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Genus Breeding is part of the world's leading provider of bovine genetics and reproduction services, marketing in more than 70 countries around the globe. Alongside this is its technologically advanced range of forage, nutrition, foot and udder care products. Through Genus' extensive research and development programme, its cutting edge technology is being used to maximise the potential of beef and dairy farms throughout the world.

Genus Breeding is part of ABS Global, a division of Genus plc.

 

 

Our Terms and Conditions

 

For the provision of Livestock Technician Services and other Services and the Supply of Goods

 

Your attention is drawn to the clauses in these Conditions in bold type which exclude or limit Genus Breeding Limited’s liability.

 

Genus Breeding Limited Terms and Conditions

For the provision of Livestock Technician Services and other

Services and the Supply of Goods

Your attention is drawn to the clauses in these Conditions in bold

type which exclude or limit Genus Breeding Limited’s liability.

1. Definitions

1.1 In these terms and conditions:

“AI Technician” or “RMS Technician” means an artificial

insemination technician providing the Genus AI Technician Service;

”Appointed Agent” means the Customer’s agent who is working

on behalf of the Customer and has been notified as such in Writing

to Genus by the Customer;

“Authorised Recipient” has the meaning given in Condition 22.3;

“Batch Number” means the number printed onto the semen straw

which indentifies the semen collection date of that specific straw of

semen;

“Buyer Group” means a group of customers who have agreed

between themselves to place Orders collectively on behalf of their

Member Farms, but for the purpose of the Contract one of the

Member Farms will be the Customer;

“Conditions” means these terms and conditions as amended from

time to time in accordance with clause 2.5;

“Confidential Information” has the meaning given in Condition

22.1;

“Contract” means a contract for the provision of Services and/or

the supply of Goods by Genus to the Customer whether made

verbally or in Writing;

“Customer” means the person from whom an Order to provide

Services and/or supply Goods is received by Genus;

“Defra” means the Department for Environment, Food and Rural

Affairs;

“DPA” means the Data Protection Act 1998;

“Farm Flask” means the farm flask owned and used by a Customer

or Farmer Customer for the storage of animal semen;

“Farmer Customer” means the third party who the Customer

instructs Genus in Writing to deliver Genus Semen and/or Non-

Genus Semen and/or provide Services to, including where applicable

a Member Farm(s);

“Force Majeure” means any event or circumstances beyond Genus’

reasonable control, including (without limitation) strikes, lock-outs

or other industrial disputes (whether involving its own workforce or

a third party’s), failure of energy sources or transport network, acts

of God, war, terrorism, riot, civil commotion, interference by civil

or military authorities, national or international calamity, armed

conflict, malicious damage, breakdown of plant or machinery,

nuclear, chemical or biological contamination, sonic boom,

explosions, collapse of building structures, fires, floods, storms,

earthquakes, loss at sea, epidemics or similar events (human or

animal), including without limitation outbreaks of Foot and Mouth

Disease and/or similar animal disease which affects Genus’ provision

of the Goods and/or Services, natural disasters or extreme adverse

weather conditions, compliance with the law or a governmental

order, rule, regulation or direction, any default of suppliers or

subcontractors, or any act or omission on the part of the Farmer

Customer;

“Genus” means Genus Breeding Limited (registered in England with

no. 1192037) whose registered office is situated at Belvedere House,

Basing View, Basingstoke, Hampshire, RG21 4HG and also, where

the context so admits, any authorised representative (whether an

employee or sub-contractor) of Genus;

“Genus AI Technician Service” means the insemination service

operated by Genus, whereby Genus inseminates Customers’ cows

with Genus Semen and/or Non-Genus Semen in accordance with

instructions from the Customer;

“Genus Distribution Service” means the service whereby Genus

uses its own transport and/or an independent carrier arranged by

Genus to deliver Genus Semen and/or Non-Genus Semen to

Customers or Genus Semen to the Other AI Provider;

“Genus DIY Service” means the service whereby Genus delivers

Genus Semen and /or Non-Genus Semen to the Customer and/or

Farmer Customer to be held in a Farm Flask(s) in accordance with

instructions from the Customer;

“Genus Items” shall mean the items supplied by Genus required for

the RMS service, which Genus shall store at the Customer/Farm

Customer’s farm in accordance with in Condition 15.8, including

without limitation paint sticks, Genus RMS Technician clothing,

Genus RMS Technician storage flask and its contents.

“Genus Semen” means animal semen supplied by Genus;

“GMS” means Genus’ Genetic Management System;

“Goods” means the Goods which Genus is to supply, distribute

and/or store under the Contract including, without limitation, Genus

Semen, teat dips, silage additive, liquid nitrogen and any other goods

offered for sale by Genus from time to time as specified in the Order;

“Intellectual Property” means:

(a) patents, trade marks, service marks, registered designs,

applications for any of those rights, trade and business names,

unregistered trade marks and service marks, copyrights, know-how,

rights in designs and inventions;

(b) the sui generis right for the maker of a database to prevent

extraction or re-utilisation or both of the whole or a substantial part

of the contents of that database, as described in Directive 96/9/EC

on the legal protection of databases;

(c) rights under licences, consents, orders, statutes or otherwise

in relation to a right in paragraphs (a) and (b); and

(d) rights of the same or similar effect or nature as or to those in

paragraphs (a), (b) and (c),

in each case in any jurisdiction;

“Literature” means Genus' catalogues, pamphlets, price lists

advertising literature and other published literature;

“Local Genus Service Centre” means a Genus delivery and

collection point before onward delivery;

“Member Farm” means a member of a Buyer Group and the term

Member Farms shall be construed accordingly;

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“New Owner” has the meaning set out in Condition 15.5;

“Non-Genus Semen” means animal semen owned and supplied by

the Customer, including semen supplied by another provider;

“Order” means an order placed by the Customer for the provision

of Services and/or the supply of Goods whether verbally or in

Writing;

“Other AI Provider” means a provider (other than Genus) which

offers an artificial insemination service, as specified by the Customer

in Writing;

“Personal Data” means personal data (as defined in the DPA) which

is supplied to Genus by the Customer or obtained by Genus in the

course of Genus providing the Goods and/or Non-Genus Semen

and/or Services;

“Recommendations for Use” means the recommendations (if any)

relating to the storage, handling, application and/or use of the Goods

and/or Non-Genus Semen contained in the Literature (or if relevant,

the published literature of a Supplier), product labelling or any

recommendations made in Writing by an authorised representative

of Genus (or if relevant, a Supplier);

“RMS” means Genus’ Reproductive Management System;

“Semen Distribution Service” means the Genus DIY Service or

the Genus Distribution Service as the case may be;

“Semen Storage Service” means the service whereby Genus stores

Genus Semen and/or Non-Genus Semen in liquid nitrogen vessels

at TCSU, Genus regional centres or in Genus AI Technician semen

flasks for Customers for a monthly fee.

“Services” means the services to be provided by Genus under the

Contract including, without limitation, any or all of the following:

(a) consultancy services;

(b) the storage and transportation of Genus Semen and/or Non-

Genus Semen via the Genus DIY Service and/or Genus Distribution

Service;

(c) the artificial insemination of a cow or heifer with Genus

Semen and/or Non-Genus Semen via the Genus AI Technician

Service;

(d) the provision of the RMS and/or GMS services;

(e) liquid nitrogen top-ups; and

(f) any other services to be provided by Genus as specified in

the Order;

“Special Terms” means any additional terms and conditions made

available by Genus from time to time and which are agreed by the

parties which relate to the provision of any particular Goods or

Services;

“Supplier” means any person who or which supplies the Goods

and/or provides the Services to Genus in substantially the form

which they are supplied and/or provided to the Customer;

“Supply” includes, where the context so admits, any lease, hire or

loan of the Goods and "supplied" shall be construed accordingly;

“TCSU” means Genus’ Towcester Central Storage Unit;

“Writing” includes typing, printing, lithography, photography,

facsimile transmission and other modes of representing or

reproducing words in a legible and non transitory form but excludes

electronic mail;

“Working Days” means any day on which banks are generally open

for business in the City of London (other than Saturdays, Sundays

or public holidays);

1.2 In these terms and conditions words importing the singular

number shall include the plural and vice versa; words importing any

gender shall include all other genders; words importing persons shall

include bodies corporate, unincorporated associations, partnerships

and individuals; and headings are for convenience only and shall not

affect interpretation.

2. Orders, acknowledgements, conditions and variations

2.1 An Order constitutes an offer by the Customer to purchase

the Goods and/or Services in accordance with these Conditions. The

Customer is responsible for ensuring that the terms of the Order are

complete and accurate.

2.2 Notwithstanding that Genus may have given a detailed

quotation or estimate either verbally or in Writing, an Order shall

only be deemed accepted when Genus issues an acceptance of the

Order in Writing or the Goods are delivered and/or the Services are

provided by Genus to the Customer pursuant to the Order (whichever

is earlier), at which point the Contract shall come into existence. All

Orders are subject to availability and Genus reserves the right without

incurring any liability whatsoever to refuse any Order in whole or in

part.

2.3 The Conditions and any Special Terms are incorporated in

the Contract and contain the entire agreement and obligations

between Genus and the Customer in relation to the Goods and/or

Services that are the subject of the Contract. In the case of any

inconsistency between the Conditions, any Special Terms, any letter

or quotation incorporating or referring to the Conditions, any Order

and (subject to Condition 2.4 below) any letter or form of contract

sent by the Customer to Genus, whatever may be their respective

dates, the provisions of the Conditions shall prevail.

2.4 These Conditions apply to the Contract to the exclusion of

any other terms that the Customer seeks to impose or incorporate, or

which are implied by trade, custom, practice or course of dealing. In

the event of Genus entering into the Contract without Genus having

submitted a written quotation or other letter or document

incorporating or referring to the Conditions, but in circumstances

where the Customer has had prior notice of the Conditions, then the

Contract shall be subject to the Conditions.

2.5 No variation of the Contract by the Customer shall be binding

upon Genus unless and until accepted in Writing by Genus, such

acceptance to be evidenced by the signature of an authorised

representative of Genus.

2.6 No representations or warranties made by or on behalf of

Genus, prior to the Contract (whether verbally or in Writing) shall

form part of the Contract.

2.7 A quotation for the Goods and/or Services given by Genus

shall not constitute an offer. A quotation shall only be valid for a

period of thirty (30) days from its date of issue.

3. Price

3.1 The price payable for the Goods shall be as set out in Genus’

retail price list current at the date of acceptance of the Order for the

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Goods. Genus may at its discretion vary such rate at any time or as

agreed in Writing between the parties.

3.2 The price payable for the Services shall be Genus’ current

rate at the date of provision of the Services. Genus may at its

discretion vary such rate at any time.

3.3 Any price set out in any quotation or estimate shall be

considered to have been given solely for information and shall not

constitute an obligation on the part of Genus that it will deliver the

Goods and/or provide the Services at that price.

3.4 All prices are exclusive of any applicable Value Added Tax

which shall be charged at the rate applicable at the date of invoice.

4. Terms of Payment

4.1 Notwithstanding any other provision of the Conditions,

Genus reserves the right to invoice and require payment for Goods

and/or Services in advance.

4.2 Unless otherwise agreed the price for the Goods and/or

Services shall be due and payable to Genus in sterling (in full and in

cleared funds) within twenty-eight (28) days of the date of invoice.

Time of payment is of the essence of the Contract.

4.3 If the Customer does not pay the whole or any part of the

price due to Genus under the Contract by the due date, then the

Customer shall pay to Genus interest on the amount outstanding

from the due date until the actual date of payment (whether before

or after judgement) at the rate of 4% per annum over the base rate

of Barclays Bank plc from time to time in force, which shall accrue

on a daily basis and be calculated on the basis of a year of 365 days.

The parties agree that this constitutes a substantial remedy in terms

of the Late Payment of Commercial Debts (Interest) Act 1998. The

Customer shall pay the interest together with the overdue amount

and any expenses incurred by Genus in connection with the recovery

of the outstanding amount (including legal costs).

4.4 So long as any payment due from the Customer to Genus is

outstanding, whether under the same or any other Contract or

transaction between Genus and the Customer, Genus shall have a

lien on any goods or property of the Customer (including without

limitation any Non-Genus Semen) in its possession and shall, at its

discretion, be entitled to retain them and/or suspend work on any

Contract until such payments have been made.

4.5 The Customer shall not be entitled to withhold payment of

any amount due to Genus by reason of any disputed claim by the

Customer in connection with the Contract, nor shall the Customer

be entitled to set-off against any amount payable under the Contract

to Genus any amount which is not then due and payable by Genus

or for which Genus disputes liability. Genus may at any time,

without limiting any other right to or remedies it may have, set off

any amount owing to it by the Customer against any amount payable

by Genus to the Customer.

4.6 All payments payable to Genus under a Contract shall

become due immediately on its termination despite any other

provision.

5. Delivery

5.1 Delivery of Goods shall be deemed to be effected by Genus

at the following times:-

5.1.1 where Goods (excluding Genus Semen) are delivered by

Genus or by an independent carrier arranged by Genus, when the

same are unloaded at the Customer’s premises or at premises

nominated by the Customer; or

5.1.2 where Goods (excluding Genus Semen) are collected by or

on behalf of the Customer, at the time that the Customer collects the

Goods; or

5.1.3 in the case of Genus Semen and/or Non-Genus Semen (as the

case may be), in the case of Genus AI Technician Service, the day

following the arrival of the semen at the Local Genus Service Centre;

in the case of Genus DIY Service, on delivery of the semen into

Customer’s or Farmer Customer’s Farm Flask, which will be up to 3

days after the semen arrives at the Local Genus Service Centre.

5.2 Provision of Services shall be deemed to be effected by

Genus at the time of completion by Genus of the Services.

5.3 Whilst Genus will make every reasonable effort to complete

the Contract by the date or dates therein specified for delivery of

Goods and/or Non-Genus Semen and/or provision of Services such

date or dates shall only constitute the times by which Genus expects

to effect such delivery and/or provision but the time for performance

of the Contract by Genus shall not be of the essence of the Contract.

Genus’ failure to so deliver and/or provide by the due date or dates

shall not constitute a breach of Contract and Genus may wholly or

partly suspend deliveries of Goods and/or Non-Genus Semen and/or

provision of Services and the Customer shall accept late delivery of

such Goods and/or Non-Genus and/or provision of Services and shall

not be entitled to any compensation in respect thereof.

5.4 Section 32(2) of the Sale of Goods Act 1979 does not apply

to the Contract, such that where Genus delivers Goods and/or Non-

Genus Semen to a carrier and the Goods and/or Non-Genus Semen

are lost or damaged in the course of transit, the Customer may not

automatically hold Genus liable for its failure to conclude a

reasonable contract with the carrier on behalf of the Customer and/or

hold Genus responsible in damages.5.5 Where Genus or an

independent carrier arranged by Genus are to deliver Goods

(including Genus Semen and/or Non-Genus Semen) onto Customer’s

and/or Farmer Customer’s farm , Genus or the carrier will leave the

Goods in safe place on the farm (in case of semen, in Customers

Farm Flask) to the extent that the same has been agreed between the

parties in advance.

6. Instalments

6.1 Where Goods and/or Non Genus Semen are to be delivered

and/or Services are to be provided by instalments, each instalment

shall be deemed to be provided or sold under a separate contract and

failure by Genus to provide any one or more instalments or any claim

by the Customer in respect of any one or more instalments shall not

entitle the Customer to treat the Contract as a whole as repudiated.

6.2 If Goods and/or Non Genus Semen and/or Services are to be

provided or delivered by instalments, Genus shall be entitled to

invoice each instalment as and when delivery and/or provision is

made and payment for all delivered and/or provided instalments shall

be due notwithstanding the non-delivery and/or non-provision of

other instalments or other default by Genus.

6.3 Failure by the Customer to make payment by the due date for

any one instalment for whatever reason shall entitle Genus to suspend

delivery of any Goods and/or Non Genus Semen and/or provision of

any Services under the Contract but without prejudice to any other

right Genus may have under any of the other provisions of the

Conditions.

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7. Semen Storage

Non-Genus Semen Storage

7.1 The Customer may deliver Non-Genus Semen to Genus at

TCSU only.

7.2 The Customer or their Appointed Agent must inform Genus

of the registration particulars of each new bull at least fourteen (14)

Working Days before delivering any of the Non-Genus Semen from

that new bull to Genus.

7.3 When the Customer delivers Non-Genus Semen to Genus

the Customer must notify Genus not less than five working days in

advance of any delivery of the Non-Genus Semen to TCSU (and

must achieve delivery within twenty four (24) hours of the stated

delivery time.

7.4 On each occasion when the Customer delivers Non-Genus

Semen to Genus the delivery must be accompanied by the following

paperwork:

7.4.1 if the Non-Genus Semen is from the UK, a certificate in the

form required by Genus signed by the Customer’s supervising

veterinary surgeon and dated no more than ten (10) Working Days

prior to the date of delivery;

7.4.2 if the Non-Genus Semen originates from outside the UK,

such appropriate export health certificates as are required by Genus;

7.4.3 the Customer’s and/or Farmer Customer’s full name and

delivery address including postcode and telephone contact number;

7.4.4 the bull’s full name and breed code (e.g. FH number);

7.4.5 the number of Non-Genus Semen units together with Batch

Numbers; and

7.4.6 the Customer’s instructions in relation to the required service

or delivery method for the Non-Genus Semen (i.e. Genus AI

Technician Service or a Semen Distribution Service) or if the Non-

Genus Semen is required to be stored at TCSU.

7.5 The Non-Genus Semen from each different bull and Batch

Number must be packed in a separate goblet.

7.6 If a delivery arrives without the above paperwork and/or

information (or if the Customer does not comply with the

requirements of this Condition 7) Genus reserves the right to refuse

to accept the delivery of Non-Genus Semen and to return it to the

Customer (at the Customer’s expense). Genus will not be obliged

to obtain nor be responsible for obtaining missing information.

7.7 The Customer agrees and warrants that it will ensure that it

delivers Non-Genus Semen to Genus in full compliance with the

requirements of The Artificial Insemination of Cattle (Animal

Health) (England and Wales) Regulations 1985 (as amended) and

all other relevant statutory provisions, regulations and codes of

practice in force from time to time. The Customer agrees that if it is

in breach of any such requirements and Genus suffers any loss or

cost as a result the Customer will indemnify Genus against such loss

and cost.

7.8 Genus does not count or check Batch Numbers of Non-

Genus Semen when it arrives at TCSU. The Non-Genus Semen is

booked onto the Genus computer system in the Customer’s name

with the quantity and Batch Number of units indicated on the

delivery paperwork which accompanies it. Genus will not be held

responsible for any discrepancy in the quantity which may be found

at a later date. Where the Customer requires that Non-Genus Semen

is counted and batch checked there is an additional charge for this

service as published in Genus’ current retail price list.

7.9 Where Customers elect to store Non-Genus Semen at TCSU,

Genus regional centres or in the technician flasks storage charges

will be applied. Genus may at its discretion vary the rate of such

charges at any time.

Genus Semen Storage

7.10 Where Customers elect to store Genus Semen at TCSU, a

Genus regional centre or in the Genus AI Technician flasks, storage

charges will be applied. Genus may at its discretion vary the rate of

such charges at any time.

8. Semen Distribution Services

8.1 Where the Customer requires Genus Semen and/or Non-

Genus Semen, as the case may be, to be distributed to the Customer

or a third party(ies), by Genus or an independent carrier, the

Customer shall provide clear written instructions in Writing to Genus

[fourteen (14) days] in advance of the provision of the relevant

Semen Distribution Service.

8.2 Genus will use reasonable endeavours to deliver Genus

Semen and/or Non-Genus Semen, as the case may be, within the

timescales set out in Conditions 8.4 and 8.6 below but time will not

be of the essence of this Contract in respect of any such deliveries.

The Customer agrees that Genus will have no liability for any delays

in delivery for any reason whatsoever beyond Genus’ reasonable

control (including without limitation any Force Majeure event).

8.3 From time to time, Genus may elect at its absolute discretion

to notify the Customer that it reserves the right to refuse to deal with

a particular Farmer Customer. Accordingly the Customer agrees that

Genus may at its discretion refuse to accept a delivery of Genus

Semen and/or Non-Genus Semen, as the case may be, for delivery

to such a Farmer Customer or to refuse to deliver Genus Semen

and/or Non-Genus Semen, as the case may be, to such a Farmer

Customer.

Genus DIY Service

8.4 Where the Genus DIY Service is to be used Genus will make

the Genus Semen and/or Non-Genus Semen, as the case may be,

available for delivery to the Customer or Farmer Customer on Genus’

next scheduled delivery date to Local Genus Service Centre falling

at least fifteen (15) Working Days after delivery of the Genus Semen

and/or Non-Genus Semen to TCSU.

Genus Distribution Service

8.5 In the case of delivery of Genus Semen and/or Non-Genus

Semen, as the case may be, (by Genus or an independent carrier) to

an Other AI Provider in connection with the Genus Distribution

Service, any fees charged by the Other AI Provider acting on behalf

of the Customer shall be the sole responsibility of the Customer.

Genus AI Technician Service

8.6 Where the Genus AI Technician Service is to be used Genus

will deliver Non-Genus Semen to the Customer or Farmer Customer

no later than ten (10) Working Days after delivery by the Customer

to TCSU, unless agreed otherwise by Genus and the Customer.

8.7 Where, after Non-Genus Semen has been transferred to a

Genus AI Technician’s field flask ready for delivery, the contract

between the Customer and the Farmer Customer for the supply of

such Non-Genus Semen is cancelled or terminated for whatever

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reason, then the Customer may, within a period of two (2) months

from the date of such cancellation or termination, either:

8.7.1 find an alternative local buyer for such Non-Genus Semen

(being a person to whom such Non-Genus Semen may be supplied

without requiring Defra’s consent); or

8.7.2 obtain the necessary approval of Defra to enable such Non-

Genus Semen to be transferred for approved quarantine and then ontransferred

to another buyer (in which case the Customer agrees to

pay Genus (in accordance with Genus’ published rate card from time

to time) for the storage and quarantine of such Non-Genus Semen

and for the additional transportation involved),

failing which, Genus reserves the right to destroy such Non-Genus

Semen after the expiry of such two (2) month period. The provisions

of clause 11.4 shall apply at all times notwithstanding any such

cancellation or termination.

8.8 The Customer acknowledges that, in using the Genus AI

Technician Service, a Farmer Customer may on occasion use more

straws of Non-Genus Semen than he has purchased from the

Customer. In such circumstances, Genus will inform the Customer

at intervals of no more than three (3) months of any such over-use

which occurs and the Customer agrees to promptly deliver to Genus

free of charge sufficient numbers of straws of Non-Genus Semen

from the same bull as shall be necessary to replenish stocks of the

Non-Genus Semen. In the event that the Customer fails to replenish

stocks of the Non-Genus Semen such that Genus can no longer

perform the relevant Contract, Genus may at its discretion suspend

work on, or terminate, the Contract with the Customer until such

stocks have been replenished, without incurring any liability to the

Customer or any Farmer Customer.

8.9 From time to time Genus will inform the Customer of any

“faulty” straws of Non-Genus Semen (e.g. broken or blown straws)

identified by Genus AI Technicians at the time of use and the

Customer undertakes to replace such straws free of charge.

Alternatively, Genus will leave the faulty straws on the Farmer

Customers premises, and it will be the responsibility of the Farmer

Customer to notify the Customer to replace the straws free of charge.

9. Indemnities

9.1 The Customer understands and acknowledges that this

Contract is between Genus and the Customer and not between Genus

and the Farmer Customer. Accordingly for the purposes of the

Contract, all Non-Genus Semen delivered by the Customer to Genus

for delivery via a Semen Distribution Service will be deemed to

remain the Customer’s property for so long as it remains subject to

the Semen Distribution Service.

9.2 The Customer agrees to indemnify Genus against all and any

claims, liabilities, expenses, damages or losses (including any direct,

indirect or consequential losses, loss of profit, loss of reputation and

all interest, penalties and legal and other reasonable professional

costs and expenses) suffered or incurred by Genus arising out of or

in connection with any claim made against Genus by Farmer

Customers relating to the genetic and general quality, capability,

condition and characteristics of Non-Genus Semen which the

Customer supplies to them via the Semen Distribution Service.

10. Suspension and termination

10.1 If the Customer becomes subject to any of the events listed

in Condition 10.2 , or Genus has reason to believe that the Customer

is about to become subject to any of them and notifies the Customer

accordingly, then, without limiting any other right or remedy

available to Genus, Genus may;

10.1.1 stop any Goods and/or Non-Genus Semen in transit and

suspend further deliveries; and/or

10.1.2 suspend provision of any Services under the Contract; and/or

10.1.3 hold by way of lien all materials or other property of the

Customer in the possession of Genus in respect of work carried out

or to be carried out by Genus for the Customer or for the general

balance of account for the time being owing to Genus by the

Customer; and/or

10.1.4 exercise its rights under Condition 16.3; and/or

10.1.5 terminate the Contract forthwith; and,

if the Goods and/or Services or any part of them have been provided

but not paid for, the price shall become immediately due and payable

notwithstanding any previous agreement or arrangement to the

contrary but without prejudice to Genus' rights to any unpaid price

for the Goods delivered and/or the Services provided under the

Contract and to damages for loss (whether direct, indirect or

consequential) suffered in consequence of such termination.

10.2 For the purposes of Condition 10.1, the relevant events are:

10.2.1 the Customer fails to give delivery instructions or take

delivery of the Goods and/or Non-Genus Semen or make any

payment when it becomes due (either under the Contract or under

any other Contract or transaction between Genus and the Customer)

or commits any other breach of the Contract and fails to remedy the

same within seven (7) days of receiving Genus' request in Writing

so to do, or shall act in such a way as to impede or interfere with

Genus' performance of the Contract;

10.2.2 the Customer suspends, or threatens to suspend, payment of

its debts, or is unable to pay its debts as they fall due or admits

inability to pay its debts, or (being a company) is deemed unable to

pay its debts within the meaning of section 123 of the Insolvency Act

1986, or (being an individual) is deemed either unable to pay its debts

or as having no reasonable prospect of so doing, in either case, within

the meaning of section 268 of the Insolvency Act 1986, or (being a

partnership) has any partner to whom any of the foregoing apply;

10.2.3 the Customer commences negotiations with all or any class

of its creditors with a view to rescheduling any of its debts, or makes

a proposal for or enters into any compromise or arrangement with its

creditors other than (where the Customer is a company) where these

events take place for the sole purpose of a scheme for a solvent

amalgamation of the Customer with one or more other companies or

the solvent reconstruction of the Customer;

10.2.4 (being a company) a petition is filed, a notice is given, a

resolution is passed, or an order is made, for or in connection with

the winding up of the Customer, other than for the sole purpose of a

scheme for a solvent amalgamation of the Customer with one or more

other companies or the solvent reconstruction of the Customer;

10.2.5 (being an individual) the Customer is the subject of a

bankruptcy petition or order;

10.2.6 a creditor or encumbrancer of the Customer attaches or takes

possession of, or a distress, execution, sequestration or other such

process is levied or enforced on or sued against, the whole or any

part of its assets and such attachment or process is not discharged

within fourteen (14) days;

10.2.7 (being a company) an application is made to court, or an

order is made, for the appointment of an administrator or if a notice

of intention to appoint an administrator is given or if an administrator

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is appointed over the Customer;

10.2.8 (being a company) a floating charge holder over the

Customer's assets has become entitled to appoint or has appointed

an administrative receiver;

10.2.9 a person becomes entitled to appoint a receiver over the

Customer's assets or a receiver is appointed over the Customer's

assets;

10.2.10 any event occurs, or proceeding is taken, with respect

to the Customer in any jurisdiction to which it is subject that has an

effect equivalent or similar to any of the events mentioned in

Conditions 10.2.2 to 10.2.9 (inclusive);

10.2.11 the Customer suspends, threatens to suspends, ceases

or threatens to cease to carry on all or substantially the whole of its

business;

10.2.12 the Customer's financial position deteriorates to such

an extent that in Genus’ opinion the Customer's capability to

adequately fulfil its obligations under the Contract has been placed

in jeopardy; and

10.2.13 (being an individual) the Customer dies or, by reason

of illness or incapacity (whether mental or physical), is incapable of

managing his or her own affairs or becomes a patient under any

mental health legislation.

11. Termination

11.1 Either party may terminate the Contract at any time upon not

less than one (1) month's notice in Writing to the other party (or such

shorter period of notice as Genus may in its absolute discretion agree

to accept from the Customer).

11.2 In the event of Genus (other than in any of the circumstances

set out in Condition 10.2) being prevented from completing the

Contract either wholly or in part in accordance with the terms of the

Contract by a Force Majeure Event then further performance of the

Contract shall be suspended pursuant to this Condition for the period

during which Genus is so prevented provided that in the event of the

Contract being suspended pursuant to this Condition for a continuous

period of more than three (3) months then either party may give the

other notice in Writing to terminate the Contract forthwith.

11.3 Genus shall be under no liability whatsoever to the Customer

for any direct, indirect or consequential loss or damage suffered by

the Customer as a result of Genus' inability to perform its obligations

under the Contract in the circumstances referred to in Condition 11.2.

11.4 Any termination or suspension of a Contract in accordance

with these Conditions shall not relieve the Customer of the obligation

to pay to Genus all charges accrued under the relevant Contract in

respect of the Goods delivered and/or Services performed prior to

the date of termination or suspension (as applicable) and so that

Genus shall have a lien as provided in Condition 10.1.3.

11.5 Genus shall within fourteen (14) days after the date of

termination refund to the Customer any payment made by the

Customer under the Contract representing a prepayment for the

Goods delivered and/or Services not yet performed prior to the date

of termination but after deduction of any amount owing to Genus by

the Customer whether or not under the Contract.

11.6 If Genus shall be prevented from delivering Goods and/or

providing Services in accordance with the Contract as a result of:

11.6.1 delay or default on the part of the Customer; or

11.6.2 any other reason beyond Genus' reasonable control;

and the Contract is not terminated in accordance with the other

provisions of this Condition 11 Genus shall be entitled to reschedule

the date or dates for such delivery of Goods and/or provision of the

Services to such time or times as it shall reasonably require taking

into account its commitments to third parties. Where the cause is

delay or default on the part of the Customer, Genus shall be entitled

to make a reasonable charge in respect of the Genus representative's

visit to the Customer's premises when provision of the relevant

Services was so prevented and shall also be entitled to be paid storage

charges for the relevant Goods (and notwithstanding Condition 17,

such Goods shall be at the sole risk of the Customer).

11.7 Where the Service to be provided under the Contract is the

storage and/or distribution of Genus Semen and/or Non-Genus

Semen, as the case may be, and any payment for such storage and/or

distribution is more than three months overdue or either party

terminates the contract pursuant to Conditions 10.1.5, 11.1, or 11.2,

Genus may, without prejudice to its other rights under the Conditions,

dispose of or destroy such Genus Semen and/or Non-Genus Semen

upon such terms as Genus may see fit and apply any proceeds

towards payment of the monies due to Genus and the costs of

disposal. Notwithstanding the foregoing provisions of this Condition

11.7, the Customer shall notify Genus as soon as reasonably

practicable in the event that the Customer no longer requires such

Genus Semen and/or Non Genus Semen, as the case may be, to be

stored and Genus shall dispose of the same.

11.8 Termination of the Contract, howsoever arising, shall not

affect any of the parties’ rights and remedies that have accrued as at

termination and shall not affect any continuing obligations of the

parties under these Conditions. Conditions which expressly or by

implication survive termination of the Contract shall continue in full

force and effect.

12. Warranty

12.1 Genus undertakes to use reasonable care and skill in

performance of the Services and/or supply of the Goods and Genus

undertakes to comply with all legislation and regulations for the time

being in force applicable to Genus' performance of the Contract.

12.2 Notwithstanding the provisions of this Condition 12, and

having due regard to the inherent risks and uncertainties involved in

all biological processes, Genus does not guarantee, warrant or

represent that a particular outcome will occur as a result of the supply

by Genus of any Goods or the provision by Genus of any of the

Services. In particular, but without limitation to the generality of the

foregoing, the Customer agrees and acknowledges that:

12.2.1 any information published by Genus in respect of the past

performance of any bull or of any bull’s progeny does not constitute

a representation or warranty by Genus as to the future performance

of the bull or its semen or of any of its progeny; and

12.2.2 Genus makes no representation or warranty that any Genus

Semen and/or Non-Genus Semen, as the case may be, supplied under

the Contract is free from any recessive genes which may lead to

genetic abnormalities or contribute to disease, impairment or death.

12.3 Subject as otherwise expressly provided in these Conditions

and subject always to the provisions of the Unfair Contract Terms

Act 1977, the warranty set out in Condition 12 shall be in lieu of and

to the exclusion of any other warranties, terms, conditions or

undertakings, whether express or implied by statute, common law or

otherwise howsoever to the fullest extent permitted by law.

Prolog.69884.c:Layout 1 15/11/2012 09:46 Page 7

13. Liability to Third Parties

13.1 If at any time it is alleged that the Goods (other than Genus

Semen and/or Non-Genus Semen) infringe the rights of any third

party or if in Genus’ reasonable opinion such an allegation is likely

to be made, Genus may at its option and at its own expense:

13.1.1 modify or replace the Goods without detracting from the

overall performance of the Goods, so as to avoid the infringement;

13.1.2 procure for the Customer the right to continue to use the

Goods; or

13.1.3 repurchase the Goods from Customer at the price paid by the

Customer less depreciation at the rate that Genus applies to its own

equipment.

13.2 The Customer shall notify Genus immediately of any claim

made or action brought or threatened alleging infringement of the

rights of any third party. Genus shall have control over and conduct

any such proceedings in such manner as it shall determine. The

Customer shall provide all such reasonable assistance as Genus may

request. The cost of any such proceedings shall be borne in such

proportions as the parties shall determine.

13.3 If Genus or its employees or agents design the Goods

pursuant to a commission from the Customer (whether in

consideration of any order or otherwise) then any copyright or design

or other Intellectual Property rights, as applicable, created in relation

to the Goods shall vest in Genus. The Customer agrees that it shall

do any acts and execute any documentation required by Genus to

secure the proper vesting of title to such copyright or design rights

in Genus.

14 Liability Limitation

14.1 Genus' liability to the Customer (whether for breach of

contract, tort (including negligence), breach of statutory duty or

otherwise howsoever) under the Contract shall (subject to the

provisions of Condition 14.2, 14.6, 14.7 and 14.8) be limited as

set out in this Condition. Genus shall not be liable to the

Customer or any other party for:

14.1.1 non-delivery of Goods and/or Non-Genus Semen or nonperformance

of Services unless the Customer notifies Genus of

a claim in Writing within seven (7) days of the agreed date for

delivery or performance;

14.1.2 shortages in quantity of Goods delivered unless the

Customer notifies Genus of a claim in Writing within seven (7)

days of receipt of the Goods by the Customer. Genus shall in no

circumstances be liable for any discrepancy in the quantity of

Non-Genus Semen, unless the Customer requires that the Non-

Genus Semen is counted and batched checked on delivery by the

Customer at TCSU in accordance with Condition 7.8;

14.1.3 damage to or loss of the Goods and/or Non-Genus Semen

(or any part of them) in transit (where the Goods and/or Non-

Genus Semen are carried by Genus’ own transport or by an

independent carrier on behalf of Genus) unless caused by Genus’

negligence or fault and the Customer notifies Genus in Writing

of a claim within seven (7) days of receipt of the Goods and/or

Non-Genus Semen or the scheduled date of delivery, whichever

is the earlier;

14.1.4 any loss, destruction or damage to Goods and/or Non-

Genus Semen (or any part of them) whilst in Genus’ custody,

during transit, storage or otherwise during the performance of

the Services caused by:

14.1.4.1 an act of God, vandalism, malicious damage, fire,

explosion or flood; or

14.1.4.2 semen straws exploding or floating out of the

storage canister and/or the failure of a vacuum device during

storage or transportation which results in the loss of all Genus

Semen and/or Non-Genus Semen, as the case may be, in any one

flask. The Customer accepts and acknowledges that the very

nature of storing Genus Semen and/or Non-Genus Semen, as the

case may be, in liquid nitrogen can result in straws breaking,

exploding, or floating and that vacuum devices by their very

nature can fail, resulting in all or some semen in such devises

being dead;

14.1.5 any failure, loss, damage or defects in the Goods and/or

Non-Genus Semen resulting from, caused by or occurring

during:

14.1.5.1 fair wear and tear;

14.1.5.2 failure by the Customer to follow Genus’

Recommendations for Use or other instructions;

14.1.5.3 abnormal or unsuitable conditions of storage;

and/or

14.1.5.4 storage or transportation by, use, or any act, neglect

or default of the Customer, Farmer Customer, Other AI Provider

or any other third party;

14.1.6 any loss or damage suffered or incurred (or likely to be

suffered or incurred) by the Customer arising out of or in

connection with any:

14.1.6.1 defective third party stock, unless Genus is proven

liable;

14.1.6.2 the presence in any Genus Semen or Non-Genus

Semen of any genetic defect or disorder (including without

limitation Complex Vertebral Malformation); or

14.1.6.3 Non-Genus Semen, where it arrives at TCSU in a

condition where it is not fit for sale or where it is found to be not

viable or of poor quality on use.

14.1.7 any other defects in the Goods and/or Non-Genus Semen

or Services unless notified to Genus in Writing within fourteen

(14) days of receipt of the Goods by the Customer or

performance of the Services or, in the case of Genus AI

Technician Services, within nine (9) months from the time of

performance of the Services (except where a claim is made on

the grounds that an animal was inseminated with Genus Semen

and/or Non-Genus Semen, as the case may be, other than a kind

specified by the Customer and agreed by Genus and that fact

could not have been reasonably ascertained without taking a

blood typing test of the animal’s blood, the notification may be

given in Writing at any time within twelve (12) months of the

date of birth) or if the defect would not have been apparent on

reasonable inspection, within twelve (12) months of receipt or

performance.

14.2 If liability is accepted by Genus under Condition 14.1.1,

14.1.2, 14.1.3 or 14.1.7, or Genus is adjudged to be liable under

these Conditions by a court of competent jurisdiction, Genus’

only obligation is, at its sole option and in order of preference as

set out below:

14.2.1 to replace such Genus Semen and/or Non-Genus Semen,

as the case may be, where Genus is able to supply from its own

Prolog.69884.c:Layout 1 15/11/2012 09:46 Page 8

stocks or from the same bull if available; or

14.2.2 if compliance with Condition 14.2.1 is not possible, to

replace such Genus Semen and/or Non-Genus Semen, as the case

may be, with semen that Genus deems, at its sole discretion, to

be of similar genetic merit, if available; or

14.2.3 if compliance with Conditions 14.2.1 or 14.2.2 is not

possible, to refund to the Customer whichever is the lower of the

purchase price or the current retail price for such semen up to

the maximum amount specified in the table below.

Type of Semen Maximum Compensation

Conventional Dairy £13 per straw lost or damaged

Conventional Beef £10 per straw lost or damaged

Sorted semen £35 per straw lost or damaged

14.3 No claims for shortages in quantity, loss, damage or defects

in Goods or Non-Genus Semen will be accepted by Genus under

Condition 14.1 unless any Goods or Non-Genus Semen in respect

of which a claim is made together with the packaging are

preserved intact as received for a period of twenty-one (21) days

from notification of any such claim (or thirty-five (35) days in

the case of an export order) and the Customer hereby agrees to

permit Genus full and free rights of access to inspect the Goods

and/or Non-Genus Semen and investigate the claim.

14.4 Subject to the remainder of this Condition 14.4, any

liability of Genus in relation to the death, damage or injury of

any animal shall be limited to the lower of (a) £3,500 and (b) the

difference between the value of the animal immediately before

the death, damage or injury and its value immediately thereafter.

Genus shall have no liability for death, damage or injury to any

animal as a result of pregnancy or parturition or any act or

omission undertaken by independent contractors acting for the

Customer or a Farmer Customer in the performance of any

obligation of Genus.

14.5 Any liability of Genus in relation to the birth of any calf

following any supply of Genus Semen and/or Non-Genus Semen,

as the case may be, or the provision of the Genus AI Technician

Service where the Genus Semen and/or Non-Genus Semen, as

the case may be, supplied or used was other than of the kind

specified by the Customer and agreed by Genus shall be limited

to the lower of (a) £1,000 and (b) the difference in value between

the calf as born and the value on the date of birth of such calf of

a calf produced by use of the correct Genus Semen and/or Non-

Genus Semen, as the case may be, (such difference to assume

that calves of the same sex would have been born regardless of

the semen used).

14.6 In all instances other than as specified in Conditions 14.4

and 14.5, but subject to Conditions 14.7 and 14.8 and without

prejudice to Conditions 14.1, 14.2 and 14.3 the total aggregate

liability of Genus for direct losses whether for negligence, breach

of contract, breach of statutory duty, misrepresentation,

restitution or otherwise shall in no circumstances exceed the

lower of: (a) the fees paid and/or due from the Customer in

respect of relevant Goods and/or Services supplied under the

Contract in the twelve (12) month period preceding the event or

earliest of the connected events giving rise to any claim; or (b)

twenty five thousand pounds (£25,000).

14.7 In no circumstances and notwithstanding any other

provision of these Conditions shall Genus be liable for any

indirect, special or consequential liabilities, losses, charges,

damages, costs and expenses suffered by the Customer

howsoever caused and including, without limitation, pure

economic loss, loss of anticipated profits, goodwill, review,

reputation, anticipated savings, management time, business

receipts or contracts or losses or expenses resulting from third

party claims.

14.8 Nothing in these Conditions shall exclude or limit any

liability of Genus for: (i) death or personal injury of any human

being resulting from Genus' negligence; (ii) any liability under

Section 2(3) Consumer Protection Act 1987; (iii) any other

liability which it is illegal to exclude or limit or to attempt to

exclude or limit; or (iv) for fraud or fraudulent

misrepresentation.

15. Customer's obligations

15.1 The Customer shall:

15.1.1 obtain sufficient and adequate insurance cover to cover the

value of any loss or destruction of or damage to Genus Semen and/or

Non-Genus Semen whilst in Genus’ custody (for storage or

distribution) or otherwise during the performance of the Services.

Genus do not insure Non-Genus Semen or Genus Semen which has

been purchased by Customer and remains in Genus Storage Service,

Genus Distribution Service or in Customer’s/Farmer Customer’s

Farm Flask. It is the Customer’s responsibility to insure against any

risks, loss or damage specified in Condition 14.1 taking into account

the limits of Genus’ liability specified in Conditions 14.2.3, 14.4,

14.5 and 14.6; and

15.1.2 keep and provide to Genus all such records and information

as are relevant to the subject matter of the Services and to the

provision of the Services by Genus;

15.1.3 co-operate with Genus in all matters relating to the Services;

15.1.4 provide (and, as applicable, procure that the Farmer

Customer(s) shall provide) Genus, its employees, agents, consultants

and subcontractors, with access to the Customer’s (or, as applicable,

the Farmer Customer’s) premises and other facilities as reasonably

required by Genus;

15.1.5 prepare the Customer’s premises for the supply of the Goods

and/or Services and, as applicable, procure that the Farmer Customer

(s) shall prepare its premises for the supply of the Goods and/or

Services;

15.1.6 obtain and maintain (and, as applicable, procure that the

Farmer Customer(s) shall obtain and maintain) all necessary licences,

permissions and consents which may be required before the date on

which the Services are to start or Goods and/or Non-Genus Semen

are to be delivered; and

15.1.7 where Farm Flasks are stored at the Customer’s or the Farmer

Customer’s own premises, ensure and (as applicable) procure that

the Farmer Customer(s) shall ensure that the Farm Flasks are

maintained properly, are in good working order and dipped at weekly

intervals to check that liquid nitrogen levels are adequate. The

Customer shall, and shall procure that the Farmer Customer(s) shall,

keep a record of such readings which shall be displayed adjacent to

the Farm Flasks. Where Genus provides a liquid nitrogen service,

in the event of the level of liquid nitrogen reaching the minimum

acceptable level between deliveries the Customer or Farmer

Customer(s), as the case may be, shall telephone Genus in order to

arrange for a delivery of liquid nitrogen to be made. Genus accepts

no liability whatsoever for any loss or damage caused by faulty

or defective Farm Flasks or failure of the Customer and/or

Farmer Customer(s) to advise Genus of low liquid nitrogen levels

including, without limitation, any liability for damages caused

by such inadequate liquid nitrogen levels, or any failure by the

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Customer and/or Farmer Customer(s) to maintain such Farm

Flasks in accordance with the manufacturer’s instructions. In

the case of any Farm Flasks which have been purchased from,

or supplied to, Customer by Genus, liability for the Farm Flask

lies entirely with the manufacturer of the Farm Flask and Genus

accepts no liability whatsoever in respect of such Farm Flask.

15.2 Where the Customer chooses to use the Genus AI Technician

Service, the Customer shall (and, as applicable, shall procure that

the Farmer Customer shall) comply with all Genus’ directions for

insemination of the Genus Semen and/or Non-Genus Semen and

Genus shall have no liability whatsoever for any loss or damage

suffered by the Customer and/or Farmer Customer in

consequence (in whole or in part) of any failure to so comply.

The Customer shall indemnify Genus in respect of any loss, damage

or liability arising out of the Customer’s and/or Farmer Customer’s

failure to comply with this Condition 15.2.

15.3 The Customer shall ensure that where the Services are to be

provided at the Customer's own premises, and shall procure that the

Farmer Customer(s) shall ensure that where the Services are to be

provided at the Farmer Customer’s premises:

15.3.1 each animal in respect of which the Services are to be

provided is clearly and properly identified to the Genus'

representative;

15.3.2 adequate facilities are provided for such animal to be

properly secured for the purposes of the provision of the Services

and that if the Customer and/or Farmer Customer(s) or their staff are

not present the facilities are such that they can be safely used by

Genus' representative single-handed (including, without limitation,

sufficient lighting and health and safety considerations); and

15.3.3 the Genus' representative is given access to a supply of clean

running water;

15.3.4 where a Genus RMS Technician is required to enter a pen

containing loose animals in order to provide the Services, Genus

shall have no liability whatsoever for the death or injury of any of

the animals in the pen which may fall or injure themselves; and

15.3.5 where a Genus RMS Technician is requested by Customer

and/or Farmer Customer to help to secure an animal in readiness for

the provision of the RMS service, Genus shall have no responsibility

for any accidents or injuries to animals or people while providing

this help. Genus shall not be obliged to provide such help.

15.4 Where the Customer is not the sole owner of any Genus

Semen and/or Non-Genus Semen to be stored by Genus as part of

the Services he shall notify Genus in Writing of that fact and

warrants and represents that he has full authority to accept these

Conditions on behalf of the owner or any other joint owner.

15.5 In the event that the Customer sells Non-Genus Semen to a

third party (“New Owner”), whilst such Non-Genus Semen is being

stored by Genus, the Customer shall be responsible for:

15.5.1 notifying Genus immediately in Writing of that fact and

providing Genus with full details of the New Owner in order that

Genus can transfer ownership and/or distribute the Non-Genus

Semen to the New Owner;

15.5.2 securing the agreement of the new owner to these

Conditions;

15.5.3 paying Genus’ fees for transfer of ownership and/or

distribution of the Non-Genus Semen to the New Owner (unless

Genus agrees otherwise); and

15.5.4 insuring the Non-Genus Semen during transit to the New

Owner.

15.6 In the event that the New Owner is to pay Genus’ fees referred

to in Condition 15.5.3 above and the New Owner defaults on

payment, Genus reserve the right to charge the Customer in respect

of any outstanding fees which are due for payment.

15.7 The Customer shall, and (as applicable) shall procure that the

Farmer Customer shall, use all reasonable endeavours to ensure that

the Genus' representative and his vehicle and equipment are safe and

protected from injury and damage whilst on the Customer's premises,

or the Farmer Customer’s premises (as the case may be) and shall

indemnify (and keep indemnified) Genus against any loss whatsoever

arising from any breach by the Customer and/or the Farmer Customer

of his obligations under this Condition 15.7.

15.8 Where Genus provides RMS services, the Customer shall

permit (and, as applicable, shall procure that the Farmer Customer(s)

shall permit) Genus to store Genus Items on the Customer’s farm (or

the Farmer Customer’s farm, as applicable), by prior agreement with

the Customer (or Farmer Customer, as applicable). The Customer

or Farmer Customer (as the case may be) shall at all times keep such

Genus Items safe, dry and readily available for the Genus RMS

technician to use on the RMS visit to the Customer’s or Farmer

Customer’s farm. In the event that such Genus Items are lost or

damaged by the Customer or Farmer Customer, the Customer or

Farmer Customer shall be liable for their replacement value. The

Genus Items will remain entirely the property of Genus at all times.

15.9 Any failure by the Customer to comply with the obligations

in this Condition 15 shall entitle Genus' representative at his

discretion to refuse to provide the Services in which event the

provisions of Conditions 11.2 and 11.6 shall apply.

16. Title to Goods

16.1 Until payment in full of all monies due and owing by the

Customer to Genus on any account whatsoever has been received in

full (in cash or cleared funds), legal and beneficial ownership of the

Goods shall be retained by Genus notwithstanding that the risk in the

same shall pass to the Customer at the time of delivery.

16.2 Until title to the Goods has passed to the Customer, the

Customer shall:

16.2.1 hold the Goods on a fiduciary basis as Genus’ bailee;

16.2.2 store the Goods separately from all other goods held by the

Customer so that they remain readily identifiable as Genus’; and

16.2.3 maintain the Goods in satisfactory condition, store the Goods

according to product instructions and keep them insured against all

risks for their full price from the date of delivery;

16.2.4 notify Genus immediately if it becomes subject to any of the

events listed in Condition 10.2; and

16.2.5 give Genus such information relating to the Goods as Genus

may require from time to time,

but the Customer may resell or use the Goods in the ordinary course

of its business (subject to the Customer obtaining any applicable

licence, which it shall be the Customer’s responsibility to obtain).

16.3 If before title to the Goods passes to the Customer the

Customer becomes subject to any of the events listed in Condition

10.2, or Genus reasonably believes that any such event is about to

happen and notifies the Customer accordingly, then, provided that

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the Goods have not been resold, used or irrevocably incorporated

into another product, and without limiting any other right or remedy

Genus may have, Genus may at any time require the Customer to

deliver up the Goods and, if the Customer fails to do so promptly,

enter any premises of the Customer or of any third party where the

Goods are stored in order to recover them.

17. Risk

17.1 The risk in the Goods and any Non-Genus Semen shall pass

to the Customer at the time when delivery is deemed to be effected

as provided in the Condition 5.1.

17.2 Any property of the Customer in Genus’ possession or under

its control and all property supplied to Genus or on behalf of the

Customer are held by Genus at the Customer’s risk.

17.3 From the time of delivery until ownership of the Goods

passes to the Customer in accordance with Condition 16, the

Customer shall insure the Goods against all risks for their full value

with a reputable insurance office to the reasonable satisfaction of

Genus. Upon request, the Customer shall use all reasonable

endeavours to have Genus’ interest in the Goods noted on the

insurance policy and shall produce the policy of insurance to Genus.

The Customer shall hold the proceeds of any claim on the insurance

policy on trust for Genus and shall immediately account to Genus

with the proceeds.

18. Health and Safety at Work Act 1974

The attention of the Customer is drawn to the provisions of Section

6 of the Health and Safety Act 1974. Genus will make available upon

request information on the design, construction, installation,

appropriate lighting levels to perform the Services and use of the

Goods and/or Non-Genus Semen to ensure that as far as is

reasonably practicable they are safe and without risk to health when

properly used. It is the responsibility of the Customer to take such

steps as are necessary to ensure that such information relevant to the

Goods and/or Non-Genus Semen and/or Services which is

appropriate is made available to its servants, agents or any person to

whom the Customer supplies them and to any other person to whom

the Customer considers (or reasonably should consider) any such

information should be given.

19. Customer’s warranties

19.1 The Customer warrants, represents and undertakes to Genus

that the Customer will install, operate or otherwise use or store the

Goods and/or Non-Genus Semen strictly in accordance with the

Recommendations for Use and with all relevant or applicable

statutory or other regulations governing the installation, operation,

use or storage of the Goods and/or Non-Genus Semen.

19.2 The Customer shall indemnify (and keep indemnified)

Genus against any claim, loss or damage (including, without

limitation, damage to the reputation of Genus) arising directly or

indirectly from any breach of the warranty, representation and

undertaking contained in Condition 19.

20. Description

20.1 Genus undertakes to use reasonable care and skill in the

compilation of the Literature.

20.2 Notwithstanding the provisions of Condition 20.1, any

figures, statements, descriptions, illustrations, photographs, drawings

or any other matters contained in the Literature are not guaranteed

to be accurate and are intended merely to represent a general picture

of Genus' goods and services and shall not form part of the Contract.

21. Data Protection

21.1 In relation to all Personal Data, Genus shall at all times

comply with the DPA as a data processor or data controller (as

appropriate), including if necessary maintaining a valid and up to

date notification under the DPA covering the data processing to be

performed in connection with the Contract.

21.2 Genus shall, to the extent that it processes any Personal Data

in connection with the Customer:

21.2.1 act only on instructions from the Customer in relation to its

processing of the Personal Data;

21.2.2 implement and maintain appropriate technical and

organisational measures to ensure that the Personal Data is kept

secure, together with appropriate technical and organisational

measures to protect the Personal Data against unauthorised or

unlawful processing, accidental loss or destruction or damage;

21.2.3 use and retain Personal Data only for the purposes of

fulfilling its obligations under the Contract; and

21.2.4 not transfer Personal Data to any country outside the

European Union without the prior written consent of the Customer.

21.3 Genus shall not be obliged by Conditions 21.1 or 21.2 or any

other Condition to do anything which would constitute a breach by

Genus of its obligations as a data processor and/or data controller

under the DPA.

22. Confidential Information

22.1 In this Condition 22, Confidential Information means all

information disclosed (whether in writing, orally or by another means

and whether directly or indirectly) by Genus to the Customer whether

before or after the date of the Contract including information relating

to Genus’ products, operations, processes, plans or intentions,

product information, know-how, trade secrets and other Intellectual

Property, market opportunities, business affairs, financial information

and other confidential information.

22.2 During the term and after expiry or termination of the Contract

for any reason, the Customer:

22.2.1 may not use Confidential Information for any purpose other

than the performance of its obligations under the Contract;

22.2.2 may not disclose Confidential Information to a person except

with the prior written consent of Genus or in accordance with

Condition 22.3 and 22.4; and

22.2.3 shall make every effort to prevent the use or disclosure of

Confidential Information, including by restricting access to

Confidential Information.

22.3 During the term, the Customer may disclose Confidential

Information to any of its directors, other officers and employees (each

an Authorised Recipient), to the extent that disclosure is necessary

for the purposes of the Contract.

22.4 Before disclosure of Confidential Information to an

Authorised Recipient, the Customer shall ensure that the Authorised

Recipient executes a confidentiality agreement in favour of Genus

in a form approved by Genus. The Customer shall ensure that the

Authorised Recipient at all times complies with the confidentiality

agreement.

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Genus Breeding Ltd, Alpha Building, London Road, Nantwich CW5 7JW.

Tel: 0870 162 2000 Fax: 01270 616702 www.genusbreeding.co.uk

Calls may be monitored for training purposes.

22.5 Conditions 22.2 to 22.4 do not apply to Confidential

Information which:

22.5.1 is, at the date of the Contract, or at any time after that date

becomes, publicly known other than by the Customer’s or

Authorised Recipient’s breach of these Conditions;

22.5.2 can be shown by the Customer to Genus’ satisfaction to have

been known by the Customer before disclosure by Genus to the

Customer; or

22.5.3 is required to be disclosed by law or a court of competent

jurisdiction.

23. Severability

Notwithstanding that the whole or any part of any provision of the

Conditions may prove to be illegal or unenforceable the other

provisions of the Conditions and the remainder of the provision in

question shall remain in full force and effect.

24. Applicable Law

The Conditions shall be construed and take effect in all respects in

accordance with English law, so that any dispute or difference

between the parties as to the interpretation of the Conditions or in

respect of any matter arising under, out of or in connection with the

Conditions shall be governed in all respects by English law.

25. Jurisdiction

Each of the parties irrevocably agrees for the exclusive benefit of

the other party that the courts of England and Wales, shall have

jurisdiction to hear and determine any suit, action or proceeding, and

to settle any disputes, which may arise out of or in connection with

the Conditions and for such purposes hereby irrevocably and

unconditionally submits to the jurisdiction of such courts.

26. Notices

26.1 Any notice required or permitted under the terms of the

Conditions or required by statute, law or regulation shall (unless

otherwise provided by the Conditions or the statute, law or regulation

concerned, if any) be in Writing and shall be sufficiently given if

forwarded by hand, pre-paid mail (by pre-paid airmail if to another

country) or sent by fax to the relevant party’s registered office or

principal place of business or to such other address or fax number as

may from time to time be designated in Writing by the relevant party.

26.2 Any such notice shall be deemed to have been received and

given:

(a) in the case of delivery by hand, at the time of delivery;

(b) in the case of pre-paid mail, two days (or five days if sent by

air to another country) after the date of mailing; and

(c) in the case of fax, at the time of transmission if within normal

business hours of the addressee and, if not, at 09.30 hours local time

on the next following normal business day for the recipient subject

(in either case) to production of a transmission report from the

machine which sent the fax indicating that the fax was sent in its

entirety to the fax number of the recipient and provided that a copy

is also sent by pre-paid mail (by pre-paid airmail if to another

country) on the date of transmission.

26.3 E-mail notice shall not be valid for the purposes of these

Conditions.

27. Third Party Rights

Nothing in the Conditions is expressly or impliedly intended to

confer on any third party any right to enforce any of the provisions

of the Conditions pursuant to the Contracts (Rights of Third Parties)

Act 1999.

28. Assignment

The Customer shall not assign, encumber, dispose of, declare itself

trustee of, or otherwise transfer or divest himself in any way of the

Customer’s rights under the Contract or the Conditions.

29. Waiver of Remedies

No forbearance, delay or indulgence by Genus in enforcing the

provisions of the Conditions shall prejudice or restrict the rights of

Genus nor shall any waiver of its rights operate as a waiver of any

subsequent breach and no right, power or remedy conferred upon or

reserved for Genus by the Conditions is exclusive of any other right,

power or remedy available to Genus and each such right, power or

remedy shall be cumulative.