GENERAL TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES

This General Terms and Conditions for the Supply of Services is an agreement between Suir Shipping Limited, a company registered in Ireland under company number 320262 and having its registered office at Belview, Gorteens, Slieverue, Co. Kilkenny, Ireland (the “Supplier”) and the Customer and sets out the terms and conditions governing the supply of the Services to the Customer.

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 14 (LIMITATION OF LIABILITY).

  1. INTERPRETATION

THE FOLLOWING DEFINITIONS AND RULES OF INTERPRETATION APPLY IN THESE CONDITIONS.

1.1                Definitions:

“Animal Feed”animal feed, grain and/or any other organic material intended for use for consumption by livestock.
“Animal Feed Receival Standards”has the meaning given to such term in clause 7.1.
“Business Day”a day other than a Saturday, Sunday or public holiday in Ireland when banks in Dublin are open for business.
“Charges”the charges payable by the Customer for the supply of the Services in accordance with clause 13 (Charges and payment).
“Commencement Date”has the meaning given in clause 3.2.
“Conditions”these terms and conditions as amended from time to time in accordance with clause 19.4.
“Contract”the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
“Control”shall mean 50% or more of the total voting power of the issued share capital of the company.
“Customer”the person or firm who purchases Services from the Supplier. For the avoidance of doubt, the customer is a business customer and not an individual consumer.
“Customer Default”has the meaning set out in clause 5.2.
“General Receival Standards”has the meaning given to such term in clause 6.
“Insolvency Event”means (i) a voluntary termination of operations, (ii) a general assignment for the benefit of the party’s creditors or (iii) any other liquidation, dissolution or winding up of the party, whether voluntary or involuntary.
“Order”the Customer’s order for Services as set out in one or more of the following: the Customer’s purchase order form;the Customer’s written acceptance of a quotation by the Supplier via email;the Customer’s written order for the Services (which may be by email);or overleaf, as the case may be, and any supplemental terms or conditions now or subsequently agreed in writing between the Customer and the Supplier.
“Port”means each of Waterford Port and/or New Ross Port, as applicable to which port the Stored Materials are Stored.
“Services”the Storage of goods in the Warehouse by the Supplier.
“Specification”the description or specification of the Services provided in writing by the Supplier to the Customer as part of the Order.
“Storage”warehousing, control and movement of Customer’s goods. “Store” and “Stored” have a corresponding meeting.
“Stored Materials”shall mean the goods Stored by the Supplier in the Warehouse on behalf of the Customer.
“Supplier”Suir Shipping Limited registered in Ireland with company number 320262.
“Receival Standards”means the General Receival Standards and/or the Animal Feed Receival Standards, as applicable.
“Warehouse”shall mean any warehouse or storage unit operated by the Supplier to Store the Stored Materials at the Port.
  1. Interpretation:
    1. Unless expressly provided otherwise in this Contract, a reference to legislation or a legislative provision:
  • is a reference to it as amended, extended or re-enacted from time to time; and
    • shall include all subordinate legislation made from time to time under that legislation or legislative provision.
    • Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
    • A reference to writing or written includes faxes and emails.

2.                   ACCEPTANCE

  • Any instructions received by the Supplier from the Customer for the supply of Services and the acceptable delivery of Services by the Supplier shall constitute an agreement by the Customer to be bound by and accept these terms and conditions. No variation sought by the Customer to these terms and conditions shall form part of any agreement unless specifically accepted by the Supplier in writing.
    • The terms and conditions set out in this Contract apply to the provision of the Services to the Customer by the Supplier, and the Customer is deemed to be bound by these terms and conditions from the Commencement Date.
    • All Orders shall be subject to acceptance in writing by the Supplier in accordance with clause 3.2. The Supplier may, at its absolute discretion, refuse any Order and is not obliged to accept any Order.

3.                   BASIS OF CONTRACT

  • The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
    • The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (“Commencement Date”).
    • 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 law, trade custom, practice or course of dealing.
    • Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of 30 days from its date of issue or for such longer period as the Supplier may, at its discretion, agree in writing.

4.                   SUPPLY OF SERVICES

  • The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.
    • The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in Specification, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
    • The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
  • The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

5.                   CUSTOMER’S OBLIGATIONS

  • The Customer shall:
    • ensure that the terms of the Order and any information it provides in the Specification are complete and provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
    • co-operate with the Supplier in all matters relating to the Services;
    • obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
    • comply with any additional obligations as set out in the Specification.
    • If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
      • without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
      • the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 5.2; and
      • the Customer 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 Default.

6.                   RECEIVAL STANDARDS – GENERAL

  • All Stored Materials, all goods received and Stored by the Supplier for the Customer must comply with the following standards:
    • The Supplier has received no less than 5 Business Days’ notice of the arrival of the goods;
    • It shall be accompanied by a description of the nature, dimensions and quantity of the goods to be stored, together with any special instructions for storage;
    • The goods shall be accompanied by a bill of lading, waybill and/or such other supporting documentation as are necessary for the proper consignment and/or receival of the goods; and
    • Any hazardous materials shall be properly identified, (together, the “General Receival Standards”).

7.                   RECEIVAL STANDARDS – ANIMAL FEED

  • In addition to the General Receival Standards, all Animal Feed received and Stored by the Supplier for the Customer must comply with the following standards:
    • It shall not be contaminated by any chemicals, pesticides, heavy metals or other potentially hazardous substances which may contaminate other materials Stored by the Supplier or are likely to cause harm to the employees, contractors, visitors or any other person authorised to be in the Warehouse by the Supplier;
    • It shall not be in state of decay or deterioration or contain high temperature or moisture levels;
    • It shall be clearly labelled in respect of its origin, contents and status as genetically modified;
    • It shall not be contaminated with any pests or insects; and
    • It shall not exceed 6 months in Store. After this period, the Supplier is not responsible for the condition or quality of the product;

(together, the “Animal Feed Receival Standards”)

8.                   FAILURE TO COMPLY WITH THE RECEIVAL STANDARDS

  • The Customer shall be liable for all costs incurred by the Supplier in managing any consequences of a failure to meet any of the Receival Standards, including but not limited to:
    • Cost of quarantine and fumigation of the Animal Feed;
    • Aeration of the Animal Feed to prevent the Animal Feed reaching a high temperature and causing a risk of fire; and/or
    • Disposal or destruction of the Animal Feed where required and with no less than 48 hours’ notice to the Customer.
    • The Supplier shall be entitled, in its discretion, to reasonably refuse to receive goods known or suspected to fail to meet the any of the Receival Standards.
    • The Customer shall notify the Supplier, at the earliest opportunity, if its goods are known or suspected to fail to meet any of the Receival Standards.

9.                   INSPECTION ON ARRIVAL

  • The Customer is responsible for the conduct and results of any inspection of the goods that the Customer or the Customer’s nominated inspectors may carry out at the time of arrival of the goods at the Port and/or prior to their Storage by the Supplier.
    • The Customer accepts and acknowledges that any such inspection shall be carried out at the expense of the Customer and in a timely manner. The Customer shall ensure that all such inspections are conducted with minimal disruption to, delay or effect on the business of the Supplier and/or the fulfilment of any Order.

10.                REGULATORY COMPLIANCE

  1. The Supplier benefits from the Trade Assurance Scheme for Combinable Crops (TASCC).
  1. The Customer accepts and acknowledges that its Stored Materials may be tested for Salmonella and other contaminants on a monthly basis.
    1. The Customer accepts and acknowledges that its Stored Materials may form part of an audit by or on behalf of the Department of Agriculture and/or TASCC from time to time.

11.                TRANSPORT AND FREIGHT

  1. The Supplier shall assist in the loading of goods onto such means of transport as directed by the Customer in order to transport such goods to and from the Warehouse.
    1. Once the Stored Materials have been loaded for transport in accordance with clause 11.1, they shall cease to be Stored Materials and the Customer accepts all risk to the goods arising in connection with their transport by the Customer to and from the Warehouse.

12.                BAILMENT RELATIONSHIP

  1. While the Supplier has possession of the Stored Materials:
    1. the relationship between the Supplier and the Customer in respect of the possession of the Stored Materials is one of bailment only;
    1. that relationship will continue to exist despite the Stored Materials losing its identity by being part of Stored Materials, or despite the inability of the Supplier to redeliver to the Stored Materials the subject of the bailment to the Customer; and
    1. unless specifically agreed otherwise, the Supplier as bailee may manage, use, deal with or otherwise control the Stored Materials in its possession in any manner not inconsistent with this Contract.
    1. Where the Supplier suffers an Insolvency Event the Customer will be entitled, upon reasonable notice and subject to the provisions of this Contract relating to Animal Feed, to re-take possession of the Stored Materials from the Warehouse.

13.                CHARGES AND PAYMENT

  1. The Charges for the Services shall be such amount as agreed in writing between the parties as part of the Order.
    1. The Supplier reserves the right to increase the Charges upon sixty (60) days’ written notice to the Customer.
    1. If and to the extent (a) any consignment of goods (or part of it) fails to meet any inspection conducted by the Customer or its inspectors at the time of arrival at the Port such that such goods would require segregation, decontamination or any other treatment or Storage requirements outside the scope originally agreed under the Order and/or the Specification and (b) the Supplier agrees to Store such goods for the Customer, any and all additional costs incurred (or which would be incurred) by the Supplier to segregate, decontaminate, treat or Store such goods shall be for the account of and paid by Customer.
    1. The Supplier shall invoice the Customer on a monthly basis for the performance of the Services.
    1. The Customer shall pay each invoice submitted by the Supplier:
  1. within 30 days of the date of the invoice, or on such dates or at such other intervals as may be agreed in writing by the Supplier, at its discretion, with the Customer; and
    1. in full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract.

  1. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, 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 Services at the same time as payment is due for the supply of the Services.
    1. If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 15, the Supplier may apply and demand, and the Customer shall pay on demand, interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 13.6 will accrue each day at 8% a year above the Central Bank of Ireland’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%.
    1. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

14.                LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

  1. The Supplier has been unable to obtain insurance in respect of certain types of loss at a commercially viable price. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
    1. References to liability in this clause 14 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    1. Nothing in this clause 14 shall limit the Customer’s payment obligations under the Contract.
    1. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
      1. death or personal injury caused by negligence; or
      1. fraud or fraudulent misrepresentation.
    1. Subject to clause 14.4 (Liabilities which cannot legally be limited), the Supplier’s maximum liability to the Customer for any and all loss, damage, claims or series of claims arising out of or in connection with this Contract shall not exceed €1,000,000
    1. Subject to clause 14.3 (No limitation of customer’s payment obligations) and clause

14.4 (Liabilities which cannot legally be limited), this clause 14.6 sets out the types of loss that are wholly excluded:

  1. loss of profits
    1. loss of sales or business.
    1. loss of agreements or contracts.
    1. loss of anticipated savings.
    1. loss of use or corruption of software, data or information.
    1. loss of or damage to goodwill; and
    1. indirect or consequential loss.
    1. This clause 14 shall survive termination of the Contract.

15.                TERMINATION

  1. Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party one month’s written notice.
    1. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
      1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so;
      1. the other party experiences an Insolvency Event;
      1. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
      1. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
    1. Without affecting any other right or remedy available to it, 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; or
      1. there is a change of Control of the Customer.
    1. Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if:
      1. the Customer fails to pay any amount due under the Contract on the due date for payment;
      1. the Customer becomes subject to any of the events listed in clause 15.2.3 to clause 15.2.4, or the Supplier reasonably believes that the Customer is about to become subject to any of them; and
      1. the Supplier reasonably believes that the Customer is about to become subject to any of the events listed in clause 15.2.2.

16.                CONSEQUENCES OF TERMINATION

  1. On termination or expiry of the Contract:
  1. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
    1. subject to clause 16.1.1, the Supplier shall deliver up to the Customer at the Warehouse, and at the Customer’s expense, all goods then Stored by the Supplier for the Customer. If on the termination or expiry of the Contract the Customer fails to collect such goods from the Warehouse within 3 days after having been notified that they are ready for collection, the Customer shall be liable for, and shall pay on demand, any and all costs relating to the Supplier’s continued Storage of such goods for each and every day following the termination or expiration of the Contract up until the date the Customer collects the goods (or has the goods collected) from the Warehouse. The Supplier’s standard Charges plus an additional delayed collection charge shall apply for each such day. All risk of damage to or loss of such goods shall pass to the Customer on collection.
    1. Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
    1. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

17.                COMPLIANCE WITH LAWS AND REGULATIONS

  1. The Customer shall at all times refrain from acting in breach of or contrary to any law, statute, regulation, code of conduct or similar requirement which is or at any time was applicable to it or to which it is or has been subject whether in Ireland or elsewhere, in particular in respect of any health and safety or regulatory requirements applying to the importation, transportation, supply and/or storage of Animal Feed.
    1. The Supplier and the Customer shall co-operate at all times to ensure compliance with the relevant regulatory and compliance requirements in respect of Animal Feed and any other Stored Materials as required by applicable law.
    1. The Customer shall indemnify the Supplier in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with (a) any failure by the Customer to comply with clause 17.1 and/or (b) the delivery by the Customer or its suppliers of goods which do not meet any of the Receival Standards.

18.                FORCE MAJEURE

  1. For the purpose of this Contract, a “Force Majeure Event” affecting a party means anything outside that party’s reasonable control including without limitation:
    1. accident, fire, adverse weather conditions, flood, tidal conditions, earthquake, explosion, blockages of ports, civil commotion, outbreak of hostilities, terrorist act, declaration of war, war, invasion, rebellion, disease, epidemic, pandemic or declarations of a state of emergency;
  1. strikes, stop works, lockouts, boycotts or any other form of labour dispute or labour shortage;
    1. breakdown, damage or destruction of the Warehouse;
    1. failure, disruption or delay in transportation;
    1. executive or administrative order or act of either general or particular application of any Government or any official purporting to act under the authority of that Government, prohibitions or restrictions by domestic or foreign laws, regulations or policies, quarantine or custom restrictions or prohibitions on export; and
    1. acts or omissions of any third party (including without limitation Governments, Government agencies, subcontractors or Clients).

18.2            Suspension of Obligations

If a party is wholly or partially precluded from complying in the normal manner required by this Contract with its obligations under this Contract by a Force Majeure Event (in this clause called the “Affected Party”), then the Affected Party’s obligations to perform in accordance with the terms of this Contract, will be suspended for the duration of the Force Majeure Event.

18.3            Notice

As soon as possible after the Force Majeure Event arises, the Affected Party must notify the other party of:

  • the nature of the Force Majeure Event;
  • the cause of the Force Majeure Event;
  • which obligations the Affected Party believes it is wholly or partially precluded from complying with as a result of the Force Majeure Event (in this clause 18 called the “Affected Obligations”);
  • the extent to which the Force Majeure Event precludes the Affected Party from performing the Affected Obligations;
  • the expected duration of the delay arising as a result of the Force Majeure Event;
  • the steps that are being taken to minimise the impact of the Force Majeure Event; and
  • the steps which would be taken (subject to the parties reaching an agreement as to the payment of any additional costs involved) to minimise the impact of the Force Majeure Event.

18.4            Minimisation of Impact

  1. Upon receiving a notice under clause 18.3 the Parties will meet to discuss and agree:
    1. what action can be taken to minimise the effect of the Force Majeure Event on the performance by the Affected Party of the Affected Obligation;
  • whether the Affected Party is able to work around the Force Majeure Event either to prevent the delay in the performance of the Affected Obligations or to minimise the impact of that delay; and
    • what modifications or additions to the terms of this Contract or any other agreements between the Parties (including without limitation any modifications or additions relating to the appointment of any additional costs) are required to give effect to any proposal to minimise the effect of the Force Majeure Event.
    • Obligation to Mitigate: The Affected Party must:
      • keep the other party fully informed of its plan to minimise the effect of the Force Majeure Event; and
      • subject to reaching agreement concerning any modifications or addition required to give effect to any proposal to minimise the effect of the Force Majeure Event;
      • comply with all reasonable requests made by the other party relating to the prevention or minimisation of the impact of the Force Majeure Event; and
      • use all reasonable endeavours to resolve, and minimise the impact of, the Force Majeure Event.

18.6            Payments

An obligation to pay money is never excused by a Force Majeure Event.

18.7            Labour Disputes

The requirement to use all reasonable endeavours to resolve or minimise the impact of the Force Majeure Event will not require either party to settle any strike, lockout, boycott or other dispute or claim, or any demand by a third party, on the terms contrary to the wishes of that party.

19.                GENERAL

19.1            Assignment and other dealings.

  1. The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
    1. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.

19.2            Confidentiality.

  1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, Customers or suppliers of the other party, except as permitted by clause 19.2.2.
    1. Each party may disclose the other party’s confidential information:
      1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of

carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 19.2; and

  • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    • Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

19.3            Entire agreement.

  1. The Contract constitutes the entire agreement between the 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.
    1. Each party acknowledges that in entering into the Contract it does not rely on, and 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 party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
    1. Nothing in this clause shall limit or exclude any liability for fraud.
    1. Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    1. Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    1. Severance If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract. If any provision or part-provision of this Contract deleted under this clause 19.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

19.7            Notices.

  1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by registered post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in mail@suirshipping.ie.
    1. Any notice or other communication shall be deemed to have been received:
      1. if delivered by hand, at the time the notice is left at the proper address;
  • if sent by registered post or other next working day delivery service, at

9.00 am on the second Business Day after posting; or

  • if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause (c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
    • This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
    • 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 accordance with the law of Ireland.
    • Jurisdiction. Each party irrevocably agrees that the courts 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.