WEBSITE TERMS AND CONDITIONS OF SERVICE

PLEASE READ THESE WEBSITE TERMS AND CONDITIONS OF USE (“TERMS OF SERVICE”) BEFORE USING OUR WEBSITE. THESE TERMS OF SERVICE GOVERN YOUR ACCESS TO AND USE OF THIS WEBSITE AND SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THIS WEBSITE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF SERVICE, DO NOT ACCESS OR USE THIS WEBSITE. BY ACCESSING OR USING THIS WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE AND ANY ADDITIONAL TERMS, CONDITIONS, AND POLICIES REFERRED TO HEREIN.

License and Ownership of Intellectual Property

Any and all intellectual property rights associated with the website and its contents, including but not limited to source codes, graphics, icons, and text contained on this website (“Intellectual Property”) is the sole property of River Valley Dairy, LLC (“River Valley”), its affiliates or third parties. The content of this website is intended for personal use only, and protected by Copyright and Trademark laws.

Except as otherwise expressly authorized by these Terms of Service, you may not reproduce, modify, lease, loan, license, sell, publish, duplicate, create derivative works from, upload, display, transmit, distribute, or otherwise exploit any Intellectual Property or any portion of this website in any way without River Valley’s prior written consent. You further agree not to copy, use, or otherwise infringe upon or dilute the trademarks or service marks of River Valley, and agree not to alter or remove any trademark, copyright or other notice from any copies of the content on this website. Except as expressly provided herein, River Valley does not grant you any express or implied rights to River Valley’s or any third party's Intellectual Property. Any party who seeks an expanded license or use of the materials provided on this website should contact the administrator of this website directly.

River Valley grants users a limited, personal, nontransferable, nonsublicensable, revocable, nonexclusive license to access and use this website to view, browse, print, and occasionally download small amounts of Intellectual Property appearing on this Website for personal, noncommercial use. You must keep intact all copyright, trademark, and other notices contained in your personal copies.

Restriction on Use and Prohibited Activities:

In addition to other restrictions set forth in these Terms of Service, you agree that you will not post, e-mail, link, or otherwise make available any material that: (1) is unlawful, harmful, threatening, abusive, harassing, defamatory, pornographic, and/or invasive of another’s privacy; (2) is false, deceptive, misleading, deceitful, and/or that impersonates any person or entity or falsely misrepresents an affiliation with a person or entity; (3) is patently offensive in that it promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; (4) involves the furtherance or transmission of "junk mail," “spam,” or unsolicited mass mailing of any kind; (5) promotes, displays, or promulgates pornographic or sexually explicit material of any kind; (6) constitutes abusive, threatening, harassing, or “stalking” communications; (7) includes a source code, file, program, or software designed to interrupt, destroy, limit, copy, or control this website’s platform, and/or that attempts to collect personal identifying information and data about users, through the use of any robot, spider, crawler, data mining tools, or other automatic device, and/or a manual process; (8) decompiles, reverse engineers, disassembles, or otherwise attempts to obtain the source code for the platform; or (9) imposes an unreasonable or disproportionately large load (flooding) on the website’s hardware and software infrastructure to effect the quality of or quantity of material on the site.

You further agree that you will not (1) disguise the origin of information transmitted through this website; (2) place false or misleading information on this website; or (3) use or access any service, information, application, or software available through this website in a manner not expressly permitted by River Valley.

Disclaimer of Warranties

RIVER VALLEY MAKES NO REPRESENTATIONS ABOUT THE RESULTS TO BE OBTAINED FROM USING THIS WEBSITE OR THE INFORMATION CONTAINED IN THIS WEBSITE.

AN INDIVIDUAL’S USE OF AND/OR RELIANCE UPON ANY SERVICE OR INFORMATION ON THIS WEBSITE IS AT THAT INDIVIDUAL’S SOLE RISK. INFORMATION IS MADE AVAILABLE ONLY ON AN “AS IS” AND “AS AVAILABLE’ BASIS. RIVER VALLEY MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, OR GUARANTEES WITH REGARD TO THE APPROPRIATENESS, ACCURACY, SUFFICIENCY, CORRECTNESS, VERACITY, VALUE, COMPLETENESS, OR TIMELINESS OF THE CONTENT ON THIS WEBSITE AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Some jurisdictions do not allow for the exclusion of implied warranties, so the above exclusions of implied warranties may not be applicable under certain circumstances. Under these circumstances, all other exclusions remain in force.

Limitation of Liability

IN NO EVENT SHALL RIVER VALLEY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

YOU SPECIFICALLY ACKNOWLEDGE THAT RIVER VALLEY SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

The Service is controlled and offered by River Valley from its facilities in the United States of America. River Valley makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.

Third Party Links

River Valley may include links directly to third-party websites. River Valley does not endorse, sponsor, or guarantee linked websites and is not responsible in any way for any content, information, products, advice, or services made available through linked websites. Users who click on links to third-party sites should be aware they are leaving this website and shall be subject to the privacy policy and terms of service of any third-party website the user selects. Website operators who wish to link to this site may only link to the home page. River Valley reserves the right, however, to reject or terminate any links to the content of this site.

User Representations and Indemnifications

You, as the user, shall not post any content or material on this website unless you first represent and warrant (i) the submitted materials do not and/or will not violate any applicable federal, state, or local law or regulation; (ii) the materials submitted do not and/or will not infringe or misappropriate any copyright, trademark, trade secret, patent, or any other intellectual property right of any third party, including the rights of privacy or publicity, and (iii) you have the necessary authority, rights, and permission to post the material submitted.

If you post any material in violation of any of the rules identified above, you agree to release, defend, indemnify, and hold River Valley, its respective officers, directors, employees, agents, affiliates, associates, and/or contractors harmless from and against any and all claims, costs, demands or expenses, and or consequential damages, including attorneys' fees, arising from any distribution, publication, deletion, movement, editing, or other use of the materials provided.

Furthermore, to the extent permitted by applicable law, you agree to defend, indemnify and hold harmless River Valley, its subsidiaries, affiliates, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of these Terms of Service; or (iv) any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the Service.

Choice of Laws and Consent to Jurisdiction

To the fullest extent permitted by law, these Terms of Service are be governed by and construed in accordance with the laws of the State of Illinois without regard to its conflicts of law provisions. To the fullest extent permitted by law, you expressly agree that any cause of action you may have with respect to the website must be exclusively filed in the federal or state courts located in Tazewell County, Illinois, within one (1) year after the cause of action arises or the cause is barred. You hereby consent to personal jurisdiction in the federal and state courts in Tazewell County, Illinois, and waive any objection based on forum non conveniens. As a condition of using this website, you agree that all causes of action arising out of or connected with this website shall be resolved individually, without resort to any form of class action.

Ability to Accept Terms of Service

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. In any case, you affirm that you are over the age of 13, as the Service is not intended for children under 13.

Assignment

These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by River Valley without restriction.

Severability

If for any reason a court of competent jurisdiction finds any provision of these Terms of Service, or portion thereof, to be unenforceable, that provision of these Terms of Service will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of these Terms of Service will continue in full force and effect. A failure by River Valley to enforce any provision of these Terms of Service will not be deemed a waiver of future enforcement of any provision. These Terms of Service constitutes the entire agreement between the parties. Neither this Terms of Service, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture, or agency relationship or granting a franchise between the parties.

Changes to these Terms of Service

River Valley reserves the right to occasionally amend, modify, or update these Terms of Service at any time without prior notice. For this reason, you should review these Terms of Service each time you purchase products or use this website or its contents.

Contact Information

River Valley welcomes your comments regarding these Terms of Service. If you have questions or suggestions, or if you believe that River Valley has not adhered to these Terms of Service, or if you want to report a violation of these Terms of Service please contact River Valley at Genetics@RiverValleyFarm.com.

PRIVACY POLICY

River Valley Dairy, LLC (“River Valley”) is committed to protecting your privacy and providing you with a safe online experience by using online security measures to protect against the loss, misuse, and alteration of the information under our control. The information below describes the type of information River Valley collects, how it is used, and the steps taken to protect your personally identifiable information. This Privacy Policy applies only to this website and phone orders. Periodically, River Valley may update our Privacy and Security policies and encourage you to check this section for any changes.

By using River Valley’s website, you consent to the data practices described in this statement.

Aggregated Information Collected or Received

Through this website, River Valley collects and stores non-personal information in aggregate form. Data is collected and stored for internal statistical purposes. This information is used by River Valley for its operation, to maintain quality of the services it provides, and to provide general statistics regarding use of its website. Non-personal information includes:

• the browser type with which you access the Internet;
• the date and time you accessed River Valley’s website;
• the Internet address of the website that linked you to River Valley’s website; and
• information you view while visiting River Valley’s website.

Personal Information Collected or Received

In specific instances, River Valley processes personally identifiable information that you submit via this website, such as name, address, telephone and fax numbers, e-mail address, credit card and purchase information. By sending personal information to River Valley via this website, you acknowledge that River Valley will process certain personally-identifiable data about you. You therefore consent to our use of that information in accordance with River Valley’s Privacy Policy.

How Personally Identifiable Information is Used

The personally identifiable information you submit to us is generally used to carry out your requests, process orders, respond to your inquiries, better serve you, or in other ways naturally associated with the circumstances in which you provided the information. We may also use this information to later contact you for a variety of reasons, such as customer service, providing you promotional information for our products or those of our parent company, subsidiaries or other affiliated companies (“affiliated companies”), or to communicate with you about content or other information you have posted or shared with us via our Website. You may opt-out from receiving future promotional information from us or our affiliated companies, or direct that we not share your information with any affiliated companies, as set forth below.

In certain instances we may also share your personally identifiable information with our third-party vendors performing functions on our behalf (or on behalf of our affiliated companies) – e.g., vendors that process credit card orders, deliver our products, administer our promotions, provide us marketing or promotional assistance, analyze our data, assist us with customer service, etc. Our vendors agree to use this information, and we share information with them, only to carry out our requests. In addition, we may share your personally identifiable information with participating sponsors to a program or promotion (e.g., a sweepstakes or contest) you enter via our Website, and with third parties who assist us in using the content or other information you have posted or shared with us via our Website (e.g., production companies we may use). Further, we may share your personally identifiable information with third parties such as our co-promotional partners and others with whom we have marketing or other relationships. Except as provided in this Privacy Policy, our Terms of Use, or as set forth when you submit the information, your personally identifiable information will not be shared or sold to any third parties without your prior approval.

How Non-Personal Information is Used

We use non-personal information in a variety of ways, including to help analyze site traffic, understand customer needs and trends, carry out targeted promotional activities, and to improve our services. We may use your non-personal information by itself or aggregate it with information we have obtained from others. We may share your non-personal information with our affiliated companies and third parties to achieve these objectives and others, but remember that aggregate information is anonymous information that does not personally identify you.

Security of Your Personal Information

River Valley uses physical, electronic, and managerial measures to provide the personal information in our possession with reasonable protection from accidental loss or destruction, improper use, alteration, or disclosure. Personal information collected or displayed through our website is protected in transit by industry standard encryption processes.

Even with safeguards in place, River Valley cannot guarantee the security of personal information accessible on or transmitted via the Internet. Any visitors who do not want their personal information collected online are offered the opportunity to not submit such information on our website.

River Valley may release your personal information to a third-party, with or without notice, in order comply with a subpoena or other similar legal procedure, or when River Valley believes in good faith belief that such action is necessary to: (a) comply with the law, a court order, or other legal obligation; (b) protect and defend the rights or property of River Valley; (c) act under exigent circumstances to protect the personal safety of users of River Valley, or the public; or (d) investigate or take action regarding illegal activities, suspected fraud, or violations of River Valley’s Terms of Use.

Use of Cookies

River Valley’s website uses the standard “cookies” feature of most browser applications to help you personalize your online experience. A “cookie” is a small amount of data sent to your browser from a website server that may be stored on your computer’s hard drive. One of the primary purposes of cookies is to provide a convenience feature to save you time. River Valley may use cookies to help provide you with a better experience on our site; however, River Valley does not store personal identifying information in cookies. By setting a cookie on our site, users would not have to log in a password more than once, thereby saving time while on our site.

Most Internet browsers allow users to accept or decline cookies. Most Web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. Cookies cannot be used to run programs or deliver viruses to your computer. River Valley encourages you to refer to your Internet browser’s instructions to learn about those functions and options.

Links to Other Websites

This website may contain links to other websites. River Valley is not responsible for the privacy practices or the content of any other websites to which the River Valley website links. This Privacy Policy applies only to River Valley’s website and does not apply to data collected on any other website, including other websites to which this site may link.

Changes to this Privacy Policy

River Valley reserves the right to occasionally amend, modify, or update this Privacy Policy to reflect company and customer feedback. River Valley encourages you to periodically review this Statement to be informed of how River Valley is protecting your information.

Contact Information

River Valley welcomes your comments regarding this Privacy Policy. If you have questions or suggestions, or if you believe that River Valley has not adhered to this Privacy Policy, please contact River Valley by email at Genetics@RiverValleyFarm.com. River Valley will use commercially reasonable efforts to promptly determine and remedy the problem.

BULL SEMEN TERMS AND CONDITIONS OF SALE

DESCRIPTION OF UNITS

The products being purchased are:

A single straw of bovine semen, which shall include approximately 0.25 milliliter of semen from the bull indicated in the order (“Bull”) collected in accordance with the regulations and requirements of the Certified Semen Services (“Unit”); and

ORDERING

The Purchaser’s placement of the order shall be deemed to be Purchaser’s offer to purchase the number of Units indicated therein for the price as published by Seller or as otherwise agreed by the parties (“Purchase Price”) pursuant to and expressly limited to these terms and conditions (collectively ”Order”). The Order is subject to acceptance by the Seller, which shall be made either by written confirmation of the Order that specifically accepts the offer or by fulfillment of the Order by shipping the Units. Purchaser’s payment of the Purchase Price to Seller shall not be deemed acceptance of the offer by Seller. Orders will be filled in the order received but Seller reserves the right, at any time, to limit the amount of the Order filled by notifying the Purchaser.  BUYER IS RESPONSIBLE FOR PAYMENT OF ALL LOCAL AND FOREIGN TAXES, DUTIES, HANDLING, FREIGHT, CONTENT, PACKAGING, INSURANCE and other related costs for shipping and/or import and export of the Product TO AND FROM COMPANY. Attainment of all required EXPORT AND/OR IMPORT LICENSES ARE THE RESPONSIBILITY OF BUYER.

PAYMENT OF PURCHASE PRICE

Purchaser shall pay the full Purchase Price along with shipping and handling charges for all the Units at the time the Order is placed. In the event that Seller is unable to ship all the Units ordered, the Purchase Price, shipping, and handling charges will be recalculated and any excess amount paid by Purchaser will be refunded. All prices, amounts, and payments required hereunder are in U.S. Dollars.  If otherwise agreed and a payment is not met as agreed (LATE PAYMENT), Seller shall have the right to: (i) Suspend deliveries and/or Cancel any of its outstanding obligations; and (ii) charge interest at an annual rate of 18% or as legally allowable by law on all unpaid amounts calculated on a day to day basis until payment is received.

UNAVAILABILITY OF ORDERED UNITS

If all or a portion of the Units ordered are for any reason not available and are not anticipated to become available, Seller shall notify Purchaser and Purchaser shall have the option to place an order for Units from a different bull or to receive a refund of any monies paid by Purchaser for the unfilled Order.

DELIVERY OF THE UNITS ORDERED

a. The Units will be shipped FOB (UCC) Tremont, IL to the Purchaser’s address as specified herein. Title and risk in the Units shall pass to the Purchaser when the Units are turned over to the shipping carrier. It is the Purchaser’s responsibility to insure the Units during shipping if desired, to contact the shipping carrier to learn of any delivery limitations in Purchaser’s area, and to notify the shipping carrier if any special arrangements are required. Purchaser shall make all arrangements necessary to promptly take delivery of the Units from the shipping carrier when they arrive.

b. Seller makes no warranty, express or implied, as it relates to the shipment of the Units under the terms of this Order. Seller will properly package the Units and deliver the Units to the shipping carrier in a timely manner. Purchaser acknowledges that Seller cannot guarantee the Units safe delivery within a specific time period. If the Units are delayed in shipping or if the shipping container is damaged, the Units may lose some of their integrity, quality, or characteristics. In such event, the Purchaser must promptly notify and file a claim with the shipping carrier. The Seller shall not be liable for any losses, costs, damages, or expenses incurred by the Purchaser or any third party arising directly or indirectly from damage in shipping or failure to meet any estimated delivery date.

RETURN OF SHIPPING CONTAINER

Transport of the Units requires the use of a specialized protective shipping container (“Shipping Container”). Purchaser agrees to promptly return the Shipping Container to Seller in good and re-usable condition. In order to facilitate the prompt return of the Shipping Container, the Seller will provide a return shipping label and arrange for the shipping carrier to return to the drop off location to pick up the Shipping Container. If the Shipping Container is not returned via the original shipping carrier within seven (7) days after delivery of the Units, Purchaser will be charged a late return fee of $20.00 per day for each day thereafter until the Shipping Container is returned to Seller and Purchaser, at its cost, shall be responsible for arranging for return of the Shipping Container. If Purchaser fails to return the Shipping Container to Seller within fourteen (14) days of delivery or if the returned Shipping Container is not in good and re-usable condition, Seller may charge the Purchaser for the full replacement cost of the Shipping Container.

SELLER’S LIMITED WARRANTY

a. Seller warrants that the Bull is registered with the American Jersey Cattle Association (AJCA); that the Units will be collected and processed according to regulations and requirements of the Certified Semen Services; and that the Units contain the genetic material of the specified Bull (“Limited Warranty”). The information provided by Seller relating to the Bull and its traits, characteristics, and progeny is based on the analysis and reports from the AJCA and Council for Dairy Cattle Breeding (CDBC).

b. If the Units fail to comply with the Limited Warranty above, the sole and exclusive remedy of the Purchaser shall be replacement of the Units.  Seller will replace the defective Units with Units having the same or comparable genetic material of the specified bull.  Purchaser must include the following items when delivering defective Units to Seller for replacement: (a) a copy of the Purchaser's receipt or other proof of purchase; and (b) a written description of the problem or defect.

c.  This Limited Warranty does not cover: (a) Any Units that has been damaged or rendered defective as a result of: (i) the use of the Units other than for its usual and customary use; (ii) the failure of the Purchaser or other user to use the Units in accordance with the component user manual(s) and any other written directions or instructions provided with the Units at the time of sale or subsequently; (iii) services performed by any party other than Seller; and (iv) improper transportation or packaging in the shipment of the Units to Seller.

d. Seller makes no representations, guarantees, or warranties of any kind as to the fertilizing capacity, specific characteristics, or quality of the Units provided under this Order.

e. Purchaser acknowledges and accepts that the fertility rates, traits, and characteristics of progeny obtained by using the Units will vary greatly due to many factors including but not limited to: (i) the characteristics and fertility of the recipient cow; (ii) the environment in which the recipient cow is kept; and (iii) the skill and expertise of the artificial inseminator. The Seller will take all reasonable steps to maintain the fertilizing capacity of the Units but cannot guarantee that the Units are fertile at the time of delivery.

f. Seller is not responsible for Units that are lost, delayed, or damaged during shipping. If the Units are lost, delayed, or damaged due to Seller’s error, the Seller, at its option, will, as Purchaser’s exclusive remedy, either refund the Purchase Price or replace the Units.

g. SELLER MAKES THE REPRESENTATIONS AND WARRANTIES ABOVE AS OF THE TIME THIS ORDER IS PLACED ONLY AND MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. SELLER SPECIFICALLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE CONCERNING THE PRODUCT.

LIMITATION OF LIABILITY

Seller will use all reasonable efforts to meet its obligations to Purchaser, but in the unlikely event that Seller is unable to fulfill its obligations hereunder for any reason, the parties agree that the Seller’s liability, in the absence of fraud, will not exceed the amount paid by Purchaser for the Units. Seller will not be liable for any penalty, loss, injury, damage, or expense arising from any delay or failure in delivery or performance from any cause at all nor shall any delay or failure entitle Purchaser to refuse to accept any delivery or performance of or repudiate the Order. UNDER NO CIRCUMSTANCES WILL SELLER BE LIABLE FOR LOST PROFITS OR ANY OTHER INCIDENTAL CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES WHETHER IN CONTRACT OR TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE WHICH ARISE OR MAY ARISE OUT OF OR RELATE TO THIS ORDER.

GENERAL CONDITIONS.

No amendment or waiver of any of the provisions of these terms and conditions shall be effective unless the same is in writing and signed by the parties hereto, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given.

In the event any provision or portion of these terms and conditions is held to be invalid or unenforceable, such provision or portion thereof shall be severed herefrom, and the remaining provisions will remain in full force and effect, if the essential terms and conditions hereof remain valid.

Except as otherwise expressly provided herein, each party shall pay its own costs and expenses in connection with the transactions contemplated herein. Notwithstanding the foregoing, all costs, expenses, and reasonable attorneys' fees incurred by the prevailing party of any action to interpret or enforce the party’s rights under this Order may be recovered from the non-prevailing party.

This Order contains the entire understanding between the parties with respect to the transactions contemplated hereby and supersedes all other documents and understandings between or among the parties on the subject matter hereof. Any and all prior agreements, understandings, or representations not reflected in this Order are hereby canceled, rescinded, or disclaimed and were not to be relied on by the parties.

The substantive laws of the State of Illinois (not its conflict of law principles) shall govern all matters arising out of, or relating to this Order. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Order may be brought by either party but only in the courts of the State of Illinois, or, if it has or can acquire jurisdiction, in the United States District Court sitting in Illinois, and each of the parties consents to the jurisdiction of such courts in any such action or proceeding and waives any objection to venue laid therein.

Section and other headings contained in this Order are for reference purposes only and shall not affect in any way the meaning or interpretation of this Order.

EMBRYO TERMS AND CONDITIONS OF SALE

DESCRIPTION OF UNITS

The products being purchased are:

First class and second class embryos of the specified bull and donor female, the embryos being collected and processed by an embryo transfer business (ETB) certified by the American Embryo Transfer Association (“Unit”).  Seller will obtain and provide a copy of the Certificate of Embryos Recovery and Certificate of Freezing (AETA Forms A and C) to the Purchaser upon fourteen (14) days prior written notice.  All conventional embryos and IVF embryos are froze DT unless otherwise noted.

ORDERING

The Purchaser’s placement of the order shall be deemed to be Purchaser’s offer to purchase the number of Units indicated therein for the price as published by Seller or as otherwise agreed by the parties (“Purchase Price”) pursuant to and expressly limited to these terms and conditions (collectively ”Order”). The Order is subject to acceptance by the Seller, which shall be made either by written confirmation of the Order that specifically accepts the offer or by fulfillment of the Order by shipping the Units. Purchaser’s payment of the Purchase Price to Seller shall not be deemed acceptance of the offer by Seller. Orders will be filled in the order received but Seller reserves the right, at any time, to limit the amount of the Order filled by notifying the Purchaser.  Seller will be responsible for reasonable shipping and handling charges for the Units.  Notwithstanding the foregoing, Buyer is responsible for payment of all local and foreign taxes, duties, content, insurance and other related costs for shipping and/or import of the Units to and from Seller. 

EXPORT OF EMBRYOS OUTSIDE OF THE U.S.

Prior to arranging shipment, Purchasers from countries other than United States must contact Seller at Genetics@RiverValleyFarm.com to determine whether the Units qualify for export to the applicable country and whether any additional health testing is required for international shipment.  Seller cannot guarantee embryos meet all export qualifications and is not liable in any manner for embryos failing to meet export qualifications and cannot be exported.

Buyer is responsible for selecting a U.S. export agent and must provide Seller with the address and contact information of U.S. Export Agent within seven (7) days of ordering the Units.  Seller will be responsible for reasonable shipping and handling charges to the U.S. export agent selected by the Buyer.  Buyer is responsible for all costs incurred by Seller for additional health testing requirements, health certificates, export documentation and US export agent fees.  Attainment of all required export and/or import licenses is the responsibility of the Buyer.

PAYMENT OF PURCHASE PRICE

Purchaser shall pay the full Purchase Price at the time the order is placed. In the event that Seller is unable to ship all the Units ordered, the Purchase Price will be recalculated and any excess amount paid by Purchaser will be refunded. All prices, amounts, and payments required hereunder are in U.S. Dollars.  If otherwise agreed and a payment is not met as agreed (LATE PAYMENT), Seller shall have the right to: (i) Suspend Deliveries and/or Cancel any of its outstanding obligations; and (ii) CHARGE INTEREST AT AN ANNUAL RATE OF 18% or as legally allowable by law on all unpaid amounts calculated on a day to day basis until payment is received.

UNAVAILABILITY OF ORDERED UNITS

If all or a portion of the Units ordered are for any reason not available and are not anticipated to become available, Seller shall notify Purchaser and Purchaser shall have the option to place an order for Units from a different bull, cow or combination thereof or to receive a refund of any monies paid by Purchaser for the unfilled Order.

DELIVERY OF THE UNITS ORDERED

a. The Units will be shipped FOB (UCC) Tremont, IL to the Purchaser’s address as specified herein or to the U.S. export agent of the BUYERS selection. Title and risk in the Units shall pass to the Purchaser when the Units are turned over to the shipping carrier. It is the Purchaser’s responsibility to insure the Units during shipping if desired, to contact the shipping carrier to learn of any delivery limitations in Purchaser’s area, and to notify the shipping carrier if any special arrangements are required. For Units sold within the U.S., Seller shall be responsible for all documentation preparation and USDA/APHIS health certificate.  Purchaser shall make all arrangements necessary to promptly take delivery of the Units from the shipping carrier when they arrive.

b. Seller makes no warranty, express or implied, as it relates to the shipment of the Units under the terms of this Order. Seller will properly package the Units and deliver the Units to the shipping carrier in a timely manner. Purchaser acknowledges that Seller cannot guarantee the Units safe delivery within a specific time period. If the Units are delayed in shipping or if the shipping container is damaged, the Units may lose some of their integrity, quality, or characteristics. In such event, the Purchaser must promptly notify and file a claim with the shipping carrier. The Seller shall not be liable for any losses, costs, damages, or expenses incurred by the Purchaser or any third party arising directly or indirectly from damage in shipping or failure to meet any estimated delivery date.

RETURN OF SHIPPING CONTAINER

Transport of the Units requires the use of a specialized protective shipping container (“Shipping Container”). Purchaser or purchaser’s agent agrees to promptly return the Shipping Container to Seller in good and re-usable condition. In order to facilitate the prompt return of the Shipping Container, the Seller will provide a return shipping label and arrange for the shipping carrier to return to the drop off location to pick up the Shipping Container. If the Shipping Container is not returned via the original shipping carrier within seven (7) days after delivery of the Units, Purchaser will be charged a late return fee of $20.00 per day for each day thereafter until the Shipping Container is returned to Seller and Purchaser, at its cost, shall be responsible for arranging for return of the Shipping Container. If Purchaser fails to return the Shipping Container to Seller within fourteen (14) days of delivery or if the returned Shipping Container is not in good and re-usable condition, Seller may charge the Purchaser for the full replacement cost of the Shipping Container.

PURCHASER’S OBLIGATIONS

Purchaser acknowledges and accepts that the chances of successful implanting and pregnancy, and the traits and characteristics of progeny obtained by using the Units will vary greatly due to many factors including but not limited to: (i) the characteristics and fertility of the recipient female; (ii) characteristics and fertility of the bull and donor female; (iii) the environment in which the recipient female is kept; and (iv) the skill and expertise of the individual implanting the embryo in the recipient female.

After implantation of the Units, the purchaser shall confirm pregnancy of the recipient female within ninety (90) days of implantation and report the results within thirty (30) days of the pregnancy check to the Seller.  All Units must be implanted or transferred by a certified embryologist in a recipient female within one year from the date of purchase from Seller.

SELLER’S LIMITED WARRANTY

a. Seller warrants that Units have been recovered, processed, frozen, transferred, and graded by an embryo transfer business (ETB) certified by the AETA and according to the AETA recommendations unless otherwise noted and Seller warrants that the Units contain the genetic material of the specified bull and donor female (the “Limited Warranty”).

b. If the Units fail to comply with the Limited Warranty above, the sole and exclusive remedy of the Purchaser shall be replacement of the Units.  Seller will replace the defective Units with Units having the same or comparable genetic material of the specified bull and donor female.  Purchaser must include the following items when delivering defective Units to Seller for replacement: (a) a copy of the Purchaser's receipt or other proof of purchase; and (b) a written description of the problem or defect.

c.  This Limited Warranty does not cover: (a) Any Units that has been damaged or rendered defective as a result of: (i) the use of the Units other than for its usual and customary use; (ii) the failure of the Purchaser or other user to use the Units in accordance with the component user manual(s) and any other written directions or instructions provided with the Units at the time of sale or subsequently; (iii) services performed by any party other than Seller; and (iv) improper transportation or packaging in the shipment of the Units to Seller.

d. Seller is not responsible for Units that are lost, delayed, or damaged during shipping. If the Units are lost, delayed, or damaged due to Seller’s error, the Seller, at its option, will, as Purchaser’s exclusive remedy, either refund the Purchase Price or replace the Units.

e. SELLER MAKES THE REPRESENTATIONS AND WARRANTIES ABOVE AS OF THE TIME THIS ORDER IS PLACED ONLY AND MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. SELLER SPECIFICALLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE CONCERNING THE PRODUCT.

LIMITATION OF LIABILITY

Seller will use all reasonable efforts to meet its obligations to Purchaser, but in the unlikely event that Seller is unable to fulfill its obligations hereunder for any reason, the parties agree that the Seller’s liability, in the absence of fraud, will not exceed the amount paid by Purchaser for the Units. Seller will not be liable for any penalty, loss, injury, damage, or expense arising from any delay or failure in delivery or performance from any cause at all nor shall any delay or failure entitle Purchaser to refuse to accept any delivery or performance of or repudiate the Order. UNDER NO CIRCUMSTANCES WILL SELLER BE LIABLE FOR LOST PROFITS OR ANY OTHER INCIDENTAL CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES WHETHER IN CONTRACT OR TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE WHICH ARISE OR MAY ARISE OUT OF OR RELATE TO THIS ORDER.

GENERAL CONDITIONS

No amendment or waiver of any of the provisions of these terms and conditions shall be effective unless the same is in writing and signed by the parties hereto, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given.

In the event any provision or portion of these terms and conditions is held to be invalid or unenforceable, such provision or portion thereof shall be severed herefrom, and the remaining provisions will remain in full force and effect, if the essential terms and conditions hereof remain valid.

Except as otherwise expressly provided herein, each party shall pay its own costs and expenses in connection with the transactions contemplated herein. Notwithstanding the foregoing, all costs, expenses, and reasonable attorneys' fees incurred by the prevailing party of any action to interpret or enforce the party’s rights under this Order may be recovered from the non-prevailing party.

This Order contains the entire understanding between the parties with respect to the transactions contemplated hereby and supersedes all other documents and understandings between or among the parties on the subject matter hereof. Any and all prior agreements, understandings, or representations not reflected in this Order are hereby canceled, rescinded, or disclaimed and were not to be relied on by the parties.

The substantive laws of the State of Illinois (not its conflict of law principles) shall govern all matters arising out of, or relating to this Order. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Order may be brought by either party but only in the courts of the State of Illinois, or, if it has or can acquire jurisdiction, in the United States District Court sitting in Illinois, and each of the parties consents to the jurisdiction of such courts in any such action or proceeding and waives any objection to venue laid therein.

Section and other headings contained in this Order are for reference purposes only and shall not affect in any way the meaning or interpretation of this Order.