TERMS AND CONDITIONS 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 Ireland or LIC (directly or indirectly) or the manner in which the Customer came into possession or use of any LIC Semen.
You and Your means the Customer, being the person or persons who have been supplied with LIC Semen.
LIC Ireland means LIC Ireland Ltd, a company registered in Ireland (company registration number 255402) 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 Ireland or LIC.
Group means LIC Ireland, its subsidiaries, its holding company (LIC) and all subsidiaries of LIC from time to time and in relation to You includes any undertaking which is a holding company or subsidiary of you or of such holding company. The terms "holding company" and "subsidiary" having the meanings given to them in sections 8 and 7 of the Companies Act 2014 respectively.
Offspring means the first-generation male offspring of matings using LIC Semen.
1. CONDITIONS ON USE OF OFFSPRING OF LIC SEMEN:
You must not, except with LIC Ireland’s prior written permission, for a period of five years from the birth of an Offspring, 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 Terms and Conditions to the Transferee in the form directed by LIC Ireland from time to time and delivering the original agreement to LIC Ireland 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 Ireland 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 Ireland and their subsidiaries.
2. CONDITIONS ON USE OF LIC SEMEN
You acknowledge that LIC is the sole proprietor (or authorised licensee) of all intellectual property rights contained in all LIC Semen and LIC Ireland is an authorised licensee of LIC.
(b) When supplying You with LIC Semen, LIC Ireland 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:
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;
(e) You will not, except with LIC Ireland’s prior written permission, source, purchase or acquire any LIC Semen from any person who is not LIC Ireland, LIC, an authorised agent or distributor of LIC Ireland 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 and keep indemnified LIC Ireland and LIC on demand for all actions, claims, costs, damages and expenses and losses whatsoever caused to LIC Ireland 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 Ireland these terms and conditions are intended to be for the benefit of and enforceable by LIC.
(h) If the whole or any part of a provision of these Terms and Conditions is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, that provision will be read down to the extent necessary and reasonable in all circumstances to give it a valid operation or partial character and further that shall not affect the legality, validity or enforceability under the law of that jurisdiction of the remainder of the provision in question or any other provision of these Terms and Conditions and the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of these Terms and Conditions.