the VAT.
The deduction of a discount is not permitted.
The purchase price is due immediately and without deduction upon confirmation of the conclusion of the purchase contract. The statutory provisions on the consequences of default in payment shall apply.
The delivery of the purchased cattle or embryos to the purchaser or to the carrier to be designated by the purchaser shall take place only after full and irrevocable payment of the purchase price. It is expressly pointed out that, even if payment is made in due time, additional holding time costs may be incurred if the carrier does not pick up the auctioned animals immediately, but no later than three days after presentation of all transport documents and veterinary official approval.
The purchaser is not entitled to any right of set-off unless their counterclaims have been finally adjudicated, are undisputed or recognized by us. The Customer is entitled to exercise a right of retention only to the extent that their counterclaim is based on the same contractual relationship.
a) Pickup of cattle / place of performance / transfer of risk
The bidding prices are valid ex location of the cattle on the basis of pickup by the purchaser. The specified location is the place of performance agreed under the contract entered into.
Even if the purchaser so requests, we will not dispatch the auctioned beef. We are, however, prepared upon request and without obligation in our part, to name and provide contact details of several forwarding agents to choose from, who will take over the transport for remuneration on behalf and at the risk and expense of the purchaser as a reasonably-priced standard delivery.
The risk within the meaning of Section 446 BGB shall pass to the purchaser upon the acceptance of the bid, even if the cattle initially remains in the custody of the Organizer or offeror.
b) Embryos will be handed over to the purchaser or to the carrier commissioned by the purchaser in a customary transport container in accordance with transport regulations of the Federal Republic of Germany.
If and to the extent that an event causing damage is not covered on the merits or in terms of the amount by an insurance policy taken out by MR, the following limitations of liability shall apply:
a) The Organizer assumes no liability for the accuracy of the information provided during the Auction, or for its completeness. Furthermore, the Organizer is not liable for the state of health of the animals. The animals will be sold in the condition they were in at the time of the Auction. Any further claims must be asserted against the owner.
b) The seller shall be liable in accordance with the law, provided that the Customer asserts claims for damages arising from intent or gross negligence, including the conduct of vicarious agents based on intent or gross negligence. In all other cases, the seller shall have limited liability for foreseeable, typically occurring loss or damage.
c) The seller shall be liable in accordance with the law if the seller culpably violates an essential contractual obligation, limited to the foreseeable, typically occurring loss or damage. An essential contractual obligation is an obligation, in the fulfillment of which the Customer may trust. Any further liability is excluded.
d) Liability for culpable loss of life, bodily injury or damage to health or liability under the Product Liability Act shall remain unaffected.
e) If Masterrind itself acts as a seller, the Standard Terms and Conditions of MASTERRIND GmbH shall apply to the sale of cattle (available at www.masterrind.com).
f) The Organizer is not liable for damage to or loss of embryos in transit unless gross negligence or intent can be proven.
7) Obligation to give notice of defects and statute of limitations
a) The Customer must examine the purchased cattle without undue delay and report any defects to the seller; however, no later than 10 days after acceptance of the bid. MR is not authorized by the seller to take receipt of notices of defect. Warranty claims for defects against the Organizer are excluded; any such claims would arise exclusively against the seller in accordance with Sections 434 et seq. BGB.
b) All claims arising from these terms and conditions become statute-barred one year after the transfer of risk.
All auctioned animals are insured only as provided for in the terms and conditions attached as Appendix 3. There is no further insurance coverage.
9) No set-off and right of retention
The purchaser is entitled to a right of set-off or retention only in the event that their counterclaims have been finally adjudicated, are undisputed or recognized by us.
Furthermore, the purchaser is entitled to exercise a right of retention only to the extent that their counterclaim is based on the same contractual relationship.
10) Data protection
a) These Standard Terms and Terms and Conditions were drawn up in German and English. The German version is authoritative.
b) The Organizer reserves the right to amend or supplement these terms and conditions for future auctions; the current version as applicable from time to time shall be the valid one. Approved bidders will be informed separately by email of any amendments or supplements to these terms and conditions during ongoing auctions. The amended or supplemented terms and conditions shall not apply until the bidder submits a new bid after receipt of that information.
c) Should individual provisions of these Standard Terms and Conditions be or become invalid or unenforceable, the validity of the contract in all other respects shall not be affected thereby. Statutory law shall apply in lieu of ineffective or unenforceable provisions. The same shall apply accordingly in the event that the contract proves to be incomplete.
12) Choice of law and place of jurisdiction
a) The EU Commission has provided a platform for online dispute resolution (so-called "ODR platform“). The ODR platform is to be used for out-of-court dispute resolution in the context of disputes arising from online contracts. The ODR platform is available at the following link: http://ec.europa.eu/consumers/odr.
We hereby inform you in accordance with Section 36 Act on Alternative Dispute Resolution in Consumer Matters (“VSBG”) that we are neither willing nor obliged to participate in a dispute resolution procedure before a consumer arbitration board.
b) The law of the Federal Republic of Germany shall be the applicable law, excluding the UN Convention on Contracts for the International Sale of Goods or any referenced legal provisions under the conflict of laws rules.
c) The exclusive place of jurisdiction for all disputes arising from these Standard Terms and Conditions is Verden, Germany.
Status as of February 2021