Leaders in the area of bovine Artificial Insemination, supplier of dairy & beef semen, D.I.Y. A.I. Training & Liquid NitrogenRead More
Dovea Genetics provides the website to you on the basis of the following terms and conditions ("Terms and Conditions"). By accessing any page on this Dovea Genetics Website, you agree to be bound by these Terms and Conditions. These Terms and Conditions may be updated by Dovea Genetics from time to time by posting the updated Terms and Conditions without prior separate notification to you. You should check the Terms and Conditions each time you access the Dovea Genetics Website to check for updates.
You will be able to obtain information about certain Dovea Genetics products and services on this Dovea Genetics Website and you may also submit queries to Dovea Genetics to receive more information.
The Dovea Genetics Website and any support are provided to you at no charge and are for your personal and non-commercial use. Any support provided to you is for information purposes only. Dovea Genetics reserves the right to make changes to the Dovea Genetics Website; or not reply to any queries; or not provide any support in connection with the Dovea Genetics Website.
You undertake not to post to or send via this website any materials that are or could reasonably be construed as: (i) defamatory, libellous, obscene, offensive, abusive, liable to incite racial hatred, discriminatory or blasphemous; (ii) in breach of any obligation of confidence or privacy or any trade secret; (iii) infringing the proprietary rights of any third party or for which you have not obtained all necessary licences and/or approvals; or (iv) violating any other law.
You also agree not to transmit to or send via the website any materials which could reasonably be held to constitute or encourage conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of any country or other competent authority, or infringe the rights of any third party enforceable in any part of the world.
Dovea Genetics reserves the right to remove any materials from the website where it reasonably suspects that such material is prohibited by this Section 3 or is otherwise inappropriate. You must not link to the Dovea Genetics Website other websites which are indecent or inappropriate, and you must forthwith remove any link if Dovea Genetics in its discretion so requests.
You agree to indemnify Dovea Genetics and Dovea Genetics affiliates against any claim, demand, loss or damage suffered as a result of breach of this Section 3.
Dovea Genetics hereby excludes all conditions, warranties, representations or other terms concerning the supply or purported supply of, failure to supply or delay in supplying any service in connection with the Dovea Genetics Website or that the Dovea Genetics Website is accurate, complete or up-to-date, which might but for this Section 4 have effect between Dovea Genetics and you, or would otherwise be implied into or incorporated into these Terms and Conditions or any collateral contract, whether by statute, common law or otherwise. You understand and agree that you are using the Dovea Genetics Website at your sole risk and that Dovea Genetics does not warrant that the Dovea Genetics Website will meet your requirements or that the Dovea Genetics Website will be uninterrupted, error free or secure. Any content or services provided via the Dovea Genetics Website or in connection with the Dovea Genetics Website by Dovea Genetics is done so on an "AS IS" and on an "AS AVAILABLE" basis and Dovea Genetics makes no representations or endorsement of any kind, whether express or implied, with respect to the Dovea Genetics Website for the content or services included in, or made available in connection with, this Dovea Genetics Website. Dovea Genetics reserves the right at its sole discretion, to amend or withdraw any content or services offered as part of the Dovea Genetics Website.
Dovea Genetics , any other party (whether or not involved in creating, producing, maintaining or delivering this Dovea Genetics Website), and any of Dovea Genetics group companies and the officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party, (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise in connection with this Dovea Genetics Website in any way or in connection with the use, inability to use or the results of use of this Dovea Genetics Website, any websites linked to this Dovea Genetics Website or the material on such websites, including but not limited to loss or damage due to viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing this Dovea Genetics Website or your downloading of any material from this Dovea Genetics Website or any websites linked to this Dovea Genetics Website. This shall not affect your statutory rights.
Nothing in these Terms and Conditions shall exclude or limit Dovea Genetics 's liability for (i) death or personal injury caused by its negligence; (ii) fraud; or (iii) any liability which cannot be excluded or limited under applicable law.
The information provided in a form or otherwise via the Dovea Genetics Website will be used by Dovea Genetics for the purpose of providing the services that you have requested by way of the Dovea Genetics Website.
From time to time Dovea Genetics, Dovea Genetics affiliates or agents might use this information for marketing purposes or to inform you about other products and services, which we think might be of interest for you.
You must not display or use in any manner Dovea Genetics or Dovea Genetics trademarks or logos without Dovea Genetics prior written permission.
These Terms and Conditions shall be governed by and construed in accordance with Irish law. Disputes arising in connection with these Terms and Conditions shall be subject to the exclusive jurisdiction of the Irish courts.
Copyright Dovea Genetics. All rights reserved. It is strictly prohibited to copy, redistribute, republish or modify any materials or software contained on the Dovea Genetics Website or in subsequent support without the prior written consent of Dovea Genetics.
In these Conditions:
“AI”means the procedure of the artificial insemination of cows;
“AI Flask”means a cryogenic container dedicated to the storage and transportation of animal semen;
“AI Services” means the AI services provided by Dovea to customers;
“AI Storage Services” means the service provided by Dovea of the storage of Dovea Semen and/or Distribution Semen for customers;
“Business Day”means a day (other than Saturday, Sunday or public holiday) when banks in Ireland are open for the transaction of normal banking business;
“Conditions” means the terms and conditions set out in this document and any other terms and conditions agreed in writing by Dovea;
“Contract” means any contract between Dovea and the Customer for the sale and purchase of Goods and/or Services;
“Customer” means the person specified in the Order Confirmation or invoice as purchaser of the Goods and/or Services from Dovea;
“DAFM”means the Department of Agriculture, Food and Marine of the Republic of Ireland;
“Distribution Semen” means bovine semen which is owned by the Customer, whether sourced by the Customer or supplied to it by a third party supplier;
“DIY AI Training Services” means the service provided by Dovea of training persons to carry out AI;
“Dovea”means Dovea Genetic Limited, a company incorporated under the laws of Ireland with registered number 284374, having its registered office at c/o South Eastern Cattle Breeding Society Limited, Dovea, Thurles, Co. Tipperary;
“Dovea Semen” means bovine semen supplied by Dovea, whether sourced from its own bulls or supplied to it by a third party supplier;
“Force Majeure” means, in relation to any person, any circumstances beyond the reasonable control of that person, including, without limitation, an act of God including but not limited to fire, flood, earthquake, windstorm or other natural disaster; an act of any sovereign including but not limited to war, invasion, act of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, nationalisation, requisition, destruction or damage to property by or under the order of any government or public or local authority or imposition of government sanction embargo or similar action; law, judgment, order, decree, embargo, blockade; labour dispute including but not limited to strike, lockout or boycott; interruption or failure of utility service including but not limited to electric power, gas, water or telephone service;
“Good Industry Practice” means the standard of skill, diligence, prudence and foresight that would reasonably and ordinarily be expected from a skilled and experienced person engaged in the business of cattle breeding under the same or similar circumstances;
“Goods” means Dovea Semen, AI equipment, liquid nitrogen and any other goods which the Customer agrees to buy from Dovea and which Dovea agrees to supply to the Customer, as specified in the Order Confirmation, or, in the case of no order Order Confirmation being issued to the Customer, the invoice.
“Invoice” means the invoice issued by Dovea to the Customer in respect of the Goods and/or Services supplied;
“Order” means the placing of an order for Goods and/or Services by the Customer with Dovea;
“Order Confirmation” means the confirmation of order issued by Dovea to the Customer on which reference is made to these Conditions;
“Price” means the price for the Goods and/or Services, which is, in the case of Goods, (save, in each case, to the extent otherwise stated in the Order Confirmation) inclusive of packaging and exclusive of carriage, insurance and, in the case of Goods and Services, exclusive of VAT;
“Regulatory Approval” means consent or approval of any applicable Regulatory Authority;
“Regulatory Authority” means DAFM and/or any other relevant governmental or regulatory body;
“Services”means any service provided by Dovea in relation to AI, including the AI Services, AI Storage Services, DIY AI Training Services, supply of liquid nitrogenand the semen distribution services described in Clause 7;
Third Party”means any third party to whom Distribution Semen is sold by the Customer;and
“VAT” means any value added tax and any goods and services, sales or other turnover tax, imposition or levy of a like nature chargeable in respect of the sale of the Goods to the Customer.
2.Application of conditions and formation of contract
2.1Subject to any variation under Clause 2.3, these Conditions shall govern the Contract. The Contract shall only be on these Conditions to the exclusion of all other terms and conditions whatsoever including any terms or conditions which the Customer may purport to apply under any purchase order, confirmation of order, specification or otherwise.
2.2No terms or conditions endorsed on, delivered with or contained in the Order, specification or other document generated by the Customer or otherwise shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3Any variation to the Conditions shall have no effect unless agreed in writing between an authorised representative of Dovea and the Customer. The Customer agrees that no person may be taken by the Customer to have any such authority unless such person has presented to the Customer a written instrument, signed by a director of Dovea, conferring upon such person such authority in connection with the Goods and/or the Services.
2.4All Orders shall be deemed to be an offer by the Customer to purchase the Goods and/or Services subject to these Conditions.
2.5Acceptance of delivery of the Goods or acceptance of the Services by the Customer shall be deemed conclusive evidence of the Customer’s acceptance of the Conditions.
2.6Dovea may (but shall not be obliged to) issue to the Customer an Order Confirmation in writing. The Order Confirmation shall contain details of the Order.
2.7No Order shall be deemed to be accepted by Dovea until an Order Confirmation is issued by Dovea or (if earlier) Dovea delivers the Goods and/or provides the Services to the Customer.
2.8No Order which has been accepted by Dovea may be cancelled by the Customer except with the agreement in writing of Dovea and on terms that the Customer shall indemnify Dovea in full against all loss (including loss of profit), costs (including the cost of labour), damages, charges and expenses incurred by Dovea as a result of cancellation.
2.9The Customer shall ensure that the terms of its Order and any applicable specification are complete and accurate and shall give Dovea any necessary information in relation to the Goods and/or the Services within sufficient time to enable Dovea to perform the Contract in accordance with its terms.
2.10Any quotation by Dovea is given on the basis that no Contract shall come into existence until Dovea issues the Order Confirmation to the Customer or (if earlier) delivers the Goods and/or provides the Services to the Customer. Any quotation is valid until for a period of 30 days only from its date, provided that Dovea has not previously withdrawn it. The acceptance of any quotation by the Customer shall be deemed to be an offer by the Customer subject to these Conditions.
2.11The Customer acknowledges that it has not relied on any statement, promise or representation made or given on behalf of Dovea that is not set out in the Contract. Nothing in this Condition shall limit or exclude Dovea’s liability for fraudulent misrepresentation.
2.12Any typographical, clerical, or other error or omission in any sales literature, quotation, price list, Order Confirmation, invoice or other document or information issued by Dovea shall be subject to correction without any liability on the part of Dovea.
3.Description of Goods or Services
3.1The quantity and description of the Goods and/or the Services shall be as set out in Dovea’s quotation or Order Confirmation.
3.2All samples, drawings, descriptive matter, specifications, advertising or any other promotional material issued by Dovea and any descriptions or illustrations contained in Dovea’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and/or the Services described in them and do not constitute any representation or warranty as to its subject matter. They shall not form part of the Contract and this is not a sale by sample.
4.price and payment
4.1The Price shall be the price quoted by Dovea or, where no price is quoted (or a quoted price is no longer valid), the price listed in Dovea’s published price list current at the date of acceptance of the Order. All prices quoted are valid for 30days only or until earlier acceptance by the Customer, after which time they may be altered by Dovea without giving notice to the Customer.
4.2Dovea reserves the right, by giving written notice to the Customer at any time before delivery, to increase the price of the Goods and/or the Services to reflect any increase in the cost to Dovea which is due to any factor beyond the control of Dovea (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of production), any change in delivery dates, quantities or specifications for the Goods and/or the Services which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Dovea adequate information or instructions.
4.3The Price is exclusive of VAT, which the Customer shall additionally be liable to pay to Dovea.
4.4Unless otherwise agreed in writing or otherwise stated on the invoice by Dovea and the Customer, the Customer shall pay the Price in euro.
4.5Dovea reserves the right to invoice the Customer and demand payment in advance of delivery of the Goods and/or the Services.
4.6The Customer shall pay direct to Dovea the Price, any VAT and any costs or charges for packaging, loading, unloading, insurance, delivery and redelivery specified in the Invoice within 90 days of the date of the Invoice unless otherwise stated on the Order Confirmation.
4.7Time for payment shall be of the essence of the Contract.
4.8No payment shall be deemed to have been received until Dovea has received payment in full in cleared funds.
4.9All payments payable to Dovea under the Contract shall become due immediately on its termination notwithstanding any other provision.
4.10If the Customer fails to pay any sum due under the Contract, then, without limiting any other right or remedy it may have, Dovea may:
(a)cancel the Contract or suspend any further deliveries of Goods and/or Services to the Customer;
(b)appropriate any payment made by the Customer to such of the Goods and/or Services as Dovea may think fit (notwithstanding any purported appropriation by the Customer); and/or
(c)charge the Customer interest (both before and after any judgment) on the amount unpaid at the rate of 12% per annum chargeable per calendar month or part thereof from the date on which the amount became due for payment until the date on which it is paid.
4.11The Customer shall pay Dovea any expenses incurred in relation to the recovery of outstanding and due Invoices, including any legal costs reasonably incurred.
4.12The Customer shall make all payments due in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless it is agreed in writing or unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by Dovea to the Customer.
4.13Where Dovea has any of the Customer’s property in its possession (including, without limitation, Distribution Semen held by Dovea in the course of providing the AI Storage Services) then for as long as any payment due from the Customer to Dovea is due and unpaid, Dovea shall have a lien on all such property and shall be entitled to retain such property until such amounts have been paid in full in cleared funds.
5.Delivery and passing of risk
5.1Any dates specified in the Order Confirmation or otherwise agreed in writing for the delivery of Goods and/or Services are estimates only and shall not be made of the essence of the Contract by notice. Dovea shall not be liable for any delay in delivery however caused nor shall any delay entitle the Customer to terminate or rescind the Contract unless the delay exceeds 90 days. If no dates are specified, delivery shall be made within a reasonable time.
5.2Any Goods (other than Dovea Semen) and Services supplied by Dovea shall be deemed to be delivered and risk in the Goods shall pass to the Customer:
(a)when the Goods are delivered to, or the Services are provided at, the address set out in the Order Confirmation; or
(b)where the Goods are to be collected by or for the Customer, at the time of collection of the Goods from Dovea unless otherwise agreed in writing by Dovea and the Customer.
5.3Any Goods comprising Dovea Semen shall be deemed delivered by Dovea and risk in those Goods shall pass to the Customer when:
(a)where the Goods are to held by Dovea for the Customer as part of the AI Storage Services, on the next Business Day following their arrival at the business address of Dovea or such other location as Dovea may specify from time to time;
(b)where the Goods are to be held by the Customer, upon delivery of the Dovea Semen into the Customer’s AI Flask; and
(c)where the Goods are supplied by Dovea in the course of providing AI Services, at the time the AI Services are provided.
5.4If the Customer fails to accept delivery of the Goods and/or the Services on the date that Dovea tendered delivery other than by reason of Dovea’s fault, then, without limiting any other right or remedy available to Dovea, the Goods and/or the Services shall be deemed to be delivered and risk in the Goods shall pass to the Customer at 5.00 p.m. on the date that Dovea tendered the delivery. Dovea may store the Goods until actual delivery and charge the Customer for the reasonable costs of storage, or sell the Goods at the best price readily obtainable and after deducting all reasonable storage and selling expenses, account to the Customer for the excess of the Price or charge the Customer for any shortfall below the Price.
6.title to the goods
6.1Notwithstanding delivery and passing of risk in the Goods, title to the Goods shall not pass from Dovea to the Customer until Dovea has received in full in cleared funds all sums due to it in respect of:
(a)the Goods; or
(b)all other sums which are or which become due to Dovea from the Customer on any account.
6.2Until title to the Goods has passed to the Customer in accordance with Clause 6.1, the Customer shall:
(a)hold the Goods on a fiduciary basis as bailee for Dovea;
(b)store the Goods (at no cost to Dovea) separately from all other goods in its possession and marked in such a way that they are clearly identified and remain identifiable as Dovea’s property;
(c)not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
(d)maintain the Goods in satisfactory condition and keep them insured on Dovea’s behalf for their full price against all risk to the reasonable satisfaction of Dovea; on request the Customer shall produce the policy of insurance to Dovea.
6.3The Customer may resell the Goods before ownership has passed to it solely on the following conditions:
(a)any sale shall be effected in the ordinary course of the Customer’s business at full market value; and
(b)any such sale shall be a sale of Dovea’s property on the Customer’s own behalf and the Customer shall deal as principal when making such a sale.
6.4Dovea shall be entitled to recover payment for the Goods notwithstanding that title of any of the Goods has not passed from Dovea.
6.5The Customer grants Dovea, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer’s right to possession has terminated, to recover them.
(a)the Customer is, or is deemed for the purposes of any relevant law to be unable to pay its debts as they fall due or to be insolvent, or admits inability to pay its debts as they fall due or suspends making payments on all or any class of its debts or announces an intention to do so, or a moratorium is declared in respect of any of its indebtedness;
(b)the Customer (being an individual or firm) has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of bankrupt debtors, or, (being a body corporate), convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager or examiner appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of a receiver or examiner of the Customer or notice of intention to appoint a receiver or examiner is given by the Customer or its directors or by a qualifying floating charge holder, or a resolution is passed or a petition presented to any court for the winding-up of the Customer in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer or any analogous steps or proceedings are taken in respect of the Customer in any jurisdiction;
(c)the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under these Conditions or under any contract between Dovea and the Customer, or is unable to pay its debts within the meaning of section 214 of the Company Act 1963 (or its successor legislation) or the Customer ceases to trade; or
(d)the Customer encumbers or in any way charges any of the Goods.
6.7On termination of the Contract in relation to the Goods or the Services, howsoever caused, Dovea’s right contained in this Clause 6 shall remain in full force.
7.1As part of the Services, Dovea may deliver Goods and/or Distribution Semen to the Customer. Except as expressly stated otherwise, deliveries of semen to the Customer shall be subject to Clause 5 (delivery).
7.2Dovea shall be entitled, in its absolute discretion, to refuse to accept a delivery of Distribution Semen for delivery to the Customer or to refuse to deliver Dovea Semen or other Goods or Distribution Semen to the Customer.
7.3Where the Customer carries out the AI itself, the Dovea Semen and/or Distribution Semen shall be available to the Customer no earlier than the next scheduled delivery to Dovea’s premises, provided that the Goods have been delivered to Dovea, unless otherwise agreed in writing by Dovea and the Customer.
7.4Where Dovea shall provide AI Services in relation to Distribution Semen, such services shall be provided to the Customer no earlier than ten (10) Business Days after the Distribution Semen has been delivered to Dovea unless otherwise agreed in writing by Dovea and the Customer.
7.5If, after Distribution Semen has been transferred to an AI Flask of one of Dovea’s AI technicians ready for delivery to the Customer, the contract (if any) between the Customer and the end user for the supply of the Distribution Semen to the end user comes to an end the Customer may, within a period of 90 days from the date of such contract coming to an end, find an alternative purchaser for that consignment of Distribution Semen (provided that such purchaser shall be a person to whom such Distribution Semen may be lawfully supplied without the need for Regulatory Approval). Dovea shall be entitled to destroy any such Distribution Semen without any liability after the expiry of such 90-day period where the Customer has not found an alternative purchaser pursuant to this Clause 7.5. The provisions of Clause 9 (termination) shall apply at all times notwithstanding any such cancellation or termination.
7.6Dovea shall inform the Customer about any defective straws of Distribution Semen of which Dovea becomes aware in the course of providing the AI Services. The Customer shall replace such defective straws free of charge.
7.7If Dovea delivers Dovea Semen and/or Distribution Semen to a third party AI technician or to the Customer for use by a third party AI technician, the Customer shall indemnify on demand and keep indemnified Dovea against any damages, loss, liabilities, compensation, expenditures, claims, costs or expenses that Dovea incurs to any such third party AI technician.
8.1The Customer shall comply with all applicable laws and regulations in relation to the Goods and Services and shall indemnify on demand and keep indemnified Dovea any damages, loss, liabilities, compensation, expenditures, claims, costs or expenses incurred by Dovea arising out of any failure by the Customer to do so.
8.2The Customer shall:
(b)ensure that any AI Flask into which Dovea is required to deliver Dovea Semen and/or Distribution Semen is safe, in good condition, free from defects and is and will continue to be fit for the purpose of the proper cryogenic storage of the Dovea Semen and/or Distribution Semen; and
(c)indemnify and keep Dovea indemnified from and against any loss or damage incurred by Dovea to the extent such loss or damage arises out of failure by the Customer to comply with clause 8.2(a) or 8.2(b).
8.3The Customer shall:
(a)provide Dovea, its employees, agents, consultants and sub-contractors, with such access to the Customer’s premises and other facilities as is reasonably required by Dovea to supply the Goods and/or provide the Services;
(b)ensure that any places to which the Goods are to be delivered by or for Dovea comply with all applicable laws, regulations and codes of practice which may be in force from time to time and, without limitation, provide Dovea’s employees, agents and sub-contractors with unobstructed and safe access to and exit from any places of delivery of the Goods;
(c)ensure that facilities that are safe and adequate and fit for the purpose of the provision of the Services are provided to Dovea free of charge and that those facilities comply with all applicable laws, regulations and codes of practice in force from time to time;
(d)ensure that any co-operation or assistance that is requested by Dovea or any of its employees or contractors in connection with providing the Services and/or supplying the Goods (including, in the case of the provision of the AI Services, assistance with handling the cows in respect of which AI Services are to be provided) is provided, and ensure, if information is provided, that such information is true and accurate in all material respects;
(e)obtain and maintain all necessary licences, permissions and consents in respect of the purchase and use of the Goods and the purchase of the Services;
(f)comply with all applicable health and safety legislation relating to the Services and use of the Goods; and
(g)indemnify and keep Dovea indemnified from and against any losses, liabilities, costs and expenses that Dovea may incur as a result of any failure by the Customer to comply with its obligations under this Clause 8.3.
(a)notify Dovea immediately in writing of the sale and provide Dovea with full details of the Third Party;
(b)ensure that the Third Party is notified of these Conditions and that any such sale is made by the Customer subject to the Conditions;
(c)pay Dovea’s fees for transfer of ownership and/or distribution of the Distribution Semen to the Third Party, unless otherwise agreed in writing by Dovea;
(d)insure the Distribution Semen during its transportation to the Third Party; and
(e)indemnify on demand and keep indemnified Dovea against any losses, costs, expenses (including any legal expenses), liabilities or damages that Dovea may suffer as a result of the Customer’s failure to comply with its obligations pursuant to this Clause 8.4.
9.1Either party shall be entitled forthwith to terminate any Contract by written notice to the other if:
(a)that other party commits any continuing or material breach of any of these Conditions or any contract between the parties and in the case of such a breach of any of these Conditions of any contract between the parties and in the case of such a breach which is capable of remedy fails to remedy the same within 30 days after receipt of a written notice giving full particulars to the breach and requiring it to be remedied; or
(b)upon the occurrence of any of the events described in Clause 6.6(a)-(d).
10.2Dovea warrants to the Customer that it shall use reasonable care to supply Goods that are of satisfactory quality and, except in relation to Dovea Semen, free from material defects.
(i)will result in a viable pregnancy;
(ii)will produce a calf that exhibits all or any of the characteristics described in any proof; or
(iii)is free from defects, including genetic defects;
(b)in the case of sexed Dovea Semen, Dovea does not warrant or represent that the sorting levels referred to in its marketing literature will result in a corresponding sex ratio in calves produced from Dovea Semen.
10.5These Conditions are in lieu of all other conditions, warranties and other terms concerning the supply or purported supply of, or failure to supply or delay in supplying, of any goods and/or services (except for those arising under Section 12 of the Sale of Goods Act, 1893, if any) which might but for this clause have effect between Dovea and Customer or would otherwise be implied or incorporated into any contract or any collateral contract, whether by statute, common law or otherwise (including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or as to the use of reasonable skill and care), all of which are hereby excluded to the fullest extent permissible by law.
(a)under the tort of deceit;
(b)for death or injury to any person caused by its negligence;
(c)any breach of an obligation implied by Section 12 of the Sale of Goods Act, 1893 (if any); or
(d)any other liability to the extent that, under applicable law, it cannot be excluded or limited;
and all of the provisions of this Clause 11 are subject to the provisions of this Clause 11.1.
11.2Dovea shall not be liable to the Customer or be deemed to be in breach of the warranty in Clause 10.2 unless:
(a)the Customer gives written notice of the defect in the Goods to Dovea within 5 Business Days of the time when the Customer discovers or ought to have discovered the defect; and
(b)Dovea is given a reasonable opportunity after receiving the notice of examining the Goods and the Customer (if requested by Dovea) returns the Goods to Dovea’s place of business at Dovea’s cost for the examination to take place there.
(a)the Customer or any third party makes any further use of the Goods in question after the Customer gives such notice;
(b)the defect arises as a result of failure by the Customer or a third party to follow Dovea’s oral or written instructions relating to the storage, transportation, use or maintenance of the Goods or (if Dovea gives no such instructions) Good Industry Practice;
(c)the Customer alters or repairs the Goods without the prior written consent of Dovea;
(d)the defect arises as a result of any fair wear and tear, or any abnormal or unsuitable transportation, storage or working conditions or use for which the Customer or the End User is responsible;
(e)the defect arises as a result of any wilful damage, negligence, or default of the Customer, End User, any third party AI technician or any other third party; or
(f)where the Goods comprise Dovea Semen, the defect comprises, or is caused by, an inherent defect or abnormality in the Goods.
11.4Dovea shall not be liable for:
(a)any shortages in quantity of Goods delivered unless the Customer notifies Dovea of a claim in writing within 5 Business Days of receipt of the Goods by the Customer;
(b)destruction of, damage to or loss of the Goods and/or Distribution Semen (or any part of them) in transit by or on behalf of Dovea, unless such destruction, damage or loss is caused by Dovea’s negligence or fault and the Customer notifies Dovea in writing of a claim within 5 Business Days of receipt of the Goods and/or Distribution Semen or the scheduled date of delivery, whichever is the earlier;
(c)any loss, destruction or damage to Goods and/or Distribution Semen (or any part of them) which they are in Dovea’s custody during storage or use which is caused by any person other than Dovea; or
(d)loss or damage to Distribution Semen caused by semen straws rupturing or escaping from the storage container and/or the failure of a vacuum device during storage or transportation; or
(e)any defects in Dovea Semen or Distribution Semen, save where the defect results directly from an act or omission of Dovea in storing or transporting the semen in question.
11.5Any liability of Dovea for non-delivery of the Goods and/or Services shall be limited to replacing the Goods and/or Services (in the cheapest available market) within a reasonable time or issuing a credit note at the pro rate Price against any Invoice raised for the Goods and/or the Services.
11.6Dovea shall be entitled to suspend delivery of the Goods or supply of the Services without incurring liability to the Customer if, and for so long as, the Customer fails to provide (or fails to ensure that the End User provides) Dovea with facilities, co-operation and assistance in compliance with Clause 8.
11.7If any Goods do not conform with the warranty in Clause 10.2, Dovea shall at its option repair or replace the relevant Goods (or the defective part) or refund the price of those Goods at the pro rate Price provided that, if Dovea so requests, the Customer shall, at Dovea’s reasonable expense, return the Goods or the part of the Goods which is defective to Dovea. If Dovea complies with this Clause 11.7, it shall have no further liability for breach of the warranty in Clause 10.2 in respect of these Goods, save as expressly provided otherwise in these Conditions.
11.8If any part of the Services is performed negligently or in breach of these Conditions then, at the request of the Customer, Dovea shall re-perform the relevant part of the Services. If Dovea complies with this Clause 11.8 it shall have no further liability in respect of those Services save as expressly provided otherwise in these Conditions.
11.9Dovea’s liability in respect of any losses arising due to a breach of Clause 10.2 or Clause 10.3 which (without prejudice to Clauses 10.4(a) and 10.4(b)) results in the birth of a calf with a breed or parentage other than specified by the Customer, shall be limited to the lower of:
(b)the difference in value between the calf as born and the value, on the date of birth of such calf, of a calf of the same sex of the calf as born having the correct breed and parentage.
11.10Dovea’s liability in respect of any losses arising from the death or injury to a cow resulting from Dovea’s negligence shall be limited to:
(a)any veterinary expenses reasonably incurred in relation to that cow up to a maximum of €1,000; and
(b)the lower of:
(ii)the difference in the value of the cow immediately before death or injury and its value immediately thereafter.
11.11Additionally, specifically in relation to the provisions by Dovea of AI Services, Dovea shall have no liability whatsoever:
(a)for death or injury of a cow for which AI Services are being provided that occur as a result of that cow being in a crush or untethered in a holding pen while the AI Services are being provided; and
(b)if, at the request of the Customer and/or the End User, one of Dovea’s employees, agents or sub-contractors assists in tethering a cow, for any accidents or injuries to animals or people while providing such assistance. Neither Dovea nor its employees, agents or sub-contractors shall be obliged to provide such assistance to the Customer or End User.
11.12Subject to Clause 11.1, Dovea shall not be liable in contract, tort or otherwise howsoever for any of the following losses or damage (whether or not such loss or damage was foreseen, foreseeable, known or otherwise):
(a)loss of revenue;
(b)loss of actual or anticipated profits;
(c)loss of contracts;
(d)loss of the use of money;
(e)loss of anticipated savings;
(f)loss of business;
(g)loss of opportunity;
(h)loss of goodwill;
(i)loss of reputation;
(j)loss of, damage to or corruption of data; or
(k)any indirect or consequential loss howsoever caused (including, for the avoidance of doubt, whether such loss or damage is of a type specified in sub-clauses (a) to (j) above)
whether arising out of, or in connection with, or in relation to any Goods or Services supplied under the Contract or the supply or non-supply or purported supply or delay in supply of any goods or services under the Contract or otherwise out of or in connection with or in relation to the Contract or any transaction or matter contemplated by it.
11.13Subject to Clause 11.1, Dovea does not accept, and excludes, all liability for breach of any obligation or duty to take reasonable care or exercise reasonable skill other than any such obligation or duty arising under these Conditions.
11.14Subject to Clause 11.1, Dovea shall have no liability in contract, tort (including, without limitation, negligence) or otherwise for any loss or cost suffered or incurred by the Customer arising out of or in connection with any act or omission on the part of a person to whom any of Dovea’s duties or obligations under these Conditions has been delegated or sub-contracted provided that Dovea exercised reasonable skill and care in the act of making the delegation or sub-contract in question.
11.15Nothing in these Conditions shall or shall be deemed to relieve the Customer of any common law duty to mitigate any loss or damage incurred by it.
12.1In the event of any dispute between Dovea and the Customer under a Contract and/or its construction or the construction and/or application of these Conditions, the matter shall be referred in writing in the first instance to the nominated representative of each of Dovea and the Customer whose name is notified in writing by the nominating party to the other party with a view to the dispute being resolved in good faith.
12.2If the dispute cannot be resolved with 25 Business Days of the referral, or such other longer period as may be agreed upon between the parties in writing, the parties shall refer the dispute to a single mediator to be appointed in accordance with the mediation procedures of the Centre for Effective Dispute Resolution (the “CEDR”). The Mediation shall be conducted in Dublin in accordance with the CEDR Model Mediation Procedure. The cost of such mediation shall be borne equally by parties.
12.3If the dispute cannot be resolved within 25 Business Days of the dispute being referred to a Mediator, or such longer period as may be agreed between the parties in writing, either party may refer the matter to Court and the provisions of Clause 13 shall apply.
12.4No party shall be obliged to follow the procedures set out in Clauses 12.1, 12.2 and 12.3 above where that party intends to apply for injunctive relief against any of the others for the purpose of protectingits proprietary rights or confidential information, provided that there is no delay in the prosecution of that application.
13.1All Contracts and any non-contractual obligations arising out of or in connection with it between Dovea and the Customer in respect of, or in relation to, or in connection with, the Goods and/or Services shall be governed by and construed in accordance with the Irish law.
13.2The Irish courts shall have exclusive jurisdiction to hear, determine any suit, action or proceedings, and to settle any dispute arising out of or in connection with this Agreement or any related non-contractual obligations and the parties irrevocably submit to the exclusive jurisdiction of the Irish courts for that purpose.
14.1If any of the Conditions is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable in any jurisdiction, it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and that shall not affect the legality, validity or enforceability in any other jurisdiction of the remainder of that Condition or any other Condition.
14.2These Conditions and all of their provisions shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors and permitted assigns.
14.3The termination of the Contract between Dovea and the Customer however caused shall not affect any provision of these Conditions which is expressly or by implication to come into effect on or to continue in effect after such termination, each of which shall survive any such termination.
14.4Termination of the Contract between Dovea and the Customer shall not affect any rights of the parties accrued up to the date of termination.
14.5The express terms of the Contract constitute the sole and entire agreement between the parties in relation to its subject matter and supersedes all prior written and oral arrangements, understandings, representations, warranties and agreements between them in that regard (if any).
14.6Neither party shall be liable to the other for any failure or delay in the performance of any of its obligations under the Contract (other than an obligation to pay sums due) which is caused by any event of Force Majeure. If performance of a material obligation under the Contract is prevented by any such event or circumstance for a continuous period of 90 days or more, then the party in whose for whose benefit the affected obligation would have been performed shall be entitled, by the giving of notice in writing to the other party, immediately to terminate the Contract.
14.7Nothing in the Contract shall create, or be deemed to create, a partnership, joint venture, or the relationship of principal and agent, between Dovea and the Customer and neither of the parties shall have any right or authority to act on behalf of the other or to bind the other in any way.
14.8The Contract is made only in the English language. If there is any conflict in meaning between the English language version of the Contract and any version or translation of the Contract in any other language, the English language version shall prevail. Each document and communication referred to in the Contract or to be delivered under it shall be in the English language or, if not, accompanied by an English translation of it, certified as accurate by an officer of the party issuing that document or communication; and in the case of conflict between English language version and any other version, English language version shall prevail.
14.9Each of the rights of each party under the Contract may be exercised as often as is necessary, is cumulative and not exclusive of any other rights which that party may have under this Agreement, law or otherwise; and may be waived only in writing and specifically. Delay by a party in exercising, or the non-exercise by a party of, any such right shall not constitute a waiver of that right.
14.10Dovea may assign the Contract or any part of it to any person, from or company. The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of Dovea.
15.1Notices and other communications under or in connection with the Contract shall be given in writing and may be given by hand, by ordinary pre-paid post, by facsimile:
(a)in the case of communications to Dovea, to the registered office of Dovea or such other address as shall be notified to the Customer by Dovea from time to time; and
(b)in the case of communications to the Customer, to the registered office of the Customer (if it is a body corporate) or (in any other case) to any address of the Customer set out in any document which forms part of the Contract or such other address as shall be notified by the Customer to Dovea from time to time.
Any such notice, if so given, shall be deemed to have been served:
(a)if sent by hand, when delivered;
(b)if sent by pre-paid post, two Business Days after posting; and
if sent by facsimile, upon production by the sender’s facsimile transmission system of a receipt confirming transmission of the communication to the correct facsimile number.
15.2Any changes Dovea may make to these Conditions in the future will be posted on Dovea’s website (www.dovea.ie) and, where appropriate, notified to the Customer in writing.
In this Statement:
“Data Protections Acts”means the Data Protection Acts 1988 and 2003;
“Electronic Means”means communication between Dovea and the Customer by email, SMS or telefax;
“Goods” means the bovine semen products, bovine embryos and any other products which the Customer orders from Dovea;
“Order” means the placing of an order for Goods and/or Services by the Customer with Dovea;
“Relevant Personal Data”means the name, address, telephone number of the Customer and any other personal information that the Customer provides to Dovea; and
“Services”means any service provided by Dovea.
1.Data Controller: Dovea and the Customer acknowledge that, in relation to Relevant Personal Data, and for the purposes of the Data Protection Acts, Dovea is the data controller and data process. For the purpose of this Statement, if the Customer is a body corporate, Customer means the Customer’s partners, officers, employees, consultants and agents.
2.Data Controller’s rights: The parties agree that Dovea is entitled to collect the Relevant Personal Data and is entitled to use the Relevant Personal Data:
(a)to provide the Customer with information, products or services that the Customer requests from Dovea or which might be of interest to the Customer, where the Customer has consented to be contacted for such purposes;
(b)to fulfil its contractual obligations arising out of any contracts entered into between Dovea and the Customer;
(c)to notify the Customer about changes in relation to Orders; or
3.Dovea shall only be entitled to contact the Customer by Electronic Means where the Customer has consented to receive information pursuant paragraph by such means.
4.Dovea shall be entitled to disclose the Customer’s Relevant Personal Data to third parties:
(a)if Dovea sells or buys any business or assets, in which case Dovea shall be entitled to disclose the Customer’s Relevant Personal Data to the prospective seller or buyer of such business or assets;
(b)if Dovea or substantially all of its assets are purchased by a third party, in which case Relevant Personal Data held by Dovea about its Customers will be one of the transferred assets; or
(c)if Dovea has to disclose Relevant Personal Data to comply with any legal obligation.
5.Dovea shall only process Relevant Personal Data in accordance with the instructions of the Customer from time to time and in compliance with the Data Protection Acts. The Customer is entitled to oblige Dovea not to process its Relevant Personal Data for marketing purposes or to disclose the Customer’s Relevant Personal Data to any third party for such purposes.
6.Dovea shall comply with its obligations under the Data Protection Acts in relation to the storage, use and disclosure of Relevant Personal Data.