Terms & Conditions
This page (together with the documents referred to on it) tells you the terms and conditions on which we and/or any third party seller supply any of the products (Products) listed on our website semenstore.co.uk (our site) to you. Please read these terms and conditions carefully before ordering any Products from our site. You should understand that by ordering any of our Products, you agree to be bound by these terms and conditions.
You should print a copy of these terms and conditions for future reference. YOUR ATTENTION IS DRAWN TO CLAUSE 4 RELATING TO WHO YOUR CONTRACT IS WITH AND THE CANCELATION PROVISIONS IN CLAUSE 6.
Please note that there are two sets of terms and conditions that you are agreeing to, namely one set dealing with you and us and another for semen products between you and a third party seller.
Please click on the button marked "I Accept" at the end of these terms and conditions if you accept them. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Products from our site.
1. Information about us
1.1 semenstore.co.uk is a site operated by Semenstore Limited (we). We are registered in England and Wales under company number 06877628 and with our registered office Concorde House, 24 Warwick New Road, Leamington Spa, CV32 5JG. Our main trading address is also at Concorde House, 24 Warwick New Road, Leamington Spa, CV32 5JG. Our VAT number is 162 4905 11.
2. Service availability
Our site is only intended for use by people resident in Great Britain & Northern Ireland (the Serviced Countries). We do not normally accept orders from individuals outside the Serviced Countries; however individuals outside those countries may submit an Export Enquiry Form which will be dealt with on a case-by-case basis.
3. Your status
By placing an order through our site, you warrant that:
(a) You are legally capable of entering into binding contracts; and(b) You are at least 18 years old;(c) You are resident in one of the Serviced Countries; and(d) You are accessing our site from that country.(e) You are ordering any semen Product in the course of business.
4. How the contract is formed between you and us or you and a third party
4.1 After placing an order, you will receive an e-mail from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us or the third party seller to buy a Product. All orders are subject to acceptance by us or the third party seller, and we will confirm such acceptance to you by sending you an e-mail that confirms that the Product has been dispatched by the delivery agent or, in the case of a semen Product confirmation will be by a delivery note provided by the third party courier service (the Dispatch Confirmation). The contract between us or the third party seller (Contract) will only be formed when we or the third party courier service send you the Dispatch Confirmation.
4.2 Where you purchase semen using our site you will have a contract with the third party seller and consequently will use a third party courier service for delivery. The semen and the delivery of it will be outside of our reasonable control, as we are not an auctioneer, neither are we intermediaries between you and the seller. We provide a venue for sellers and buyers to contract and formalise agreements for the sale of semen. We are not the agent of either the third party seller or you and consequently we do not have authority for either, for any purpose. Accordingly, the contract formed at the completion of a sale of a semen Product is solely between you and the third party seller. The enforcement of any contractual obligations arising out of the completion of a transaction is the responsibility of you and the third party sellers’ who are party to that transaction. We are not obliged to mediate between parties or enforce or execute fulfilment of any contract. You and the third party sellers use our site and the services at your own risk.
4.3 The Contract will relate only to those Products whose dispatch we or the third party courier service have confirmed in the Dispatch Confirmation. We will not be obliged to supply any other Products which may have been part of your order until the dispatch of such Products has been confirmed in a separate Dispatch Confirmation.
5. Our status
5.1 Please note that in some cases we accept orders as agents on behalf of third party sellers. The resulting legal contract is between you and that third party seller, and is subject to the terms and conditions of that third party seller, which are attached in Schedule 1. You should carefully review their terms and conditions applying to the transaction.
5.2 We may also provide links on our site to the websites of other companies, whether affiliated with us or not. We cannot give any undertaking, that products you purchase from third party sellers through our site, or from companies to whose website we have provided a link on our site, will be of satisfactory quality, and any such warranties are DISCLAIMED by us absolutely. This DISCLAIMER does not affect your statutory rights against the third party seller. We will notify you when a third party is involved in a transaction, and we may disclose your customer information related to that transaction to the third party seller.
6. Consumer rights
6.1 If you are contracting as a consumer, you may cancel a Contract at any time, so long as it does not relate to semen and the delivery and packaging costs associated with such, within seven working days, beginning on the day after you received the Products. In this case, you will receive a full refund of the price paid for the Products in accordance with our refunds policy (set out in clause 10 below).
6.2 To cancel a Contract, you must inform us in writing. You must also return the Product(s) to us immediately, in the same condition in which you received them, and at your own cost and risk. You have a legal obligation to take reasonable care of the Products while they are in your possession. If you fail to comply with this obligation, we may have a right of action against you for compensation.
6.3 You will not have any right to cancel a Contract for the supply of any of the following Products:
- Semen
- The delivery and packing costs related to the shipment of semen
6.4 Details of this statutory right, and an explanation of how to exercise it, are provided in the Dispatch Confirmation. This provision does not affect your statutory rights.
7. Availability and delivery
7.1 Under normal conditions your order will be fulfilled by the delivery date set out in the Dispatch Confirmation however because we use a third party courier service as our delivery agent and due to circumstances beyond our reasonable control we cannot guarantee that the delivery will be met at the date and time specified. If no delivery date is specified, then delivery will be within a reasonable time of the date of the Dispatch Confirmation, unless there are exceptional circumstances.
8. Risk and title
8.1 The Products will be at your risk from the time of delivery.
8.2 Ownership of the Products will only pass to you when we receive full payment of all sums due in respect of the Products, including delivery charges.
9. Price and payment
9.1 The price of any Products will be as quoted on our site from time to time, except in cases of obvious error.
9.2 These prices exclude VAT, packing and delivery costs, which will be added to the total amount due as set out in our payment process.
9.3 Prices are liable to change at any time, but changes will not affect orders in respect of which we or the third party courier service have already sent you a Dispatch Confirmation.
9.4 Our site contains a large number of Products and it is always possible that, despite our best efforts, some of the Products listed on our site may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where a Product's correct price is less than our stated price, we will charge the lower amount when dispatching the Product to you. If a Product’s correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before dispatching the Product, or reject your order and notify you of such rejection.
9.5 We are under no obligation to provide the Product to you at the incorrect (lower) price, even after we or the third party courier service have sent you a Dispatch Confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mis-pricing.
9.6 Payment for all Products must be by credit or debit card. We accept payment with Visa, Mastercard, Switch & Maestro. We charge your credit or debit card when you place your order.
10. Our refunds policy
10.1 When you return a Product to us:(a) because you have cancelled the Contract between us within the seven-day cooling-off period (see clause 6.1 above), we will process the refund due to you as soon as possible and, in any case, within 30 days of the day you have given notice of your cancellation. In this case, we will refund the price of the Product in full, including the cost of sending the item to you. However, you will be responsible for the cost of returning the item to us. (b) for any other reason (for instance, because you have notified us in accordance with paragraph 20 that you do not agree to any change in these terms and conditions or in any of our policies, or because you claim that the Product is defective), you must inform us in writing within 10 days of delivery and we will examine the returned Product and will notify you of your refund via e-mail within a reasonable period of time. We will usually process the refund due to you as soon as possible and, in any case, within 30 days of the day we confirmed to you via e-mail that you were entitled to a refund for the defective Product. Products returned by you because of a defect will be refunded in full, including a refund of the packing and delivery charges for sending the item to you and the cost incurred by you in returning the item to us.
10.2 We will usually refund any money received from you using the same method originally used by you to pay for your purchase.
11. Fitness for Purpose and Our liability
11.1 The information published on our website relating to individual bulls and their traits, characteristics and progeny is for information purposes only and is based on information provided by the individual seller and as such we are not able to verify, warrant or guarantee the contents thereof and consequently such information is to be used for guidance only and no warranty, approval or guarantee is given nor inferred.
11.2 We endeavour to store semen and to ship it in conditions that are adequate however due to the nature of semen we cannot guarantee that the semen is fertile at the time of delivery.
11.3 You, as buyer, acknowledge and accept that the fertility rates, qualities and characteristics of offspring which may be obtained by using semen Products will ultimately fluctuate significantly due to many factors beyond our control and a non-exhaustive list of examples would be the characteristics, fertility or infertility of the recipient cow, location in which it is kept and the skill and expertise of the artificial inseminator. As such we cannot guarantee successful conception and production of progeny and use of the Products is at your own risk.
11.4 Subject as always to the above we warrant to you that any Product purchased from us through our site is of satisfactory quality and reasonably fit for all the purposes for which products of the kind are commonly supplied. We cannot guarantee that any semen supplied will lead to conception.
11.5 Our liability for losses you suffer as a result of us breaking this agreement is strictly limited to the purchase price of the Product you purchased and, if you are contracting as a consumer, any losses which are a foreseeable consequence of us breaking the agreement. Losses are foreseeable where they could be contemplated by you and us at the time your order is accepted by us.
11.6 For the avoidance of doubt we use reasonable endeavours to transmit and ensure that any order for semen is delivered by the third party courier service, however we cannot have any responsibility for their failure including but not limited to delivery of the wrong order.
11.7 This does not include or limit in any way our liability:(a) For death or personal injury caused by our negligence;(b) Under section 2(3) of the Consumer Protection Act 1987; (c) For fraud or fraudulent misrepresentation; or(d) For any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
11.8 We are not responsible for indirect losses which happen as a side effect of the main loss or damage and, if you are contracting as a consumer, which are not foreseeable by you and us, including but not limited to:(a) loss of income or revenue(b) loss of business(c) loss of profits or contracts(d) loss of anticipated savings(e) loss of data(f) loss of data, or(g) waste of management or office time however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable;
provided that this clause 11.4 shall not prevent claims for loss of or damage to your tangible property that fall within the terms of clause 11.4 or clause 11.5 or any other claims for direct financial loss that are not excluded by any of categories (a) to (g) inclusive of this clause 11.7.
11.9 Where you buy any Product from a third party seller through our site, the seller's individual liability will be set out in the seller's terms and conditions.
12. No Warranties as to semen and Release
12.1 Our site and the services relating to the sale of semen are provided on an "as is" basis. We make no other representations or warranties of any kind, express or implied, including without limitation: (a) the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement; (b) that our site or the services we provide will meet your requirements, will always be available, accessible, uninterrupted, timely, secure or operate without error;(c) the information, content, materials or products included on the site will be as represented by sellers, available for sale at the time of listing or that sellers or buyers will perform as promised. (d) any implied warranty arising from course of dealing or usage of trade; and (e) any obligation, liability, right, claim or remedy in tort, whether or not arising from our negligence. To the full extent permissible under applicable law, we disclaim any and all such warranties.
12.2 Due to the fact that we are not the agent of either seller or you as the buyer, if a dispute arises between one or more participants, each of you release us (and our employees, representatives and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
13. Import duty
13.1 If you order Products from our site for delivery outside the UK, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes. Please note that we have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order.
13.2 Please also note that you must comply with all applicable laws and regulations of the country for which the products are destined. We will not be liable for any breach by you of any such laws.
14. Written communications
Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
15. Notices
All notices given by you to us must be given to Semenstore Limited at Concorde House, 24 Warwick New Road, Leamington Spa, CV32 5JG or by e-mail to info@semenstore.co.uk. We may give notice to you at either the e-mail or postal address you provide to us when placing an order or in any of the ways specified in clause 13 above. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.
16. Transfer of rights and obligations
16.1 The contract between you and us is binding on you and us and on our respective successors and assigns.
16.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.
16.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
17. Events outside our control
17.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).
17.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:(a) Strikes, lock-outs or other industrial action.(b) Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.(c) Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.(d) Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.(e) Impossibility of the use of public or private telecommunications networks.(f) The acts, decrees, legislation, regulations or restrictions of any government.
17.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
18. Waiver
18.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
18.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
18.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 14 above.
19. Severability
If any of these terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
20. Entire agreement
20.1 These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
20.2 We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.
20.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these terms and conditions.
21. Our right to vary these terms and conditions
21.1 We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities or for other reasonable causes.
21.2 You will be subject to the policies and terms and conditions in force at the time that you order Products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we or the third party courier service send you the Dispatch Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Products).
22. Law and jurisdiction
Contracts for the purchase of Products through our site will be governed by English law. Any dispute arising from, or related to, such Contracts shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.
© Semenstore Limited 2009
Schedule 1 – Third Party Vendor’s Terms and Conditions of Sale
THE BUYER'S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CONDITION 9 AND CONDITION 10.4.
1. Interpretation
1.1 The definitions and rules of interpretation in this condition apply in these conditions.
Buyer: the person, firm or company who purchases the Goods from the Vendor.
Contract: any contract between the Vendor and the Buyer for the sale and purchase of the Goods, incorporating these conditions made by the Buyer agreeing to purchase Goods on www.semenstore.co.uk
Goods: any goods, specifically semen, agreed in the Contract to be supplied to the Buyer by the Vendor (including any part or parts of them).
Semenstore: means the website www.semenstore.co.uk where the Vendor places Goods for sale and where the Buyer purchases the Goods.
Vendor: the person, firm or company who markets and sells the Goods on www.semenstore.co.uk
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 Condition headings do not affect the interpretation of these conditions.
2. Application of terms
2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These conditions apply to all the Vendor's sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by the Vendor. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Vendor which is not set out in the Contract. Nothing in this condition shall exclude or limit the Vendor's liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Goods by the Buyer from the Vendor shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by the Vendor until a written acknowledgement of order is issued by the proprietors of www.semenstore.co.uk or the third party delivery service delivering the Goods (if earlier) or the Vendor delivers the Goods to the Buyer.
2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.7 No Contract shall come into existence until the by the proprietors of www.semenstore.co.uk or the third party delivery service delivering the Goods despatches an acknowledgement of order to the Buyer.
3. Description
3.1 The quantity and description of the Goods shall be as set out in quotation or acknowledgement of order.
3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Vendor and any descriptions or illustrations contained in the Vendor's area on www.semenstore.co.uk are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.
4. Delivery
4.1 Unless otherwise agreed in writing by the Vendor, delivery of the Goods shall take place when the Goods are delivered or left at the Buyer’s address by the third party delivery agent.
4.2 Any dates specified by the Vendor for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
4.3 Subject to the other provisions of these conditions the Vendor shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Vendor's negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 90 days.
4.4 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Vendor is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:(a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Vendor's negligence); (b) the Goods shall be deemed to have been delivered; and (c) the Vendor may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
4.5 If the Vendor delivers to the Buyer a quantity of Goods of up to 5% more or less than the quantity accepted by the Vendor, the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate.
4.6 The Vendor may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
4.7 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
5. Non-delivery
5.1 The quantity of any consignment of Goods as recorded by the Vendor’s third party delivery service on despatch from the place where the Goods are stored shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.2 The Vendor shall not be liable for any non-delivery of Goods (even if caused by the Vendor's negligence) unless the Buyer gives written notice to the Vendor of the non-delivery within 10 days of the date when the Goods would in the ordinary course of events have been received.
5.3 Any liability of the Vendor for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit for such Goods.
6. Risk/title
6.1 The Goods are at the risk of the Buyer from the time of delivery.
6.2 Ownership of the Goods shall not pass to the Buyer until the Vendor has received in full (in cash or cleared funds) all sums due to it in respect of the Goods or www.semenstore.co.uk has received payment which it is then able to credit the Vendor’s account with;
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:(a) hold the Goods on a fiduciary basis as the Vendor's bailee;(b) store the Goods (at no cost to the Vendor) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Vendor'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 the Vendor's behalf for their full price against all risks.
7. Price
7.1 Unless otherwise agreed by the Vendor in writing, the price for the Goods shall be the price set out in the Vendor's price list published on the date of order at www.semenstore.co.uk
7.2 The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods. All value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance shall be added to the final price payable during the payment process at www.semenstore.co.uk
8. Payment
8.1 Subject to condition 8.2, payment of the price for the Goods is due in pounds sterling at the time of ordering at www.semenstore.co.uk and time for payment shall be of the essence.
8.2 No payment shall be deemed to have been received until the Vendor or www.semenstore.co.uk has received cleared funds.
9. Quality
9.1 The Vendor warrants that (subject to the other provisions of these conditions) on delivery the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979 however the Buyer acknowledges and accepts that the fertility rates, qualities and characteristics of offspring which may be obtained by using semen will ultimately fluctuate significantly due to many factors beyond the Vendor’s control and a non-exhaustive list of examples would be the characteristics, fertility or infertility of the recipient cow, location in which it is kept and the skill and expertise of the artificial inseminator. As such the Vendor cannot guarantee successful conception and production of progeny and use of the Goods is at the Buyer’s own risk.
9.2 Whilst the Vendor uses reasonable endeavours to ensure that the semen Goods are stored and delivered with due care, the very nature of biological matter like semen is that it cannot be guaranteed to be in perfect condition.
9.3 The Vendor cannot guarantee that any semen Goods supplied will lead to conception.
9.4 The Vendor shall not be liable for a breach of the warranty in condition 9.1 unless:(a) the Buyer gives written notice of the defect to the Vendor within 10 days of delivery to the Buyer, and, if the defect is as a result of damage in transit to the carrier, within 5 days of the time when the Buyer discovers or ought to have discovered the defect but in any case yet again within 10 days of delivery to the Buyer; and(b) the Vendor is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Vendor) returns such Goods to the Vendor's place of business at the Vendor's cost for the examination to take place there.
9.5 The Vendor shall not be liable for a breach of the warranty in condition 9.1 if:(a) the Buyer makes any further use of such Goods after giving such notice; or(b) the defect arises because the Buyer failed to follow the Vendor's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or good trade practice; or(c) the Buyer alters such Goods without the written consent of the Vendor.
9.6 Subject to condition 9.4 and condition 9.5, if any of the Goods do not conform with the warranty in condition 9.1 the Vendor shall at its option replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Vendor so requests, the Buyer shall, at the Vendor's expense, return the Goods or the part of such Goods which is defective to the Vendor.
9.7 If the Vendor complies with condition 9.6 it shall have no further liability for a breach of the warranty in condition 9.1 in respect of such Goods.
10. Limitation of liability
10.1 Subject to condition 4, condition 5 and condition 9, the following provisions set out the entire financial liability of the Vendor (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:(a) any breach of these conditions;(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and (c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Nothing in these conditions excludes or limits the liability of the Vendor: (a) for death or personal injury caused by the Vendor's negligence; or(b) under section 2(3), Consumer Protection Act 1987; or(c) for any matter which it would be illegal for the Vendor to exclude or attempt to exclude its liability; or(d) for fraud or fraudulent misrepresentation.
10.4 Subject to condition 10.2 and condition 10.3:(a) the Vendor's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and(b) the Vendor shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
11. Assignment
11.1 The Vendor may assign the Contract or any part of it to any person, firm or company.
11.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Vendor.
12. Force majeure
The Vendor reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Vendor including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 60 days, the Buyer shall be entitled to give notice in writing to the Vendor to terminate the Contract.
13. General
13.1 Each right or remedy of the Vendor under the Contract is without prejudice to any other right or remedy of the Vendor whether under the Contract or not.
13.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
13.3 Failure or delay by the Vendor in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
13.4 Any waiver by the Vendor of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
13.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
13.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
14. Communications
14.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax:(a) (in case of communications to the Vendor) to its registered office or such address as shall be notified to the Buyer at the point of ordering at www.semenstore.co.uk; or (b) (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Vendor by the Buyer at the point of ordering at www.semenstore.co.uk.
14.2 Communications shall be deemed to have been received:(a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or(b) if delivered by hand, on the day of delivery; or(c) if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.