The customer’s attention is drawn in particular to the provisions of clause 2.5, clause 2.6 and clause 9.

1. ABOUT US AND INTERPRETATION OF THESE TERMS

1.1 We are Mastergen Limited, a company registered in England and Wales. Our company registration number is 09051527 and our registered office is at 5 Monument View, Chelston Business Park, Summerfield Avenue, Wellington, Somerset TA21 9ND.

1.2 Definitions. In these Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 14.6.
Data Protection Legislation: shall mean all or any of (i) the Data Protection Act 2018 (and any successor UK legislation) and (ii) the General Data Protection Regulation ((EU)2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods and/or Services pursuant to the Order and in accordance with these Conditions.
Customer: the person, Company or firm who purchases the Goods and/or Services from the Supplier.
Force Majeure Event: has the meaning given in clause 11.
Goods: the goods (or any part of them) set out in the Order.
Goods Specifications: the specifications for the Goods set out in the proofs for the relevant bull on the Supplier’s website.
Order: the Customer’s order for the Goods and/or Services whether placed by phone, on the Website or by any other method, as set out in the Supplier’s written confirmation to the Customer.
Services: the services (or any part of them) set out in the Order.
Supplier: Mastergen Limited (registered in England and Wales with company number 09051527).
Website: the Supplier’s website at https://synetics.co.uk/

1.3 Construction. In these Conditions, the following rules apply:

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors or permitted assigns.
(c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written includes e-mails but not faxes.

2. BASIS OF CONTRACT

2.1 These Conditions apply to the Contract 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.

2.2 The Order constitutes an offer by the Customer to purchase the Goods and/or Services in accordance with these Conditions. The Customer shall be solely responsible for its selection of Goods and/or Services to be supplied and shall be responsible for ensuring that the terms of the Order and any information it provides to the Supplier in connection with the Order are in each case complete and accurate.

2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order to the Customer (Order Confirmation) or when the Goods and/or Services are delivered or provided by the Supplier to the Customer pursuant to the Order (whichever is earlier), at which point the Contract shall come into existence.

2.4 If the Supplier cannot accept all or part of the Order it shall inform the Customer of this in writing and will not charge the Customer for the Goods or Services which cannot be supplied.

2.5 These Conditions and any additional terms set out in the Order are incorporated in the Contract and constitute the entire agreement between the parties to the exclusion of any other terms, assurances or warranties on which the Customer seeks to rely. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier (including pursuant to the Website or any catalogue, literature or other brochure produced by or on behalf of the Supplier) which is not set out in these Conditions or the Order.

2.6 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues, brochures, literature or on the Website, except where explicitly referred to in these Conditions, are produced for the sole purpose of giving an approximate idea of the Goods and Services described in them. They shall not form part of the Contract or have any contractual force.

2.7 A quotation for the Goods or Services given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.

3. THE GOODS AND SERVICES

3.1 Subject to clauses 2.5 and 2.6, the Goods are as described in the Order, the Supplier’s catalogue and the Goods Specifications and the Services shall be as described in the Order, the Supplier’s catalogue and on the Website.

3.2 The Supplier reserves the right to amend the Goods Specification and/or Services if required by any applicable statutory or regulatory requirements or if the amendment will not materially affect the nature or quality of the Goods and/or Services.

4. DELIVERY OF THE GOODS AND SERVICES

4.1 The Supplier shall ensure that:
(a) each delivery of the Goods and/or Services is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity and relevant details of the Goods or Services (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods and/or Services remaining to be delivered; and
(b) if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note.

4.2 If the Supplier indicates that any packaging materials must be returned in accordance with clause 4.1(b), the Customer shall make all such packaging materials available for collection by the Supplier at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense.

4.3 The Supplier shall deliver the Goods and/or provide the Services at the location set out in the Order (Delivery Location) at any time after the Supplier notifies the Customer that the Goods and/or Services are ready for supply.

4.4 Delivery of the Goods shall be completed on the completion of the unloading of the Goods at the Delivery Location.

4.6 The Supplier will deliver the Services on their commencement.

4.7 Any dates quoted for delivery of the Goods or Services are approximate only, and the time of delivery is not of the essence. The Supplier’s failure to so deliver and/or provide by the due date or dates shall not constitute a breach of contract and the Supplier may wholly or partly suspend deliveries of Goods and/or Services and the Customer shall accept late delivery of such Goods and/or Services and shall not be entitled to compensation in respect thereof. The Supplier shall not be liable for any failure to or delay in delivery of the Goods or Services that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate information or delivery instructions or any other instructions that are relevant to the supply of the Goods or Services.

4.8 If the Supplier fails to deliver the Goods or Services in accordance with these Conditions, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods and/or services of similar description and quality in the cheapest market available, less the price of the Goods and Services which have not been delivered.

4.9 If the Customer does not allow the Supplier access to the Customer’s premises to deliver the Goods or provide the Services, the Supplier may charge the Customer additional costs incurred as a result. If, after reasonable endeavours, the Supplier is unable to contact the Customer in order to arrange an alternative date for delivery, the Supplier may end the Contract.

4.10 If the Customer fails to take delivery of the Goods on the due date for delivery or, if delivery is by courier, within three Business Days of the Supplier attempting delivery and/or notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract:

(a) delivery of the Goods shall be deemed to have been completed at 5.00 pm on the due date for delivery or, if delivery is by courier, 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready and in either case the Customer shall be responsible for the full cost of the Goods from the time of such deemed delivery; and
(b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including additional delivery charges arising and insurance).

4.11 Notwithstanding clause 4.10(a), if by 10 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not collected or taken delivery of them (as applicable), the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, costs for insurance and delivery attempts, account to the Customer for any excess over the price of the Goods received from the Customer or charge the Customer for any shortfall below the price of the Goods.

4.12 The Supplier may deliver the Goods and Services by instalments, which shall be invoiced and paid for separately in accordance with clause 7.6. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5. QUALITY

5.1 Subject to clause 5.2, the Supplier warrants that on delivery:
(a) the Goods shall conform in all material respects with the Goods Specification;
(b) the Services shall conform in all material respects with the specification for the Services, as set out in the Supplier’s catalogue, brochure or the description given on the Website; and
(c) the Services will be provided using reasonable care and skill.

5.2 The Customer acknowledges and agrees that:
(a) in the case of semen and embryos, they are natural products and there is no test that can determine fertility or viability in utero so the Supplier cannot and does not warrant or represent that any semen or embryo:
(i) will be fertile and/or viable;
(ii) will result in a viable pregnancy;
(iii) will produce a calf that exhibits all or any of the characteristics disclosed in any proof (promulgated by the relevant trade standard body or otherwise); or;
(iv) is free from recessive genes or genetic defects which may lead to genetic abnormalities or contribute to disease, impairment or death (including, without limitation, Complex Vertebral Malformation);
(b) in the case of sexed semen, the Supplier cannot and does not warrant or represent that given percentage purity levels referred to in its catalogues or brochures will result in a corresponding sex ratio in calves produced therefrom;
(c) any information published by the Supplier in respect of historic experience of any bull or of any bull’s progeny does not constitute a representation or warranty by the Supplier as to future performance of the bull or its semen or of any of its progeny;
(d) any breeding advice offered by the Supplier is given on the basis of information and data supplied by the Customer. The Supplier shall not be responsible for checking the accuracy or completeness of such data and whilst the Supplier will use reasonable endeavours to offer recommendations regards optimum breeding, the Supplier does not offer any guarantee, assurance or recommendation as to the success of breeding related to such recommendations.
(e) the Customer shall be solely responsible for the selection of any Goods and/or Services to be supplied under the Order Confirmation.
(f) the Supplier cannot and does not give any warranty or representation regarding the accuracy of the data provided in connection with the genomic solutions service and cannot offer any guarantee, assurance or recommendation as to the success of breeding relating to recommendations made on the basis of the data provided in connection with the genomic solutions service.
(g) any data analysis provided pursuant to delivery of the Services shall only be valid at the date it is provided to the Customer and the Supplier gives no warranty or assurance as to the accuracy or reliability of such data at any later date.

5.3 Subject to clause 5.4:
(a) the Customer shall, where possible, inspect the Goods on delivery for any discrepancies with the Order or any physical defects, breakages or faults evident on physical inspection and, where any such discrepancy, defects, breakages or faults are present, notify the Supplier in writing within 12 weeks of delivery;
(b) prior to insemination the Customer shall inspect each straw to ensure it corresponds with the Goods specified in the Order and any discrepancy arising shall be notified in writing to the Supplier within 5 days of discovery;
(c) subject to visual defects present on delivery which shall be notified pursuant to clause 5.3(a), the Customer shall give notice in writing to the Supplier within 90 days of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
And in each case:
(i) the Supplier is given a reasonable opportunity of examining such Goods; and
(ii) the Customer (if asked to do so by the Supplier) promptly returns such Goods to the Supplier’s place of business (at the Supplier’s cost),
the Supplier shall, at its option, replace the defective Goods or refund the price of the defective Goods in full and these shall be the sole remedies available to the Customer for losses arising pursuant to this clause 5.3. If the Customer fails to give notice in accordance with or otherwise comply with the provisions of this clause 5.3, it shall be deemed to have accepted that such goods comply with the warranties given in clause 5.1.

5.4 The Supplier shall not be liable for Goods’ failure to comply with the warranty set out in clause 5.1 where any of the following events apply:
(a) the Customer fails to inspect each straw prior to insemination in order to ensure it corresponds with the Goods specified in the Order;
(b) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.3;
(c) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, transportation, installation, handling, introduction and use of the Goods or (if there are none) good trade practice regarding the same;
(d) the Customer alters such Goods without the written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal handling, storage or working conditions; or
(f) the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.5 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.

5.6 Whilst the Supplier will use all reasonable endeavours to ensure that bulls whose semen is supplied to the Customer shall conform with their current proof as at date of delivery (as promulgated by the relevant trade standard body, where applicable), the Supplier shall not be liable to the Customer for any loss, liability or damage (whether direct, indirect or consequential, including loss of profit) suffered by reason only that any calf produced from such semen shall fail to exhibit all or any of the characteristics disclosed by such proof.

5.7 The Supplier accepts no liability, loss or damage (whether direct, indirect or consequential, including loss of profit) for the death, ill health, infertility, injury or loss of breeding potential of any recipient animal or the sex, death, ill health or non-viability of any resulting progeny except in each case to the extent caused directly by the Supplier’s failure to comply with its obligation under Clause 5.1 and then only up to the maximum amount specified in Clause 9.2. Therefore, the Client is advised to take out appropriate insurance in relation to such risks.

5.8 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.9 These Conditions shall apply to any replacement Goods and/or Services supplied by the Supplier.

6. TITLE AND RISK

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.

6.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery, holding the proceeds of any related claims on the insurance policy on trust for the Supplier and shall immediately account to the Supplier with such proceeds;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.2; and
(e) promptly give the Supplier such information relating to the Goods as the Supplier may require from time to time.

6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.2, then, without limiting any other right or remedy the Supplier may have the Supplier may at any time:
(a) require the Customer to deliver up all Goods in its possession which have not been irrevocably incorporated into another product; and
(b) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7. PRICE AND PAYMENT

7.1 The price of the Goods and Services shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery.

7.2 The Supplier may, by giving notice to the Customer at any time up to two Business Days before delivery, increase the price of the Goods or Services to reflect any increase in the cost of the Goods or Services that is due to:
(a) any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and any other costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the specification of the Services; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate, accurate or timely information or instructions.

7.3 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.

7.4 The price of the Goods and Services is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods and Services.

7.5 Subject to clause 7.6 and clause 7.7 and to any specific payment terms set down in the Order Confirmation or otherwise agreed in writing between the Supplier and the Customer, the Supplier may invoice the Customer for the Goods and Services on or at any time after the completion of delivery of the Goods or completion of the Services.

7.6 If Goods and/or Services are to be provided or delivered by instalments, the Supplier shall be entitled to invoice each instalment as and when delivery and/or provision is made and payment for all delivered and/or provided instalments shall be due notwithstanding the non-delivery and/or non-provision of other instalments or other default by the Supplier.

7.7 The Customer shall pay the invoice (including any invoices in respect of Goods and/or Services delivered by instalments) in full and in cleared funds within 20 Business Days of the date of the invoice save where payment is required to be or has been prepaid, including by standing order or direct debit. Payment shall be made by such method notified in the invoice and to the bank account nominated in writing by the Supplier. Time for payment is of the essence.

7.8 Notwithstanding clause 8.2(o), if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank Plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

7.9 The Customer will pay the Supplier any expenses incurred by the Supplier in connection with the recovery of outstanding invoices (including legal costs on an indemnity basis).

7.10 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law) and the Customer shall not be entitled to withhold payment of any amount due to the Supplier by reason of any disputed claim by the Customer in connection with the Contract. The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

8. TERMINATION AND SUSPENSION

8.1 If the Customer becomes subject to any of the events listed in clause 8.2, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer.

8.2 For the purposes of clause 8.1, the relevant events are:
(a) the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
(b) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
(c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
(d) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
(e) (being a company) the holder of a qualifying floating charge over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver;
(f) a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets;
(g) (being an individual) the Customer is the subject of a bankruptcy petition or order;
(h) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(i) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.2(a) to clause 8.2(f) (inclusive);
(j) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;
(k) the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;
(l) (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation;
(m) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach with 14 days of being notified in writing to do so;
(n) the Customer fails to give Contract details or delivery instructions or to take delivery of the Goods in accordance with the terms of the Contract; and
(o) the Customer fails to pay any undisputed amount under this agreement on the due date of payment and remains in default for more than 7 days after written notice to make such payment..

8.3 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods and/or Services under the Contract or any other contract between the Customer and the Supplier if:
(a) the Customer becomes subject to any of the events listed in clause 8.2; or
(b) the Supplier reasonably believes that the Customer is about to become subject to any of the events listed in clause 8.2; or
(c) if the Customer fails to pay any amount due under this Contract on the due date for payment;
And in each case such suspension shall extend to stopping Goods in transit.

8.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices (whether raised before or after the date of termination) and interest, if applicable, pursuant to clause 7.8.

8.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.

8.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

9. LIMITATION OF LIABILITY

9.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

9.2 Subject to clause 9.1 the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, breach of contract or otherwise, for any liability, loss or damage, including, loss of profit, loss of goodwill, loss of reputation or any indirect or consequential loss or loss of management time arising out of, under or in connection with:
(a) the Contract;
(b) the presence in any semen (sexed or conventional) of any genetic defect or disorder (including without limitation Complex Vertebral Malformation or any defect or disorder unknown or undiscovered at point of delivery and discovered or identified following the delivery date);
(c) any illness, injury or damage to any cow or heifer as the result of pregnancy or parturition;
(d) the selection by the Customer of the Goods and or Services to be provided pursuant to the Contract, including pursuant to Supplier recommendation which is offered as a guide only and without any assurance or guarantee;
(e) Goods stored in liquid nitrogen breaking, exploding or floating from the flask resulting in loss of semen;
and the Supplier’s total liability to the Customer in respect of all such losses shall in no circumstances exceed the price of the Goods and/or Services supplied under the Contract.

9.3 Nothing in these terms shall require the Supplier to provide or be deemed as provision by the Supplier of veterinary or, save as specifically detailed in the Order Confirmation, technical advice to any customer.

10. CUSTOMER OBLIGATIONS

10.1 The Customer shall take all necessary steps to:
(a) select the Goods and/or Services against the Customer’s own records, information, data and herd number;
(b) use any Goods in accordance with all Supplier instructions, applicable laws and regulations;
and will, in each case, indemnify the Supplier against any loss damage or liability arising out of any failure to take any such steps.

10.2 The Customer:
(a) shall comply in all respects with the Supplier’s directions for the storage of semen and the insemination of all semen (sexed or conventional);
(b) shall, on the date of delivery, make available a suitable flask for storage of the Goods;
(c) represents and warrants to the Supplier that any flask that the Supplier is required to deposit semen into, whether it is owned by or under the control of the Customer, is clean, safe, is in good condition, maintained in accordance with manufacturer instructions, free from defects and fit for the purpose of storing the semen in liquid nitrogen at -196 degrees Celsius and has and will continue to have the correct level of liquid nitrogen to maintain the semen in good condition;
(d) Whether the relevant flask the Goods are deposited into is owned by or under the Control of the Customer, the Customer shall be responsible for keeping the Goods insured against all risks for their full price from the date of delivery;
(e) shall dip storage flasks at weekly intervals to check a temperature of -196 degrees Celsius and that liquid nitrogen levels are adequate and shall keep written records of such readings;
(f) shall inform the Supplier of any health and safety or security requirements that apply at the Customer’s premises, provide full and unrestricted access to the premises for the purposes of delivery and ensure that any premises to which the Supplier is required to deliver Goods and/or Services are safe and comply with all applicable laws, regulations and codes of practice which may be in force from time to time and, without limitation, that the Supplier’s employees, agents and subcontractors have obstruction free safe access to any flask to which the Customer has requested the Supplier delivers semen;
(g) shall co-operate with the Supplier in all matters relating to the provision of the supply of the Goods and provision of the Services;
(h) shall provide the Supplier with such information, documents, data, records, samples and materials as the Supplier may reasonably require in order to supply the Goods and Services and ensure that such information is complete and accurate in all material respects;
(i) shall comply with any additional obligations as set out in the Order;
(j) shall maintain public liability insurance in such minimum amount as is required by law;
(k) shall inspect each straw prior to insemination in order to ensure it corresponds with the Goods specified in the Order;
(l) shall hold the Supplier harmless against any loss or damage suffered by the Customer or Supplier to the extent such loss or damage arises out of the Customer’s failure to so comply with clause 10.2(a) to 10.2(k);
(m) shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer’s failure to comply with this clause 10.2.
(m)

10.3 If the Goods are damaged, adversely affected or delivery of the Goods is delayed, or our ability to perform the Services is delayed, prevented or the Services are otherwise adversely affected by any failure by the Customer to fulfil its obligations pursuant to clauses 10.2(a) to 10.2(k) the Supplier will not be responsible for any costs or losses the Customer sustains or incurs arising directly or indirectly from the Supplier’s failure to deliver the Goods or perform the Services.

11. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing its obligations under the Contract 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, refrigeration 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, pandemics (including the ongoing impact and effects of coronavirus Covid 19) or similar events, natural disasters or extreme adverse weather conditions, default of suppliers or subcontractors, disease, illness, death or incapacity of any donor bull.

12. DISPUTE RESOLUTION

12.1 If any dispute arises between the Supplier and the Customer in connection with any Contract between the parties or in connection with any matter concerning the construction or application of the Conditions or the rights of the Supplier or the Customer hereunder then, except as expressly provided in the Conditions, the parties shall follow the dispute resolution procedure set out in this clause 12.

12.2 The Supplier shall give notice of the dispute to the Customer or the Customer shall give notice to the Supplier. Such notice shall provide all available detail regarding such dispute as is available at the relevant time.

12.3 On receipt of such notice, senior representatives of the parties with authority to settle the dispute will attempt in good faith to resolve the dispute.

12.4 If the parties are, for any reason, unable to resolve the dispute within 30 days of it being referred to them, the parties will attempt to settle it by a half day mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR.

12.5 To initiate the mediation, a party must give notice in writing (“ADR notice”) to the other party to the dispute requesting a mediation. A copy of the request should be sent to CEDR Solve.

12.6 The mediation will start not later than 30 days after the date of the ADR notice.

12.7 No party may commence any court proceedings in relation to any dispute until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.

13. PRIVACY AND DATA PROTECTION

13.1 The Customer and the Supplier shall comply with all applicable requirements of the Data Protection Legislation.

13.2 Please refer to the Supplier’s GDPR and privacy policy which can be found at https://synetics.co.uk/privacy-policy/ for details of how the Supplier uses, holds [and transfers] personal data.

14. GENERAL

14.1 Assignment and other dealings:
(a) The Supplier may 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 Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.

14.2 Notices:
(a) Any notice or other communication given to a party under or in connection with the 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, fax or e-mail.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 14.2(a); 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; or, if sent by fax or e-mail, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

14.3 Severance:
(a) 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.
(b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

14.4 Waiver:
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.

14.5 Third party rights:
A person who is not a party to the Contract shall not have any rights to enforce its terms.

14.6 Variation:
Except as set out in these Conditions, 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 the Supplier.

14.7 Governing law:
The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

14.8 Jurisdiction:
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).