BUYER: PLEASE PRINT THIS FILE FOR YOUR RECORDS.
This PUREBRED BRAHMAN SEMEN SALES AGREEMENT (the “Agreement”) is made by and between B.R. Cutrer, Inc. (Brahman Country Genetics, LLC), a Texas limited liability company with offices located at 1730 North Richmond, Wharton, TX 77488, and any affiliated co-owners of bulls listed above, and the buyer listed above (the “Buyer”) (Collectively referred as the “Parties” and individually referred as the “Party”).
SECTION 1. – SEMEN PURCHASE
1. Semen. The semen purchased under this Agreement shall be from purebred Brahman bulls registered by B.R. Cutrer, Inc. (Brahman Country Genetics, LLC) with the American Brahman Breeders Association (“ABBA”) (the “Semen”).
2. DNA / Blood Typing: The bull sold above is DNA verified and/or blood typed on file with the ABBA as required to meet registration requirements.
3. Semen Quality. B.R. Cutrer, Inc. (Brahman Country Genetics, LLC) represents that its semen is of marketable quality at the time of the purchase, and meets the standards for frozen semen collection from the semen centers (Brushy Creek Custom Sires and/or Elgin Breeding Service). B.R. Cutrer, Inc. (Brahman Country Genetics, LLC) makes no guarantee of conception rates of AI, ET or IVF. It makes no guarantee of number of embryos produced, or number or pregnancies produced.
4. Buyer Storage and Maintenance Responsibility. Buyer is responsible for following proper storage, semen tank maintenance, liquid nitrogen filling, semen thawing, semen handling and any other responsibilities for maintaining the semen quality. Semen must be moved into the buyer's account at respective storage facilities within 30 days of semen release. Failure to pickup or transfer semen within 30 days may result in the semen being forfeited without refund or replacement.
5. Term. This contract is valid only for the purchase of the above referenced semen.
6. Purchase Price. The purchase price for the Semen will vary among sires and is negotiable between B.R. Cutrer, Inc. (Brahman Country Genetics, LLC) and Buyer.
7. Payment Methods. B.R. Cutrer, Inc. (Brahman Country Genetics, LLC) accepts payment for the Semen via cash, check, or credit card. No semen will be released without full payment.
8. Shipment of Semen. Buyer is responsible for the shipment of Semen. The Semen will be release in the Buyer’s name at the respective storage facility where the Semen is housed (e.g., Elgin Breeding Service, Brushy Creek Custom Sires) (the “Storage Facility”). B.R. Cutrer, Inc. (Brahman Country Genetics, LLC) shall provide instructions to Buyer regarding said storage facility. Buyer may pick up the semen or is responsible for shipping costs directly to the Storage Facility. B.R. Cutrer, Inc. (Brahman Country Genetics, LLC) bears no responsibility for damages to semen while in transit. The Buyer should purchase insurance on the shipment to cover their risk.
9. No Resale. Under no circumstances may the Semen be resold, traded, transferred, donated, or exchanged to other cattle breeders by Buyer without written permission by B.R. Cutrer, Inc. (Brahman Country Genetics, LLC).
10. Use of Semen. The Semen is sold for the intent of in-herd use of the Buyer. It may only be used by the Buyer and his/her immediate family members. Semen may not be split or divided among different herds.
11. No Partnership Flushes. The Semen may not be utilized for partnership or co-owned flushes unless all partners or co-owners are signatories of this Agreement and Buyers of Semen.
12. Reverse Sorting Semen. B.R. Cutrer, Inc. (Brahman Country Genetics, LLC) makes no guarantee on the ability for conventional (non-sexed) semen to be reversed sorted. Any guarantee is voided if semen is attempted to be reverse sorted
13. AI certificates will be released at the time that the application for registration is submitted to the ABBA. Buyer may request AI certificates by visiting www.brcutrer.com and completing the AI Certificate Request form. If additional AI certificates are requested by Buyer then BRC will issue Buyer extra copies via the ABBA at the list price for the current year for that particular sire (i.e., currently between $50 to $250 per certificate depending on the sire). Said AI certificates are non-transferable and will only be issued to the Buyer or a family member. AI certificates will not be issued to partners as referenced in 1.9.
14. Holding Brand of Live Cattle AI Certificates will only be issued for animals carrying the registered holding brand on of the Buyer. AI certificates will not be issued for unbranded cattle.
15. Sales of Frozen Genetics. Buyer may not sell pregnant recipients or frozen embryos produced by this Semen in the United States.
16. Confidentiality. Buyer agrees to keep the terms of this Agreement or the sale price of the Semen confidential and not disclose the terms to third parties except as ordered by a court.
17. Injunctive Relief. Buyer recognizes that B.R. Cutrer, Inc. (Brahman Country Genetics, LLC) will suffer irreparable harm if Buyer breaches this Agreement and monetary damages may be inadequate to compensate BRC Ranch from such breach; thus, B.R. Cutrer, Inc. (Brahman Country Genetics, LLC) may be entitled to seek injunctive relief in addition to any other remedy at law or equity to enforce such provisions.
18. Disclaimer. LICENSOR MAKES NO OTHER WARRANTY OF FITNESS OF THE SEMEN FOR A PARTICULAR PURPOSE, NOR OF MERCHANT ABILITY OF THE SEMEN, OR ANY OTHER EXPRESS OR IMPLIED WARRANT SHALL EXIST OTHER THAN WHAT IS PROVIDED IN THIS AGREEMENT.
SECTION 2. – MISCELLANEOUS PROVISIONS
1. Waiver. 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.
2. Severability. If any provision of this Agreement is held invalid or unenforceable then the other provisions of this Agreement shall remain in full force and effect.
3. Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding B.R. Cutrer, Inc. (Brahman Country Genetics, LLC) semen sales of this Agreement.
4. Amendments or Modifications. This Agreement and any exhibits or addendums attached hereto may only be amended by a written instrument executed by the Parties.
5. Choice of Law. This Agreement shall be interpreted in accordance with the law of Texas without giving effect to that state’s choice of law rules.
6. Choice of Forum. The forum for any dispute or litigation arising out of this Agreement shall be in Wharton County, Texas or in a Federal District Court in Texas.
7. Assignment. Neither Party may assign this Agreement without written permission from the other Party.
8. Binding Effect. This Agreement shall be binding on any successors and assigns.
9. Third Party Beneficiaries. No third party shall have any rights under the terms of this Agreement.
10. Headings. The headings and subheadings contained in this Agreement are for reference and readability purposes only and will not affect the meaning or interpretation of this Agreement.
11. Execution. A scanned, digitally signed, or faxed copy of this Agreement shall be deemed to be an original. The Parties may execute this Agreement in counterparts.