You, our customer, are agreeing to several important things when you agree to these Terms of Service, as mentioned in more detail below.  Most importantly:

• ReproLogix’s maximum liability for your animals, semen, embryos and other property is limited as noted below, no matter how rare or exceptional your animals are;

• You are hiring ReproLogix to perform complex and technical services to help you maximize your best animal genetics, but the outcome may not be as great as any of us hope for or expect and you won’t hold ReproLogix responsible; and

• ReproLogix earns its fees once work is completed, regardless of the ultimate success of the procedures. In other words, even if the outcome isn’t what any of us hope for or expect, you agree ReproLogix will be paid and won’t make a fuss or bring claims against us;

• Every time you or your representative order services from ReproLogix, you are confirming your agreement with these Terms of Service as they may be amended from time to time, so please read and understand them.
   

ReproLogix, LLC, a Kansas limited liability company, and its affiliates (collectively “ReproLogix”) provide services which are inherently dangerous to its customers’ cattle, horses, and other animals. The cattle, horses, and other animals are exposed to dangers that are unavoidable if ReproLogix is to produce bovine, equine, and other animal products (including semen and embryos). Also, the products produced are fragile and easily damaged or destroyed.

In these Terms of Service you, our customer, acknowledge the inherent dangers, risks and uncertainties associated with the services and procedures provided by ReproLogix and waive or partially waive certain legal rights that you might otherwise have regarding the products and services provided by ReproLogix. This acknowledgement of the dangers and waiver of certain legal rights is necessary if ReproLogix is to be able to provide services and products at an affordable price. If you do not understand any of the terms of this agreement, consult independent legal counsel before proceeding.

 

Fees and Payment – Fees Earned Immediately; Payment Upon Invoice

 

ReproLogix’s fees are earned at the time services are completed.  At ReproLogix’s discretion, a customer may be invoiced for ReproLogix’s services after the services have been rendered or at the completion of all services. The invoice amount will reflect ReproLogix rates disclosed from time to time to its customers and will be due in full within thirty (30) days after the invoice date.

If an invoice is not paid in full on or before the thirtieth (30th) day after the invoice date, the outstanding balance will accrue interest at the rate of twelve (12%) percent per annum until paid. All outstanding invoices must be paid within thirty (30) days. If the invoice amount is not paid in full on or before the ninetieth (90th) day after the invoice date, the customer agrees that ReproLogix will cease all further work for customer and shall have a right to retain and sell, assign, or otherwise transfer as ReproLogix’s own property any customer semen and/or embryos in ReproLogix’s possession. In that circumstance, customer agrees this document will serve as sufficient evidence of ReproLogix’s title so such semen and/or embryos and may be used to effectively, completely and legally support a bill of sale from ReproLogix as seller to any other party without the necessity of legal, administrative, or other proceedings by ReproLogix. The proceeds from ReproLogix’s sale of the customer’s semen and/or embryos may be applied against the customer’s invoice amount, interest accrued on the customer’s amount, ReproLogix’s expenses of sale, and all costs incurred by ReproLogix to take ownership of the products and hold them for sale. Any products remaining after full satisfaction of customer’s accounts will be re-transferred to the customer.

 

Viability of Products – No Guarantee or Warranty of Any Kind

 

The viability of the products produced and sold by ReproLogix, including semen and embryos of cattle, horses, and other animals, is uncertain and cannot be guaranteed by ReproLogix. Therefore, the customer agrees REPROLOGIX HAS MADE NO GUARANTEES OR WARRANTIES AS TO THE MERCHANTABILITY, FITNESS FOR ANY USE, OR FOR THE SUCCESSFUL USE OF SUCH PRODUCTS and further agrees not to pursue ReproLogix in any legal or other action for matters which arise out of the customer’s purchase, sale, or use of such products.

Without modifying the foregoing, ReproLogix may, at its sole discretion, credit your account or provide other value to you in the unlikely event its IVF services (IVF Production, Freezing and Transfer) do not create a 40% pregnancy rate in the animals serviced as measured at 33 days from the date of transfer.   

 

Animal Bailment – Strict Limitation of Liability for Damage or Loss

 

The customer may be leaving one or more animal, semen or embryos in the possession of ReproLogix to perform certain procedures for which the customer engaged ReproLogix. While the animal, semen or embryos are in the possession of ReproLogix, ReproLogix will provide ordinary and reasonably necessary care and, in the case of an animal, will return the animal to the customer as soon as practical after ReproLogix’s procedures and services are completed.

Each time a live animal is placed in ReproLogix’s custody in the course of ReproLogix’s services, the customer and ReproLogix will agree upon that animal’s value in a separate writing (“Agreed Value”).  The customer agrees that ReproLogix’s liability for any damage, injury, or destruction of the animal will be limited to the Agreed Value.  If no Agreed Value is determine in writing at the time the animal is placed in ReproLogix’s custody, then ReproLogix’s liability is limited to $1,500.00 per animal, regardless of how the damage, injury, or destruction of the animal occurs, whether from accident, an act of God, ordinary negligence, gross negligence, intentional misconduct, or any other action or inaction of any agent, employee, or representative of ReproLogix or any other party.

 

Storage, Transportation, Processing of Semen and Embryos – Absolutely No Liability for Loss or Damage

 

The customer acknowledges and agrees that ReproLogix will not be liable for any losses or damages for semen and embryos that are damaged or destroyed while being processed, stored, or transported by ReproLogix, its agents, or representatives, regardless of the source of semen or embryos or how the damage or destruction occurs. This includes, but is not limited to, accident, acts of God, ordinary negligence, gross negligence, vandalism, intentional misconduct, or any other occurrence.

 

The customer acknowledges and agrees that it is solely the customer’s responsibility to acquire and maintain casualty or other insurance needed to cover the value of the customer’s animal, semen and/or embryo in the case of injury, death, destruction or any other damage. The customer hereby waives any right of subrogation that any insurer may have against ReproLogix.

 

This agreement is governed by Kansas Law without application of choice of law provisions, and any disputes regarding the services delivered by ReproLogix will be resolved solely in courts of general jurisdiction in Fort Scott, Kansas.

 

Updates to Terms of Service 

 

These Terms of Service may be amended at any time and, if amended, will be published at ReproLogix, LLC. By continuing to order services from Reprologix after any amendment, customer agrees to be bound by the Terms of Service as they exist at the time services are ordered.