These terms and conditions (the “Terms") govern the purchase, sale and use of all Genus IntelliGen Technology products and services offered by ABS Global, Inc. or its affiliates (“IntelliGen”), including without limitation sex semen processing services, sexed semen, or processing equipment (“Products or Services and Services”). Please read these Terms carefully, as your use or purchase, or your employees’ or representatives’ use or purchase on your behalf (collectively or individually, “you”), of Products or Services constitutes your confirmation and agreement be bound by these Terms. IntelliGen reserves the right to make changes to these Terms from time to time.
PURCHASE & SHIPPING
By placing an order for Products or Services you confirm that you are authorized to make the purchase. All orders are subject to acceptance by IntelliGen and availability. All sales are final, cannot be canceled, and are non-refundable unless otherwise noted in these Terms. Upon receipt, you shall inspect the Products or Services to confirm that they are as ordered. You must notify IntelliGen of any loss, damage, or error as to Product type or quantity (“Nonconforming Products or Services”) within 7 days of delivery, and IntelliGen will replace or refund in accordance with the warranty described below. Customer shall return or destroy all Nonconforming Products or Services as instructed by IntelliGen.
Payment terms are as listed in statement/invoice. You shall provide IntelliGen with any information or documentation necessary for IntelliGen to invoice you the amount due to IntelliGen. IntelliGen may audit your records no more than annually to confirm any information provided to IntelliGen under this section. Payment of sales tax is your responsibility and shall be applied to orders in accordance with all applicable tax laws. All Products or Services ship Incoterms 2010 CPT (first carrier) to the invoice location, unless otherwise stated by IntelliGen. Except with respect to the Genetic Materials, title to the Products or Services will pass to the customer at first carrier.
USE
IntelliGen Products or Services are approved for animal agriculture use only. Sexed semen may be used solely for single artificial insemination of a single bovine, with the intent to produce a single offspring. You may not export Products or Services outside of the United States, sell or transfer Products or Services to any third-party, without the prior written consent of IntelliGen. All other uses of the Products or Services are strictly prohibited without the prior written consent of IntelliGen. No license to use the Genus IntelliGen technology is granted by these Terms.
WARRANTIES AND LIABILITY
All Products or Services provided by IntelliGen are sold "AS IS". IntelliGen SPECIFICALLY GIVES NO WARRANTY OF MERCHANTABILITY, HEALTH, OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT AS SPECIFICALLY STATED IN THESE TERMS AND TO THE EXTENT ALLOWABLE BY LAW, ALL OTHER WARRANTIES ARE DISCLAIMED. IntelliGen specifically disclaims any warranty of (a) the genetic make-up of the Product; (b) the performance of the Product, or the characteristics or performance of the offspring of the Product; and (c) the absence of pathogens from the Product. The warranty described above is contingent upon the proper use by you of the Products or Services in line with industry standards and in compliance with these Terms, and does not cover any Products or Services which have been modified in any manner or subject to abuse, neglect, misuse or alteration. If a Product offered by IntelliGen itself is not as described under such warranty, your sole remedy is to return it in unused condition and a credit up to the purchase price of the Product will be issued to your account. IntelliGen attempts to be as accurate as possible in its Product descriptions. However IntelliGen does not warrant that Product descriptions, marketing materials, website content, or other documentation or information related to the Products or Services is accurate, complete, reliable, current, or error-free.
LIABILITY DISCLAIMER.
IntelliGen, ITS AFFILIATES, AND EACH OF THEIR EMPLOYEES, OFFICERS, AND DIRECTORS (“INTELLIGEN PARTIES”) ENTIRE LIABILITY ON ANY CLAIM ARISING FROM OR RELATED TO THE PRODUCTS (WHETHER FROM BREACH OF WARRANTY, CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR FIDUCIARY DUTY) SHALL NOT EXCEED THE PURCHASE PRICE PAID TO IntelliGen FOR THE PRODUCTS THAT ALLEGEDLY CAUSED THE LOSS, OR IF IntelliGen SO ELECTS, REPLACEMENT OF THE PRODUCT. IN NO EVENT SHALL ANY IntelliGen PARTY BE LIABLE FOR INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR MULTIPLIED DAMAGES OR LOST PROFITS SUSTAINED BY YOU OR ANY OTHER PERSON, OR FOR ANY FAILURE OF COWS TO CALVE. YOU AGREE NOT TO ASSERT ANY NON-CONTRACTUAL CLAIM ARISING UNDER STATE LAW ARISING FROM OR RELATED TO YOUR PURCHASE OR USE OF ANY PRODUCT. HAVING THE EXPERTISE AND KNOWLEDGE IN THE INTENDED USE AND CARE OF THE PRODUCTS, YOU ASSUME ALL RISK AND LIABILITY ARISING FROM OR RELATED TO YOUR USE, HANDLING, OR STORAGE OF THE PRODUCTS OR RELATED TO DEFECTS IN ANY STORAGE CONTAINERS OR TANKS CONTAINING PRODUCTS.
Liquid Nitrogen Notice
You shall transfer all semen Products from shipping tanks to your own nitrogen tanks immediately upon receipt. You are responsible for providing and maintaining liquid nitrogen tanks, including nitrogen levels and tank operation at all times. IntelliGen may provide liquid nitrogen services to customers as an ancillary service. Such services are provided on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, the IntelliGen Parties shall not be responsible for any loss and/or damages, direct or indirect, arising out contract, tort, or fiduciary duty by providing liquid nitrogen to you. To the extent allowable by law, all liability for the supply, maintenance, or servicing of liquid nitrogen storage tanks is expressly disclaimed by IntelliGen Parties.
INDEMNITY
You agree to defend, indemnify and hold all IntelliGen Parties harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys' fees, in any way arising from, related to or in connection with (a) your use of IntelliGen Products or Services; (b) your breach or alleged breach of these Terms; (c) your violation of any third-party right, including any intellectual property right, publicity, confidentiality, property or privacy right; (d) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including all regulatory, administrative and legislative authorities; and (e) any misrepresentation made by you.
TRADEMARKS
Trademarks, logos and service marks displayed on IntelliGen materials, Products or Services, websites, or elsewhere as authorized by IntelliGen are registered and unregistered trademarks of IntelliGen (“IntelliGen Marks”). No license or right to use any IntelliGen Mark is granted by these Terms. Use of the IntelliGen Marks by you is prohibited.
DATA & SOFTWARE
Some Products or Services allow you to download IntelliGen owned or licensed software ("Software") onto your computer or device, which may update automatically. IntelliGen grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Software, solely in connection with the Products or Services. To the extent any component of the Software is offered under a third-party sub-license, you must use that Software in compliance with the terms and policies of the third-party supplier, in addition to these Terms. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Software or Products or Services, attempt to do so, or assist anyone in doing so. As part of IntelliGen’s effort to continually improve its Product offerings, IntelliGen employees or Distributors may collect data or information, including herd performance data, from your technology systems (“Data”). By permitting IntelliGen employees or Distributors to access your Data, you grant IntelliGen a non-exclusive, perpetual, irrevocable, royalty-free, transferable, worldwide license to use the Data for IntelliGen business purposes. IntelliGen understands that maintaining anonymity of your Data is important to your business operations, and will not use your Data in a way that discloses your individual identifying information to the public. Any data, reports, information or intellectual property created, generated or discovered by IntelliGen from the Data (individually or in aggregate) is the sole property of IntelliGen, and no ownership rights in such data, reports, information or intellectual property shall transfer to you or any third-party.
COMPLIANCE WITH LAWS
You agree to comply with all applicable laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including all regulatory, administrative and legislative authorities, including without limitation any anti-corruption and bribery law, policy or regulation, in connection with your purchase or use of the Products or Services and in your dealings with IntelliGen.
ENTIRE AGREEMENT & INTERPRETATION
These Terms are governed by and construed in accordance with the laws of the State of Wisconsin, USA without giving effect to any principles of conflicts of law. You irrevocably submit to the exclusive jurisdiction of the Federal and State courts of Wisconsin, USA over any claim or matter arising out of or related to these Terms or your purchase or use of IntelliGen products.
ENTIRE AGREEMENT & INTERPRETATION
These Terms are governed by and construed in accordance with the laws of the State of Wisconsin, USA without giving effect to any principles of conflicts of law. You irrevocably submit to the exclusive jurisdiction of the Federal and State courts of Wisconsin, USA over any claim or matter arising out of or related to these Terms or your purchase or use of IntelliGen products.
WAIVER, SEVERABILITY & ASSIGNMENT
IntelliGen’s failure to enforce any provision of the Terms is not a waiver of its right to do so later. If a provision is found unenforceable or invalid for any reason, the remaining provisions of the Terms will remain in full force and effect. You may not assign any of your rights under these Terms, and any such attempt shall be void. IntelliGen may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with IntelliGen.
MODIFICATION
IntelliGen may revise these Terms from time to time, and will post the most current version on our website. You are bound by any revision and should review these Terms periodically. If any provision of these Terms is deemed invalid, void, or unenforceable for any reason, that provision shall be severed and shall not affect the validity or enforceability of any remaining provision, and the parties shall substitute for the invalid provision a provision that most closely approximates the intent and economic effect of the invalid provision.