TERMS AND CONDITIONS are acknowledged and accepted by the Customer upon completing the form above:
These Terms and Conditions will have continuing effect and will not be terminable. These Terms and Conditions will apply irrespective of whether any LIC Semen is ultimately provided to the Customer by LIC UK or LIC (directly or indirectly) or the manner in which the Customer came into possession or use of any LIC Semen.
You means the Customer, being the person or persons who have been supplied with LIC Semen.
LIC UK means Livestock Improvement Corporation (UK) Ltd, a company registered in England and Wales (company registration number 01701017 (ACN 110 259 400) and its assign(s) and/or successor(s).
LIC means Livestock Improvement Corporation Limited, an incorporated New Zealand company (CN 357590) and its assign(s) and/or successor(s).
LIC Semen means semen produced or supplied (directly or indirectly) by LIC UK or LIC.
Group means LIC UK, its subsidiary undertakings, its holding company (LIC) and all subsidiary undertakings of LIC from time to time and in relation to You means any undertaking which is a parent undertaking or subsidiary undertaking of the Licensor or of such parent undertaking. The terms "parent undertaking" and "subsidiary undertaking" having the meanings given to them in section 1162 of the Companies Act 2006.
Offspring means the first-generation male offspring of matings using LIC Semen.
SGL Offspring means male or female offspring or decedents of matings using SGL Product.
SGL Product means the LIC Semen short gestation length product marketed or specified by LIC UK and/or LIC as SGL semen which is intended to enable cows that are mated with this semen to calve earlier than would otherwise be the case.
1. CONDITIONS ON USE OF OFFSPRING OF LIC SEMEN:
You must not, except with LIC UK’s prior written permission, directly or indirectly:
(a) advertise for sale or supply, or sell or otherwise supply, or collect, deal in or use in any way for any purpose, any semen from any Offspring; or
(b) use the Offspring or allow the Offspring to be used in circumstances where the Offspring are used or may be used for the collection of semen; or
(c) provide access to or possession of or dispose of the Offspring (whether born or unborn) to any person (other than a director or an officer, employee or agent of You, acting in that capacity) (Transferee) in circumstances where the Offspring will or may be used for the collection of semen, without first entering into a written agreement with the Transferee transferring the obligations in these rules to the Transferee in the form directed by LIC UK from time to time and delivering the original agreement to LIC UK within 14 days of entering into it.
This restraint, which:
(i) does not prevent the use of the Offspring for natural matings; and
applies irrespective of the means by which You came into possession or control of any LIC Semen, Offspring or semen from Offspring -
(ii) is reasonably required to protect the value and viability of the LIC and LIC UK artificial breeding and genetics programme, which represents a substantial and long term investment in capital, research and development, and sire proving, and which is of strategic importance to LIC and LIC UK and their subsidiaries.
2. CONDITIONS ON USE OF OFFSPRING OF SGL SEMEN
You acknowledge that the SGL Product embodies valuable LIC and LIC UK intellectual property rights, and is sold solely for the purpose of facilitating short gestation length pregnancies and SGL Offspring must not be bred. To that end, You must not, except with LIC UK’s prior written permission, directly or indirectly:
(a) advertise for sale or supply, or sell or otherwise supply, or collect, deal in or use in any way for any purpose, any semen, embryo or other form of germplasm (SGL Germplasm) from any SGL Offspring; or
(b) use the SGL Offspring or allow the SGL Offspring to be used in circumstances where the SGL Offspring are used or may be used for the collection of SGL Germplasm; or
(c) use the SGL Offspring or allow the SGL Offspring to be used where the SGL Offspring, or the SGL Germplasm of the SGL Offspring, is mated with any other animal using any form of breeding or reproductive technology, including (without limitation) artificial insemination, embryo transfer or natural mating; or
(d) provide access to or possession of or dispose of the SGL Offspring (whether born or unborn) to any person (other than a director or an officer, employee or agent of You, acting in that capacity) (SGL Transferee) in circumstances where the SGL Offspring will or may be used for mating or the collection of SGL Germplasm without first entering into a written agreement with the SGL Transferee transferring the obligations in these rules to the SGL Transferee in the form directed by LIC UK from time to time and delivering the original agreement to LIC within 14 days of entering into it.
You acknowledge that this restraint applies irrespective of the means by which You came into possession or control of any SGL Offspring and/or any SGL Germplasm and is reasonably required to protect the value and viability of the LIC and LIC UK artificial breeding and genetics programme, which represents a substantial and long term investment in capital, research and development, and which is of strategic importance to LIC and LIC UK and their subsidiaries.
3. CONDITIONS ON USE OF LIC SEMEN
(a) You acknowledge that LIC is the sole proprietor (or authorised licensee) of all intellectual property rights contained in all LIC Semen and LIC UK is an authorised licensee of LIC.
(b) When supplying You with LIC Semen, LIC UK grants to You a non-assignable, non-exclusive one-off licence (such licence otherwise on usual industry terms) for the sole purpose of the artificial insemination of animals ordinarily in Your own herd and You will not provide, procure or permit the use of, access to or possession of such LIC Semen by any other person (other than a director or an officer, employee or agent of You acting in that capacity).
(c) You undertake that the LIC Semen will not be used for any purpose other than the artificial insemination of animals ordinarily in Your own herd and You further undertake that You will not provide, procure or permit the use of, access to or possession of such semen by any other person (other than a director or an officer, employee or agent of You acting in that capacity).
(d) Without limiting clauses 3(b) and (c), You acknowledge and agree that:
(i) the restraints in clauses 3(b) and (c) do not prevent You from using LIC Semen or providing such LIC Semen to a third party for the purpose of performing or undertaking an embryo transfer reproductive process on animals ordinarily in Your own herd; and
(ii) in the case of SGL Product, the relevant LIC Semen is supplied solely to facilitate a gestation period which is intended to be shorter than the usual gestation period.
(e) You will not, except with LIC UK’s prior written permission, source, purchase or acquire any LIC Semen from any person who is not LIC UK, LIC, an authorised agent or distributor of LIC UK or LIC or otherwise deal in or use in any way for any purpose any LIC Semen sourced, purchased or acquired from such a person.
(f) You agree to continuously indemnify LIC UK and LIC for all actions, claims, costs, damages and expenses and losses whatsoever caused to LIC UK and/or LIC, arising out of or flowing from Your breach of all or any part of clauses 1, 2 and 3 of these Terms and Conditions.
(g) In addition to LIC UK these terms and conditions are intended to be for the benefit of and enforceable by LIC.
(h) If any provision of these rules is found to be illegal, invalid or unenforceable, that provision will be read down to the extent necessary and reasonable in all circumstances to give it a valid operation or partial character.
4. CHARGES AND FEES
Charges or fees for products and/or services are as published or advised by LIC UK from time to time. LIC UK reserves the right to amend such charges or fees from time to time and such amended charges and fees will apply irrespective of whether that product and/or service is provided for a fixed or minimum term.
You must make payment in cleared funds of charges and fees in full by the due date without deduction or set-off. Without limiting any other remedies LIC UK may have in the event of late payment or non-payment of charges or fees it may:
(a) charge interest of up to 1.5% per month on the outstanding amounts calculated on a daily basis;
(b) refuse to supply all non-completed or future products and/or services; and/or
(c) recover on a full indemnity basis the costs of recovering or attempting to recover overdue monies; and/or
(d) impose and execute a possessory lien against any of the Customer’s property (including without limitation stored semen) held by LIC UK and being the subject of overdue charges or fees.
5. PRIVACY STATEMENT
When you deal with LIC UK, register, or make a purchase via its web site you will be asked to provide certain information about yourself. LIC UK may collect personal information from third parties such as credit reference agencies; [ ].
Your personal information will be processed for the following purposes:
- to provide the goods, services or information you have requested;
- to check your credit worthiness;
- to send you news, information about our activities and general promotional material which we believe may be useful to you where you have provided your consent;
- to monitor who is accessing the web site or using services offered on the web site;
- for internal record keeping and administration;
- to profile the type of people accessing the web site; and
- to help provide and/or improve LIC UK's services and products.
Your personal information may be shared with:
- LIC UK's Group;
- third parties where necessary for a reasonable business purposes;
- credit checking agencies;
6. ACKNOWLEDGEMENT AND LIMITATION OF LIABILITY
You acknowledge that farming carries inherent risks and variables which are outside our control and which may affect the results achieved through the use of any products and/or services supplied by us. We do not give, and our employees and agents do not have the authority to give, any representation or warranty of any sort, whether express or implied, as to the results and/or performance to be achieved or expected from any products and/or services, nor to make any admission against our interests other than as provided in writing by the Chief Executive Officer of LIC for the time being.
Subject to the next paragraph, we shall not be liable for any loss, damage, injury or claim of any kind (including loss of profit, loss of business, loss of opportunity, direct, indirect, consequential or special loss or damage) however caused (whether arising in contract, tort (including negligence) statute or otherwise) suffered by or made against You or any third party and arising in connection with or flowing from any product and/or service supplied by us (including a total or partial supply failure or performance impairment), or the use or disclosure (including total or partial non-disclosure) of any information, by us.
Nothing in these Terms and Conditions shall exclude or limit liability of LIC UK or its Group for: (i) death and/or personal injury resulting from the negligence of LIC, its Group or its directors, officers, employees, contractors or agents; (ii) fraud and/or fraudulent misrepresentation by it, or its directors, officers, employees, contractors or agents; (iii) any other losses to the extent they are not capable of excluded of limited by law.
Despite the above, LIC UK's overall liability under these Terms and Conditions or if we are found to be liable for any loss, damage, injury or claim of any kind, then our aggregate liability, whether arising in contract, tort (including negligence), statute or otherwise in any other circumstances whatsoever including in connection with products and/or services, shall not in any event exceed the net purchase price paid by You in respect of the relevant product and/or service or, at Our sole discretion, the replacement of such product and/or service.
Force Majeure: If LIC UK is prevented from fulfilling its obligations under this Agreement by reason of any supervening event beyond its control (including but not limited to war, national emergency, flood, earthquake, strike or lockout or illness) and is unable to fulfil its obligations, it shall immediately give notice to You and shall do everything in its power to resume full performance of its obligations as soon as possible. Subject to compliance with this clause, LIC UK shall not be deemed to be in breach of its obligations under these Terms and Conditions during the this period of incapacity and You shall continue to perform your obligations under these Terms and Conditions save only in so far as You are dependent on the prior performance of LIC UK of obligations which is cannot perform during the period of incapacity. If the period of incapacity exceeds 3 (three) months then these Terms and Conditions shall automatically terminate unless the we agree otherwise with You in writing.
Compliance with laws: You will comply with all applicable laws, regulations and orders in force from time to time including such laws, regulations and orders (i) imposing sanctions (including trade restrictions and economic (including financial) sanctions) on countries, individuals or entities and (ii) relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.
Whole agreement: These Terms and Conditions contains the whole agreement between LIC UK and You and supersedes any prior written or oral agreement, and LIC UK and You agree they have not entered into this agreement upon the basis if any representations that any not expressly incorporated into these Terms and Conditions. No oral explanation or oral information given by LIC UK or You shall alter the interpretation of these Terms and Conditions.
Joint and several: All agreements on either part of LIC UK and You which comprises more than one person or entity shall be joint and several.
No modification: These Terms and Conditions may not be modified except by an instrument in writing signed by LIC UK and You or our duly authorised representatives.
Severance: In the event that any provision of these Terms and Conditions is declared to be void, voidable, illegal or otherwise unenforceable, it may be severed from these Terms and Conditions and the remaining provisions shall remain in full force and effect.
Assignment: You shall not be permitted to assign, transfer, sub-license or charge any or all of the rights or obligations under these Terms and Conditions without the prior written consent of LIC UK.
VAT: All sums payable to LIC UK are exclusive of VAT which shall where applicable be paid in addition at the rate in force at the due time for payment subject to You being supplied with a VAT invoice.
No partnership: Nothing in these Terms and Conditions shall be deemed to constitute a partnership between LIC UK and You no the relationship of employer and employee under a contract of service nor the relationship of principal and agent.
Third parties: Save for LIC UK's Group, these Terms and Conditions do not confer any benefit on any person not a party to it whether under the Contract (Rights of Third Parties) Act 1999 or otherwise.
Governing law and jurisdiction: These Terms and Conditions and any dispute or claim arising out of or in connection with it or its subject matter of formation (including non-contractual disputes or claims) is governed by, and will be construed in accordance with the law of England. Both parties submit to the exclusive jurisdiction of the courts of England to settle any dispute or claim that arises out of or in connection with these Terms and Conditions of its subject matter or formation (including non-contractual disputes or claims).