In these Terms and Conditions the following terms shall have the following meanings save where the context otherwise requires;
“Contract” shall mean the agreement entered into between the Customer and Stallion Agent for the purchase of semen or breeding fees.
“Stallion Agent” shall mean Euro Stallions (Ireland) Limited having its registered office at Durrow, Co. Offaly.
“Customer” shall mean the breeder who is entering into the Contract with the Stallion Agent.
“Transport Company” shall mean the courier company used for the transport of the chilled or frozen semen.
“Services” shall mean the provision of semen.
“Stallion Owner and/or Representative Stud”. Stallion Owner shall be the registered owner of the stallion and the “Representative Stud” shall mean the Stallion Owner’s own stud, or a separate stud appointed by the Stallion Owner for the care and semen distribution of the stallion in question.
2.1 These Terms & Conditions apply to the Contract and may only be amended extended or replaced by an agreement in writing. Once these Terms & Conditions have become a legal part of a Contract, they also apply to all future Contracts with the Customer even if they are not specifically agreed upon again, unless the parties have expressly agreed otherwise.
2.2 Deviating, opposing or supplementary Terms & Conditions will only be deemed a part of the Contract if and insofar the Stallion Agent has expressly given its consent. The requirement of consent applies in all cases.
- Terms of Agreement
3.1 The Customer can place orders for semen by phone 00353 (0)860746345 or via email to email@example.com. The insemination season begins on March 1st of each year and ends on September 30th of each year – unless otherwise agreed upon between the Customer and Stallion Agent.
3.2 The Customer’s order constitutes the Customer’s offer to enter into a Contract and should contain the following listed information which list is not exhaustive:
(i) Desired stallion;
(ii) How insemination is to be executed (delivery of semen / insemination at the premises of a recommended veterinary centre);
(iii) Type of semen (fresh semen / chilled semen / frozen semen);
(iv) Delivery date;
(vi) Name and complete address of the mare owner as well as telephone number(s), email address;
(vii) Breeding society to be notified of the insemination.
(viii) 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;
3.3 Customers are presumed to have read all information and advice imparted verbally or in writing 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 liability for any incorrect information. The Customer is advised to verify the accuracy of all information themselves and to discuss all issues with their vet as appropriate.
3.4 All chilled and frozen semen supplied is subject to the terms offered by the Stallion Owner and/or Representative Stud. If frozen semen is used, the Customer is on notice that they 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 that most frozen semen sold does not have any guarantees or stud terms.
3.5 The Stallion Agent must be informed if semen is to be used as part of an embryo transfer procedure or ICSI (Intracytoplasmic Sperm Injection) as each Stallion Owner and/or Representative Stud has specific terms that will apply in these circumstances.
3.6 The Stallion Agent provides no product exchange or money back guarantee. Once payment has cleared the order is placed and cannot be refunded or exchanged.
3.7 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 vet / AI Technician to ensure the correct papers are included.
3.8 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.
3.9 Time of delivery is the responsibility of the Stallion Owner and/or Representative Stud. The Transport Company and the Stallion Agent accepts no liability for the time of delivery of semen. Although the Transport Company endeavours to deliver in accordance with timed deliveries, they do not guarantee a timed delivery. As such, neither the Transport Company nor the Stallion Agent provide any compensation for any loss or costs arising from late delivery of semen and in addition the full transport charge will still apply and is payable by the customer.
3.10 No guarantee of pregnancy is given by the Stallion Agent under any circumstances whatsoever.
The Contract is legally binding on the Parties upon acceptance by the Stallion Agent and such acceptance can be communicated orally, in writing or in text form to the Customer.
- Shipment / Delivery
5.1 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.
5.2 All shipping costs are to be paid by the Customer.
5.3 Shipment takes place at the risk of the Customer. The Customer and/or their appointed vet/AI Technician is obligated to inspect the delivery immediately for visible damage and to report any such damage immediately and before insemination of the mare.
5.4 If stallions have a heavy breeding schedule, the Stallion Agent reserves the right to send a maximum of 1 insemination dose per oestrus.
5.5 Semen is shipped in styrofoam boxes which must be returned to the Stallion Agent along with the cold packs and the filled out proof of semen dispatch form within 10 days. If these items are not returned within the specified time, the Stallion Agent will charge the Customer €10.00 per styrofoam box. 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 and shipment by the Stallion Agent.
5.6 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 plus €50.00 for nitrogen and container hire. In this case, the container must be returned within 7 days after delivery. Delivery costs are in addition and are dependent on shipping address.
5.7 Semen will only be shipped after the Customer has paid the Stallion Agent all due receivables set out in Clause 3 and 4 in full at conclusion of the contract.
5.8 Liability and risk for the semen and any container it is transported in 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.
5.9 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 vet / AI Technician to ensure the correct papers are included.
5.10 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.
5.11 Time of delivery is the responsibility of the Stallion Owner and/or Representative Stud and Transport Company. The Stallion Agent accepts no liability for the time of delivery of semen. Although the Transport Company endeavours to deliver in accordance with timed deliveries, they do not guarantee a timed delivery. As such, neither the Transport Company nor the Stallion Agent provide any compensation for any loss or costs arising from late delivery of semen, and in addition the full transport charge will still apply and is payable by the Customer.
5.12 Semen advertised by the Stallion Agent may be unavailable at times without notice. The Stallion Agent will in these circumstances use reasonable endeavours to provide semen in exchange (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 in exchange, the mare will be required to miss a cycle.
5.13 Liability and risk for the semen and any container it is transported in 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.
- Options for Provision of Service / Payment / Prices
6.1 Prices depend on the options selected by the Customer (stallion selected, fresh semen/chilled semen/frozen semen, delivery address). All of the prices are stated on the website, www.eurostallions.ie and exclude the respectively valid value added tax.
6.2 When ordering, the total price is due in full at conclusion of a contract.
6.3 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 themselves 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, which precedes that of eurostallions.ie.
6.4 Where applicable, the Customer must send the Stallion Agent a “Certificate of Non-Pregnancy” (downloadable from www.eurostallions.ie) completed by a registered veterinary surgeon before October 15th at the latest. In this instance the Stallion Agent will apply the terms of the Stallion Owner and/or Representative Stud. If the Stallion Agent does not receive a “Certificate of Non-Pregnancy” by October 15th of the year the contract was concluded, 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.
6.5 When fresh/chilled semen is ordered, the Stallion Agent reserves the right under special circumstances (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 to.
6.6 Payments by the Customer are to be made to the Stallion Agent’s following
Irish bank account: Bank of Ireland,
IBAN IE17BOFI90190986518272, BIC BOFIIE2D.
6.7 If the Customer wishes to use his/her VAT number for the deduction of 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.
6.8 Where the Customer fails to settle the outstanding balance on or before September 1st in full, an interest rate of 6% will be charged on a monthly basis thereafter until such time that the account is paid in full. The Stallion Agent also reserves the right to apply 6% interest to any invoice amount which becomes due.
- Covering Certificates
Covering certificates will be issued by the Stallion Agent to the nominated breeding society declared by the Customer at the time of order and 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
8.1 Any dispute as to the terms and conditions of this Contract and/or as to the subject matter hereof shall be resolved or determined in accordance with the provisions of this Condition.
8.2 Any such dispute shall in the first instance be referred to a Facilitator before it may be referred to Arbitration hereunder.
8.3 The Facilitator shall be any third party agreed by the Parties in writing. The Facilitator shall have the power to nominate at his/her discretion, having consulted with the Parties, another person with particularly relevant skills to act in their place as Facilitator. The Facilitator shall also have the power to consult such a person while acting as Facilitator.
8.4 The opinion or recommendation of the facilitator shall not be legally binding unless adopted by both parties and reduced to writing and recorded and signed as having being agreed between them.
8.5 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.
8.6 Any dispute, which is not resolved by referring it by agreement to the Facilitator as provided in this Contract shall then be referred to arbitration.
9.1 All disputes, which arise between the parties and which have not been resolved by the intervention of the facilitator hereof, or by the conciliation process set out below hereto may be referred to a single Arbitrator who shall have all the powers provided for an Arbitrator in the Arbitration Acts 1954 to 2010.
9.2 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.
9.3 The Arbitrator shall have full power to dissolve this agreement should he think fit. Any decisions made by the Arbitrator shall be final and binding on all parties.
10.1 The Customer acknowledges that this Contract constitutes the entire Contract between the parties hereto and supersedes any previous agreements between the parties hereto in relation thereto and further hereby acknowledges that in entering into this Contract they have not relied on any representations or warranties. No variation of this Contract shall be valid or effective unless made by one or more instruments in writing signed by such as the parties hereto as may be affected by such variation.
10.2 All previous descriptions, advertisements, representations and warranties oral and in writing whether been given by way of promotionally or by notice of sale or during the course of any preliminary discussion are hereby withdrawn and revoked and these terms and conditions shall form the entirety of the Contract.
- Effect of waiver
11.1 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 have waived or released temporarily or permanently any such term or condition or waived or released temporarily or permanently, revocably or irrevocably any other similar term or condition.
11.2. Failure by the Stallion Agent at any time to enforce 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 its terms.
11.3 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 in accordance with this clause 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.
- Force majeure
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.
14.1 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 next working day delivery service, commercial courier, airmail (in the case of international deliveries), fax or email.
14.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 14.1 if sent by pre-paid first class post or other next working day delivery service, 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.
14.3 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.
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 to 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.
- 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.
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.
- Governing law
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.
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.