1.1 This document sets out the Terms of the Agreement between the person named as the applicant in the Application Form (Customer) and FarmGate (FarmGate, us or we) when we accept a Customer's application in the Application Form. This Agreement can be varied from time to time and you accept the Terms of this Agreement as varied and any documents annexed or incorporated on each and every occasion you access, log in otherwise use the website or App from time.

1.2 Our decision to accept Customer's application is at our sole discretion. The acceptance will only be made and evidenced by our record of establishing an account for Customer. There will not be any other express notice of that acceptance given to Customer and without requiring any signature or other execution by or on behalf of us or Customer. The Customer accepts that this Agreement is made in this manner and that we rely on Customer’s acceptance of the terms set out herein in this manner.

1.3 The Agreement made by Customer and us consists of the Application Form and these Terms (including any Schedule to them from time to time) plus any other documents annexed to or incorporated by these Terms or which we expressly agree in the document is a variation of the Terms, all as varied from time to time (referred to in these Terms as the Agreement). Your right to use FarmGate is conditional upon your acceptance of these Terms and on each and every occasion the Customer accesses, logs in otherwise uses the website or App from time to time the Customer accepts the Terms of this Agreement including any variation of this Agreement and any documents annexed or incorporated as varied from time to time.

1.4 If a person falsely or fraudulently makes an applicant in an Application Form in the name of another or without proper authorisation of the named Customer, then:

(a) the Agreement is not void but is validly made with the person who actually provided the Application Form to FarmGate and is binding on them in their own capacity as though they had made the application in their own name (Substitute Customer);

(b) the Agreement may be enforced by FarmGate against Substitute Customer unless and until FarmGate chooses to terminate the Agreement at any time (that is, without having to give prior notice of that); and

(c) a Contract of Sale made pursuant to an Auction is enforceable against Substitute Customer (even if FarmGate terminates the Agreement).

2.1 FarmGate Auctions is a platform for Approved Vendors and Approved Vendor's Agents to offer for sale Livestock to Bidders through online live Auctions and for Purchasers to buy the offered Livestock pursuant to a Contract of Sale.

2.2 A Customer may be one or more of the following:

(a) a person who has an account but is not yet authorised by FarmGate to be an Approved Vendor, an Approved Vendor’s Agent, a Purchaser or an Approved Purchaser’s Agent;

(b) an Approved Vendor;

(c) an Approved Vendor's Agent (who, by the Agreement, acts on behalf of the Vendor whether or not the Vendor is also a customer of FarmGate for FarmGate Auctions);

(d) a Purchaser; and

(e) a Purchaser’s Agent (who, by the Agreement, acts on behalf of the Purchaser whether or not the Purchaser is also a customer of FarmGate for FarmGate Auctions);

2.2 A User:

(a) is a person who uses App access to FarmGate Auctions;

(b) may be Customer or a person deemed by the Agreement to represent and act on behalf of Customer (including a person who acts on behalf of the Approved Vendor's Agent who, in turn, acts on behalf of the Approved Vendor); and

(c) if different from Customer, is deemed by the Agreement to be authorised to act on behalf of Customer.

2.3 The Approved Vendor or the Approved Vendor's Agent must complete the Lot Assessment Form available on FarmGate Auctions prior to listing the Livestock for sale.

2.4 An Approved Vendor or the Approved Vendor's Agent must complete the Listing on behalf of the Vendor on FarmGate Auctions and submit the Lot or Lots for sale.

(a) An Approved Vendor may only list their own, Vendor Bred Livestock. They may not list Livestock that is not bred by the Vendor.

(b) An Approved Vendor’s Agent may list Livestock that is or is not Vendor Bred Livestock.

2.5 Bidders may bid for Livestock. The Bidder with the highest bid which is equal to or above the Vendor's reserve at the end of the Auction for that lot automatically by that bid purchases the Livestock and becomes the Purchaser for that Livestock.

2.6 A Bidder is deemed to be bidding on their own account as principal. If a purchase is made by a Purchaser's Approved Agent, their bid is deemed to be by and on behalf of the Purchaser and will be referred to as the Purchaser in the sale confirmation notice detailing the terms of the sale provided to the Vendor and Purchaser.

2.7 Unless an Approved Vendors’ Agent makes an arrangement directly with the Approved Purchaser in accordance with clause 2.8 below, FarmGate shall act as a clearinghouse for all sale and purchase payments made by or on behalf of the Approved Vendor and the Approved Purchaser to FarmGate (but does not have any right or title to or interest in the Livestock which is the subject of the sale nor is it liable for breaches by either the Approved Vendor or the Approved Purchaser) such that, subject to clause 2.8:

(a) all payments for Livestock bought and sold through FarmGate Auctions must be paid to FarmGate; and

(b) FarmGate will deduct its Listing Fee, Commission and any other fees or charges arising from or related to the sale and then pay the balance to the Approved Vendor or, if applicable, the Approved Vendor's Agent.

2.8 Despite clause 2.7, the Approved Vendors’ Agent may arrange payment on their own terms with the Approved Purchaser and FarmGate may, in its sole discretion, direct the Approved Vendors’ Agent to make arrangements to arrange payment on their own terms with the Approved Purchaser and in either event:

(a) FarmGate is not required to act as a clearinghouse for sale and purchase payments arising from a Contract of Sale made by an Approved Vendors’ Agent where the Approved Vendors’ Agent has made arrangements on their own terms with the Approved Purchaser;

(b) FarmGate will send an invoice to the Approved Vendor’s Agent for its Listing Fee which shall be payable within seven (7) days in accordance with clause 5 below and any other fees and charges relating to the Contract of Sale.

(c) FarmGate shall only deal with the Approved Vendors’ Agent;

(d) Approved Vendors’ Agent and the Approved Purchaser shall determine the terms upon which the Contract of Sale proceeds; and

(e) If the Approved Vendors’ Agent is selling a Lot under this clause, they shall include in the description of the Lot information as to the terms upon which the Contract of Sale is to occur.

2.9 FarmGate does not hold funds received for payment in trust beneficially for any Customer, User, Vendor, Purchaser, Agent or other person (since FarmGate acts as clearinghouse for the payments made to it).

2.10 FarmGate does not act as Agent nor does it have authority to execute any contract on behalf of any Customer, User, Vendor, Purchaser, Approved Agent or any other person and is not an auctioneer of any Lot listed on the App. By this agreement, FarmGate provides the App to facilitate the purchase and sale of Livestock and, if applicable, act as a clearinghouse for payments made for the purchase and sale of Livestock.

2.11 FarmGate does not own any Livestock listed for sale on the App, and does not itself buy or sell any Livestock using the App and does not warrant the condition of any Livestock listed on the App. Any representations or warranties made as to the condition of any Lot or Livestock listed on the App is solely the responsibility of the Vendor and Vendor’s Agent.

3.1 A reference in these Terms to “account” is a reference to the entire account relationship between Customer and us which is solely and exclusively made by the Agreement. (There is no other account relationship between us and Customer.)

3.2 An account is automatically created by FarmGate on the Terms of the Agreement on or following the acceptance by FarmGate of Customer’s application for the Agreement.

3.3  There is no fee to enter into the Agreement including creating an account.

3.4 You must provide accurate, up-to-date and complete information during the application process and after that from time to time. You must amend such information to keep it accurate, up-to-date and complete. We may in our sole discretion decline to provide you with an account or continue to provide you with an account if you do not meet the requirements for the Agreement from time to time (for example, updated identification information).

3.5 We may impose conditions or limits on your account as we see fit, from time to time. No interest is earned on a credit balance posted to an account unless we choose to offer and pay an amount in the nature of interest. We may set the terms of any such credited interest from time to time, including varying the rates and ending it (without that being an amendment of the Terms).

3.6 App access

(a) All or some of the account will be represented or displayed on User’s access to FarmGate Auctions. This is referred to ”App access” to the account. There is no fee for App access to the account.

(b) The features of the FarmGate Auctions and the features of App access may change from time to time, including aspects of the account which are displayed by FarmGate Auctions or which are permissible instructions by using FarmGate Auctions. (The App access displays aspects of the account or enables instructions for the account but is not the account itself nor is it a different account.)

(c) We grant you a non-exclusive, royalty-free, revocable, Australia-wide, non-transferable licence to use FarmGate Auctions by the App access and otherwise in accordance with the Agreement.

(d) If you apply to have App access by a User who is not you, then:

(i) The User must be your authorised representative for all purposes in relation to the Agreement including but not limited to App access. By making the Agreement with us, each Customer will be irrevocably deemed to authorise each User from time to time to have whatever App access is granted from time to time, and so act on behalf of and binding the Customer. We will not make any enquiries into the authorisation, before or after App access is granted to the User.

(ii) You will be bound by whatever the User does through the App access or otherwise in dealings with us (whether through FarmGate Auctions or otherwise). Actions by the User are deemed to be actions by and on behalf of you.

(iii) In particular, without limiting any other part of the Agreement, FarmGate fully and finally discharges its obligations to you when FarmGate sends a payment on instructions by you or by a User, without FarmGate having to obtain any other approval or check.

(iv) We grant the User a non-exclusive, royalty-free, revocable, Australia-wide, non-transferable licence to use FarmGate Auctions by the App access and otherwise in accordance with the Agreement (as though the User made the Agreement in its own capacity).

(v) No other Users may apply for or maintain App access without our prior written consent.

(e) After we accept your application for the Agreement you (or, if different, the User) will first be granted "guest user" status for your App access. You will have access to FarmGate Auctions without the right to buy or to sell Livestock.

(f) Any User with “guest user” App access has limited access to FarmGate Auctions without a right to buy or to sell Livestock.

(g) If User wishes to buy or sell Livestock, User must satisfy the requirements of FarmGate from time to time to become an Approved Vendor, an Approved Vendor's Agent, a Purchaser or a Purchaser’s Approved Agent, as the case may be.

(h) To be granted "guest user" App access, we will require information from you including the name, email, telephone number, trading name, password, and other details of the User. You must choose a username and a password and we will issue you with a User Identification Code.

(i) If you wish to become an Approved Vendor with permission to use FarmGate Auctions for buying or selling Livestock or if you wish to be an Approved Agent with permissions for buying or selling Livestock on behalf of your principal, then you will be required to enter additional information as prompted though your App access.

(j) We own or licence all right, title and interest in all parts of FarmGate Auctions. Customers and Users do not gain any right, title and interest in any part of FarmGate Auctions including programming code, data, analytical analysis, business methods, know-how or intellectual property of any kind.

3.7 Approved Vendor's Agent

(a) To have an Agreement and to use its account as an Approved Vendor's Agent, you must be an appropriately licensed stock and station agent in the State or Territory in which you are operating which permits you to deal with the sale and purchase of Livestock and before we will permit you to have App access to sell livestock on FarmGate Auctions:

(i) you must complete and pass the online assessors training course and assessment test; or

(ii) you provide evidence that you are accredited to assess livestock by a third party at a level acceptable to us;

(b) You may, subject to passing our assessment or our acceptance of third-party livestock assessment accreditation, become an Approved Vendor Agent for sheep, cattle, goats, either or all of them.

(c) We may require additional details from you such as postal address, ABN and PIC before we grant you App access with permission to buy and sell.

3.8      Approved Vendor

(a) If you are not an Approved Vendor's Agent and want to become an Approved Vendor, then you must complete the online assessors training and pass our assessment test before we permit you to have App access to sell Livestock on FarmGate Auctions. You can, subject to passing our assessment, become an Approved Vendor for sheep, cattle and goats or any one or more of them.

(b)  We will require additional details from you such as postal address, ABN and PIC for permission to buy and sell.

(c) Passing our online assessment does not create any liability on FarmGate for that assessment nor any obligation on FarmGate to monitor your performance as an assessor.

3.9 You are responsible for all activity on your account including using App access or otherwise including, but not limited to, the following:

(a) You must keep the User Identification Code, username and password details confidential and secure from unauthorised use.

(b) You must immediately notify us of any unauthorised use on your account and you must take immediate steps to re-secure your account and your App access if there is unauthorised use.

3.10 We may refer to the relevant authorities information about and reasonable suspicions of fraudulent or abusive or illegal activity (without informing you or, if different, any User with App access).

4.1 We will comply with our obligations under the Privacy Act 1988 (Commonwealth) and applicable laws in relation to Personal Information.

4.2 We will comply with our Privacy Policy. You agree that we may receive, store and use information, including Personal Information, in accordance with our Privacy Policy.

5.1 There is no fee for a Bidder or Purchaser to use FarmGate Auctions.

5.2 If you are an Approved Vendor or the Approved Vendors' Agent we charge you a flat listing fee. This is set out on FarmGate Auctions on a per head basis for each head of Livestock listed (Listing Fee).

5.3 If you are an Approved Vendor or an Approved Vendors’ Agent using FarmGate as the clearinghouse we will, in addition to the Listing Fee, charge you a commission on the total lot value of stock successfully sold at auction at the rate of the fees set out on FarmGate Auctions (Commission). FarmGate may, in its sole discretion, enter into agreements with individual Approved Vendors’ Agents that use FarmGate as a clearinghouse to reduce the Commission payable or provide rebates for Commissions paid or payable on such terms as may be agreed with such individual Approved Vendors’ Agents from time to time.

5.4 We may change the Listing Fee or Commission by notice on FarmGate Auctions. Such changes apply to all Listings uploaded and sales of Livestock occurring seven (7) days after FarmGate gives notice on FarmGate Auctions of such change. If you do not accept our amended Listing Fee or Commission, you may terminate the Agreement in accordance with clause 22.1.

5.5 Listing Fee.

(a) If the Approved Vendor or the Approved Vendor’s Agent’s Livestock or part of their Livestock listed is not sold at Auction, FarmGate will send you (Approved Vendor or the Approved Vendor's Agent, as the case may be) an invoice for payment (Listing Invoice).

(b) If FarmGate is not the clearinghouse in accordance with clause 2.8, then FarmGate shall issue an invoice to the Approved Vendor’s Agent for the Listing Fee following completion of sale (Settling Agents’ Listing Invoice).

(c) You must pay the Listing Invoice or Settling Agents’ Listing Invoice within seven Business Days from the date of FarmGate sending you the Listing Invoice or Settling Agents’ Listing Invoice.

5.6. FarmGate Auctions in its sole discretion, may offer as advertised or otherwise displayed on any applicable auction a No Sale, No Fee listing promotion. If that occurs the following shall apply;

(a) The Listing Fee referred to in clauses 5.2 - 5.5 above, shall only be incurred by the Approved Vendor or the Approved Vendors Agent in the event that the livestock are sold at auction or after auction including by way of reoffer.

(b) In the event a Lot is listed for sale and is passed in the following auction FarmGate Auctions will not charge the Approved Vendor or the Approved Vendors Agent their Listing Fee.

5.7 Listing Fee and Commission - Livestock is sold at Auction on a per kilogram basis and FarmGate is the clearing house

If Livestock is sold at Auction on a per kilogram basis and FarmGate is the Clearinghouse in accordance with clause 2.7 above:

(a) If you are the Purchaser, FarmGate will send you, the Purchaser, an invoice for 100% of the total estimated lot value of the Livestock sale based on the estimated weight of the Livestock plus GST (if applicable) (Invoice 1).

(b) The Purchaser must pay 100% of Invoice 1 to FarmGate prior to the Livestock leaving the property. This payment will be held as directed by FarmGate to persons or entities for or on behalf of FarmGate in FarmGate’s sole discretion until the weighbridge docket is received by FarmGate and the final weights are confirmed.

(c) If payment of Invoice 1 in full is received by FarmGate, we will promptly request the Approved Vendor or Approved Vendors' Agent to deliver the Livestock to the Purchaser.

(d) The Approved Vendor or Approved Vendors' Agent must without delay provide a copy of the weigh bridge docket, following delivery of the Livestock to advise the actual official verified weight of the Livestock and also without delay provide to FarmGate a copy of a properly completed National Vendor’s Declaration.

(e) Following receipt of the National Vendor’s Declaration and the official weight details of the Livestock, FarmGate will send to the Approved Purchaser an invoice for the total lot value, after any adjustments based on the actual verified weight of the Livestock. (Invoice 2).

(f) The Approved Purchaser must pay Invoice 2 to FarmGate within seven (7) Business Days from FarmGate sending Invoice 2 to the Purchaser if monies are owing due to the actual weight for Livestock being above the estimated weight. Any additional payment will be held by FarmGate as directed by FarmGate including to persons or entities for or on behalf of FarmGate in FarmGate’s sole discretion.

(g) If the actual weights of the Livestock are under the estimated weight as set out in Invoice 1, FarmGate owes the Purchaser and must promptly pay the Purchaser an amount representing the difference in total lot value by reference to the actual weight for the Livestock. FarmGate may satisfy its obligation to pay the Purchaser either:

(i) by paying from the funds received as directed by or on behalf of FarmGate; or

(ii) by paying from its own account and then reimbursing itself from the funds received as directed by or on behalf of FarmGate.

(h) Within seven Business Days of receipt of payment of Invoice 2, the Contract of Sale is finalised by FarmGate as follows:

(i) we will apply the Listing Fee and Commission and any Livestock Transaction Levy (including in all cases GST if applicable) and any other statutory charges to the account of the Approved Vendor or Approved Vendor’s Agent (as the case might be);

(ii) we will credit the balance to account of the Approved Vendor or Approved Vendor’s Agent (as the case may be), including GST if applicable; and also FarmGate will direct the credit to persons or entities for or on behalf of FarmGate in their sole discretion ]and from that time the amount credited will be immediately available for payment as properly instructed by the Approved Vendor or Approved Vendor’s Agent as the case may be;

(ii) FarmGate may satisfy its obligation to pay the Vendor or Approved Vendor’s Agent (as the case may be) in any combination of:

(A) by paying from its own account and then reimbursing itself for that amount from funds received by or on behalf of Farmgate

(B)       by paying from the funds received for or on behalf by FarmGate.

(iii)  On or around the time payment is sent, we will pay ourselves the Listing Fee and Commission and any Livestock Transaction Levy (including in all cases GST if applicable) and, pay from the funds received for on or behalf of FarmGate any other statutory charges to the account of the Approved Vendor or Approved Vendor’s Agent (as the case might be).

5.8 Listing Fee and Commission - Livestock is sold at Auction on a per head basis

If Livestock is sold at Auction on a per head basis and FarmGate is the Clearinghouse in accordance with clause 2.7 above:

(a) If you are the Purchaser, FarmGate will send you, the Purchaser an invoice for 100% of the total lot value of the Livestock sale plus GST (if applicable).

(b) The Purchaser must pay 100% of Invoice 1 to FarmGate prior to the Livestock leaving the property. This payment will be received and held by FarmGate as directed by FarmGate including to persons or entities for or on behalf of Farmgate in FarmGate’s sole discretion until the Livestock are delivered and the Purchaser confirms that they are within the specification.

(c) If payment 100% of the Invoice is received by FarmGate, we will promptly request the Approved Vendor or Vendor's Agent to deliver the Livestock to the Purchaser.

(d) The Approved Vendor or Approved Vendor's Agent must upon delivery of the Livestock and without delay provide to FarmGate a copy of a properly completed National Vendor’s Declaration.

(e) Within seven Business Days of receipt of the properly completed National Vendor’s Declaration by FarmGate:

(i)  we will apply the Listing Fee and Commission and any Livestock Transaction Levy (including GST if applicable) and any other statutory charges to the account of the Approved Vendor or Approved Vendor’s Agent (as the case may be);

(ii) we will credit the balance to account of the Approved Vendor or Approved Vendor’s Agent (as the case may be), including GST if applicable and FarmGate will receive and will direct the credit to persons or entities for or on behalf of FarmGate in FarmGate’s sole discretion, and from that time the amount credited t will be immediately available for payment as properly instructed by the Approved Vendor or Approved Vendor’s Agent (as the case may be);

(iii) FarmGate may satisfy its obligation to pay the Approved Vendor or the Approved Vendor’s Agent (as the case may be) in any combination of:

(A) by paying from its own account (and then reimbursing itself for that amount from from funds received for or on behalf of FarmGate; or

(B) by paying from the funds received for or on behalf by FarmGate.

(iv) On or around the time payment is sent, we will pay ourselves the Listing Fee and Commission and any Livestock Transaction Levy (including in all cases GST if applicable) and pay from the funds received for on or behalf of FarmGate any other statutory charges to the account of the Approved Vendor or Approved Vendor’s Agent (as the case might be).

5.9 Non-payment of an invoice

If you (as an Approved Vendor, Approved Vendor’s Agent or Purchaser) fail to pay an invoice by the due date, we may, in our sole discretion do any one or more of the following in addition to any exercising any other rights or powers:

(a) refuse to auction any unsold Lots or accept any new Listings from you as a Vendor or Approved Vendor's Agent;

(b) suspend, limit or cancel your account;

(c) suspend, limit or cancel any App access for your account;

(d) charge you interest, calculated daily, on the entire amount outstanding from time to time until the debt is fully and finally discharged, at the rate equal to the prevailing RBA cash rate p.a., plus 1.5%, as an agreed reasonable pre-estimate of the costs and internal and external costs of managing your default and dealing with other parties to the Auction (not including the direct expenses described below) and in this capacity we act as agent of the Approved Vendor or Approved Vendor’s Agent (as the case may be) and will allocate to them and to other payees referable to your outstanding amount the payment for interest we receive from you; and

(e) charge you for the direct costs of debt collection services and the direct legal costs of enforcement, on a solicitor client basis, including but not limited to commencing and maintaining legal proceedings for any outstanding amounts owing by you under the Agreement (including amounts payable to the Approved Vendor or Vendor's Agent).

6.1 If you are an individual, you represent and warrant that you are at least eighteen (18) years or older.

6.2 If you are a corporation, you represent and warrant that you are not subject to an Insolvency Event.

6.3 You will only allow a User other than you, Customer, if they are sixteen (16) years or older.

6.4 You undertake that each of the following will remain correct throughout the time the Agreement subsists:

(a) you are not subject to an Insolvency Event;

(b) if you are an Approved Vendor or Approved Vendor’s Agent, you will deliver to the Purchaser clear title to the Lot sold unless the Purchaser fails to meet the Contract of Sale conditions;

(c) if you are an Approved Vendor's Agent, you are appropriately licensed in the State or Territory of Australia in which you are dealing to sell Livestock on FarmGate Auctions on behalf of the Vendor;

(d) if you are an Approved Vendor's Agent, you have and will maintain while an account holder, professional indemnity insurance of at least $5,000,000 and you will maintain all such insurance policies while an account holder and, if required by us, provide a Certificate of Currency;

(e) if you are an Approved Vendor or Approved Vendor's Agent, you will provide accurate, up-to-date and complete information when completing the Lot Assessment Form;

(f) if you are a Purchaser, you will pay for any Lot or Livestock purchased unless the Vendor cannot meet the Contract of Sale conditions;

(g) if you are an Approved Vendor's Agent or Approved Purchaser's Agent, you have lawful authority to act on behalf and represent each Vendor and Purchaser you purport to represent;

(h) you will not interfere with any Auction, the sale process, the price of any Lot being Auctioned, any Listings or any data on FarmGate Auctions;

(i)  you will not copy or use, in whole or in part, any of the content on FarmGate Auctions; and

(j) if you are an Approved Vendor or Approved Vendor's Agent, you will accurately and clearly describe the Livestock which is being offered for sale and will not intentionally or negligently or recklessly mislead or deceive a Purchaser or buyer or provide false or misleading information in the description of Livestock or any information that could potentially be false or misleading or deceptive in any way.

7.1 When accessing or using FarmGate Auctions, you and each other user representing you must not:

(a) post false, misleading, deceptive, inaccurate, unlawful or offensive content or information on FarmGate Auctions;

(b) reproduce, retransmit, reverse engineer, distribute, disseminate, sell, publish, broadcast or circulate FarmGate Auctions, or any part of it including any data, to any third-party;

(c) hack or distribute viruses or do anything to undermine the stability, functionality, reputation or integrity of FarmGate Auctions and FarmGate; and

(d) facilitate or assist any other person to do any of the above acts.

8.1 You acknowledge that we use third-party service providers to host FarmGate Auctions and to provide services for it. We cannot and do not guarantee or otherwise assure the continuous and uninterrupted operation of FarmGate Auctions and we will not be liable for any interruption, unavailability or outage to FarmGate Auctions. It is provided on an “as-is” basis.

8.2  You agree that if there are any technological, processing or other issues during an Auction, we may, at our sole discretion do any one or more of the following:

(a) close the Auction and re-open the Auction at a later time;

(b) extend the conclusion time of the Auction; and

(c) cancel the Auction and conduct the Auction again.

8.3 When exercising our rights under clause 8.2, to the extent permitted by law, we will not be responsible or liable for any loss, expense, cost, claim or damage arising from any bids which are:

(a) not processed due to an outage or technical error or internet interruption of any kind;

(b) not received until after the close of the Auction; or

(c) not received at all due to cancellation of the Auction.

8.4 To the extent permitted by law, you agree that we are not liable to you for any loss, expense, cost, claim or damage of whatever nature due to any malfunction, interruption, security breach or breakdown of FarmGate Auctions contributed to or caused by factors outside of our reasonable control.

9.1 You, as an Approved Vendor or Approved Vendor’s Agent, are responsible for carrying out an assessment of the Livestock being offered and completing the Lot Assessment Form designated by FarmGate, no more than ten (10) days before the Auction date.

9.2 You, as an Approved Vendor's Agent or the Approved Vendor, are solely responsible for ensuring that the information provided in the Lot Assessment Form is complete, accurate, complies with all applicable laws, is not misleading and does not omit material information that the Purchaser would reasonably expect to be disclosed.

9.3 You, as an Approved Vendor’s Agent or Approved Vendor, have sole responsibility for any material or information uploaded by you or on your behalf to FarmGate Auctions.

9.4 You, as an Approved Vendor’s Agent or Approved Vendor, must not make any false, misleading, incomplete or deceitful representations or statements concerning the Lot or Livestock. You remain liable for the accuracy, content and legality of the Lot and Livestock listed and the Lot Assessment.

9.5 The declaration within the Lot Assessment Form must be signed by the Approved Vendor or the Approved Vendor’s Agent before the Lot can be listed for sale. You, as an Approved Vendor’s Agent or Approved Vendor, may do this by signing your digital signature on our App or at the time of uploading the Lot Assessment Form via your online access to FarmGate Auctions, certifying that each Lot Assessment Form has been fully, truthfully and correctly completed and signed, that you hold the completed original Lot Assessment Form and that the Declaration has been signed.

9.6 By signing the Lot Assessment Form, you, as the Approved Vendor’s Agent or the Approved Vendor, warrant the accuracy, completeness and legality of the Lot, for the benefit of the Purchaser and for our benefit.

9.7 You, as the Approved Vendor or Approved Vendor’s Agent, must clearly specify in the Lot Assessment Form if there are any special conditions or restrictions on the sale of the Lot, for example, if the Lot comes from a tick area, in which case it becomes the Purchaser’s responsibility to ensure that such purchased Livestock may be transported to their chosen destination. If the Lot Assessment Form does not advise that the Lot comes from a tick area, then you are deemed to warrant that it does not come from a tick area.

9.8 Any photographs, graphics, videos or other material provided to us or uploaded by an Approved Vendor or Approved Vendor’s Agent must be dated and provide an accurate and unaltered representation of the Lot. Photographs, graphics or videos which are not related to the Lot to be offered are not permitted to be used.

9.9 All Lots listed must comply with the Listing requirements specified by FarmGate from time to time. We may delist any Lot which in our view does not comply with such requirements.

10.1 An Approved Vendor or Approved Vendor’s Agent may list Livestock for sale at the next scheduled Auction as displayed on FarmGate Auctions or may book a specific date and time for the Auction through FarmGate Auctions.

10.2 Each Auction will have a set commencement time. Auction times will be in Australian Eastern Standard Time or Australian Eastern Daylight Time.

10.3 If the Lot is listed in a public auction, we will determine, at our sole discretion, the order of sale in which Lots will be submitted for Auction. If it is a private auction, then you may select the order of sale.

10.4 An Approved Vendor or Approved Vendor’s Agent must nominate a minimum reserve sale price for each Lot listed. You agree that once bidding meets or exceeds the minimum reserve sale price, then the Lot will be sold to the highest Bidder by a Contract of Sale between You and the other party to the Auction.

10.5 The minimum reserve sale price of a Lot may be modified by the Approved Vendor or Approved Vendor’s Agent up until one (1) hour before the commencement of the Auction.

10.6 The Approved Vendor or Approved Vendor's Agent may withdraw a Lot up to one (1) hour prior to the commencement of the Auction by contacting the number set out in the FAQs of the App. Lots that do not have a start price and minimum reserve sale price set when the Auction commences will automatically be withdrawn from that Auction and can be re-offered in a subsequent Auction if eligible. Charges may apply when re-offering withdrawn Lots, as set out in the FAQs on the App.

10.7 A User may bid by placing a single bid one at a time or through the auto bid system on FarmGate Auctions. A User may also limit the maximum bids that will be placed by them during the Auction.

10.8 A bid is only made when it is recorded on our FarmGate Auctions system bidding records.

10.9 A Bidder may only advance their bidding by the increments set out on FarmGate Auctions, as determined by the Approved Vendor or Approved Vendor's Agent, prior to Auction.

10.10 Auction sales of Livestock will be sold on a per head basis by which the total sale price, is the amount bid per head, multiplied by the number of head in a Lot or on a per kilogram basis and the total sale price is calculated by determining the total weight of the Livestock sold, multiplied by the amount bid per kilogram:

10.11   We may close, cancel or suspend an Auction before and during the scheduled time in our sole discretion including in circumstances in which we suspect or become aware of any of the following:

(a) there is fraudulent or malicious bidding;

(b) there are processing errors, technological errors or failures; and

(c)  the content or information provided regarding the Lot or Livestock is materially inaccurate or misleading.

10.12 If the highest bid equals or exceeds the reserve price then immediately on the conclusion of an Auction a Contract of Sale is formed between the highest Bidder (as Purchaser) and the Approved Vendor or Vendor's Agent (as agent for the Vendor) at the price determined by the Auction and governed by these Terms.

10.13 We may refuse to accept any bid which, in our opinion, objectively is not in the interests of the Vendor.

10.14  A Bidder may not withdraw a bid. If a bid is mistakenly placed by a Bidder, we may, in our sole discretion, permit it to be withdrawn. If we permit such withdrawal, it will be subject to such terms as we reasonably impose, from time to time.

10.15 You, as an Approved Vendor’s Agent or an Approved Vendor, may bid for your own Lot through FarmGate Auctions only if the number of such bid(s) is publicly disclosed on FarmGate Auctions, such as via the Lot Assessment Forms. You, as an Approved Vendor or Approved Vendor’s Agent, are restricted to the number of bids noted on the Lot Assessment Form.

10.16 If there is any dispute regarding bidding, we are the sole arbitrator and our decision is final and binding on you and the other persons involved in the disputed Auction.

10.17 A Lot will be passed in if at the completion of the Auction for the Lot, the highest bid is less than the reserve price.

10.18 If a Lot is passed in, the Bidder who makes the highest underbid may, within the time period specified by us, increase their bid to a price equal to the reserve price, in which case the Lot will be sold at that price.

10.19 If a Lot offered for Auction does not reach the nominated reserve price, the Approved Vendor or Approved Vendor’s Agent may re-offer the Lot at a further online Auction, without further charge, provided that any Lots must be re-offered for Auction within the following time frames set out below:

(a)  cattle – twenty one (21) days;

(b) lambs – seven (7) days;

(c) sheep – fourteen (14) days; and

(d)  goats - fourteen (14) days

Otherwise, a new Lot Assessment must be conducted and the Livestock must be relisted with an up-to-date Lot Assessment Form.

10.20 All bidding must be and is in Australian dollars.

10.21 All Auctions will be conducted on the basis that the bid and sale price are exclusive of GST. If applicable, GST will be added to the price of the Lots sold following the Auction. If GST is payable by the Purchaser who will receive a tax invoice including GST by or on behalf of the Approved Vendor or Approved Vendor’s Agent in accordance with this Agreement.

10.22 You, as a Bidder and Purchaser, acknowledge that you purchase any Lot and Livestock on a caveat emptor basis, that is, relying entirely on your own enquiries and inspections and do not rely on FarmGate Auctions or the Approved Vendor or Approved Vendor’s Agent.

11.1 It is a fundamental term of the Contract of Sale that the Approved Vendor and (if applicable) Approved Vendor’s Agent on behalf of the Vendor:

(a) subject to paragraph (b), warrants that as at the time of passing of title of the Lot the Vendor is the beneficial owner of each item of property in the Lot, free from all Encumbrances and is entitled to sell, deliver and transfer unencumbered title to the Purchaser; and

(b) if at the time of passing of title to Purchaser of the Lot the Livestock in it are subject to an Encumbrance, the Approved Vendor or (if applicable) the Approved Vendor’s Agent must ensure that this is an undertaking that Encumbrance is fully and finally discharged on or prior to payment by Purchaser and the warranty as to unencumbered title in paragraph (a) is given as at the time of that payment.

11.2 It is a term of the Contract of Sale that the Approved Vendor must ensure that all Livestock as at Listing and as at completion of a sale of the Livestock must have either an internal or an external NLIS device and must otherwise comply with all applicable laws and regulations regarding tagging and identification. If Livestock have an internal NLIS device, the Approved Vendor or Approved Vendor’s Agent must clearly disclose this information on the Lot Assessment Form and Listing.

11.3 It is a term of the Contract of Sale that the Vendors and Purchasers must comply with all State, Territory and national regulations applicable to Livestock traceability, including the transferring of Livestock through a new PIC.

11.4 It is a term of the Contract of Sale that the Purchaser must promptly complete the NLIS transfer.

11.5 It is a term of the Contract of Sale that the Approved Vendor or the Approved Vendor’s Agent must promptly complete a National Vendor’s Declaration on delivery of the Livestock to the Purchaser. Within 48 hours of delivery, the Approved Vendor or Approved Vendor’s Agent must provide a copy of the National Vendor’s Declaration to FarmGate.

11.6 If any adjustments to the sale price offered to be paid by a Purchaser is required, due to misdescription, misrepresentation, inaccuracy or incompleteness of information in the Lot Assessment Forms or Listing, FarmGate will incorporate the adjustments and calculate the balance purchase price for a Lot when it issues Invoice 2 plus or minus adjustments to the Purchaser. It is a term of the Contract of Sale that FarmGate is authorised and directed to make the adjustment.

12.1 It is a term of the Contract of Sale that the Vendor warrants that as at delivery, the Lot will be delivered in accordance with the condition described in the Lot Assessment Form and in the Listing, subject to being within the acceptable tolerances set out in these Terms for the Contract of Sale.

12.2 It is a term of the Contract of Sale that the Purchaser is responsible for inspecting the Livestock prior to delivery and raising any issues with the Approved Vendor or the Approved Vendor's Agent.

12.3 It is a term of the Contract of Sale that if the Purchaser notifies the Vendor that it wishes to inspect the Livestock, the Approved Vendor or Approved Vendor’s Agent must make available the Livestock for inspection by the Purchaser prior to delivery, at a date, time and location agreed between the parties acting reasonably.

13.1 The provision of this clause 13 are material terms of the Agreement with you in your role on any sale made through FarmGate Auctions and also a term of the Contract of Sale with the other party to the sale.

13.2 If Livestock is sold on a per kilogram basis the Purchaser must pay FarmGate for the Livestock in cleared funds prior to the Livestock leaving the property. The details of the payment process are set out in the Terms.

13.3 The Vendor must, after the initial payment has been paid by the Purchaser to FarmGate, make available the Livestock for delivery to the Purchaser at the time and place as agreed between the Purchaser and Vendor.

13.4 The Purchaser may only collect the Livestock after payment of the initial Invoice to FarmGate.

13.5 If Livestock is sold on a per head basis the Purchaser must pay FarmGate for the Livestock in cleared funds prior to the Livestock leaving the property.

13.6 The Vendor and Purchaser may after the Auction date make their own arrangements regarding the date and method of transport and delivery of Livestock, unless otherwise stated in the Listing.

13.7 If, prior to collection, there is any loss of Livestock for whatever reason or Livestock has become lame, blind or diseased, then the Approved Vendor or Approved Vendor’s Agent must disclose same to the Purchaser and Purchaser’s Agent as soon as possible. The agreed price for the Lot will be adjusted by deducting the value of each animal which cannot be supplied in its advertised condition (unless the condition is disclosed in the Listing). FarmGate will calculate the adjustment and the adjusted balance purchase price for the Lot will be disclosed in Invoice 2 sent by FarmGate to the Purchaser.

13.8 Within forty-eight (48) hours from delivery of the Livestock, the Purchaser, acting in good faith, may reject some or all of the Livestock if the Purchaser identifies undisclosed latent defects (other than minor defects) in the Livestock or there is a gross misdescription in the Listing or other manifest or obvious error(s).

13.9 If the Purchaser rejects the Livestock in accordance with clause 13.8, the Vendor is responsible for all costs associated with returning the defective or misdescribed Livestock. Such costs will be adjusted on a pro rata basis based on the quantity of defective or misdescribed Livestock.

13.10 If the Purchaser rejects Livestock in accordance with clause 13.8, then the Purchaser must notify FarmGate and FarmGate will issue an amended Invoice 2, taking into account any adjustments in costs notified to FarmGate. If Invoice 2 has been paid by the Purchaser then the Purchaser is solely responsible for recovery of the moneys overpaid and costs from the Vendor arising from the Livestock rejection.

14.1 It is a term of the Contract of Sale that the Vendor indemnifies the Purchaser against any loss resulting from the Vendor’s violation of quarantine restrictions or movement restrictions on any Livestock, unless such restrictions were disclosed in the Lot Assessment Form or otherwise in the Listing.

14.2 It is a term of the Contract of Sale that the Vendor must refund the sale price of any animal comprised within a Lot sold if the Purchaser presents a condemnation certificate specifying one or more of the diseases set out below within seven (7) days of delivery of the Lot:

actinobacillosis, actinomycosis, anthrax, arthritis, buckshot, cancer, icterus, illegal residues, lymphadenitis, multiple abscesses, peritonitis, pyaemia, red water, tick fever and uraemia.

14.3 It is a term of the Contract of Sale that the Purchaser of Livestock from a tick area must ensure that such Livestock can be transported to the Purchaser’s proposed destination.

15.1 It is a term of the Contract of Sale that the title to the Livestock sold at Auction will not pass to the Purchaser until the full purchase price for each Lot (payment of Invoice 1 and Invoice 2) has been paid by the Purchaser to FarmGate.

15.2 It is a term of the Contract of Sale that risk of the Livestock sold at Auction will pass to the Purchaser at the time and place of collection or upon loading the Livestock to the Purchaser’s transport vehicle.

15.3 It is a term of the Contract of Sale that if, prior to payment to FarmGate of the full purchase price, the Purchaser takes possession of the Lot or any Livestock within the Lot, then risk will pass to the Purchaser at the time set out in clause 15.2; however, the Purchaser must not dispose of or deal with the Lot or any of the Livestock in any manner inconsistent with the Vendor’s title and ownership.

15.4 It is an fundamental term of the Contract of Sale that time is of the essence of performance of a party’s obligations under the Contract of Sale.

16.1 The Vendor is solely responsible for payment of any Livestock Transactions Levy or any other applicable tax or other levy imposed by any competent authority on or arising in relation to the sale of a Lot. The Vendor directs and authorises FarmGate on the Vendor’s behalf to pay any such fee or levy from the moneys received from the Purchaser.

17.1 It is material term of the Contract of Sale that, subject to the Terms, if collection of Livestock has occurred and the purchase price has not been paid in full by the Purchaser, then:

(a)  the Purchaser authorises the Vendor and its servants and agents to enter onto any premises occupied by the Purchaser or its agents where such Livestock is located, at any time and without notice, to take possession of the Livestock sold at Auction; and

(b)  the Purchaser indemnifies the Vendor for any loss, costs or expenses incurred as a result of such action.

Dispute between Users

18.1 Subject to the Contract of Sale, if there is a dispute between Users (being Customer, any User for Customer and other users and customers using FarmGate Auctions) with respect to any Livestock, including a dispute regarding the Livestock not matching the advertised description, being deceased, lame or any other dispute, the person claiming a dispute must give written notice together with any third party witness statements, photographs and/or videos evidence that must be dated and/or timestamped to the other person and a copy to FarmGate, sufficiently detailing all grounds for the dispute, within forty-eight (48) hours after receiving the Livestock.

18.2 Without limiting the application of clause 18.1, the Purchaser is entitled to raise a dispute in the following circumstances:

(a) the breed, age or gender of the Livestock is materially different from the specification in the Listing;

(b) cattle described in a Listing as calves, vealers, weaners or yearlings (of any gender) do not have milk teeth;

(c) cattle described in the catalogue as milk or two teeth, any sex, must be delivered as such (no tolerance outside that is acceptable);

(d) sheep described in the Listing as new season lambs or lambs (of any gender) do not have milk teeth;

(e) sheep described in a Listing as hoggets (of any gender) do not have two (2) teeth;

(f) with respect to cattle, the average live weight at delivery exceeds the permitted tolerance of + or – 3%;

(g)  with respect to sheep, the average live weight at delivery exceeds the permitted tolerance of + or – 5%; and

(h) Livestock of any sex described as having 4 + teeth have a 10% tolerance into the next age group.

(i) that 15% or more of the livestock in a Listing have a temperament that differs from the description as assessed taking into consideration the breed of cattle and the time and conditions of transit including distance travelled. 

18.3 Notwithstanding clause 18.2, if there is a misdescription of the unborn offspring of purchased Livestock, a tolerance level of 10% of the total offspring purchased applies. A claimed misdescription of 10% or less of the total offspring purchased is not a breach of the Contract of Sale so may not be a dispute for the purposes of this clause 18.

18.4 Unless otherwise agreed between the Vendor and Purchaser, the Vendor is permitted to deliver Livestock between 95% and 105% of the number of head listed in the Lot Assessment Form without breaching the Contract of Sale.

18.5 It is a term of the Contract of Sale that within ten (10) Business Days after a party to the Contract of Sale receives written notice of the dispute in accordance with clause 18.1, the parties must arrange and attend a meeting in person, by telephone or other electronic meeting, at least once (or agree on another method), in an attempt to resolve the dispute in good faith.

18.6 It is material term of the Agreement with you in your role on any sale made through FarmGate Auctions and also a term of the Contract of Sale with the other party to the sale that if the parties are unable to resolve the dispute in accordance with clause 18.5, the dispute will be referred by FarmGate to a panel of three (3) licensed stock and station agents appointed by FarmGate (Dispute Resolution Panel).

18.7  If a dispute is referred to an Dispute Resolution Panel in accordance with clause 18.6, each party to the dispute must:

(a) complete the FarmGate Auctions Dispute Resolution Form and provide it to us;

(b) pay us a service fee of $750 (excluding GST) or such other amount as notified by us for the Dispute Resolution Panel;

(c) outline in writing to us the nature of the dispute and all matters the parties reasonably consider relevant to the dispute; and

(d) the parties must provide us with evidence as reasonably requested by us or the Dispute Resolution Panel for a decision to be made regarding the dispute.

18.8 It is material term of the Agreement with you in your role on any sale made through FarmGate Auctions and also a term of the Contract of Sale that, to the extent permitted by law, we may determine, at our absolute discretion, which stock and station agents or agents are appointed to the Dispute Resolution Panel, resolve the dispute and the rules applying to the dispute resolution and the awarding of costs against the parties to the Contract of Sale. 

18.9 To the extent permitted by law, the decision of the Dispute Resolution Panel is final and binding on the parties except in the case of manifest material factual error.

Dispute between FarmGate and Users

18.10 If User (being Customer or a User for Customer) has a dispute arising from, or in connection with, the Agreement involving FarmGate and the User, the User must give written notice to FarmGate detailing the dispute and proposed resolution. Within seven (7) Business Days after FarmGate's receipt of the notice, the parties must arrange and attend a meeting in person, by telephone or another electronic means, at least once (or agree on another method), in an attempt to resolve the dispute in good faith prior to commencing litigation or other dispute resolution proceedings.

19.1 You acknowledge that we only provide an online platform to enable Livestock to be promoted for sale to potential Purchasers and to arrange and complete any subsequent sale by auction using FarmGate Auctions. We are not responsible for anything not set out in the Agreement. No term may be implied which is not expressly in the Agreement. We have no fiduciary duty to you or to any other person which is not expressly set out in the Terms.

19.2  We are not responsible for any of the following:

(a) the existence and solvency of any person other than FarmGate who uses FarmGate Auctions (as an account holder or as a User with App access);

(b) the existence, merchantability, condition or quality of any Lot or Livestock displayed or offered on FarmGate Auctions;

(c) the legal title of any Lot or Livestock displayed or offered on FarmGate Auctions;

(d) the truth, accuracy, completeness, currency or content or information of any Listing published on FarmGate Auctions;

(e) making any enquiries on behalf of Users (who should make their own enquiries and satisfy themselves as to the truth and accuracy of any such information and should seek independent expert advice regarding the Livestock sought to be purchased or sold);

(f) the licence status of any Approved Vendor’s Agent to enter into a Contract of Sale; and

(g) the legal and financial capacity of a Purchaser or an Approved Vendor or Approved Vendor’s Agent to enter into a Contract of Sale, or deliver or pay for a Lot or any Livestock within a Lot.

19.3 We are not a party to any Contract of Sale entered into between the Purchaser, an Approved Vendor or Approved Vendor’s Agent as a result of a successful Auction. The Contract of Sale and the Agreement respectively give various authorisations, powers and directions to FarmGate.

19.4 We are not liable to you for any loss or damage however incurred by you or any other person as a result of your reliance on, or any other person’s reliance on the information and data contained in a Listing or on FarmGate Auctions.

19.5 We have no control over the conduct of Users represented on FarmGate Auctions. We do not verify information provided by a User.

19.6 We are not responsible for nor accept liability for any User or any other person for any computer virus attacks, hacking, interference or damage to any User’s computer or communication system or network which arises in connection with any use of FarmGate Auctions or any linked website. User is responsible for taking their own precautions to ensure that their use of FarmGate Auctions does not expose them or other persons to the risk of viruses, hacking, bugs, file corruption or other forms of interference.

19.7 Each User accepts sole responsibility and liability for their acts, errors and omissions and the legality, completeness and accuracy of any information, content or data which a User uploads or references, directly or indirectly on or through FarmGate Auctions.

19.8 Each User accepts that there are inherent risks when trading online and using FarmGate Auctions, including the possibility of relying on inaccurate and incomplete information, persons who will not collect or pay for Livestock and dealing with fraudulent persons. We are not liable to you for any information on or referenced through FarmGate Auctions or the acts, errors, omissions or negligence of any User or other party. You use FarmGate Auctions at your own risk.

19.9 Each User is solely responsible for ensuring that its Listing, bidding and selling and all other activities conducted on FarmGate Auctions are lawful.

20.1 Despite any other provision of the Agreement, nothing in these Terms excludes anything in Australian Consumer Law (ACL), the Competition and Consumer Act 2010 (Commonwealth) and other statutory law (including regulations) which imply rights, consumer guarantees, warranties and remedies relating to the obligations and services of FarmGate Auctions which cannot be excluded, restricted, qualified or modified by the Agreement (Non-Excludable Rights).

21.1 To the extent permitted by law, we exclude all implied warranties, terms and conditions and limit our liability for a breach of any Non-Excludable Rights to the supply of the services again or the payment of the cost of having the services supplied again.

21.2 We are not liable for any loss including indirect loss or economic loss of whatever nature incurred by Customer, any User or other person in connection with use or reliance on any information, content or data in connection with FarmGate Auctions.

21.3 If Customer or any User has a dispute with another person in relation to any offer of a Lot or any Transaction, Customer and (if different) each User releases us and our servants, agents and contractors from all claims, demands and losses of whatever kind or nature arising out of or in any way connected with such dispute.

21.4 Customer and (if different) each User agrees to indemnify us against all loss, including any indirect and economic loss of whatever kind or nature and from any other damage, liability, claims, costs and expenses incurred or made against FarmGate by any person in connection with their use of FarmGate Auctions.

21.5 The Approved Vendor’s Agent is engaged by and is acting for and on behalf of a Vendor. Customer, if an Approved Vendor or an Approved Vendor’s Agent, agrees to indemnify us against any loss arising out of any act, error, omission, default or negligence of themselves and, if Customer is acting as an Approved Vendor’s Agent, the Agent’s Approved Vendor.

21.6 Customer and (if different) each User acknowledges that FarmGate is not liable for any loss, claim, cost, expense or damage resulting from the acts, negligence, omissions or default of any other customer or other User of FarmGate Auctions.

22.1 You may cancel your account at any time by sending us an email to support@farmgateauctions.com.au. If an Approved Vendor or Approved Vendor’s Agent cancels or deactivates their account, then any Listing associated with the account will be removed.

22.2 We may terminate the Agreement at any time by giving you at least thirty (30) days’ written notice via FarmGate Auctions or an email to the email address associated with your account.

22.3 In our sole discretion, we may suspend your account or terminate the Agreement immediately without notice if any one or more of the following occur:

(a)  we have received complaints about you from other Users which complaints we determine (by whatever means we think fit) justify the action we take;

(b)  you incur an Insolvency Event;

(c)  you fail to meet the eligibility criteria to use FarmGate Auctions; and

(d) you materially breach the Agreement or, in respect of your conduct or omissions involving FarmGate Auctions and FarmGate you breach any regulations, applicable laws or third-party rights.

23.1 The Agreement is governed by the laws in force in New South Wales and the parties agree to submit to the non-exclusive jurisdiction of the courts in New South Wales and its appellate courts.

23.2 The Contract of Sale is governed by the laws of the State or Territory from which the Lot is offered for sale by the Vendor to the Purchaser, unless otherwise agreed between the parties to the Contract of Sale.

23.3 If any clause or part of any clause is in any way, or would but for this clause be held to be, unenforceable, invalid or illegal, it must be read down so as to be enforceable, valid and legal. If this is not possible, the clause (or where possible, the offending part) is to be severed from the Agreement without affecting the enforceability, validity or legality of the remaining clauses (or parts of those clauses) which will continue in full force and effect.

23.4 A right created by the Agreement cannot be waived except in writing signed by the party entitled to that right. Delay by a party in exercising a right does not constitute a waiver of that right, nor will a waiver (either wholly or in part) by a party of a right operate as a subsequent waiver of the same right or of any other right of that party.

23.5 You may not assign, transfer or delegate your rights, powers or obligations arising by the Agreement without our prior written consent. We may without restriction assign, transfer any of our rights and obligations under the Agreement, at our sole discretion, with thirty (30) days’ prior written notice. You agree that this difference of rights as between us is reasonable and reflects the different services and obligations provided by the parties.

23.6 We may without restriction delegate any of our services or powers under the Agreement without notice but any such delegation does not affect our obligations and liability to you nor does it give you any rights or remedies against the person with delegations made by us.

23.7 Notices and instructions may be given electronically, including through the App. Notices of amendments to the Terms are effective on being posted to FarmGate Auctions, whether or not they are read. Other notices and instructions through the App are effective on being posted and transmitted through the App (and so are subject to successful transmission through communication channels outside of our control) and to the App and FarmGate Auctions functioning.

23.8 We may, at any time and at our sole discretion amend the Agreement by publishing the varied Terms on FarmGate Auctions. We will give reasonable prior notice of the fact of amendments by notice given through FarmGate Auctions (the period of notice will depend on the amendments). Ordinarily an amendment will not affect any live Auction or Contract of Sale arising out of. Continuing to use FarmGate Auctions is confirmation of your agreement to the amendment Agreement. You may always terminate the Agreement in accordance with its Terms.

24.1 Unless the contrary intention appears, a reference in the Agreement to:

(a) (singular includes plural) the singular includes the plural and vice versa;

(b) (person) the word "person" includes an individual, a firm, a body corporate, a partnership, joint venture, an unincorporated body or association;

(c) (administrators, successors, substitutes) a particular person includes reference to the person's administrators, successors and substitutes (including, persons taking by novation) and assignees;

(d) (meaning not limited) the words "include“, "including“, "for example" or "such as" are not used as, nor are they to be interpreted as, words of limitation, and, when introducing an example, do not limit the meaning of the words to which the example relates to that example or examples of a similar kind;

(e) (headings) headings (including those in brackets at the beginning of paragraphs) are for convenience only and do not affect the interpretation of the Agreement; and

(f) (dollars) a reference to dollars is a reference to the lawful currency of Australia.

In these Terms, unless the context otherwise requires:

Account is defined in clause 3.1.

Agreement means the agreement by User and FarmGate on the terms formed when FarmGate accepts the User’s application for the Agreement and as varied and on each and every occasion the Customer accesses, logs in otherwise uses the website or App following variation of this Agreement and any documents annexed or incorporated as varied from time to time.

App means an interface used by a User to access FarmGate Auctions by whatever means FarmGate makes available from time to time, including websites and mobile phone applications.

App access means access to FarmGate Auctions by an App.

Approved Agent means either a Purchaser’s Agent or a Vendor’s Agent (who must be licensed in the State or Territory in which they operate to buy and sell Livestock, as applicable.

Approved Vendor means a seller of Livestock who has passed an assessment conducted by FarmGate and is approved by FarmGate to sell cattle, sheep and goats or any one or more of them.

Dispute Resolution Panel is defined in clause 18.6.

Auction means a sale via FarmGate Auctions in which a Lot is sold to the highest Bidder where the bid equals or exceeds the Vendor’s minimum sale reserve price.

Bidder means a User making a bid using FarmGate Auctions.

Business Days means any day that is not a Saturday, Sunday, gazetted public holiday or bank holiday in New South Wales.

Commission means the percentage fee set out on FarmGate Auctions payable by an Approved Vendor or Approved Vendor's Agent or Vendor on the successful sale of Livestock and calculated on the total lot value of Livestock sold, after adjustments.

Contract of Sale means the contract between the Approved Vendor or Approved Vendor’s Agent as Agent for the Vendor and Purchaser for the sale and purchase of the Vendor’s Lot.

Encumbrance means mortgage, charge on the time, lien, security interests (registrable or not) includes and other interests of other persons which are adverse to the clear title to the item.

FarmGate means Farm Gate Auctions Pty. Ltd ACN 604 541 433.

FarmGate Auctions means the FarmGate online platform for the services set out in the Terms.

FarmGate Auctions Dispute Resolution Form means the form to be completed by the Approved Vendor or Approved Vendor’s Agent or Vendor and Purchaser to appoint a Dispute Resolution Panel to resolve the dispute.

Goods and Services Tax has the meaning given to it in A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth).

Insolvency Event means any of the following:

(a) (company) an application or order is made for the winding up or dissolution or a resolution is passed or any steps are taken to pass a resolution for the winding up or dissolution of the company.

(b)  (company) an administrator, provisional liquidator, liquidator or person having a similar function under the laws of any relevant jurisdiction is appointed in respect of the company or any action is taken to appoint such a person and the action is not stayed, dismissed or withdrawn within ten (10) Business Days.

(c) (company) the company is deregistered under the Corporations Act 2001 (Commonwealth) or other legislation or notice of its proposed deregistration is given to it;

(d) (individual) a person is or states that the person is unable to pay from the person's own money all the person's debts as and when they become due (individual) a person is taken or must be presumed to be insolvent or unable to pay the person's debts under any applicable legislation; and

(f) (individual) petition for the making of a sequestration order against the estate of a person is presented and not stayed, dismissed or withdrawn within (10) Business Days, or a person presents a petition against himself or herself; and

(g) anything analogous to or of a similar effect to anything described above under the laws of any relevant jurisdiction in respect to individual or company.

Listing means any Lot listed for Auction on FarmGate Auctions by an Approved Vendor or Approved Vendor's Agent and part of which comprises the Lot Assessment Form.

Listing Fee means the fee set out on FarmGate Auctions, payable by the Approved Vendor or Approved Vendor’s Agent upon listing Livestock for sale with FarmGate Auctions in accordance with the Agreement.

Livestock includes cattle, sheep and goats.

Livestock sold on a per kilogram basis means Livestock sold on a per kilogram basis for the total weight for a lot.

Livestock sold on a per head basis means Livestock sold on a price for each head of Livestock in a Lot.

Livestock Transaction Levy has the meaning given to it in the Livestock Transactions Levy Act 1997 (Commonwealth).

Lot means the Livestock listed for sale in a Listing on FarmGate Auctions.

Lot Assessment Form means the forms which the Approved Vendor or Approved Vendor's Agent and Vendor must complete and sign at the time of Listing a Lot for Auction and which principally forms the information contained in the Listing.

NLIS means National Livestock Identification System.

National Vendor Declarations means the form prescribed by the Department of Primary Industries and listing the exact details and number of Livestock delivered by a Vendor to a Purchaser.

Personal Information has the meaning given to it in the Privacy Act 1988 (Commonwealth).

PIC means Property Identification Code.

Purchaser means a Purchaser of a Lot on FarmGate Auctions and includes the Purchaser's Agent, if applicable.

Purchaser's Agent means a person authorised by the Purchaser to act as their agent for the purchase of the Lot.

State means a state of the Commonwealth of Australia.

Stock has the same meaning as "Livestock".

Territory means a territory of the Commonwealth of Australia.

Transaction means the transaction pursuant to a Contract of Sale, including before it is fully and finally settled by the parties to it.

User means a person who is registered to have App access to FarmGate Auctions (and so could be Customer or a person deemed by the Agreement to represent and bind Customer).

User Identification Code means the unique identification code issued to each User by FarmGate Auctions as part of the account details.

Vendor means the vendor of a Lot specified in the Lot Assessment Form.

Vendor's Agent means an agent who: (a) is licensed as a stock and station agent in the State or Territory in which they operate to buy and sell Livestock, (b) completes the Lot Assessment and Listing on behalf of the Vendor and (c) represents they are acting as agent for the Vendor.

Vendor Bred Livestock means Livestock born, bred, tagged and raised and is either:

(a) Livestock born, bred, tagged, raised and registered at all times on a single PIC for the life of the animal; or

(b) Livestock born, bred, tagged, raised and registered on multiple PICs only if all of the PICs are registered to the same legal entity or related bodies corporate within the meaning of that term under the Corporations Act 2001 (Cth) for the life of the animal.

(c)  Livestock born, bred, tagged, raised and registered on multiple PICs only if all of the PICs have been under the care and/or control of the same legal entity or related bodies corporate within the meaning of that term under the Corporations Act 2001 (Cth) for the life of the animal.

You means the person who is “Customer” who has the Agreement with us.