Terms of service

GenoSource LLC

Terms and Conditions of Service | Embryo Policy

Buyer: Please print this file for your records

PLACEMENT OF AN ORDER CONSTITUTES ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS

These terms and conditions (the “Terms”) govern: (a) the purchase, sale and use of all embryos (“Products” or “Genetic Materials”) offered by GenoSource, LLC or its affiliates (“GenoSource”). Please read these Terms carefully, as your use or purchase, or your employees’ or representatives’ use or purchase on your behalf (collectively or individually, “you” or “Buyer”), constitutes Buyer’s confirmation and agreement be bound by these Terms. GenoSource reserves the right to make changes to these Terms from time to time.

PURCHASE AND PAYMENT
  1. By placing an order for Products, Buyer confirms that Buyer is authorized to make the purchase. All orders are subject to acceptance by GenoSource and availability at time of shipment. All sales are final, cannot be canceled, and are nonrefundable unless otherwise noted in these Terms.
  2. Upon receipt, Buyer shall inspect the Products to confirm that they are as ordered. Buyer must notify GenoSource of any loss, damage, or error as to Product type or quantity within 7 days of delivery.
  3. Payment terms are as listed in the statement or invoice for Product purchased. GenoSource shall not modify prices prior to delivery, unless to reflect changes to the order requested by Buyer. Buyer shall provide GenoSource with any information or documentation necessary for GenoSource to invoice Buyer the amount due to GenoSource.
  4. GenoSource accepts payment via check, wire, or credit card. No embryo purchases will be released without full payment.
  5. Unless otherwise agreed, if a payment is not made as agreed, GenoSource shall have the right to: (i) suspend deliveries and/or cancel any of its outstanding obligations; and/or (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.
  6. The price of the Products as specified in the Invoice is exclusive of sales or other taxes, duties, fees, or other charges. Payment of sales tax or import tax is Buyer’s responsibility and shall be applied to orders in accordance with all applicable tax laws.
  7. Unless otherwise agreed in writing, 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 GENOSOURCE.
  8. Attainment of all required EXPORT AND/OR IMPORT LICENSES ARE THE RESPONSIBILITY OF BUYER. GenoSource will cooperate with Buyer to secure necessary shipping documents at Buyer’s expense.
DELIVERY
  1. Unless otherwise agreed, GenoSource will select the method of shipment and the carrier to be used; shipment will be F.O.B. (UCC) GenoSource’s shipping facility to the destination in accordance with the International Commercial Terms 2000 (Incoterms 2000) with the place of destination defined as the site of deposit with carrier. ALL TAXES, DUTIES AND OTHER SHIPPING FEES INCURRED BY GENOSOURCE WILL BE CHARGED BACK TO BUYER.
  2. Buyer assumes all ownership rights, risks and responsibilities for any loss or damage to the Products upon delivery to the carrier. Buyer should purchase insurance on the shipment to cover their risk.
  3. If Buyer fails to accept delivery of the Products within a reasonable period after receiving notice that they are ready for delivery, GenoSource may dispose of or store the Products at Buyer’s expense.
  4. GenoSource will use all reasonable efforts to avoid delay in delivery on the estimated delivery date; provided, however, failure to deliver by the estimated delivery date will not be a sufficient cause for cancellation of the order, NOR WILL GENOSOURCE BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR ECONOMIC LOSS DUE TO DELAY IN DELIVERY, EVEN IF GENOSOURCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS.
WARRANTIES AND LIABILITY
  1. GenoSource warrants that the Genetic Material conforms to the description on the listing and invoice. Except as otherwise set out in these Terms, all Products provided by GenoSource are sold “AS IS”.
  2. GENOSOURCE SPECIFICALLY GIVES NO WARRANTY OF MERCHANTABILITY, HEALTH, OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT AS SPECIFICALLY STATED IN THESE TERMS AND TO THE EXTENT ALLOWABLE BY LAW. ALL OTHER WARRANTIES ARE DISCLAIMED.
  3. GenoSource specifically disclaims any warranty of (a) the genetic make-up of the Product; (b) the performance of the Product, or the characteristics or performance of the offspring of the Product; and (c) the absence of pathogens from the Product.
  4. The warranty described above is contingent upon the proper use by Buyer of the Products in line with industry standards and in compliance with these Terms and does not cover any Products which have been modified in any manner or subject to abuse, neglect, misuse or alteration.
  5. GenoSource does not warrant that Product descriptions, marketing materials, website content, or other information related to the Products is accurate, complete, reliable, current, or error-free.
  6. GENOSOURCE, ITS AFFILIATES, AND EACH OF THEIR EMPLOYEES, OFFICERS, DIRECTORS, AND DISTRIBUTORS (“GENOSOURCE PARTIES”) ENTIRE LIABILITY ON ANY CLAIM ARISING FROM OR RELATED TO THE PRODUCTS (WHETHER FROM BREACH OF WARRANTY, CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR FIDUCIARY DUTY) SHALL NOT EXCEED THE PURCHASE PRICE PAID TO GENOSOURCE FOR THE PRODUCTS THAT ALLEGEDLY CAUSED THE LOSS, OR IF GENOSOURCE SO ELECTS, REPLACEMENT OF THE PRODUCT. IN NO EVENT SHALL ANY GENOSOURCE PARTY BE LIABLE FOR INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR MULTIPLIED DAMAGES OR LOST PROFITS SUSTAINED BY BUYER OR ANY OTHER PERSON, OR FOR ANY FAILURE OF COWS TO CALVE. BUYER AGREES NOT TO ASSERT ANY NON-CONTRACTUAL CLAIM ARISING UNDER STATE OR FEDERAL LAW ARISING FROM OR RELATED TO BUYER’S PURCHASE OR USE OF ANY PRODUCT. HAVING THE EXPERTISE AND KNOWLEDGE IN THE INTENDED USE AND CARE OF THE PRODUCTS, BUYER ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATED TO BUYER’S USE, HANDLING, OR STORAGE OF THE PRODUCTS OR RELATED TO DEFECTS IN ANY STORAGE CONTAINERS OR TANKS CONTAINING PRODUCTS.
  7. GenoSource contracts with independent contractors, sales agents, authorized representatives, or other distributors (“Distributors”) from whom Buyer may purchase Products directly. Distributors are not the agents, employees, or servants of GenoSource and are not authorized to contract for, or on behalf of, GenoSource. Because GenoSource does not control the Products after transfer to a Distributor, GenoSource disclaims all liability for the Products, services, actions, or work provided to Buyer by Distributors. Buyer agrees to defend, indemnify and hold all GenoSource Parties harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys’ fees, in any way arising from, related to or in connection with (a) Buyer’s use of GenoSource Products; (b) Buyer’s breach or alleged breach of these Terms; (c) Buyer’s violation of any third-party right, including any intellectual property right, publicity, confidentiality, property or privacy right; (d) Buyer’s violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasigovernmental authorities, including all regulatory, administrative and legislative authorities; and (e) any misrepresentation made by Buyer.
MISCELLANEOUS
  1. These Terms constitute the entire agreement between you and GenoSource, and supersede and replace any agreement, terms and conditions, or your purchase order or other ordering document related to the Products, except to the extent that such agreement is in writing, signed by both you and GenoSource.
  2. Any failure in the exercise by either Party of its right to terminate this Agreement or to enforce any provision of this Agreement for default or violation by the other Party shall not prejudice such Party’s rights of termination or enforcement for any further or other’s default or violation or be deemed a waiver of forfeiture of those rights.
  3. If any provision of these Terms are held invalid or unenforceable then the other provisions of these Terms shall remain in full force and effect.
  4. These Terms may only be amended by a written instrument executed by the Parties.
  5. These Terms shall be binding on any successors and assigns.
  6. No third party shall have any rights under these Terms.
  7. Buyer agrees to comply with all applicable laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including all regulatory, administrative and legislative authorities, including without limitation any anti-corruption and bribery law, policy or regulation, in connection with Buyer’s purchase or use of the Products and in Buyer’s dealings with GenoSource.
  8. These Terms are governed by and construed in accordance with the laws of the State of Iowa, USA without giving effect to any principles of conflicts of law. Buyer irrevocably submits to the exclusive jurisdiction of the courts of the State of Iowa, USA over any claim or matter arising out of or related to these Terms or Buyer’s purchase or use of Products.
  9. GenoSource may audit Buyer’s records no more than annually to confirm Buyer’s compliance with these Terms.
  10. The headings of these Terms are for reference and readability purposes only and will not affect the meaning or interpretation of these Terms.
  11. GenoSource may revise these Terms from time to time and will post the most current version on our website. You are bound by any revision and should review these Terms periodically.