Samen NZ Terms and Conditions of Sale
These terms and conditions of sale (‘Terms’) apply every time you purchase semen from us / Samen NZ.
1. By purchasing semen from us: 1.1. You agree to be bound by these Terms; and 1.2. When you are purchasing semen on behalf another legal entity (e.g. your employer or principal), you confirm are authorised to agree to these Terms on behalf of that entity and legally bind it.
2. These Terms set out everything agreed between you and us relating to the purchase of semen. Any other terms, conditions, warranties, expressed, implied or written are excluded. In particular, you are purchasing semen for the purpose of trade and the Consumer Guarantees Act 1993 does not apply.
3. We will issue an invoice upon delivery of the semen. Payment of the invoice is due in full on the 20th of the month after the date of the invoice (“the due date”). If you fail to pay on the due date, you will be charged, and you agree to pay interest at the rate of 2.5% per month on all overdue amounts from the due date until payment is made in full and an administration fee of $25 per month.
4. Unless you can establish otherwise through reasonable documentary evidence, the delivery note issued when we dispatch semen to you will be proof that semen of the right quantity and description was delivered in good order to you. This is regardless of whether you were present on site at the time of delivery.
5. Risk of loss of and damage to the goods passes to you at the point of dispatch. In particular, we are not liable for any damage to the goods during shipping.
6. If you wish to cancel all or any part of an order at any time before dispatch, you will pay to us a cancellation fee of 5% of the value of the amount cancelled.
7. While we make every reasonable effort to supply you with high quality semen promptly, this is subject to availability which we cannot control. Accordingly, we make no warranty as to the description, quality, productiveness, or the results obtained from uses of the semen or as to our ability to deliver semen to you within a certain timeframe.
8. Our liability on any claim whether in negligence or contract or otherwise, with respect to semen purchases by you will not exceed the purchase price of the relevant semen. In no event will we be liable for any incidental, consequential or additional costs, loss or damage.
9. You will at all times indemnify and keep us indemnified against any and all claims, loss, damages, costs, or other expenses of any nature incurred or suffered by us arising out of or in connection with your non-compliance with these Terms.
10. These Terms, and any dispute relating to them, are governed by and must be interpreted in accordance with the laws of New Zealand. The Courts of New Zealand have non-exclusive jurisdiction in relation to any dispute connected with these Terms.
11. Any part of these Terms are severable, and if any is held to be illegal or unenforceable for any reason, then such illegality or unenforceability will affect only that portion of these Terms, and the remainder will remain in full force and effect.
12. For dairy genetics contact Samen NZ Genetics program manager for written release to ensure no Intellectual Property rights apply.
13. Otherwise you agree and acknowledge that you are purchasing semen from us solely for the purpose of artificial insemination to facilitate pregnancies within your own herd. To this end, no semen or genetic material/information found to be existing in offspring (whether born or unborn) bred using semen supplied by Samen NZ or their descendants, is permitted to be provided, or accessed by third parties: 13.1.1. for use in screening or a study; or 13.1.2. for use in editing the genome of another animal; 13.1.3. used to produce semen without written consent being first obtained from Samen NZ’s Genetics Program Manager.
14. You may freely sell or otherwise dispose of any female offspring bred using semen supplied by us (whether directly or indirectly). However, any male offspring from said female will be subject to clauses 13,15, 16 and 17 below.
15. If the offspring bred using semen supplied by Samen NZ or any descendant of an animal sired by Samen NZ semen is male and of interest for artificial breeding you will offer Samen NZ a first right of refusal to purchase that offspring, at a fair and reasonable market price. Samen NZ will be under no obligation to purchase the male offspring, though, in the event Samen NZ elects not to purchase, the male offspring may be sold, provided it is always a condition of sale that male offspring (and any descendants thereof) may only be used as a service bull for natural mating only (i.e. not for the collection of semen nor artificial breeding/artificial insemination), unless a written release is sought and granted – by Samen NZ’s Genetics Program Manager – any descendants of this natural service bull are still the intellectual property of Samen NZ and subject to this agreement.
16. You will ensure that any third party purchasing offspring (or descendants thereof) bred using semen supplied by us is informed of, and agrees in writing to comply with, clauses 13 to 19.
17. You will at all times keep accurate records of your dealings with semen supplied by us and with offspring bred using such semen (including when sold and to whom), including records showing that the written release/consent/compliance mentioned in clauses 13, 15 and 16 above was obtained.
18. Should you breach any part of these Terms, any and all intellectual property created or arising out of, or resulting from, such breach will: 18.1. belong to Samen NZ; 18.2. be subject to a five NZD per straw royalty fee to Samen NZ for all semen sold prior to discovery of such a breach and continue for the lifetime of such product remains sold and will therefor apply to any descendant of such an animal if created and marketed; 18.3. require all legal costs and cost associated with the breach including commercial loss to be borne by you; 18.4. create a royalty free licence for Samen NZ in relation to any Intellectual Property rights obtained or claimed, based on Samen NZ genetic material/information.
19. These terms and conditions apply no matter by what means you came to control or possess: – genetic material/information; – semen; or – offspring;
supplied or originating from Samen NZ.