These Terms and Conditions apply to the provision of semen by Irish Warmblood National Stud (IWNS) as defined below. During the 2017 breeding season semen is available from 27 March – 31 August.
1. General
1.1 In these terms and conditions the following words and expressions shall have the following meanings except where the context otherwise requires:
Agreement means the agreement between the Customer and IWNS for the supply of Goods and Services in accordance with these Conditions.
Bank Fee means the two-and-one-half percent (2.5%) fee payable on all credit card and debit card payments.
Booking Form means the Stallion Service booking form completed by the Customer.
Conditions means these standard terms and conditions as may be amended or modified from time to time.
Customer means the purchaser of the Services from IWNS, with the customer being either a Shareholder Customer or a Non-Shareholder Customer.
Force Majeure shall have the meaning given to it in Clause 25.
Gestation Fee means the second payment of the Stud Fee due before 1 October 2017 if the Nominated Mare is in foal.
IWNS means Irish Warmblood National Stud DAC.
Live Foal Fee means the third payment of the Stud Fee, paid by Shareholder Customers only, due within ten (10) days of the birth of a live foal.
Marketing Material means any catalogues, pamphlets, price lists and advertising literature provided by IWNS and including materials published on IWNS’ website and Facebook page.
Nominated Mare means the mare whose identification details have been provided by the Customer to IWNS and is to receive semen from the Stallion under this Agreement.
Non-Shareholder Customer means a customer who is not a shareholder in Irish Warmblood National Stud DAC.
Parties means the Customer and IWNS and party shall mean any one of them.
Reservation Fee means a first payment of €350 of the total Stud Fee to be paid upon booking a Service to a Stallion for a Nominated Mare.
Semen means the equine semen collected on the Customer’s behalf by IWNS.
Services means sale and distribution of fresh, chilled and frozen equine semen.
Shareholder Customer means a customer who is a shareholder of Irish Warmblood National Stud DAC.
Stallion means the stallion named in the Booking Form.
Stud Fee means the aggregate amount of the Reservation Fee and Gestation Fee and Live Foal Fee.
1.2 A reference to “writing” or “written” shall include email, SMS, and other electronic messages.
2. Orders, Acknowledgements, Conditions, and Variations
2.1 No Booking Form or request for provision of Services by IWNS shall be binding on IWNS unless and until it has been accepted in writing by IWNS or the Services are provided by IWNS pursuant to the Booking Form. All bookings are subject to availability and IWNS reserves the right to refuse any booking in whole or in part.
2.2 These Conditions are incorporated in the Agreement and contain the entire agreement between the parties in relation to the Services which are the subject of the Agreement. In the case of any inconsistency between any letter or quotation incorporating or referring to these Conditions and any order, letter or form of contract sent by Customer, whatever may be their respective dates, the provisions of these Conditions shall prevail. In the event of IWNS entering into the Agreement without IWNS having received a Booking Form, written quotation, or other letter or document incorporating or referring to these Conditions but in circumstances where the Customer has had prior notice of these Conditions then that agreement shall be subject to these Conditions.
2.3 These Conditions shall not be amended, modified, varied, supplemented or released except in writing (excluding electronic methods of writing) signed by each of the parties.
2.4 No representations or warranties made by or on behalf of IWNS prior to the Agreement (whether verbally or in writing) shall form part of the Agreement. The Customer acknowledges that he/she has not relied on any statement, promise or representation made or given by or on behalf of IWNS which is not set out in the Agreement.
2.5 These Conditions apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. Price
3.1 The price payable for the Services shall be the current rate applicable at the date of provision of the Services as published on www.irishwarmbloodnationalstud.ie. Prices are not subject to negotiation, discount, or variation except as specified in this Agreement for Shareholder Customers.
3.2 All prices are exclusive of any bank card fees, shipping fees, and applicable Value Added Tax, which will be charged at the rate applicable on the date of invoice.
4. Time of Performance
4.1 While IWNS
will make every reasonable effort to provide the Services by any date or dates
specified in the Agreement such date or dates shall be estimates only and time
for performance of the Services by IWNS shall not be of the essence. Any
failure by IWNS to so provide by the due date or dates shall not constitute a
breach of contract and IWNS reserves the right to wholly or partly suspend
provision of the Services.
4.2
IWNS
reserves the right, ability and power to, and may at it discretion from time to
time decide to, restrict access to any Stallions, including halting or
restricting semen collection, if it is deemed by IWNS to be in the best
interests and welfare of the stallion.
5. Stallions
5.1 All Stallions used in the provision of the Services are owned, managed or leased by IWNS.
5.2 IWNS reserves the right, at any time, and on the giving of prior written notice to the Customer, to nominate another Stallion in the provision of the Services if the Nominated Stallion becomes unavailable through injury, illness, infertility, or death.
6. Nominated Mares
6.1 Semen for a maximum of three cycles is supplied to the Nominated Mare as part of the Services. Semen for additional cycles for the Nominated Mare may be purchased at the price of €100 per cycle, subject to availability of the Stallion, to cover the costs of semen collection and processing charged by the breeding station to IWNS.
6.2 The Customer shall inform IWNS in writing before 12 pm on 1 October 2017 of the pregnancy status of the Nominated Mare. IWNS shall only accept written non-gestation statements from registered veterinarians.
6.3 In the event that the Customer fails to inform IWNS that a Nominated Mare is not in foal by the time and date set in Clause 6.2 the Gestation Fee shall automatically be debited from the Customer’s bank card or deposited cheque. The Customer shall not be entitled to any refund.
6.4 If for any reason a Nominated Mare becomes unsuitable for breeding, injured or dies after the Reservation Fee has been paid the amount of the Reservation Fee less €100 for each dose of semen supplied by IWNS to the Nominated Mare shall be credited to the Customer’s account for the following breeding season.
6.5 Notwithstanding the provisions of clause 6.4, where the credited Reservation Fee remains on the Customer’s account at the end of the breeding season referred to in clause 6.4, IWNS reserves the right to retain such Reservation Fee.
7. Alternate Stallions
7.1 In the event that a Nominated Mare is not in foal following three cycles, the Customer may choose another Stallion (the “Alternate Stallion”) if IWNS has another stallion to offer the Customer.
7.2 Where the Alternate Stallion has the same or similar stud fee, no new Reservation Fee shall be payable by the Customer. Where the Alternative Stallion has a higher stud fee, the difference between the original Stud Fee and the new stud fee shall be payable by the Customer. Where the Alternate Stallion stud fee is lower than the original Stallion Stud Fee no refund shall be payable by IWNS to the Customer.
7.3 If the Nominated Mare received three or more doses of semen from the Stallion semen from the Alternate Stallion may be purchased at the price of €100 per dose, subject to availability of the stallion, to cover the costs for semen collection and processing.
7.4 Clauses 11.1.2 and 11.1.3 continue to apply in the case where semen from an Alternate Stallion is supplied.
8. Semen
8.1 Semen provided as part of the Services is provided by IWNS in fresh, chilled or frozen form. In the event that no fresh or chilled semen is available frozen semen may be provided by IWNS following prior consultation with the Client, subject to availability.
8.2 In respect of frozen Semen the following per dose conditions apply:
8.2.1 Frozen Semen shall be available on a per-dose or per-straw basis. Only one dose of frozen Semen per Nominated Mare cycle may be ordered. Advance payment in full by the Customer is required.
8.2.2 At the time of reservation the Customer shall provide IWNS with bank card details or a cheque dated 1 October of the same year for payment of the Gestation Fee. Where IWNS has not received either of these details and the Customer has used Semen provided by IWNS, the full Stud Fee shall become immediately payable, and no live foal guarantee shall be given by IWNS.
8.3 Semen in fresh, chilled, or frozen form may be obtained only upon payment of the Reservation Fee and, upon request by IWNS, a completed non-gestation statement pertaining to the last dose of supplied Semen has been returned.
9. Terms of Payment
9.1 Notwithstanding any other provision of these Conditions IWNS reserves the right to invoice and require payment for Services in advance and to enter and store the Customer’s debit/credit card details with the Company’s card processing company.
9.2 Unless otherwise agreed the price for the Services shall be due and payable in full in cleared funds to IWNS prior to the removal of the Semen from any premises at which the Stallion is housed. IWNS reserves the right not to release the Semen to the Customer until all monies due to IWNS from the Customer have been paid in full.
9.3 Should the period of the Agreement exceed one calendar month, IWNS reserves the right to request interim payments which must be made on receipt of an invoice and in any event before the end of the month referred to in the invoice.
9.4 If the Customer does not pay the whole or any part of the price on the due date then the Customer shall pay interest on the amount outstanding from the due date until the actual date of payment (whether before or after judgement) at the rate of 5% per annum over the call money rate of the Bank of Ireland from time to time in force which shall accrue on a daily basis and which shall apply whether or not IWNS exercises the right of sale under the Agreement.
9.5 So long as any payment due from the Customer to IWNS is outstanding, whether under the same or any other Agreement or transaction between the Customer and IWNS, IWNS shall have a lien over any of the Customer’s property in its possession and when this lien becomes exercisable by IWNS, the following Conditions shall apply:
9.5.1 The Customer shall pay IWNS fees and charges at the same rates as under the Agreement and if the Agreement has been terminated, the relevant rate at which such fees and charges will be payable by the Customer will be the rate which was payable immediately prior to termination.
9.5.2 The Customer shall not be entitled to withhold payment of any amount due to IWNS by reason of any disputed claim by the Customer in connection with the Agreement nor shall the Customer be entitled to set off against any amount payable to IWNS any amount which is not then due and payable by IWNS or for which IWNS disputes liability.
9.6 Invoices from IWNS must be paid immediately upon receipt of the invoice. Payments may be made via cash payment, bank transfer, cheque, postal or bank money order, credit card, or debit card.
9.7 In the event of a failure by the Customer to pay within the stated period of payment, the invoice amount will be increased by costs of summons and penalty interest, as well as with possible judicial and extrajudicial costs of collection.
9.8 Any payments that are refused, whether by
cheque, draft, or debit/credit card, will attract an administration charge of
€100 (one hundred euro) plus VAT.
9.9 To avail of the reduced Stud Fee provided to Shareholder Customers all owners of the Nominated Mare must be shareholders in IWNS.
9.10 If the Customer
fails to pay the Reservation Fee, Gestation Fee, or Live Foal Fee (if
applicable) as specified in this Agreement the Company may require the entire
Service Fee to be paid in advance as a condition for purchasing semen for additional
mares in 2017 and in future years. If the Gestation Fee or Live Foal Fee is not
required to be paid because the mare was not pregnant on 1 October, or the mare
failed to produce a live foal the following year, the excess payment will be refunded
by the Company to the Customer.
10. Reservation Fee
10.1 The Reservation Fee shall be payable prior to the first insemination. On payment of the Reservation Fee the Customer shall be committed to using the nominated Stallion unless IWNS exercises its rights under Clause 5.3.
10.2 In the event that the Customer uses a stallion that is not owned, managed or leased by IWNS in the same season on the same Nominated Mare, the Reservation Fee will be deemed forfeited and no refund shall be issued.
11. Stud Fees
11.1 The Stud Fee shall be paid as follows:
11.1.1 the Reservation Fee must be paid prior to first insemination; and
11.1.2 the Gestation Fee must be paid before 1 October of the same year if the Nominated Mare is pregnant; and
11.1.3 the Live Foal Fee, if applicable, must be paid by the Shareholder Customer within ten (10) days of the birth of a live foal.
11.2 In the event that the Customer uses any Semen from Stallions owned, managed or leased by IWNS without the prior written consent of IWNS and payment of the Reservation Fee, the full Stud Fee shall become immediately payable irrespective of the pregnancy status of the Nominated Mare.
11.3 The Bank Fee of 2.5% will be charged on all payments made by credit card or debit care. The fee will be charged at the time of each payment or at a later time, as determined by IWNS.
11.4 No refunds of Stud Fees, Reservation Fees, Gestation Fees, or Live Foal Fees are granted.
12. Pregnancy Guarantee and Live Foal Guarantee
12.1 For Non-Shareholders, the Pregnancy Guarantee means that IWNS commits to send or supply Semen in fresh, chilled or frozen form to the Customer until the Nominated Mare is pregnant. Once confirmed pregnant on 1st October in the same year as insemination, and the full Stud Fee has been paid, no further Semen shall be supplied by IWNS to the Nominated Mare.
12.2 For Shareholders, the Pregnancy Guarantee means that IWNS commits to send or supply Semen in fresh, chilled or frozen form to the Customer until the Nominated Mare is pregnant. The Live Foal Guarantee means that where the Reserve Fee and the Gestation Fee have been paid by the Customer and the Nominated Mare is found after 1st October to not be in foal IWNS shall credit to the Customer’s account with IWNS for the following breeding season the value of the Reservation Fee and Gestation Fee less €100 for each dose of semen supplied to the Nominated Mare. The credit must be used on the Nominated Mare during the following breeding season by applying the credit first to the Reservation Fee and the remaining credit, if any, to the Gestation Fee.
12.3 Where the Nominated Mare is found to be in foal following the circumstances detailed in Clause 11.2, no Live Foal Guarantee shall be given by IWNS.
13. Certificate of Service
13.1 Where a Nominated Mare has been inseminated, is in foal, and the full Stud Fee has been received, under a contract with IWNS the Warmblood Studbook of Ireland (WSI) records the name of the Stallion or Alternate Stallion and Nominated Mare, and the last date of insemination.
13.2 If the Customer prefers to register the service and/or register the foal with a studbook other than WSI an administration and handling fee of €60 plus applicable VAT shall be charged by WSI to the Customer for each certificate of service WSI issues to another studbook.
14. Embryo Transplant
14.1 In the event that the Customer wants the Nominated Mare to have an embryo flush IWNS must be so notified upon first ordering Semen.
14.2 If no embryo(s) is/are found, Semen (for a maximum of 3 cycles) may be ordered for the Nominated Mare provided that a veterinary declaration from the embryo centre is submitted that confirms that the embryo flush after the previous insemination did not yield an embryo.
14.3 If from one insemination more than one embryo is flushed additional Reservation Fee(s) will be payable immediately. Thereafter, the normal Gestation Fee and Live Foal Fee rules will apply.
14.4 The Gestation Fee shall become payable per successfully transplanted embryo if the Nominated Mare and/or recipient mare(s) is in foal on 1 October 2017.
14.5 The Stud Fee is due immediately in case where embryos are frozen for implantation on a later date.
14.5 The Customer shall provide IWNS, before 1 October 2017, a statement, written and signed by the veterinarian or the embryo transplantation centre technician, of the number of flushes and the number of (successfully) implanted embryos per Nominated Mare and the number of frozen embryos per Nominated Mare. If the transplantation of the embryo was not successful, this will count as a statement of non-gestation.
15. Order Process and Dispatch
15.1 Semen can be ordered via:
All orders made via email or an online purchasing system must be followed up by a call from the Customer to 085.810.0634 to confirm receipt and acceptance of the order by IWNS.
All orders made via telephone must be followed up by an email containing photos of the Nominated Mare’s registration, marking chart, and extended pedigree pages.
15.2 Dispatch of Semen take places according to
terms and conditions of the breeding station that collects the semen for IWNS,
Ballyquirke Stud in Kilkenny. Contact the breeding station for further details.
15.3 Ballyquirke Stud accepts visiting mares. Contact Michael Hutchinson for details: 086.257.6012
16. Packaging / Containers
16.1 Semen is delivered or supplied in an appropriate transport container, which at all times remains the property of the breeding station. A refundable deposit may be required by the breeding station for the container prior to dispatch.
16.2 The container must be returned according to the requirements of the breeding station
16.5 A penalty may be charged on each container if it is not returned according to the requirements of the breeding station.
17. Suspension and Termination
17.1 If the Customer fails to make any payment when it becomes due (either under the Agreement or under any other agreement or transaction between the Customer and IWNS), or if the Customer commits any other breach of the Agreement and fails to remedy the same within seven days of receiving IWNS’ request in writing so to do or the Customer acts in such a way as to impede or interfere with IWNS’ performance of the Agreement or any distress or execution is levied upon any of IWNS’ goods or property or if IWNS has reason to believe that any of the events mentioned above is about to occur in relation to the Customer and notify the Customer accordingly, IWNS may:
17.1.1 suspend provision of the Services;
17.1.2 hold by way of lien all materials or other property of the Customer in IWNS’ possession in respect of Services carried out or to be carried out by IWNS for the Customer for the general balance of account for the time being owing to IWNS by the Customer; and/or
17.1.3 terminate the Agreement forthwith and, if the Services or any part of them have been provided but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary but this shall not affect IWNS’ rights to any unpaid price for Services provided under the Agreement and to damages for loss (both direct and consequential) suffered in consequence of such termination.
17.2 IWNS may terminate the Agreement at any time upon not less than one month’s notice in writing to the Customer and the Customer may terminate the Contract at any time by giving not less than one month’s notice (or such shorter period or notice as IWNS may in IWNS’s absolute discretion agree to accept) in writing to IWNS. Such termination shall not relieve the Customer of the obligation to pay to IWNS all charges accrued under the Agreement in respect of Services performed prior to the date of termination and so that IWNS shall have a lien as provided in Clauses 9.5 and 18.1.2. IWNS shall within 10 working days after the date of termination refund to the Customer any payment made by the Customer under the Agreement representing a prepayment for Services not yet performed prior to the date of termination but after deduction of any amount owing to IWNS by the Customer whether or not under the Agreement.
17.3 In the event that IWNS is prevented from completing the Agreement either wholly or in part in accordance with the terms thereof for any reason whatsoever beyond IWNS’ reasonable control including but not limited to a Force Majeure as defined in Clause 26 below then further performance of the Agreement shall be suspended for the period during which IWNS is so prevented provided that in the event of the Agreement being suspended for a continuous period of more than three months then either party may give the other notice in writing to terminate the Agreement forthwith and in such circumstances the Customer shall pay for all Services provided to the date of such termination in accordance with these Conditions. IWNS shall be under no liability whatsoever to the Customer for any direct or consequential loss or damage suffered by the Customer as a result of IWNS’s inability to perform IWNS’s obligation under the Agreement or the Conditions in these circumstances.
17.4 If IWNS is prevented from providing Services in accordance with the Agreement as a result of (a) delay or default on IWNS’ part or (b) any other reason beyond IWNS’s reasonable control and the Agreement is not terminated in accordance with the other provisions of these Conditions IWNS shall be entitled to reschedule the date or dates for the provision of the Services to such time or times as IWNS shall reasonably require taking into account IWNS’s commitments to third parties and in the event of (a) shall be entitled to make a reasonable charge in respect of losses or costs incurred by IWNS by reason of provision of the Services being so prevented.
18. Customer’s Obligations
18.1 The Customer shall comply with these Conditions.
18.2 The Customer shall keep and provide to IWNS all such records and information as are relevant to the provision of the Services by IWNS.
18.3 Where the Customer is not the owner of the Nominated Mare, the Customer must notify IWNS in writing of that fact and warrant that the Customer has full authority to accept these Conditions on behalf of the actual owner or any other joint owner. Where the ownership of the Nominated Mare changes during the term of the Agreement the Customer shall notify IWNS immediately in writing of that fact and undertake to IWNS to procure the acceptance by the new owner of these Conditions. The Customer agrees to indemnify IWNS against any loss or damage suffered by IWNS for breach of this warranty including any loss, damage or expenses incurred by IWNS (including reasonably incurred legal fees) arising from any step or action taken by any person who owns or has an interest in the Nominated Mare.
18.4 The Customer must co-operate with IWNS in all matters relating to the Services.
18.5 Any failure on the Customer’s part to comply with the obligations in this Clause 19 shall entitle IWNS at IWNS’ discretion to refuse to provide the Services and the provisions of Clause 18.4 in respect of event (a) shall then apply.
19. Warranties and Limitation of Liability
19.1 IWNS undertakes to use all reasonable care and skill in performance of the Services and to comply with relevant legislation and regulations for the time being in force applicable to IWNS’ performance of the Agreement and these Conditions. IWNS reserves the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement and if in IWNS’ reasonable opinion any such change in legislation or regulation results in IWNS’ performance of the Services becoming unduly onerous IWNS shall be entitled to terminate the Agreement by giving the Customer notice in accordance so far as possible with Clause 18.2 above.
19.2 Notwithstanding the provisions of Clause 20.1 and having due regard to the inherent risks and uncertainties involved in all biological processes IWNS does not guarantee or warrant that a particular outcome will occur as a result of our provision of the Services. In particular but without limitation IWNS gives no warranty that any Semen collected will result in the recovery of any usable Semen or that insemination of a Nominated Mare with such Semen will result in a pregnancy.
19.3 Except as set out in in these Conditions all warranties, terms, conditions or undertakings whether express or implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from the Agreement.
19.4 IWNS accepts no liability for ill health, infertility, injury or loss of breeding potential of the Stallion as a result of the provision of the Services.
19.5 In the event that IWNS cancels or fails to keep (otherwise than in the circumstances set out in Clause 19) an appointment for Services on any particular occasion IWNS’ liability shall be limited to the direct costs (if any) incurred by the Customer in the certification of the Stallion by a veterinary surgeon in preparation for the Services.
19.6 IWNS or the breeding station may keep other horses and other animals at the business premises or any other premises at which the Stallion is housed and IWNS shall not be responsible to the Customer for any loss which may result from the presence on those premises of any animal which has been or becomes infected with any disease or which has been or becomes a reactor to any health tests.
19.7 The Customer is strongly advised to effect insurance cover for any loss or damage occasioned during the transport of Semen. IWNS will not arrange for the transport of Semen unless the Customer has confirmed their instructions in writing.
19.8 Time of delivery shall not be of the essence. Any time or date for delivery given by IWNS or on its behalf is given in good faith, but is an estimate only.
19.9 The Customer will bear the cost of all transport (and any related insurance) of Semen.
19.10 The Customer must notify IWNS as soon as the Customer becomes aware of any event which may give rise to a claim against IWNS in respect of the provision of Services and if such notification is oral the Customer must confirm it in writing within 7 days. No claim in relation to the provision of Services shall be accepted by IWNS unless notified to IWNS by the Customer in accordance with these Conditions.
19.11 In no circumstances and notwithstanding any other provision of these Conditions shall IWNS be liable to the Customer for any loss (whether direct or indirect) of profits, business, loss of contract, loss of use or anticipated savings or for any indirect or consequential loss or damage whatsoever.
19.12 No provision of these Conditions shall have effect or operate so as to exclude any liability of either party in respect of fraud or a fraudulent misrepresentation made by that party to the other or to restrict or exclude any remedy which the other party may have in respect of such fraud or fraudulent misrepresentation.
19.13 By ordering and buying Semen and signing the Agreement, the Customer is deemed to have full knowledge and understanding of these Conditions and declares to fully agree with the Service and payment conditions and the Stud Fees.
19.14 Where a Customer uses any Semen from Stallions owned, managed or leased by IWNS without the express written permission of IWNS and without payment of the all fees set out in the Agreement and/or these Conditions shall be deemed to have committed a fraud and shall pay IWNS a fine of €2,500 (plus applicable VAT) in addition to the Stud Fee for the relevant Stallion or Alternate Stallion.
19.15 The Customer shall be solely responsible for the ordering, transportation, arrival, payment and returning of the shipping container. IWNS shall not be held responsible for any failure of delivery, quality of the Semen, condition of the shipping containers or the return of the shipping containers.
20 Assignment
20.1 The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement or these Conditions without the prior written consent of IWNS (such consent not to be unreasonably withheld or delayed).
20.2 The Customer shall not sell, assign, transfer, mortgage, charge, or subcontract a service from a Nominated Mare to another mare without the prior written consent of IWNS.
20.3 IWNS may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of IWNS’ rights or obligations under the Agreement or these Conditions.
21. Waiver
No waiver by IWNS of any breach of any provision of the Agreement or these Conditions by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision and IWNS shall not be prejudiced by any forbearance or indulgence granted by IWNS to the Customer.
22. Marketing Materials
22.1 IWNS undertakes to use all reasonable care and skill in the compilation of the Marketing Materials.
22.2 Notwithstanding the provisions of Clause 23.1, any figures, statements, descriptions, illustrations, photographs, drawings or any other matters contained in the Marketing Materials are not guaranteed to be accurate and are intended merely as guidance of products and services and shall not form part of the Agreement.
23. No Partnership or Agency
Nothing in the Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
24 Force Majeure
IWNS shall have no liability to the Customer under the Agreement or these Conditions if IWNS is prevented from or delayed in performing IWNS’s obligations under the Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving its workforce or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors (a “Force Majeure”).
25 Governing Law and Jurisdiction
25.1 The Agreement and these Conditions and any dispute arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) (“Dispute”) shall be governed by and construed in accordance with the laws of Ireland.
25.2 If any disagreements arise, the Parties will use their best efforts to negotiate to resolve all differences. The collaboration of Parties and their researchers is paramount. However if the dispute cannot be settled through inter-party negotiations, the Parties agree first to try in good faith to settle the dispute by mediation before resorting to any other dispute resolution procedure. The Parties agree to appoint an independent mediator to convene the mediation. The fees for mediation will be borne equally by the Parties. Should the parties fail to agree to resolve such dispute by mediation then the parties agree to binding final-offer arbitration as the second dispute resolution mechanism. The costs of the arbitration will be borne by the losing Party.
20/05/17