Terms and Conditions

CRV LTD - TERMS AND CONDITIONS

Application Date: 26 May 2023

1. General

1.1 The parties to these terms and conditions are CRV Limited (“CRV”), being an incorporated company under the Companies Act 1993, and the Customer, being the party that places an order and/or uses Goods or Services (including electronic tools or calculators provided by CRV).

1.2 These terms and conditions shall apply to all quotations, Sales Requests and any other transaction for the supply of Goods and Services. “Sales Request” means any order received by CRV for the supply of Goods or Services provided in electronic, written or verbal form. ”Goods” means any semen straws (“Semen Straws”) or any other products supplied by CRV to the Customer. ”Services” means any Artificial Breeding or Insemination (“AB”), Herd testing, Animal Health testing, Herd Recording (“HR”), DNA Analysis, Semen Storage, any electronic tools and calculators or any testing services provided by CRV to the Customer.

1.3 An Agreement (“the Agreement”) for all Goods and Services is deemed to have formed (whether established electronically or otherwise) after CRV has confirmed the Sales Request by order acknowledgement or order confirmation, or service agreement (each an “Order Confirmation”) or has commenced performing under the relevant Agreement. These terms and conditions, together with the Order Confirmation comprise the Agreement.

1.4 The Customer acknowledges that the Agreement is the only agreement formed between the parties in relation to the Sales Request and its terms apply to the exclusion of any other terms proposed by the Customer.

1.5 CRV’s agents and representatives have no authority to make any oral representation, statement, warranty, condition or agreement that conflicts with these terms and conditions. If the Customer believes that an agent, employee, contractor or representative has made an oral representation, statement, warranty, condition or agreement that conflicts with these terms and conditions, the Customer will bring this to the attention of CRV before submitting a Sales Request.

1.6 CRV reserves the right to vary these terms and conditions at any time by uploading the updated terms and conditions onto our website. The updated terms and conditions will take effect on the date specified by CRV. All quotations, Sales Requests and any other transaction for the supply of Goods and Services issued or entered into after that date will be governed by the updated terms and conditions. A copy of CRV’s most recent terms and conditions is available on its website at www.crv4all.co.nz/nz/terms-and-conditions.

1.7 CRV shall carry out every Service with due care.

1.8 If there is any inconsistency between these terms and conditions and any other arrangement made between the parties these terms and conditions shall prevail unless otherwise agreed in writing by the parties.

1.9 The Customer will ensure that all CRV employees and contractors (“Staff”) are operating in a safe work environment at any time that they are at the Customer’s premises. The Customer will provide CRV prior notice of any identifiable hazards on the premises that may affect the safety of Staff delivering the Goods or performing the Services as the case may be. CRV reserves the right (at its sole and absolute discretion) to immediately remove any Staff from a Customer’s property, without any liability to the Customer, when it considers that those Staff are operating in an unsafe environment. This clause does not limit the responsibility of CRV or the Customer under the Health and Safety at Work Act 2015.

2. Price

2.1 At all times CRV will have the right to increase its prices without prior notice in order to recover increases in the cost of labour, raw materials, duties, taxes or licence fees payable to the Government subsequent to the Customer's order being received. The price list in effect on the date of an Order Confirmation will apply to that order.

2.2 CRV reserves the right to invoice the Customer for unforeseen activities or costs required to complete the Sales Request despite a fixed price being agreed upon. This is provided that the activities or costs were not reasonably foreseeable by either party before the start of this agreement. If the need for such activities or costs arises, CRV will endeavour to provide reasonable notice to the Customer.

2.3 All fees and charges referred to in clauses 2, 4, 8, 9, 11 and 12 may be reviewed and changed at any time. CRV reserves the right to change the prices and tariffs. Customers will be informed of such changes as soon as possible.

2.4 All prices are available on CRV’s website www.crv4all.co.nz.

3. Quotations

3.1 Quotations provided by CRV are non-obligatory and non-binding, unless indicated otherwise. CRV may revoke a quotation that contains a time limit at any time, even subsequent to receipt of a Sales Request, provided that CRV has not provided an Order Confirmation and subject to the rights in clause 2.

4. Packaging and Forwarding Charges

4.1 A fee covering packing and forwarding will be charged for despatch of Semen Straws.

4.2 Subject to clause

4.4 a fee will be charged on all orders where the semen categories are combined or sent separately.

4.3 A fee (for inwards documentation and handling prior to sending to the field) shall be charged in respect of all semen obtained from origins within New Zealand other than CRV.

4.4 Where orders are delivered to Livestock Improvement Corporation Limited (or any of its subsidiaries) (“LIC”) then: (i) CRV's fee shall be reduced to such amount as is notified by CRV in accordance with Clause 2.3. (ii) The LIC charges including the LIC surcharge and the LIC late fee applicable at the time shall be charged to the Customer.

5. Terms of Payment

5.1 Option One The Customer shall pay all amounts due for all Goods and Services supplied on the 20th of the month following the month of delivery by way of direct debit, credit card; or

Option Two

The Customer shall pay all amounts due for all Goods and Services supplied by way of dairy order completed in favour of CRV. If neither option is selected, then the Customer shall make payment in accordance with Option One.

5.2 Unless otherwise specified, all prices are exclusive of GST and GST will be added to and payable with all payments as they fall due.

5.3 CRV shall be entitled to charge the Customer extended credit fees at the rate of 1.5% per calendar month in respect of all overdue moneys. The extended credit fees will be charged from the due date and compound monthly until payment.

5.4 All costs incurred in recovery of the goods or in recovery of moneys due to CRV including court costs, legal fees (on a solicitor-client basis), travel and other charges are payable by the Customer.

5.5 The Customer must pay all amounts owing to CRV without set off or deduction. CRV may, in its discretion, allocate any payment received from the Customer towards any invoice that CRV determines and may do so at the time of receipt or at any time afterwards.

6. Default by Customer

6.1 CRV shall have the right to cancel all or any part of an Agreement and demand payment of all accounts outstanding, in addition to its other remedies if: (i) any amounts payable by the Customer to CRV are overdue; or (ii) the Customer becomes or in the reasonable opinion of CRV is likely to become insolvent, bankrupt, has a receiver or liquidator appointed to it or its assets or ceases or threatens to cease carrying on business.

6.2 Termination of this Agreement will be without prejudice to CRV’s right to recover all sums owing to it in respect of deliveries already made. CRV may dispose of any Goods in its possession and the Customer shall be liable to CRV for losses.

7. Risk and Title

7.1 Title in any Goods supplied by CRV (including Semen Straws provided by CRV to the Customer and held in storage) shall remain with CRV until all payments outstanding for all Goods and Services supplied have been received.

7.2 While title to the Goods remains with CRV it has the right to enter the property occupied by the Customer without notice in order to inspect, find and remove the Goods. The Customer shall pay and/or indemnify CRV for recovery, legal and any other costs incurred or suffered by CRV in exercising its rights under this clause 7.2.

7.3 If the Customer sells the Goods while moneys remain owing to CRV the proceeds of such sale shall be held on trust for CRV and immediately paid to CRV to cover the amount outstanding provided that failure to separate the moneys will not invalidate the trust.

7.4 Risk in the Goods shall pass from CRV to the Customer when the Goods are delivered to the Customer or his agent, technician or other third party (including LIC) as directed by the Customer. In the event that the Customer elects to arrange delivery independently of CRV then risk shall pass to the Customer at the point the Goods leave the CRV facility.

8. Cancellations

8.1 If a Customer wants to terminate an Agreement it must notify CRV. CRV may accept a termination request in its sole and absolute discretion, and may charge a termination fee as a condition to accepting that termination, as well as recover all costs incurred under the Agreement prior to termination.

9. Semen Straw Storage Service

9.1 Semen Straws despatched to and received by the Customer can be returned to CRV for storage but not for credit. The Semen Straws to be stored must be received by CRV accompanied by a Transfer, Discard or Storage Authority Form. CRV may discard any Semen Straws not returned with this form at the Customer’s cost and liability.

9.2 CRV reserves the right to refuse any Customer’s Semen Straw or Straws back into storage. In the event that CRV refuses storage then CRV will advise the Customer that the Semen Straws will not be taken back and will hold the Semen Straws in a CRV isolation dewar for up to 30 days (from the date received at the CRV Storage facility) to allow the Customer to arrange alternative storage. After 30 days the Semen Straws will be destroyed if the Customer has not removed them at the Customer’s cost and liability. Risk of loss in the Semen Straws remains with the Customer.

9.3 A facility fee plus a charge per Semen Straw will be charged for all Straws held in storage irrespective of the date they arrive during the year and the charges will be notified as set out in clause 2.3.

9.4 Forwarding charges will not apply to Semen Straws ex storage despatched with an additional semen order but will apply when Semen Straws ex storage are despatched alone.

9.5 No fees will be charged on the Customer's dewar stored between seasons.

9.6 When there are no unpaid fees for stored Semen Straws CRV will not discard the stored semen without written instructions from the Customer. CRV reserves the right to dispose of any Semen Straws or embryos stored for the Customer if: (i) The storage charged invoiced to the Customer remains unpaid for 90 days; or (ii) The Customer has not paid CRV for the original supply of the Semen Straws; or (iii) The Customer is either unable to be identified or located by CRV for more than 180 days following reasonable endeavours by CRV to identify or locate the Customer.

9.7 Charges for semen storage shall be paid monthly on receipt of CRV's invoice in accordance with clause 5.1.

9.8 All Semen Straws stored on behalf of a Customer at a CRV location shall be done so at the Customer’s own risk.

9.9 All Semen Straws entering storage at a CRV location must be properly entered in to CRV’s ERP system. Any storage that is unable to be properly identified and entered by CRV staff shall not be accepted by CRV to enter its storage.

9.10 CRV reserves the right not to accept any Customer’s dewar that (at CRV’s sole and absolute discretion) does not meet the minimum specifications (as set by CRV) for any Customer’s dewar that is/to be stored or packed for delivery by CRV on behalf of the Customer.

9.11 CRV will not accept private storage for a Customer of any species other than bovine germplasm.

9.12 CRV reserves the right to withhold the transfer of Semen Straws being stored until all outstanding invoices are paid in full.

10. Delivery

10.1 Delivery shall be made to the place specified in the Sales Request and/or Order Confirmation. The Customer must specify the exact location in the Sales request and/or Order Confirmation and ensure that the delivery person has access to the location specified in the Sales request and/or Order Confirmation.

10.2 If any products are provided in a CRV dewar, then the CRV dewar is then made available under the conditions specified in the documents and instructions accompanying the CRV dewar. The Customer shall not be entitled to use the CRV dewar for any other purpose other than that specified and must be returned to CRV . CRV may invoice the Customer for any lost and/or damaged CRV dewars that were sent to the Customer and not returned, or were returned damaged.

10.3 CRV shall not be liable in any way whatsoever for any accident occurring as a result of incorrect or improper handling of a Customer’s and/or CRV dewar while it is in the Customer’s possession.

10.4 CRV reserves the right to arrange the time and method of delivery at its own discretion unless expressly agreed in writing between CRV and Customer. 10.5 CRV is not liable for any delay in delivery.

10.6 Unless the Goods are defective, in the event that the Customer refuses to accept delivery of the Goods then CRV reserves the right to charge the Customer for any additional costs incurred as a result of the refusal to accept the Goods, including any storage and/or transportation costs. However in accordance with section 172 of the Contract and Commercial Law Act 2017 nothing in this section affects the rights of CRV if the Customer’s refusal to take delivery of the Goods amounts to a repudiation of the Agreement between CRV and the Customer.

10.7 It is the Customer’s responsibility to ensure that a CRV or Customer’s dewar remains properly filled at all times while in the Customers possession. CRV will not accept any liability for any dry dewars that occur as a result of the Customer failing to request further LN2 to be supplied.

11. Herd Recording Services

11.1 The CRV Herd Recording (HR) system (such as myHERD) will include all website and mobile applications used by CRV and the Customer for the holding and analysis of data/information about the Customer and their farming business (including all animal information held from time to time in the HR system).

11.2 The Customer recognises that myHERD may be hosted by a third party. The Customer agrees to comply with the terms and conditions of that third party ("Third Party Host”), as notified by CRV to the Customer. Further, the Customer authorises CRV to provide Customer data to the Third Party Host, and for the Third Party Host to handle any data/information owned by the Customer and/or CRV, and to perform all related activities in hosting the myHERD application. Where the Customer breaches the Third Party Host’s terms and conditions, the Third Party Host is entitled to enforce those terms and conditions directly against the Customer.

11.3 In addition to the Customer’s responsibilities under clause 11.1 the Customer is responsible for the maintenance of data about their animals held within the CRV HR system. CRV accepts no responsibility for the accuracy of any of the Customer data including information that the Customer might have requested CRV to load.

11.4 Information/data held within the HR system that relates specifically to the Customer and their farming business shall remain the property of the Customer. The Customer grants a perpetual, irrevocable, royalty-free right to CRV to store, use, modify, distribute and copy all data entered into the HR system.

11.5 Inclusive in the HR service, CRV will provide value added data and analysis to the Customer. Ownership in the value added data and analysis will remain with CRV. The Customer may use this information/data only for so long as they are paying the CRV’s HR service subscription and usage fees. A failure by the Customer to pay these fees within 90 days of CRV rendering an invoice to the Customer may result in CRV to terminating the Customer’s access to the HR service.

11.6 On ceasing to use the HR service the Customer may request a copy of their data held, excluding the value-added data that CRV and third parties have added. Subject to clause 11.7, the data will be provided by CRV in an electronic format via the DIGAD animal movement interface following payment of any amounts owed by the Customer to CRV.

11.7 CRV is not responsible for the loss of any data held in any database by CRV or third parties, where the loss is caused by the Customer or for reasons outside CRV’s control.

12. Other Services

12.1 Where AB, Herd Testing, DNA or HR services are provided by CRV then the Customer shall be responsible for ensuring that the identification, mating and other records of all of the Customer’s animals are maintained in the CRV HR system or such other third-party herd recording system that provides data to the New Zealand Animal Evaluation Ltd core database.

12.2 For the avoidance of doubt CRV AB services are only those provided by a CRV AB technician and charged to the Customer directly by CRV and does not apply to third party AB services, even if arranged by CRV.

12.3 The Customer shall be responsible for providing access to the Customer’s farm and for providing safe, adequate and convenient insemination facilities that allow the AB technician to stand comfortably directly behind and on the same level as the cow. CRV reserves the right not to provide its AB services where the facilities do not, in CRV’s reasonable opinion, meet this standard.

12.4 CRV and CRV’s contracted AB Technicians will take all reasonable care when undertaking AB services.

12.5 The Customer is responsible for entering details of all inseminations into their mating book (approved by CRV) and for providing a copy of this information to the AB Technician. The AB Technician is responsible for entering all mating information into CRV’s computer mating records. The Customer’s mating book shall at all times remain the primary source of mating information.

12.6 In respect of CRV’s AB service, the Customer agrees to carry out any additional reasonable requirements or requests made by CRV (either in writing in advance or verbally at the time of insemination).

12.7 In respect of CRV’s Herd Testing Service, CRV will annually provide the Customer with the requirements the Customer must meet to receive CRV’s Herd Testing Service including the Customers obligations under the current New Zealand Dairy Herd Testing Standard (NZS 8100:2015). CRV will not accept any liability where the Customer does not meet any or all of these requirements.

12.8 With respect to the Commercial DNA Test Service, while every endeavour will be made to ensure the accuracy of the results and the information contained in DNA Analysis reports, CRV expressly disclaims any and all liabilities contingent or otherwise that may arise from the use of these reports, results and/or information.

12.9 The Customer will not be eligible for any refund where a Customer attempts to cancel any DNA Tests post collection and receipt of any sample to be submitted for testing.

12.10 The Customer will be provided a report relating to the DNA Test, but CRV shall retain ownership of all data relating to the DNA Test results (including, but not limited to) genotypes, milk recording, fertility, udder health, and general breeding values and reserves the right to use any data created from the myDNA service for research and development purposes. At all times CRV’s Intellectual Property Protection Provisions and clause 18 shall apply.

13. Privacy and Personal Information

13.1 The Customer authorises: (i) CRV to release information to or receive information from New Zealand Animal Evaluation Limited (“NZAEL”), Dairy New Zealand and/or LIC (or any similar entity holding the appropriate records) relating to the history, genetic merit and performance of animals including animals owned by the Customer and for the purposes of cattle improvement either directly for the Customer, for CRV or for the national cattle herd and including Customer account information to the extent required to identify animal and/or herd ownership; (ii) CRV to receive all such information held which relates to the history and performance of all cows which have been or the Customer intends to be artificially inseminated with products supplied by CRV including the performance and history of the progeny of all such cows; and (iii) CRV to collect personal information of those who use its websites and on-line applications. This information will only be used for the purposes for which it is collected and only stored for as long as is necessary. The information will not be sold to third parties but may be used by third parties to provide analytical data to CRV about those accessing the websites.

13.2 All animal data held by CRV in the provision of all Goods and Services can be used by CRV and contracted third parties for the purpose of cattle improvement. This includes but is not limited to, amongst others, breeding value estimation, pedigrees, export certificates, statistics, product development, animal health testing etc.

13.3 In relation to the Privacy Act 2020 the Customer irrevocably authorises any person to provide CRV with such information as it may require in response to its credit enquiries. The Customer authorises CRV to furnish to that person, details of the Customer’s account and any subsequent dealings the Customer may have had with CRV.

13.4 With the exception of those circumstances listed above, CRV agrees not to distribute any herd specific data or any of the Customer’s personal details other than to CRV or any of CRV’s related or contracted parties without first obtaining the Customer’s prior written consent. 13.5 The Customer expressly consents to receiving all messages from CRV to the Customer in an electronic form.

14. Disputes

14.1 Subject to clauses 14.2 and 14.3 below, in the event of any dispute directly or indirectly concerning the terms of this arising between the parties then such dispute shall be referred to mediation as follows: (i) The parties to the dispute shall appoint a mediator and if they fail to agree the mediator shall be appointed by the president for the time being of the New Zealand Law Society (or in the event of conflict the Vice President). (ii) Within 14 days of the appointment (or such later date as is agreed to by all the parties) at a time in place in Hamilton fixed by the mediator all parties to the dispute shall meet and in good faith attempt to resolve the dispute without the need for recourse to formal arbitration proceedings. (iii) If within a further 14 days after the mediation meeting (or within such extended period as is agreed to by all the parties) the dispute has not been resolved the dispute shall be referred to arbitration in Hamilton by a single arbitrator appointed by the parties or if the parties fail to agree then by the president for the time being of the New Zealand Law Society and the arbitration shall be conducted within the time frames fixed by the arbitrator who shall act in accordance with the provisions of the Arbitration Act 1996 and its amendments.

14.2 The provisions of Clause 14.1 will not apply in the event of either party seeking urgent interlocutory relief from any Court.

14.3 Nothing in this clause 14 prevents CRV from taking steps (including proceedings) to recover any moneys payable under this Agreement (regardless of whether or not the dispute relates to whether the moneys are payable).

15. Waiver

15.1 If CRV exercises or fails to exercise any right or remedy available to it, such failure shall not prejudice CRV's rights in later exercising that or any other right or remedy.

16. No Assignment, Sale or Transfer

16.1 The Customer may not transfer or assign the Customer's rights under this contract to any other person without first obtaining the express written consent of CRV.

16.2 The Customer must not sell, transfer or assign to any other person, company or entity any Semen Straws supplied to it by CRV under this contract without first obtaining the express written consent of CRV.

17. Limitation of CRV's Liability

17.1 CRV gives no warranty of any kind whatsoever whether expressed or implied as to the fitness for purpose or quality or otherwise of its Goods and Services and/or the techniques used in association with those Goods and Services.

17.2 The Customer acknowledges that there are no representations or warranties given by CRV or its employees that are not part of these terms and conditions and it has not relied on any such representation or warranty.

17.3 CRV's liability on any claim made in relation to Goods and/or Services produced and/or supplied (or marketed) by CRV is limited to the purchase price of the Goods or the Services as the case may be. CRV may at its option replace the product or repeat the Services in lieu of making any such payment.

17.4 CRV accepts no liability for unforeseen and uncontrollable gestation periods, unforeseeable and uncontrollable infectious cattle disease(s), and the quality level and health of semen, embryos or cattle used by CRV in the performance of its obligations. CRV accepts no liability for loss that is in any way related to the presence (or absence) of undesired (or desired) hereditary characteristics of the cattle, semen and embryos used in the performance of the Agreements. CRV accepts no liability for loss resulting from the transfer of diseases to animals, or for property damage that is not the result of damage to, destruction of or loss of objects, including animals.

17.5 CRV will not at any time be responsible, for any semen or technician services for any animal inseminations undertaken by the Customer personally or by any other third party.

17.6 CRV will not at any time be responsible, for any Semen Straw that has been provided by the Customer personally or by any other third party, or any technician service to inseminate that Semen Straw.

17.7 CRV accepts no liability in respect of its AB service to the extent that it is not at fault or been negligent. Notwithstanding this, clause 17.3 shall apply and CRV shall not be liable to the Customer for any claims past the point of insemination.

17.8 Where the Customer uses any electronic tools and calculators provided by CRV, CRV makes no representations, warranties or guarantees in respect of the accuracy of the electronic tool or calculator, and accepts no responsibility or liability whatsoever in respect of any claims or losses that may be made as a result of any reliance being placed on the electronic tool or calculator. The Customer agrees to only use any electronic tools or calculators for the purpose which they were intended by CRV.

17.9 Where the Customer requests that CRV handle Goods not supplied by CRV then that is done at the sole risk to the Customer and CRV accepts no liability for the condition, damage or loss of the Goods. For the avoidance of doubt, where Goods have been supplied to the Customer in the Customer’s own liquid nitrogen (“LN2”) dewar (“Customer’s dewar”) or in a CRV liquid nitrogen dewar (“CRV dewar”) and then further Goods not supplied by CRV are placed in the Customer’s dewar then CRV will accept no liability for the condition, loss or damage to all of the Goods in the Customer’s dewar, failure of the Customer’s dewar or loss of LN2 or any consequential losses.

17.10 To the maximum extent permissible by law, CRV will not be liable for any loss or damage of any kind whatsoever arising from the supply of Goods and/or the Services by CRV to the Customer, including direct or consequential loss and loss of profits, whether suffered or incurred by the Customer or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from the Goods and/or Services provided by CRV to the Customer.

18. Semen Straws Terms of Use (Intellectual Property Protection)

18.1 CRV Semen Straws are approved for animal agriculture use only. The Semen Straws, irrespective of how they came into the possession of the Customer, are subject to a non-exclusive, non-transferable, non-sublicensable, limited, revocable license to use subject to the following restrictions:
(i) Semen Straws may only be used in animals owned or leased by the Customer with the intent to produce offspring for use in a commercial dairy or beef operation to produce milk and/or meat. A single sexed or conventional Semen Straw may be used solely for single artificial insemination of a single bovine, with the intent to produce a single offspring. The Customer may not sell or transfer Semen Straws to any third-party or use or analyse Semen Straws for the benefit of any third-party, without the prior written consent of CRV.
(ii) Except as outlined in these terms, the Customer shall not sell, lease or otherwise transfer or collect semen or sell any Semen Straw from Offspring to any third party without the prior written consent of CRV. Nothing in these terms restricts the use or sale of male offspring for natural mating and/or slaughter.
(iii) When the Customer sells any Male Offspring to a third party (except directly to an abattoir) then the Customer will procure that the third party complies with the terms of this clause 18 in relation to the Male Offspring sold in regard to future breeding restrictions.
(iv) All rights in the Semen Straws and Male Offspring not expressly granted hereunder are reserved to CRV. All other uses of the Semen Straws and all Male Offspring are strictly prohibited without the prior written consent of CRV, including (without limitation) genotyping, sequencing, cloning, genome editing, genetic analysis or manipulation, use in public or private research programs, production of animals for the purpose of collecting and selling their semen, or for any other research or development use, and the Customer will remain responsible for ensuring that any person to whom it transfers the Semen Straws and/or Male Offspring, and any subsequent transferee(s), complies with these terms.

18.2 All intellectual property rights relating to all materials, information, databases, software, hardware or otherwise as well as the preparatory material for the above, which is being or has been developed or made available pursuant to these Terms will remain exclusively with CRV or its authorised representative, unless agreed in writing.

19. Fair Trading Act 1986

19.1 If the parties are both in trade, and the Goods and/or Services supplied by CRV and acquired by the Customer are supplied or acquired in trade within the meaning of the Fair Trading Act 1986, then sections 9, 12A and 13 of the Fair Trading Act 1986 will not apply to these Terms or as between the parties, and the parties agree that it is fair and reasonable to exclude their application.

20. Personal Property Securities Act 1999 (PPSA)

20.1 The Customer acknowledges and agrees that: (i) These terms and conditions constitute a Security Agreement for the purposes of the PPSA; and (ii) A security interest is taken in all Goods supplied by CRV to the Customer (if any) and all Goods that will be supplied in the future by CRV to the Customer.

20.2 The Customer undertakes to: (i) Sign any further documents and / or provide any further information, such information to be complete, accurate and up to date in all respects which CRV may reasonably require to register a Financing Statement or Financing Change Statement on the Personal Property Securities Register. (ii) Indemnify and upon demand reimburse CRV for all expenses incurred in registering a Financing Statement or Financing Change Statement on the Personal Property Securities Register or releasing any goods charged thereby. (iii) Not register a Financing Change Statement or a change demand in relation to CRV’s security interest without the prior written consent of CRV. (iv) Advise CRV of any proposed change in the Customer's name and / or any change in the Customer's details (including but not limited to changes in the Customer's address, fax number or business practice).

20.3 Unless otherwise agreed in writing by CRV, both parties contract out of sections 114(1)(a), 133 and 134 of the PPSA, and the Customer waives any rights listed under section 107(2) and to receive a copy of the verification statement pursuant to section 148 of the PPSA.

21. Documents and Data

21.1 All documents and/or data made available to the Customer by CRV shall remain the property of CRV unless expressly agreed in writing between the parties.

21.2 All material provided by CRV to the Customer may only be used by the Customer within the scope of the Agreement in question and shall not be made available to any third party without the express written consent of CRV.

22. Complaints

22.1 CRV will meet its obligations with due care, attention and expertise.

22.2 Any complaint for the alleged non-fulfilment of the Agreement by CRV (other than semen and embryos, which must be raised by the Customer to CRV within 48 hours) must be notified in writing to CRV within one week of the Customer noticing the alleged default. Failure to notify CRV within the required timeframe shall void any potential claim against CRV.

22.3 In the event that CRV (at its discretion) deems a complaint to be justified then CRV reserves the right of either renewed delivery or financial compensation (limited to the purchase price of the products or services) in accordance with Clause 17 of these terms and conditions.

22.4 CRV shall not have any liability, and the Customer releases CRV for all claims, in respect of Goods and Services one year after receipt of the Goods by (or provision of the Services to) the Customer.

22.5 Any complaint being made and/or being investigated by CRV will not suspend any payment obligations the Customer has to CRV.

22.6 Upon request by CRV the Customer shall make available all information pertaining to the complaint that may assist CRV with its investigations, including any information that will assist with CRV quantifying such complaint. Failure by the Customer to retain the products in question will result in the forfeiture of their right to make such a complaint.

23. Force Majeure

23.1 Force majeure is any circumstance outside the will and control of CRV or any of the parties instructed or contracted by CRV for the performance of this Agreement, as a result of which fulfilment cannot reasonably be demanded by CRV, shall give CRV the right to suspend its obligations. Force majeure shall be understood as being (including but not limited to) a shortage of genetic materials, production or transport disruptions of any nature whatsoever, strikes, lock-outs, lack of staff, quarantine, epidemics, mobilisation, martial law, war, riots, hindrance or stoppage of supply by land, sea or air, hold-ups due to frost, snow or storm, default of third parties instructed or contracted by CRV for the execution of the Agreement as well as impediments caused by official measures.

23.2 Where the situation of the force majeure occurs, CRV will advise the Customer as quickly as possible and advise whether performance of the Agreement is possible and if so, then within what time period.

23.3 Where performance is impossible or only temporarily impossible but cannot take place within three months, the parties shall be entitled to cancel the Agreement by notifying the other in writing, without one party having any claim to compensation against the other.

23.4 CRV shall be entitled to be paid for their part of the Agreement that has been completed to the point of cancellation.

23.5 In the case of insufficient genetic material being available in time, then CRV shall be entitled to offer the Customer an alternative offer of similar genetic merit.

24. Severability
24.1 If any provision in these terms and conditions is found to be illegal, invalid or unenforceable, then that provision shall be read down to the extent necessary and reasonable in all circumstances to give it a valid operation or partial character. If any provision cannot be read down, then that provision will be void and severable and the remaining provisions will not in any way be affected or impaired.