Transfer of Title:
Property in and title to the product shall remain with Alta Genetics Inc. (hereinafter called Seller) until such time as the product is delivered to and paid for in full by the customer.
Seller warrants that it has good title to the products sold. Seller further warrants that the semen/embryos sold will be processed according to the regulations and requirements of the Health of Animals branch, Canada Department of Agriculture. SELLER MAKES NO OTHER WARRANTY OF ANY KIND AND HEREBY DISCLAIMS ALL WARRANTIES, BOTH EXPRESS AND IMPLIED, OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The liability of Seller for any defective semen/embryos or semen/embryos damaged in shipment or lost by Seller will be replaced, or the purchase price shall be refunded at the option of the Seller. Seller’s liability shall be limited in any event to either replacement of the product or refund of the purchase price at the option of the Seller. Seller’s liability shall be limited in any event to either replacement of the product or refund of the purchase price at the option of the Seller.
Notwithstanding anything else to the contrary, Seller’s aggregate maximum liability to customer is limited to either replacement of the product or refund of the purchase price at the option of the Seller. Seller will not be liable to customer for any consequential, special, punitive or indirect damages or for loss of profits, loss of business, loss of opportunity, or similar.
For certainty, customer agrees that Seller shall not be liable to customer for lost profits, whether they are considered to be direct, consequential or indirect losses, and regardless of whether such profits were foreseeable to Seller at any time.
From time-to-time, Seller contracts with independent contractors (hereinafter called Contractors) to provide products and services to them including, not limited to, direct product sales and invoicing for services rendered to customers by Contractors. In this way, the customer receives only one invoice for products and services. While Seller provides this service as a convenience to its customers. Seller assumes no responsibility or liability for the actions or work of Contractors, and makes no representation or warranty, express or implied, with respect to any services provided to customers by Contractors. Seller hereby disclaims the warranty of merchantability and fitness for purpose with respect to services provided by Contractors. Contractors are not the agents, employees, or servants of Seller and Contractors are not authorized to contract for or on behalf of Seller. Should Seller agree to bill for services rendered by Contractors, no presumption shall arise that an agency or employment relationship exists between Seller and Contractors. If you have a problem with goods or services provided to you by Contractors, you agree that your recourse shall be limited solely to Contractors and that Seller shall have no liability of any kind whatsoever.
In the case of sorted semen, the Customer shall only use each straw of sorted semen purchased or otherwise acquired for the single artificial insemination of one female bovine with intent to produce a single offspring (“Single A.I. Use”). “Single Use A.I. is to be interpreted as a single straw only used once to artificially inseminate a single naturally ovulating or estrus synchronized female of the same species as the semen, as long as the following conditions are met:) the female has not been super-ovulated, and the resulting embryo is not flushed or transferred into a recipient, but remains in the female where the embryo is fertilized until no longer viable, or resulting in the birth of a calf. The Contractor, Inguran d/b/a Sexing Technologies of Navasota, Texas, shall be a third-party beneficiary having a right to restrict the Customer’s use of sorted semen.
THESE TERMS AND CONDITIONS MAY BE UNILATERALLY MODIFIED BY SELLER FROM TIME TO TIME AT SELLER’S SOLE DISCRETION