Terms of service

TERMS & CONDITIONS OF ONLINE SALE OF GOODS

Definitions.

Business Day: A day (other than a Saturday, Sunday or public holiday) when banks in Dublin are open for business.
Conditions: The terms and conditions set out in this document as amended from time to time.
Contract: The contract between the Supplier and the Customer for the sale and purchase of the Goods, in accordance with these Conditions.
Customer, You or you: The person or firm who purchases the Goods from the Supplier.
Force Majeure Event: An event or circumstance beyond the relevant party's control, including any act of God, fire, explosion, perils of the sea, flood, drought, war, riots, civil insurrection or unrest, sabotage, accident, embargo, governmental priority, epidemic, pandemic, requisition or allocation or any action of any governmental authority, or shortage or failure of supply of materials, shipping space, or labour, or strikes or other labour trouble, loss of or damage to goods in transit; or any other occurrence, act, cause, or thing beyond the control of the relevant party. For the avoidance of doubt, any delays or issues affecting – or any failures by – any external partners of Supplier (including delivery partners and postal service providers) shall be considered a Force Majeure Event affecting the Supplier.
Goods: The goods (or any part of them) set out in the Order.
Intellectual Property: Any and all tangible and intangible: (i) rights associated with works of authorship, including copyrights, moral rights, neighbouring rights, and derivative works thereof, (ii) trademark and trade name rights, (iii) knowhow and trade secret rights, (iv) patents, design rights, and other industrial property rights, and, (v) all other intellectual property rights (of every kind and nature however designated) whether arising by operation of law, treaty, contract, license, or otherwise, together with all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof, in connection with the Goods.
Order: The Customer's order for the Goods, as set out in written instructions received by the Customer, in accordance with the process set out at paragraph 3 below.
Specification: The specification for the Goods (including any related plans and drawings), that is provided by the Supplier on the Website (as defined below) at the time the Order for the relevant Goods is placed by the Customer.
Supplier or KEENAN: Alltech Farming Solutions Limited, a company incorporated and registered in the Republic of Ireland with company number 580899). For the avoidance of doubt, Supplier is referred to additionally within these Conditions as us’, ‘we’, ‘our’, and other similar expressions.
Trade Secrets: Any information disclosed to the Customer that is confidential, including without limitation all ideas, concepts, structures, costs, specifications (including any Specification), recipes, ingredients, formulations, composition, documentation, designs, techniques, drawings, hardware, software, data, prototypes, processes, technology, knowhow, methods of design and/or development, inventions, and/or other technical, business, marketing, planning, commercial and/or financial information and/or data regardless of how such information is transmitted (including orally, and/or in documentary and/or machine readable form, and/or in the form of samples from which the information may be derived) that is of such a nature that the Customer in the exercise of reasonable business judgment should know is confidential.
Website: The KEENAN website located at https://www.keenanstore.ie/

INTERPRETATION

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.
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.
A reference to writing or written includes emails.

BASIS OF CONTRACT

Please note that the Website is directed to those aged 18 or over residing in the Republic of Ireland. The Supplier doesn’t represent that content available on or through the Website is appropriate for use or available in other locations.
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.
Your copy. You should print a copy of these Conditions or save them to your computer for future reference.

ORDERS

The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.

Process:

Placing your Order. Please follow the onscreen prompts via the Website to place an Order. Each Order is an offer by you to buy the Goods specified in the Order, subject to these Conditions and the Supplier’s ‘Website Terms of Use and Privacy Policy’ (as amended from time to time). Please note that the completion of Orders by the Supplier is subject to available stock.
Correcting input errors. The order process via the Website allows you to check and amend any errors before submitting your Order. Please check the Order carefully before confirming it. You are responsible for ensuring that your Order is complete and accurate, including in relation to any applicable Specification.
Accepting your Order. Supplier’s acceptance of your Order takes place when Shopify or Supplier sends an email to you to accept it, at which point the Contract between you and Supplier will come into existence.
If Supplier cannot accept your Order. If Supplier is unable to supply you with the Goods for any reason, Supplier will inform you of this by email and will not process your Order. If you have already paid for the Goods, Supplier will, subject to the remainder of these Conditions, refund you the full amount including any delivery costs charged as soon as possible.

The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate. Please note that the Supplier will not provide any quotation or proforma invoice for Goods. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
The images of the Goods on Supplier’s Website or other online materials are for illustrative purposes only. Although Supplier has made every effort to display the colours accurately, Supplier cannot guarantee that your computer's display of the colours accurately reflects the colour of the Goods. The colour of your Goods may vary slightly from those images.
The packaging of your Goods may vary from that shown on images on Supplier’s website.
Any samples, drawings or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

GOODS

The Goods are as described on the Supplier’s Website. For the avoidance of doubt, any Specification can be amended by the Supplier pursuant to clause 2 below, but a Specification cannot be modified at the request of the Customer.

The Supplier reserves the right to amend the specification of the Goods, and/or Specification, if required by any applicable statutory or regulatory requirements.

Product Requirements
- The Customer and not the Supplier has responsibility with regard to: (i) making available any suitable internet or GPRS reception (if any is required) for installation of the Goods; and, (ii) for ensuring the suitability of its equipment and property, or making any alterations to Customer’s equipment or property, to ensure compatibility with the Goods. Supplier recommends at all times such items are arranged separately by the Customer by engaging suitably qualified providers.
- If PTO button is required to be fitted to a Customer’s tractor, the Supplier recommends that this is completed by a suitably qualified engineer, and this shall be the responsibility of the Customer.
- For the avoidance of doubt, Supplier shall not be liable for any losses incurred by the Customer or any third party where such losses are due to the Customer’s breach of its obligations pursuant to this clause 3.

DELIVERY

International Delivery

The Supplier:

Does not deliver Orders to addresses outside the Republic of Ireland; and
Cannot arrange for the delivery of any Orders to any address outside the Republic of Ireland.

Customer may not place an Order for Goods from outside the Republic of Ireland, even if the Order is for delivery to an address in the Republic of Ireland.

The Supplier shall ensure that delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods, and special storage instructions (if any).

Supplier will contact you with, or arrange for the provision to you by the relevant delivery partner of, an estimated delivery date for the Goods, which will be sent on the day on which your Goods are dispatched. Any such dates are subject to clause 6 below. Additionally, delivery of any Goods to you may be affected by a Force Majeure Event. See clauses 5.6 and 10 for Supplier’s responsibilities when such issues arise.

The Supplier shall, in accordance with the details submitted by the Customer within the relevant Order, arrange for the delivery of the Goods to the Delivery Location. For the purposes of these Conditions, Delivery Location is defined as follows, being subject always to the restrictions at clause 1 above: (i) the delivery location set out in the Order; or, (ii) such other location as the Customer and Supplier may agree at any time after the Supplier accepts the Customer’s Order pursuant to paragraph 3 above, provided that any such change to the Delivery Location will only be accepted where: (1) the change is to correct a manifest error; and, (2) the Customer has notified the Supplier of the error in a timely fashion, by telephoning the Supplier at +353 (0)59 977 1200. Subject to a different Delivery Location being agreed within the Order pursuant to this clause 5, the Customer shall collect the Goods from the Supplier’s premises at Clonagoose Road, Borris, County Carlow, R95 K223, Republic of Ireland (Ex Works Delivery Location) within three (3) Business Days of the Supplier notifying the Customer that the Goods are ready. For the avoidance of doubt, Goods may not be collected from any location other than the Ex Works Delivery Location.

Delivery is completed on the completion of the loading of the Goods by: (i) Customer; or, (ii) a carrier organised by Customer in relation to the Goods (as detailed within the Order, in accordance with these Conditions), to collect the Goods from Supplier, and the relevant Goods will be at Customer’s risk from that time.

Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event (including, for the avoidance of doubt, any delays or issues affecting, or any failures by, any external partners of Supplier); or, the Customer's failure to provide the Supplier with adequate delivery instructions, or any other instructions that are relevant to the supply of the Goods.

In the event that Supplier is due to deliver Goods to the Customer pursuant to an Order, if the Supplier fails to deliver the Goods in accordance with the Order, Supplier’s liability shall be limited to the costs and expenses incurred by the Customer in correcting the issues – provided that: (i) Supplier shall not be liable for any delivery costs arising from any further attempt to deliver the relevant Goods to the Customer pursuant to this clause 5; and (ii) any such corrections are in accordance with the Supplier’s instructions, and the costs of any such work are agreed in advance between Supplier and Customer. For the avoidance of doubt, Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event (including, for the avoidance of doubt, any delays or issues affecting, or any failures by, any external partners of Supplier); or, the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

If the Customer fails to take and/or accept delivery of the Goods in accordance with the Order within three (3) Business Days of: (i) the agreed delivery date for the Goods; or, (ii) in the event that Customer is to collect the relevant Goods, the Supplier 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 these Conditions:

Delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after:

The agreed delivery date for the Goods; or,
In the event that Customer is to collect the relevant Goods, the day on which the Supplier notified the Customer that the Goods were ready; and

The Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance, and, in accordance with 7, any delivery costs for any further attempt to deliver the Goods to the Customer).
In the event that Customer is to collect the relevant Goods, if ten (10) Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
If the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered, the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice.

QUALITY

Subject to the remainder of this clause 6, Supplier warrants that the Goods sold and delivered to Customer shall meet the Specification as provided by Supplier regarding those Goods from the date of delivery (in accordance with these Conditions) up to but excluding the expiry date of any warranty period specified by the Supplier to the Customer in writing in relation to the Goods in question. The warranty provided pursuant to this clause 6: (i) is for the benefit only of the Customer, and does not extend to cover any resale of Goods by the Customer; and, (ii) does not cover any instance where the Goods in question are, are being, or have been incorporated into any machine which was not purchased from an authorised dealer or distributor of the Supplier. In the event that any Goods are alleged to be defective, and said claim is verified by Supplier such that such all or part of the Goods do not meet the Specification, Supplier shall take appropriate action to replace the Goods in kind with conforming Goods.

THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES WITH RESPECT TO THE GOODS. THERE SHALL BE NO LIABILITY ON THE PART OF SUPPLIER FOR ANY GENERAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE SALE, MANUFACTURE, OR USE OF ANY GOODS SOLD HEREUNDER. SUPPLIER MAKES NO WARRANTIES, EXPRESS, OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS OF THE PRODUCTS FOR ANY PURPOSE EXCEPT AS RECOMMENDED ON THE PRODUCT LABEL) WITH RESPECT TO THE GOODS COVERED BY THESE CONDITIONS, EXCEPT AS DETAILED IN THIS PARAGRAPH.

Subject to clause 3, if:

The Customer gives notice in writing to the Supplier at Alltech Farming Solutions Ltd., Service Department, Clonagoose Road, Borris, Co. Carlow, R95 K223, Republic of Ireland, during the relevant warranty period for the Goods (per clause 1), and within a reasonable time of discovery, that some or all of the Goods do not comply with the warranty set out in clause 6.1; and
The Supplier is given a reasonable opportunity of examining such Goods; and
The Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business: (i) at the Supplier's cost (subject to clause 3, and the terms of the Supplier’s ‘Returns & Refunds’ page as included here); and, (ii) in accordance with the remainder of this clause 6.2.3) the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

In following the process outlined above, if, following contact with the Supplier regarding the alleged defect, the Supplier requests that the Customer returns Goods pursuant to this clause 6, Customer shall hand the Goods to a carrier authorised by the Supplier. Please see the Supplier’s ‘Returns’ page for Supplier’s returns address, information about Supplier’s authorised carrier(s), and details as regards how to arrange a return of the Goods.

If Supplier has offered in writing to collect the Goods from Customer, Supplier will collect the Goods from the address to which they were delivered pursuant to the relevant Order. In such instances, Supplier will contact Customer to arrange a suitable time for collection of the Goods.

The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 1 in any of the following events:

(Please note that where the remainder of this clause 6.3 includes reference to the incorporation of the Goods into a machine, this includes in particular the incorporation of Goods into a KEENAN diet feeder)

The Customer makes any further use of such Goods after giving notice in accordance with clause 2;
The defect arises because the Customer:

Had not been instructed in the correct use of any machine into which the Goods are incorporated, by an official representative of the Supplier;
Failed to follow the Supplier's oral or written instructions as to the storage and use of the Goods, or (if there are none) good trade practice regarding the same; and/or
Failed to follow the Supplier's oral or written instructions as to the storage and use of any machine into which the Goods are incorporated;

The Customer alters the Goods without the written consent of the Supplier;
The Customer alters any machine into which the Goods are incorporated in a manner not approved by the Supplier in writing;
The defect arises as a result of wilful damage, negligence, or abnormal storage or working conditions (including in particular damage through general wear and tear, or neglect, or use for which the relevant Goods – or machine(s) into which the Goods were incorporated – were not intended to be used by the Supplier);
Damage to any of the following types of items, unless clear evidence of immediate working failure which is directly attributable to such parts can be furnished:

Bearings, sprockets, chains and other wearing parts (for the avoidance of doubt, wearing parts include paddle rubbers, chains, jockeys, wheels and tyres); and
Any consumable or perishable parts such as knives, blades, rubbers seals, hydraulic components, shear-bolts, brake liners, electric components and running gear; or

In relation to any weighbox, where the defect is attributable to impact (for the avoidance of doubt, with weighboxes being additionally subject to the remaining exceptions set out within this clause 3);
Any instance where the relevant Goods have been incorporated into a machine:

That has not received effective routine maintenance using recommended Supplier products (including as laid down in the operator’s manual);
That has received repairs or modifications by a person unauthorised by Supplier;
That has been fitted with spurious or non-genuine spare parts and attachments, or spare parts or attachments not approved by the Supplier;
Upon which any identification marks have been removed or altered;
Which was damaged in transit whilst being loaded or unloaded on premises other than those owned by the Supplier; and/or
Which incurred the damage prior to the machine being commissioned by an authorised representative of the Supplier;

Where Goods which may be defective, or which may have failed, are not retained on site pending further investigation by the Supplier, in accordance with these Conditions – such Goods may need to be inspected in situ by a representative of the Supplier; or
The Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 1.

The Customer agrees to inspect the Goods on delivery and report any defects apparent on such inspection to the Supplier within seven (7) days.

These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

TITLE AND RISK

The risk in the Goods shall pass to the Customer on completion of: (i) the handing over of the relevant Goods into the charge of an authorised carrier of the Supplier, in accordance with the terms of the relevant Order; or (ii) in the event that Customer is to collect the relevant Goods, the collection of the Goods by the Customer.

Title to the Goods shall not pass to the Customer until the Supplier has received 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 (including all applicable delivery charges), in accordance with clause 8 below , in which case title to the Goods shall pass at the time of payment of all such sums.

PRICE AND PAYMENT

How to pay

You can only pay for Goods via our Website using a debit card or credit card via Shopify payments, subject to the terms of the Supplier’s ‘Website Terms of Use and Privacy Policy’ (as amended from time to time).
Payment for the Goods and all applicable delivery charges is in advance. We will charge your debit card or credit card for the Goods at the point that you place the relevant Order pursuant to clause 2 above.

The price of the Goods shall be the price set out in the Order (pursuant to paragraph 3 above). For the avoidance of doubt, the prices of the Goods will be as quoted on Supplier’s Website at the time You submit your Order. Supplier takes all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the Website.

However, it is always possible that, despite Supplier’s reasonable efforts, some of the Goods on the Supplier’s Website may be incorrectly priced. If Supplier discovers an error in the price of the Goods you have ordered, Supplier will contact you to inform you of this error, and we will give you the option of continuing to purchase the Goods at the correct price, or cancelling your Order. Supplier will not process your Order until we have your instructions.

If Supplier is unable to contact you using the contact details you provided during the order process (as outlined above), Supplier will treat the Order as cancelled, and notify you in writing. If Supplier mistakenly accepts and processes your Order where a pricing error is obvious and unmistakeable, and could reasonably have been recognised by you as a mispricing, Supply may cancel supply of the Goods and refund you any sums you have paid.

The price of the Goods:

Unless otherwise agreed in writing by the Supplier, excludes amounts in respect of value added tax or equivalent tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
Includes the costs and charges of: (i) insurance; and, (ii) packaging, delivery and transport of the Goods (for the avoidance of doubt, packaging, delivery and transport costs for the Goods being added prior to checkout via the Website).

Unless otherwise agreed between the Customer and Supplier in writing, the Customer shall pay the invoice in full and in cleared funds within the agreed terms of the Order per clause 1.2. Payment shall be made by the Customer in accordance with 8.1 above, in line with any instructions provided by the Supplier. Time of payment is of the essence.

The Customer shall pay all amounts due under the Conditions in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). 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.

LIMITATION OF LIABILITY

Nothing in these Conditions shall limit or exclude the Supplier's liability for:

Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
Fraud or fraudulent misrepresentation; or
Any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

Subject to clause 9.1:

The Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
The Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price paid for the Goods, by the Customer, as written in the Order.

FORCE MAJEURE

Supplier shall not be in breach of the Contract, nor liable for delay in performing, or failure to perform, any of its obligations under the Contract (including, if applicable pursuant to the relevant Contract, any failure by the Supplier to make any delivery of the Goods – or portions thereof – when due), if such delay or failure results from a Force Majeure Event, and the Supplier shall have no obligation or liability whatsoever arising out of or in connection with any such failure.

TERMINATION

Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

The Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within seven (7) days of Customer being notified in writing to do so;
The Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
The Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
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.

Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract, or any other contract between the Customer and the Supplier, if:

The Customer becomes subject to any of the events listed in clauses 1.1 to 11.1.4, or the Supplier reasonably believes that the Customer is about to become subject to any of them; or,
If the Customer fails to pay any amount due under the Contract on the due date for payment.

Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than fourteen 14 days after being notified in writing to make such payment.

Termination of the Contract shall not affect any of the respective rights and remedies of Supplier or Customer that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.

Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

INTELLECTUAL PROPERTY

The Supplier reserves all rights with respect to the Goods and the Intellectual Property. The Customer accepts that all rights with respect to the Goods and the Intellectual Property are owned by the Supplier. Nothing under the Contract will constitute, or be deemed to constitute, a transfer of any Intellectual Property to the Customer.

The Customer undertakes not to infringe or to attack the Intellectual Property in any way, directly or indirectly, by use or otherwise, and acknowledges that the Supplier is the beneficiary with regard to the Intellectual Property.

The Customer agrees not to register, use or file in its own name or in the name of any other person or company the trademarks of the Supplier or any trademark resembling those trademarks, and not to associate the trademarks with its own business, except for the purpose of the Contract.

GENERAL

Entire agreement.

Save as otherwise set out in writing between the Supplier and Customer, the Contract constitutes the entire agreement between those parties, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each of Supplier and Customer agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each of Supplier and Customer agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

A waiver of any right or remedy is only effective if given in writing, and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:

Waive that or any other right or remedy; nor
Prevent or restrict the further exercise of that or any other right or remedy.

If any provision or part-provision of the Contract or these Conditions 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.

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 post or other next working day delivery service, commercial courier, or email.
A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 4.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one (1) Business Day after transmission.
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

Third party rights. No one other than the Customer and the Supplier and their permitted assignees shall have any right to enforce any of the terms of the Contract.

Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in all respects (including the formation thereof and performance there under) in accordance with the laws of the Republic of Ireland.

Jurisdiction. Supplier and Customer each irrevocably agree that the courts of the Republic of Ireland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.