In these Terms and Conditions the following terms shall have the following meanings save where the context otherwise requires:
“Stallion Agent” shall mean Euro Stallions (Ireland) Limited having its registered office at Durrow, Co. Offaly. Except in so far as these Terms and Conditions set out, the Stallion Agent is not the agent at law or by agreement of any other party to this agreement.
“Customer” shall mean the breeder who is entering into the Contract with the Stallion Agent. It is understood by both Parties that the Customer is acting by way of business and is not a consumer under the terms of the Sale of Goods Act 1980 (as amended) or the Consumer Protection Act 2007 unless expressly agreed by the Parties.
“Services” shall mean the provision of equine Semen.
“Contract” shall mean the agreement, reduced to writing by, entered into between the Customer and Stallion Agent for the purchase of services or payment of breeding fees or any other services agreed between the Parties.
“Transport Company” shall mean the company used for the transport of the chilled or frozen Semen.
“Stallion Owner” shall mean the registered owner of the stallion.
“Representative Stud” shall mean the Stallion Owner’s own stud, or a separate stud appointed by the Stallion Owner for the care and distribution of the Semen of the stallion in question.
“Parties” shall mean the Customer and the Stallion Agent or their servants or agents.
The singular shall include the plural and vice versa.
Unless the context or subject otherwise requires, references to words in one gender include references to other genders.
A reference to a person shall include and individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental entity, or authority or other entity of whatsoever nature.
“Day” shall mean a period of 24 hours ending at 12 midnight.
“Week-day” means a day which is not a Sunday.
“Week” means the period between midnight on any Saturday and midnight the following Saturday.
“Midnight means, in relation to a particular day, the point of time at which the day ends.
“Month” shall mean calendar month.
“Year” shall mean any period of 12 consecutive Months.
“Business Day” shall mean Monday to Friday (inclusive) excluding public and bank holidays on which banks close for business in Ireland.
“Writing” shall mean any communication reduced to documentary form such as but not limited to, a letter, invoice, receipt, email, text or order form.
“Order” shall mean a demand or request placed by a Customer to the Stallion Agent for Services whether made by telephone call, email, mobile telephone text, or in writing.
- Each individual executing a Contract on behalf of a Party hereto represents and warrants that he has been fully empowered by such party to execute this agreement and that all necessary actions to authorise execution of a Contract by him have been taken by such Party.
- Subject as expressly provided in these Terms and Conditions, and except where the Services are sold to a person dealing as a consumer (within the meaning of the European Communities (Unfair Terms in Consumer Contracts) Regulations 1995 as amended by the European Communities (Unfair Terms in Consumer Contracts)(Amendment) Regulations 2000) all warranties, conditions, or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
Retention of Title
- Legal Title to or in the Services shall not pass to the Customer but shall be retained by the Stallion Agent until the all receivables due to the Stallion Agent on foot of the Contract have been paid to the Stallion Agent.
- The Stallion Agent shall be entitled to seek a Court injunction to prevent the Customer from selling transferring, or otherwise disposing of any foals born as a result of Services under a Contract for which the Stallion Agent retains title under the Contract.
- The Customer shall not be entitled to sell, pledge, create a lien over, or in any way charge by way of security for any indebtedness any foals born as a result of Services under a Contract for which the Stallion Agent retains title under the Contract.
Scope of these Terms and Conditions
- These Terms & Conditions apply to and are incorporated into the Contract and may only be amended extended or replaced by an agreement in writing between the Customer and Stallion Agent. The placing of an Order by the Customer and the acceptance of that Order by the Stallion Agent shall thereby incorporate these Terms and Conditions into the Contract.
- Once these Terms and Conditions have become part of a Contract, they shall apply to and shall be incorporated into all future Contracts between the Customer and the Stallion Agent unless the parties have expressly agreed otherwise in writing.
- In no case may these Terms and Conditions be subject change or variation unless the change or variation is explicitly agreed by the Parties in writing. These Terms and Conditions exclude any terms and conditions to the contrary which are implied by trade, custom, practice or the course of dealing
- Stallion owners and Representative Studs may have Terms and Conditions relating to the sale of Services to Customers. The Terms and Conditions of these Stallion Owners and Representative Studs bind the Customer and Stallion Owners or Representative Studs as the case may be without becoming incorporated into these Terms and Conditions.
- Stallion Owner’s or Representative Studs’ Terms and Conditions are excluded by these Terms and Conditions from the Contract save in so far as the said Stallion Owner’s or Representative Studs’ Terms and Conditions are necessary to fulfil these Terms and Conditions.
Terms of Agreement
- The Customer may place orders for Services by phone 00353 (0)860746345 or 00353 (0)874542088 or via email to firstname.lastname@example.org. The email or record of the telephone communication constitutes evidence of the order contained therein.
- The Stallion Agent is the Offeror of Services under the Contract and the Offer is constituted by the Services offered relating to the stallion or stallions for the time being held out by the Stallion Agent as being available to Customers.
- The Customer is the Offeree under the Contract who seeks to purchase Services under the Contract.
- It is a condition of this Contract that the Stallion Agent (Offeror) and Customer (Offeree) agree that Acceptance under the Contract occurs when the Stallion Agent accepts the Customer’s order for services. At that point the Contract binds both the Stallion Agent and the Customer and all sums become due and owing by the Customer to the Stallion Agent under this contract and are to be paid at such time as is set out in these Terms and Conditions. For the avoidance of doubt upon acceptance by the Stallion Agent of the Customer’s order, the sums due and owing become a liquidated sum.
- The insemination season begins on approximately March 1st of each year and ends on approximately September 20th of each year – unless otherwise agreed upon between the Customer and Stallion Agent.
- The Customer’s order should contain the following listed information (which list is not exhaustive):
- Desired stallion;
- How insemination is to be executed (delivery of Semen / insemination at the premises of a recommended veterinary centre);
- Type of Semen (fresh Semen / chilled Semen / frozen Semen);
- Delivery date;
- Name and complete address of the mare owner as well as telephone number(s), email address;
- Breeding society to be notified of the insemination.
- Exact shipping address and name of inseminating veterinarian or insemination technician as well as following information concerning the mare; name, life number, pedigree/equine passport;
- Any other relevant information.
Information From Stallion Agent Disclaimer
- The Customer is advised to verify the accuracy of all information relating to the Services of the Stallion Agent independently and to discuss all issues with his / her veterinarian, professional, and legal advisors as appropriate in advance of placing an order for services. It is a condition precedent of the Contract, that the Customer warrants that he / she has read and understood all information and advice imparted verbally or in writing by the Stallion Agent and has had the opportunity to take professional advice regarding the Contract and / or any advice or information imparted by the Stallion Agent. The Stallion Agent will use all reasonable endeavours to ensure that all information and advice provided by it is accurate. However, the Stallion Agent cannot accept any liability whatsoever for any incorrect information.
Additional Terms and Conditions for Chilled and Frozen Semen
- All chilled and frozen Semen supplied is subject to the terms offered by the Stallion Owner and/or Representative Stud in addition to these Terms and Conditions. If frozen Semen is used, the Customer is on notice and understands that he may be charged per pregnancy if doses are split. The Customer is required to confirm terms with the Stallion Agent prior to insemination and is further on notice, accepts, and understands, that most frozen Semen sold does not have any guarantees or stud terms.
- The Stallion Agent must be informed if Semen is to be used as part of an embryo transfer procedure or ICSI (Intracytoplasmic Sperm Injection) because each Stallion Owner and/or Representative Stud has specific terms that will apply in these circumstances. It is a breach of this Contract for the Customer to use Semen as part of an embryo transfer procedure or ICSI (Intracytoplasmic Sperm Injection) without the explicit consent of, and adherence to the specific Terms and Conditions of, the relevant Stallion Owner or Representative Stud. The Customer indemnifies, and holds harmless, the Stallion Agent and its officers, directors, employees and representatives against any third-party claims arising from or related to the Customer’s breaches of Stallion Owner’s and / or Representative Stud’s Terms and Conditions.
No Product Exchange or Money Back Guarantee
- The Stallion Agent provides no product exchange or money back guarantee. The Customer is advised to insure the value of the transaction as he sees appropriate. Once payment has cleared the order is placed and cannot be refunded or exchanged.
Exclusion of Liability for EU Health Certification
- The Customer agrees that the Stallion Agent is not liable under any circumstances if the Stallion Owner and/or Representative Stud has not included the original EU health certification with the Semen and it is the responsibility of the Customer’s veterinarian / Artificial Insemination Technician to ensure the correct papers are included.
Exclusion of Liability for Delay or Unavailability of Services
- The Customer agrees that the Stallion Agent is not liable under any circumstances for any loss or costs incurred where Semen is unavailable or delayed, including, but not limited to, veterinary, livery, or transport costs.
No Guarantees of Pregnancy
- It is a condition of the Contract that the Customer accepts that no guarantee of pregnancy is given by the Stallion Agent under any circumstances whatsoever.
Order of Services / Shipment / Delivery
- Orders of Semen take place on weekdays (Monday to Friday) and deliveries take place Tuesday to Saturday. Saturday deliveries incur a €30 + VAT surcharge. Orders for stallions standing abroad (i.e. outside of Ireland) must be placed before 9am Irish time. All other orders must be placed before 12 Noon otherwise a next day delivery cannot be guaranteed.
- All shipping costs are to be paid by the Customer.
- Shipment takes place at the risk of the Customer. The Customer and/or his appointed veterinarian /Artificial Insemination Technician must inspect the delivery immediately upon arrival for visible damage and report any such damage immediately and, in all events, before insemination of the mare. The Customer accepts that the Stallion Agent will not be liable for any claims by the Customer for damaged deliveries made after the insemination of the mare.
- If stallions have a heavy breeding schedule, the Stallion Agent reserves the right to send a maximum of 1 insemination dose per oestrus.
- Semen is shipped in styrofoam boxes which must be returned to the Stallion Agent along with the cold packs and the completed Proof of Semen Dispatch Form within 10 days of delivery. If these items are not returned within the specified time, the Stallion Agent will charge the Customer €10.00 per styrofoam box, or such other reasonable charge as may be set from time to time. When Semen is shipped abroad, a health certificate issued by an official Irish government veterinarian will be required. In this case, the Customer will be charged a fee in the amount of €45.00 per stallion, or such other fee as may be due from time to time, and per shipment by the Stallion Agent.
- When frozen Semen is purchased, the Customer will receive 1 insemination dose. When frozen Semen is shipped abroad, a fee per stallion and shipment will be due for a health certificate issued by an official Irish government veterinarian in the amount of €45.00, or such other fee as may be due from time to time, plus €50.00, or such other reasonable charge as may be set from time to time, for nitrogen and container hire. In this case, the container must be returned within 7 days after delivery. Delivery costs are in addition to other costs, and are dependent on the shipping address of the Customer.
- The Customer accepts that Semen will only be shipped after the Customer has paid the Stallion Agent all due receivables in full unless agreed otherwise by the Stallion Agent in writing. For the avoidance of doubt, the Customer accepts and agrees that, despite any agreement to ship Semen before payment, that all receivables become due and owing on Acceptance (see paragraph 14) and become a liquidated sum.
- All liability and risk for the Semen and any container in which it is transported is the responsibility of the Stallion Owner and/or Representative Stud prior to despatch, the Transport Company whilst in transit and the person or company to whom the Semen is delivered from arrival at the final destination. The Customer understands and accepts that the Stallion Agent does not accept any liability whatsoever or risk for the Semen (including but not limited to loss or damage) before despatch, during transport, or upon arrival at its final destination.
- The Stallion Agent is not liable under any circumstances if the Stallion Owner and/or Representative Stud have not included the original EU health certification with the Semen and it is the responsibility of the customer’s veterinarian / Artificial Insemination Technician to ensure the correct papers are included.
- The Stallion Agent is not liable under any circumstances for any loss, damage, or costs incurred where Semen is unavailable or delayed, including, but not limited to, veterinary, livery or transport costs.
- Semen advertised by the Stallion Agent may be unavailable at times without notice. The Stallion Agent will, in such circumstances, use reasonable endeavours to provide alternative Semen of the same value or a lesser value to that ordered and only from the same Stallion Owner and/or Representative, Stud or a refund, if no Semen has yet been delivered under the order. In the event that Semen has already been delivered under an order and Semen from the same Stallion Owner and/or Representative Stud cannot be provided as an alternative, the mare will be required to miss a cycle.
Options for Provision of Service / Payment / Prices
- Prices depend on the options selected by the Customer (stallion selected, fresh Semen/chilled Semen/frozen Semen, delivery address, etc.). All of the prices are stated on the website, www.eurostallions.ie and exclude the valid value added tax due.
- When ordering Services, the total price is due in full and owing at the Acceptance of a contract. For the avoidance of doubt all receivables are due and owing and must be paid in full before delivery of Semen will occur. The Customer accepts that all receivables become a liquidated sum at the point at which the order is accepted.
- When ordering Semen the Customer is bound by the sales terms of the Stallion Owner and/or Representative Stud. These terms vary between Stallion Owners and/or Representative Studs and it is the responsibility of the Customer to fully inform himself of such terms. The individual terms per Stallion Owner and/or Representative Stud are set out on the website; www.eurostallions.ie and on the Stallion Owner and/or Representative Stud’s own websites. For the avoidance of doubt, Stallion Owner’s or Representative Studs’ Terms and Conditions are excluded by these Terms and Conditions from the Contract save in so far as the said Stallion Owner’s or Representative Studs’ Terms and Conditions are necessary to fulfil these Terms and Conditions.
- The Customer must confirm by 1st October in writing the status of his mare or mares as in foal or not in foal as the case may be. The Customer accepts and agrees that failure to disclose in writing on or before the 1st October the status of his mare or mares as in foal or not in foal is a breach of contract and that the mare or mares inseminated will be declared “in foal” and that all fees, costs, and charges, relating to a mare in foal will fall due and owing at that point. The Customer agrees that the Stallion Owner or Representative Stud may remit it’s fees or a portion of those fees, at it’s absolute discretion, should it be disclosed that the mare or mares are not in foal. When applicable, the Customer must send the Stallion Agent a “Certificate of Non-Pregnancy” (which may be downloaded from www.eurostallions.ie ) which must completed by a registered veterinary surgeon before October 15th at the latest. In this instance the Stallion Agent will apply the terms and conditions of the Stallion Owner and/or Representative Stud. If the Stallion Agent does not receive a “Certificate of Non-Pregnancy” by October 15th, signed by a registered veterinary surgeon, the Stallion Agent cannot guarantee the application of the terms of the Stallion Owner and/or Representative Stud in such case where the mare is not in foal.
Reservation of the Right to Change the Stallion
- When fresh/chilled Semen is ordered, the Stallion Agent reserves the right under special circumstances (including but not limited to, competitions, illness, etc.) to provide frozen Semen or – in agreement with the Customer – the Semen of another stallion of the Stallion Owner and/or Representative Stud. The stud fee due in any case will be the fee of the stallion to which the mare ultimately becomes in foal.
- Payments by the Customer are to be made by Electronic Funds Transfer, to the Stallion Agent’s following Irish bank account: Bank of Ireland, Tullamore, Co Offaly: IBAN IE17BOFI90190986518272, BIC BOFIIE2D. Payments may be made by cheque, credit card. Only at the sole discretion of the Stallion Agent will payment in cash be accepted.
- If the Customer wishes to use his/her VAT number for the deduction of Value Added Tax (VAT) where orders are placed from outside the Republic of Ireland, this VAT number and all company details pertaining to the same VAT number must be provided at the time of ordering.
- Where the Customer fails to settle the outstanding balance on his account or invoices on or before September 1st in full, an interest rate of 6% will be charged and compounded on a monthly basis thereafter until such time that the account is paid in full. The Customer accepts and agrees that he must pay any interest charged under the Contract as a liquidated sum due and owing to the Stallion Agent. It is at the sole and absolute discretion of the Stallion Agent to remit any or all interest due on unpaid or overdue balances or invoices.
- Covering certificates will be issued by the Stallion Agent to the nominated breeding society, declared by the Customer at the time of order, and the issue of the covering certificate to the breeding society will only take place after all receivables due to the Stallion Agent have been paid in full.
Prevention and Resolution of Disputes
- The Customer accepts that it is a condition of this Contract that any dispute, save any claim for a liquidated sum by the Stallion Agent, as to the terms and conditions of this Contract, and/or as to the subject matter hereof shall be resolved or determined by mediation or arbitration.
- Any such dispute shall in the first instance be considered and discussed by the Customer and Stallion Agent and both Parties shall endeavour to resolve the dispute within 30 days. If they fail to compose their dispute, it shall be referred to a Mediator before it may be referred to Arbitration hereunder.
- The Mediator shall be any third party agreed by the Parties in writing. The Mediator shall have the power to nominate at his discretion, having consulted with the Parties, another person with particularly relevant skills to act in his place as Mediator. The Mediator shall also have the power to consult such a person while acting as Mediator. If the Parties cannot agree on a Mediator, the President of the Law Society, for the time being, shall appoint a Mediator.
- The opinion or recommendation of the Mediator shall not be legally binding unless adopted by both parties and reduced to writing and recorded and signed as having being agreed between them.
- The Stallion Agent will use reasonable endeavours to resolve any disputes relating to the quality or other properties of any Semen, but liability for Semen rests solely with the Stallion Owner and/or Representative Stud.
- Any dispute, which is not resolved by referring it to the Mediator as provided in this Contract shall then be referred to arbitration.
- All disputes, save and except those which relate to liquidated sums, which arise between the Parties and which have not been resolved by the intervention of a Mediator shall be referred to a single Arbitrator who shall have all the powers provided for an Arbitrator in the Arbitration Act 2010 (as amended).
- If the parties fail to agree on the choice of the Arbitrator, then the arbitrator shall be nominated by the President, for the time being, of the Law Society.
- The Arbitrator shall have full power to dissolve this agreement or order the performance of this agreement should he think fit. Any decisions made by the Arbitrator shall be final and binding on all parties.
- The Customer accepts that this Contract constitutes the entire Contract between the parties hereto and supersedes any previous agreements between the parties hereto and further hereby accepts that, in entering into this Contract, he has not relied on any representations or warranties other than those contained herein.
- All previous descriptions, advertisements, representations and warranties oral and in writing whether been given by way of promotion of services or by notice of sale or during the course of any preliminary discussion are hereby withdrawn and revoked and these Terms and Conditions alone shall form the entirety of the Contract.
- A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a Party in the exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Effect of Waiver
- The Terms and Conditions herein shall remain in full force both at law and in equity notwithstanding that the Stallion Agent may have appeared to waive or release temporarily or permanently any such term or condition or waived.
- Failure by the Stallion Agent at any time to enforce a term or condition herein against the Customer shall not be construed as a waiver of such entitlement and shall not affect the validity of this agreement or any part or parts hereof or the right of the Stallion Agent to enforce at any time any provision in accordance of it’s terms.
- The rights and/or remedies of the Stallion Agent may only be waived by formal written waiver which is signed by the Stallion Agent and which makes express and unequivocal reference to the waiver being made and shall unless otherwise expressly stated only relate to the breach on the occasion referred to and shall not be interpreted as a general waiver.
- Neither Party shall be liable for any failure or delay in performing its obligations under this agreement to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, Acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers.
Assignment and Other Dealings
- Neither Party shall at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the agreement except with the prior written consent of the other Party.
- Any notice or other communication given to a Party under or in connection with this Contract shall be in writing, addressed to that Party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that Party may have specified to the other Party in writing in accordance with this clause and shall be delivered personally, sent by pre-paid first class post or other delivery service, commercial courier, airmail (in the case of international deliveries), fax or email.
- A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 60, if sent by pre-paid first class post at 9.00 am on the second business day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; if sent by airmail on the fifth business day after posting or, if sent by fax or email, one business day after transmission.
- The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
- If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
No Partnership or Agency
- Except as expressly provided, nothing in this Contract is intended to or shall be deemed to establish any partnership or joint venture between the Parties, constitute either Party the agent of the other, nor authorise a Party to make or enter into any commitments for or on behalf of the other Party.
Third Party Rights
- A person who is not a party to the Contract shall not have any rights to enforce its terms. The Customer shall indemnify the Stallion Agent, and keep the Stallion Agent fully indemnified, against all liabilities, costs, and express expenses in respect of any and all claims brought against the Customer by Third Parties in relation to death or injury to persons or loss of or damage to property which is attributable to the wilful or negligent act or omission of the Customer, its employees, servants, or agents.
- No variation of the Contract including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by both Parties.
- This Contract shall in all respects be governed by and construed in accordance with the laws of Ireland. Each of the Parties hereby submit to the jurisdiction of the courts of Ireland in relation to any disputes or proceedings arising out of or in connection with this Contract.
- The Customer, if resident or domiciled outside Ireland, agrees to accept the enforcement of any Order of an Irish Court and / or not to impede or delay the enforcement of such Orders within their own jurisdiction.
- This Contract is drafted in the English language. If this Contract is translated into any other language, the English language text shall prevail. Any notice given under or in connection with this Contract shall be in the English language.
- These Terms and Conditions incorporate the Stallion Agents Data Protection Policies. These policies are available on the www.eurostallions.ie website and on request. The Customer consents to the collection and management of such of his personal data as is required to give effect to the Contract and maintain a business relationship between the Stallion Agent and the Customer.
- The Customer gives his explicit consent, under the terms of the Data Protection Act 2018, to collect, hold, and process his personal data when Acceptance occurs under the Contract and these Terms and Conditions.