Agonline Terms of Use
Terms of Use
PGG Wrightson Limited (We, Us and Our) provides you use of and access to
Agonline on the basis of these Terms of Use.
You accept these Terms and any variation when you access or use Agonline.
If you do not accept these terms, you may not access or use Agonline.
Summary of Main User Rules
You cannot:













1.
Make offers to buy or sell livestock or other items listed on Agonline
outside of Agonline, except, in the case of an Agonline Beef Expo Auction,
through the corresponding Beef Expo Auction conducted on 11 or 12 May
2015.
Post content or items in inappropriate categories or areas on Agonline.
Breach any laws, third party rights or Agonline policies.
Bid on an auction listed by you, your family or friend to raise the price or
create an artificial bidding war (“shill bidding”).
Use Agonline if you are not able to form legally binding contracts or are
under 18.
Refuse to pay for items you buy unless the seller has materially changed
the item's description after you bid or a clear typographical error has been
made.
Refuse to deliver items you sell, unless the buyer fails to pay on time.
Manipulate the price of any item or interfere with other users' listings.
Avoid or manipulate any fee structure pertaining to the Agonline Beef
Expo Auction or the relevant Beef Expo Auction.
Post false, inaccurate, misleading, defamatory or offensive content
(including personal information).
Distribute viruses or any other technologies that may harm Agonline, or
the interests or property of Agonline users.
Infringe Agonline’s intellectual property.
Misuse Agonline’s email forwarding system or send unsolicited email or
spam or threats to other users
DEFINITIONS
1.1. Variation: We may in our absolute discretion change these Terms at any
time by publication on Agonline. The change will take effect from the time
specified. You are responsible for ensuring you are familiar with our latest
Terms.
1.2. Definitions:
Agonline means www.agonline.co.nz and Agonline Auctions, Farming
Classifieds and any other Agonline website, owned and operated by PGG
Wrightson Limited, and includes our associated services.
Page 1
Agonline Auctions means means all livestock auctions listed on Agonline
excluding any livestock sales listed in the Farming Classified section of
Agonline.
Agonline Beef Expo Auction means a preliminary “auction” conducted on
Agonline of livestock in the Beef Expo Auction catalogue.
Beef Expo means the Beef Expo to be held in Fielding on 9-12 May 2015.
Beef Expo Auction means an auction sale conducted by PGG Wrightson
Limited and other selling companies on behalf of Beef Expo at Fielding on
11 and 12 May 2015.
Beef Expo Auction Terms means the terms included at pages 14 and 15 of
the Beef Expo Action Catalogue http://www.beefexpo.co.nz/catalogue
Farming Classifieds means all auctions listed on the Agonline website
designed for farm related items and minor volumes of livestock (volumes
as specified by Agonline).
2.
WHEN A SALE CONTRACT OCCURS
2.1. Unless the vendor under an Agonline Beef Expo Auction accepts a bid
placed during an Agonline Beef Expo Auction and a sale is therefore
agreed, there will be no sale concluded as part of an Agonline Beef Expo
Auction. The details of the highest bid placed on any Agonline Beef Expo
Auction at the time the auction closes will be delivered to Beef Expo,
together with details of the relevant bidder. That bid will be deemed to be
a bid on the relevant Beef Expo Auction and the relevant bidder agrees to
be bound by the Beef Expo Auction Terms.
2.2. For all auctions on www.agonline.co.nz, a sale contract occurs between
a purchaser and a vendor:
at the time an auction closes when the highest bid by that purchaser is the
highest bid of the auction and that bid is equal to or higher than the
vendor’s reserve price or, in the case of an Agonline Beef Expo Auction,
when the vendor accepts the purchaser’s bid; or
at any time during an auction when a purchaser elects to use the “buy
now” feature displayed on an auction web page,
however we may at our sole discretion declare any sale contract void if we
are satisfied that any bid or “buy now” was unauthorised or made in
error.
The terms of the sale contract will be the relevant terms of sale specified
in section 7 of these Terms.
2.3. For Quotes, any subsequent sale contract will be concluded in writing
separately offline, using PGG Wrightson’s standard written contract.
3.
OUR ROLE
3.1. What we do: Through Agonline we provide an online place for participants
to buy and sell livestock, and Farming Classified items, and as agents for
a vendor we quote livestock for sale (“Quotes”, except Quotes do not
apply to Farming Classifieds). We also administer a bank account to
Page 2
facilitate payments as described in section 9 below (does not apply to
Farming Classifieds).
3.2. What we don’t do: Agonline is not a seller or agent or supplier or owner
of goods and livestock sold through our auction websites. We are not a
party to any sale (except under section 6.2 below). Other than payment
through our Agonline account for Agonline Auctions, with all auctions you
deal directly with any purchaser or vendor, and any contract is directly
between you and the purchaser or vendor.
We are not responsible or liable for anything a participant in Agonline does
or does not do. Neither do we:
a.
endorse or guarantee any livestock, Farm Classified items or other
product or service offered through Agonline, even when offering
Quotes;
b.
make any representation or give any other assurance about any
livestock, Farming Classified items or other product or service,
(including ownership, description, quality) or listing (including
accuracy or truth), or participant (including ability to complete a
transaction);
c.
try to verify any information provided by any person through Agonline.
The only exception to this is the Livestock Assessor role described in
section 10;
d.
try to resolve disputes between participants over particular
transactions, unless we decide to do so at our sole discretion; and
e.
have authority to bind any participant or make any promise or
statement on behalf of any participant.
We will operate Agonline as we see best in assisting participants trade
safely and efficiently. We are here to help, and we welcome any comment
or feedback you have about Agonline.
4.
REGISTRATION
4.1. Registering: You have to be a registered participant prior to an auction to
be able to bid at that auction. Registering is free. You must also be a PGG
Wrightson account holder to buy or sell through Agonline Auctions, except
in the case of a vendor in an Agonline Beef Expo Auction, in which case
you must be either a PGG Wrightson customer, or a customer of another
livestock company and approved by PGG Wrightson in its sole discretion.
You need not be a PGG Wrightson account holder to buy or sell through
Farming Classifieds. You may only register if you are resident in New
Zealand, hold a New Zealand bank account and can form a legally binding
contract that is enforceable against you. For example, you must be 18
years old. By registering, you warrant that you can form a legally binding
contract. You don’t have to register to make enquiries about or view
Quotes.
For Agonline Auctions you will receive a Buyer Number upon registration
prior to or on auction day, upon successful completion of a PGG
Page 3
Wrightson credit check. If the auction day credit check is unsuccessful
then you will be notified that you cannot participate in that auction.
4.2. Access and Registration rules: You agree that you will:
a.
comply with these terms of use and act honestly and in good faith;
b.
not try to manipulate bidding (including through false bids or multiple
identities);
c.
only register once for each individual auction (unless we have agreed
otherwise);
d.
keep your password and Buyer Number (allocated for Agonline
Auctions) secret and not let anyone use your log-in, except where you
ask us to make a bid on your behalf under section 6.2 below (not
available for Farming Classifieds). You are responsible for anything
done by anyone using your Buyer Number and log-in (including when
we make a bid on your behalf under section 6.2) and your registration
is not transferable;
e.
provide complete and accurate registration details (including your
email address, postal address and telephone number) and keep your
registration details current;
f.
not include any of your contact details on your profile, your listings,
questions and answers, feedback or elsewhere on Agonline, except
where Agonline specifically provides for contact details to be
provided;
g.
not use Agonline to promote any livestock, Farming Classified items
or other goods or services outside of Agonline without Agonline’s prior
written consent, except in the case of an Agonline Beef Expo Auction,
the livestock to be sold in the corresponding Beef Expo Auction;
h.
not complete a transaction for livestock or other goods listed on
Agonline outside of the Agonline process or otherwise attempt to
avoid Agonline’s transaction fees, including following the closing of
the Agonline auction, except where that transaction is completed as
part of a Beef Expo Auction;
i.
not use Agonline to make any offensive, disruptive, vulgar, hostile,
defamatory, unlawful or other inappropriate comment, and
j.
comply with PGG Wrightson’s applicable Monthly Credit Account
Terms of Trade if PGG Wrightson extends you credit (not available
for Farming Classifieds).
4.3. Access and Registration is a privilege: The use of Agonline is a
privilege not a right. We may at any time and without notice:
a.
suspend or cancel any registration;
b.
remove any listing or any bid;
c.
bar any person from using Agonline; or
Page 4
d.
5.
take any other action we consider desirable, and you agree that you
will only use Agonline as it is intended to be used. You may not try to
circumvent Agonline’s system or charging structure.
SELLING
5.1. By listing livestock, Farm Classified items or other goods or services for
sale on Agonline you agree to the terms of sale referred to in section 7
(except as set out in clause 5.2 below), and confirm that:
a.
the livestock, Farming Classified items or other goods or services
exist and are in your possession and control;
b.
you can legally sell the livestock, Farming Classified items or other
goods or services and any sale and purchase will be in accordance
with section 2;
c.
your Agonline listing for the livestock, Farming Classified items or
other goods or services is an exclusive listing and you have not listed
the livestock, Farming Classified items or other goods or services for
sale elsewhere, except in the case of an Agonline Beef Expo Auction
as part of the relevant Beef Expo Auction;
d.
all pricing is in New Zealand dollars. Prices in Agonline Auctions
exclude GST (if any). Prices in Farming Classifieds include GST (if
any). The vendor and purchaser are responsible for all GST and other
tax obligations; and
e.
your listing is accurate, complete and not misleading. Agonline
reserves the right to remove any listing that it deems unsuitable or in
breach of our terms of use;
f.
you will not list your contact details within your listing;
g.
you will respond to emails as soon as possible but within two working
days;
h.
your listing, the livestock, Farming Classified items or other goods or
services and its sale through Agonline does not infringe any person’s
rights;
i.
you will not use Agonline to promote anything other than the livestock,
Farming Classified items or other goods or services for sale in your
listing;
j.
you hold a New Zealand bank account and you agree to payment
through the Agonline account as outlined in section 9 below (not
available for Farming Classifieds, or Agonline Beef Expo Auctions
unless the sale is completed in the relevant Agonline Beef Expo
Auction);
k.
except in the case of Agonline Beef Expo Auctions, a buy now price
can be added to your listing or an existing buy now price can be
altered on your listing but only until a bid is placed. A reserve can be
lowered during an auction but only by an amount greater than one
Page 5
bidding increment, and the reserve may not be lowered to the same
as or lower than the existing leading bid.;
l.
for all auctions with the exception of Agonline Beef Expo Auctions,
you will sell to the highest bidder if the reserve price is met. You are
not required to complete a sale to any bidder as part of the Agonline
Beef Expo Auction unless you accept the relevant bid;
m.
in the case of Agonline Beef Expo Auctions, any direction by you to
Agonline to accept a bid placed on your Agonline Beef Expo Auction
is irrevocable and you will be bound to complete the sale;
n.
you agree to all your relevant details held by PGW that are necessary
to complete the transaction being supplied to the purchaser when
your auction closes;
o.
our site administrator may change any of your listing details (including
your reserve or buy now price) on your written or verbal instruction.
We may also lodge bids for purchasers under section 6.2 below (for
Agonline Auctions only); and
p.
you are aware that all vendors on the Agonline Auctions website are
in trade, and all vendors on the Farming Classifieds websites will
confirm in the listing process if they are in trade.
5.2. The terms of sale referred to in clause 7 do not apply to Agonline Beef
Expo Auctions unless a bid is accepted in the relevant Agonline Beef Expo
Auction.
5.3. Agonline will decide from time to time what products, goods and quantity
limits may be sold on our auction websites e.g. Farming Classifieds have a
limit of 10 cattle and 20 sheep per listing. You may not list the following on
any auction: agricultural compounds that do not comply with the
Agricultural Compounds and Veterinary Medicines Act, alcohol,
ammunition, businesses, cultural heritage items, currency, drugs, expired
products, firearms, food, gambling items, insulting or pornographic
material, items that require a special transportation licence, land, lottery
tickets, menacing dogs, pets, plants that are pests, products that infringe
third party intellectual property rights, recalled/expired items, stamps,
stolen property, tobacco, unsafe equipment or equipment that does not
comply with any applicable safety standards, veterinary or human
medicines/drugs, or weapons. You can only list chainsaws if they have a
chain brake.
5.4. If you are in trade, you will:
a.
comply with all relevant laws, including the Fair Trading Act 1986 and
the Consumer Guarantees Act 1993;
b.
ensure goods are of acceptable quality, safe and durable, and draw
attention to any defects;
c.
ensure goods are fit for their purposes including any purposes
indicated in the listing.
Page 6
5.5. As a seller, you have the option to withdraw a listing before its scheduled
closure date (including any extensions) or before the auction has been
won (for example by a bidder selecting “Buy Now”).
6. BUYING
6.1. By bidding on Agonline you confirm that:
a.
you have the legal right to enter into and complete the transaction;
b.
your bid is an irrevocable offer to buy the item at the bid price
entered, including as part of an Agonline Beef Expo Auction. Your
bids are not retractable once the auction has closed. You must only
place a bid if you intend to buy the relevant item at the bid price
entered;
c.
if your bid is accepted, you will promptly complete the transaction in
the manner specified in the listing and required by the terms of use;
d.
if you are the highest bidder in an Agonline Beef Expo Auction, the
vendor will not be required to sell the item to you, unless your bid is
accepted by the vendor;
e.
if you are the highest bidder in an Agonline Beef Expo Auction and
your bid is not accepted in the Agonline Beef Expo Auction, your bid
will be a bid in the corresponding Beef Expo Auction. If your bid is
then the highest bid in the corresponding Beef Expo Auction and is
accepted, you will promptly complete the purchase in the manner
required by the Beef Expo Auction Terms;
f.
You will respond to emails as soon as possible but within two working
days, and pay for goods purchased as soon as possible, and within a
week of the auction closing and receiving payment details.
g.
your Bidder Number will be publicly shown on Agonline and all your
relevant details held by PGW that are necessary to complete the
transaction will be supplied to the vendor if you win an auction, or, in
the case of an Agonline Beef Expo Auction will be supplied to the
vendor or Beef Expo;
h.
you may not bid on an auction for goods that have been listed by
yourself, a family member or friend in order to raise the price of that
auction and/or create an artificial bidding war (“shill bidding”); and
i.
any sale and purchase of livestock, Farming Classified items or other
goods or services through Agonline will be under section 2 of these
terms of use including a sale completed under an Agonline Beef Expo
Auction. The Beef Expo Auction Terms will apply to any sale
completed at a Beef Expo Auction.
6.2. Except for Farming Classifieds, we may purchase livestock and lodge bids
on behalf of genuine buyer clients (but not the vendor) using your Buyer
Number, log-in and password where you have given us specific consent to
do so in the form that we nominate. While we are acting on your behalf in
Page 7
doing so, you remain bound by these terms of use and you are fully
responsible for anything done by us using your Buyer Number and log-in.
6.3. PGG Wrightson staff can undertake genuine trades (buy and sell) for
themselves on their own account. The exception to this is that a PGG
Wrightson listing agent for an auction cannot bid on that auction except
with the vendor’s prior approval.
7.
TERMS OF SALE
7.1. Agonline Auctions - Dairy forward contracts: Dairy forward contracts
are contracts for the sale of dairy cows and heifers with settlement and
delivery of the livestock at a future specified date after the date the sale is
agreed. The Vendor will specify dairy forward contracts at the time of
listing and complete the Dairy Forward Contract. The terms of sale for
dairy forward contracts apply to all dairy forward sales made through
Agonline, and form part of these terms of use.
7.2. Agonline Auctions - All livestock transactions (except dairy forward
contracts): The terms of sale for all livestock transactions (except dairy
forward contracts) apply to all livestock transactions (except dairy forward
contracts) made through Agonline auctions, and form part of these terms
of use. The Vendor will specify any livestock forward contracts at the time
of listing and complete the applicable Vendor Special Conditions –Lambs
or Calves.
7.3. Incorporation of these Terms - These Terms are incorporated into the
terms of sale for dairy forward contracts and into the terms of sale for all
livestock transactions (except dairy forward contracts). If there is any
inconsistency between these Terms and those specific terms of sale,
these Terms prevail.
7.4. Agonline Beef Expo Auctions – the terms of sale for all sales completed
in an Agonline Beef Expo Auction are as specified in clause 7.2.
7.5. Transport - The purchaser and vendor are responsible between them for
all transport arrangements and for complying with all applicable
compliance standards including but not limited to NAIT and ASD forms,
and Animal Codes of Welfare.
7.6. Farming Classifieds Agonline does not specify any terms of sale for any
auctions sales made through the Agonline Farming Classifieds Website.
The purchaser will make payment to the vendor within 10 working days of
the end of the relevant auction.
8.
OUR FEES
8.1. Current fees: Agonline’s does not charge a fee for listing goods in an
Agonline Auction however, except in the case of an Agonline Beef Expo
Auction, PGG Wrightson will receive its standard commission charges or
any other fee agreed in writing with a PGG Wrightson livestock
representative at the time of listing in respect of the sale. Any fees for
Farming Classifieds are listed here. Agonline reserves the right to change
Page 8
the fees charged at any time. Please contact us if you have any concerns
over whether you have paid us the correct Agonline fees.
8.2. Fees for Agonline Beef Expo Auctions: Vendors do not pay a fee to list
their Agonline Beef Expo Auction in Agonline. Vendors in Agonline Beef
Expo Auctions pay a commission of 6% of the gross sale proceeds to the
purchaser’s nominated purchasing livestock company. PGG Wrightson will
receive a commission in respect of a sale completed in an Agonline Beef
Expo Auction and a Beef Expo Auction if it is nominated by the purchaser
as their purchasing livestock agent.
When payable for Agonline Auctions: Our fees are payable for
obtaining an unconditional contract, and are payable on the date for
settlement of the transaction without any set off or deduction. We can
deduct our fees from the purchase price paid into the Agonline account or
from any account you have with PGG Wrightson Limited or any of its
related companies.
8.3. When payable for Farming Classifieds: Our fees are payable before
listing by credit card.
8.4. Interest and late payment: You will pay us interest on any unpaid or late
payment calculated at the rate charged by PGG Wrightson on its overdue
debtor accounts. You will also pay us any costs we incur in recovering any
amount from you or enforcing our rights against you.
9.
AGONLINE ACCOUNT (does not apply to Farming Classifieds)
9.1. For Agonline Auctions, including Agonline Beef Expo Auctions where a
sale is completed in the Agonline Beef Expo Auction, under the applicable
terms of sale in section 7 of these terms of use, purchasers must pay the
purchase price into the PGG Wrightson account number notified by us,
and we will hold and deal with those funds in accordance with those terms
of sale. PGG Wrightson will issue invoices and receipts for all Agonline
Auction transactions.
10. PGG WRIGHTSON LIVESTOCK ASSESSMENT (does not apply to
Farming Classifieds)
10.1. Livestock Assessors: A Livestock Assessor is a PGG Wrightson
representative who has extensive farming and/or livestock representative
and has been through the PGG Wrightson assessment training
programme.
10.2. Livestock Assessed Listings: Our Livestock Assessors take
reasonable professional care in providing Livestock Assessed Listings. If a
listing is approved as “Livestock Assessed”, then:
a.
Livestock Assessor has personally inspected all the listed livestock on
or near the date of listing; and
b.
the Livestock Assessor considers that the livestock inspected
corresponds to the listing’s physical description of that livestock.
11. DISCLAIMERS AND OUR LIABILITY
Page 9
11.1. Agonline: Agonline will use its reasonable endeavours to ensure the
availability of Agonline, subject to any downtime required for maintenance.
Agonline is provided on an “as is‟ and “as available‟ basis. We do not
promise that Agonline will operate uninterrupted, securely or error free, or
give any other specific performance guarantee relating to Agonline or its
operation or use. Agonline is not liable for any system unavailability, any
corruption of any data or information held by Agonline, or for any loss that
is incurred because the Website is unavailable.
Should the normal Agonline functionality be affected, at Agonline’s sole
discretion an auction may be extended 24 hours (or such other time) from
the time the functionality was either affected or restored, as determined by
Agonline.
11.2. Disputes: Agonline is not a party to any transaction between you and
another participant, and you agree not to involve Agonline in any dispute
between you and another participant arising from a transaction agreed and
or concluded via Agonline, except where we have specifically agreed to be
involved in a contract entered into under section 7.1 or 7.2. Agonline will
not get involved in any claims for refunds, returns or other claims/disputes
between a vendor and purchaser.
11.3. External links: Agonline may include ads or links to external sites. We
do not control, review or endorse any advertised product or service, or the
external sites. The responsibility for the content of any ad appearing on
Agonline (including hyperlinks to advertisers' own websites) rests solely
with the advertisers. Putting ads on Agonline does not constitute
Agonline’s recommendation or endorsement. Each advertiser is solely
responsible for any representation in its ads.
11.4. No warranties: No advice or information that is obtained by you from
Agonline or anyone else shall create any warranty by Agonline or us that
is not expressly stated in these terms of use. Without limiting section 3.2,
all warranties and representations implied by law are excluded to the
extent permitted by law.
11.5. Force majeure: We are not liable for any failure or other thing that is not
reasonably foreseeable or that is outside our reasonable control.
11.6. Our liability: You use Agonline at your own risk. We will never in any
circumstances be liable to you or any other person in contract, tort,
negligence, equity or in any other way for any loss or damage of any kind,
arising from or in relation to your use of, or inability to use, Agonline. This
includes where we act on your behalf under section 6.2. Agonline is not
liable for any misconduct or fraud of its participants. If for any reason we
cannot rely on the above exclusion of liability, our liability to you will be
limited to direct physical loss suffered by you to a maximum of $50 per
transaction. In no event will we be liable to you for any loss of profit,
savings, data, goodwill or business opportunity or for any indirect or
consequential loss or for general or special damages.
Page 10
11.7. Indemnity: You agree to indemnify us on demand against all claims,
costs (including full legal costs), losses, liabilities and demands we incur
directly or indirectly as a result of your failure to comply with these terms of
use, your failure to complete any transaction through Agonline under the
applicable terms of sale in section 7, or the use of Agonline by you or
anyone else using your Buyer Number or log-in, including where we act on
your behalf under section 6.2.
12. INTELLECTUAL PROPERTY
12.1. We (and our licensors or suppliers, as applicable) own all copyright and
other intellectual property rights in Agonline. We reserve all our rights. You
may not in any form or by any means copy, reproduce, modify, create
derivative works from, distribute, or publicly display anything from Agonline
without our (and any applicable third party’s) prior written consent.
13. PRIVACY
13.1. You accept our Privacy Policy which forms part of these terms of use.
14. OTHER LEGAL TERMS
14.1. Not an auctioneer: PGG Wrightson when providing Agonline is not an
auctioneer (under the Auctioneers Act 1928 or otherwise). As the contract
of sale resulting from the Agonline auction process is a contract directly
between the winner of the bidding (the purchaser) and the vendor, an
Agonline auction is not an auction as defined in the Fair Trading Act 1986.
14.2. No waiver: Any delay or failure by us to exercise any of our rights does
not constitute a waiver of that right.
14.3. Contract Privity: Your agreement to these terms of use is also for the
benefit of, and enforceable by, other users of Agonline. In the case of a
bidder whose bid has been lodged in a Beef Expo Auction in accordance
with these terms, these terms contain provisions that are for the benefit of
the vendor in the relevant Beef Expo Auction and Beef Expo and which
may be enforced by the vendor in the relevant Beef Expo Auction for the
purposes of the Contracts (Privity) Act 1981.
14.4. Joint and several liability: Where you comprise more than one legal
person, each person’s liability will be joint and several.
14.5. Severability: If any part of these terms of use is held to be invalid,
unenforceable or illegal for any reason, then that part shall be severed or
amended to the minimum extent necessary for the balance of these terms
of use to continue in full force and effect.
14.6. Entire agreement: These Terms contain everything we have agreed in
relation to your use of Agonline. You cannot rely on anything else said or
done by us (any of our representatives). PGG Wrightson’s terms of trade
that apply to Monthly Credit Account Terms of Trade (available in hard
copy on request or at www.pggwrightson.co.nz > Our Company > Terms &
Conditions > Account Application Form) also apply to the extent deemed
by PGG Wrightson. If there is any inconsistency, these Terms prevail.
Page 11
14.7. Governing law: New Zealand law governs these Terms and your use of
Agonline.
You agree to the jurisdiction of New Zealand’s Courts.
14.8. Variation: We may in our absolute discretion change these Terms at any
time by publication on Agonline. The change will take effect from the time
specified. You are responsible for ensuring you are familiar with our latest
Terms.
Page 12