FROZEN SEMEN SALES AGREEMENT
This Frozen Semen Sales Agreement (“Agreement”) is entered into by and between {stallionOwner} (“Seller”) and the undersigned Buyer/Mare Owner {buyerName} (“Buyer”).
By signing this Agreement and submitting payment, Buyer acknowledges that Buyer has read, understands, and agrees to be legally bound by all terms and conditions contained herein. Seller's acceptance of Buyer's payment, together with authorization for the approved laboratory to use the semen, constitutes Seller's acceptance of this Agreement. No signature by Seller or Agent shall be required for this Agreement to become effective.
Advanced Breeding Concepts Inc. d/b/a WellGrove Breeders ("Agent") is acting as Seller's authorized breeding manager, administrator, and exclusive distributor for the breeding rights granted under this Agreement. Agent is authorized to administer, interpret, implement, and enforce the terms of this Agreement on Seller's behalf, including collecting payments, issuing breeding authorizations, communicating with approved laboratories, verifying compliance, approving replacement breeding rights, and pursuing any remedies available under this Agreement.
Except as expressly provided herein, Agent does not assume ownership of the semen or any ownership interest in the stallion. For purposes of administering and enforcing this Agreement, references to the "Seller" shall include Seller's authorized Agent where the context reasonably permits.
1. Ownership and Restrictions
All frozen semen sold under this Agreement shall remain the sole and exclusive property of Seller at all times. Buyer shall have no ownership interest in the semen beyond the limited right to use it as expressly provided herein.
The semen may not be sold, assigned, transferred, or otherwise conveyed to any third party and shall not be used for ICSI under any circumstances.
Stallion Semen and Doses: Buyer is purchasing frozen semen from {stallionName}, consisting of {howMany} doses at the price of {stallion} per breeding dose.
2. Payment and Release
Buyer shall pay all invoiced amounts in full prior to the release or shipment of any semen. No semen shall be shipped until full payment has been received and this Agreement has been fully executed.
All payments are final and non-refundable.
3. Permitted Use
Buyer agrees:
- To use the semen on a mare of Buyer’s choosing during the year of purchase or the immediately following breeding season, unless otherwise agreed in writing by Seller.
- That each dose shall be used for a single insemination only and shall not be divided, split, or otherwise altered.
4. Reporting, Compliance, and Embryo Transfer Restrictions
Buyer shall:
- Provide Seller with complete breeding records following each insemination, including mare name, UELN, insemination date, and results.
- Return all used and unused empty semen straws promptly upon use.
- Notify Seller immediately of any pregnancy, including multiple pregnancies resulting from a single dose (including embryo transfer scenarios).
For each additional pregnancy resulting from a single dose and confirmed at ninety (90) days gestation, Buyer shall pay an additional stud fee equal to the original fee.
The (Non) Gestation Declaration shall be completed electronically at https://wellgrovebreeders.com/gestation-declaration
5. Authorization for Veterinary Disclosure
Buyer authorizes Seller and Agent to obtain breeding and pregnancy information from any veterinarian or reproductive facility involved. Buyer further authorizes such parties to release this information upon request.
6. No Warranties
Seller makes no representations or warranties, express or implied, including but not limited to warranties of:
- Merchantability
- Fitness for a particular purpose
- Fertility, conception, pregnancy, or live foal
7. Assumption of Risk and Indemnification
Buyer assumes all risks associated with the handling, storage, and use of the semen, as well as the care and management of any mare or resulting foal.
Buyer agrees to indemnify, defend, and hold harmless Seller, Agent, and their respective owners, officers, employees, and affiliates from any and all claims, damages, losses, liabilities, or expenses arising out of or related to this Agreement or the use of the semen.
8. Shipping and Claims
Seller and Agent shall not be liable for delays, losses, or damages occurring during shipment beyond their control.
Buyer must inspect all shipments immediately upon receipt. Any claims regarding damage or irregularity must be made in writing within twenty-four (24) hours of delivery. Replacement of semen shall be at Seller’s sole discretion.
9. Instructions and Information
Seller or Agent may provide handling or thawing instructions upon request. Buyer acknowledges responsibility for confirming all procedures with a licensed veterinarian and assumes all risk associated with use.
10. Pricing and Policy
Prices are subject to change without notice. Once payment has been received and semen allocated, no refunds, exchanges, or credits shall be issued except as expressly provided herein.
11. Breach and Liquidated Damages
In the event of fraud, misrepresentation, or material breach of this Agreement by Buyer, Seller shall be entitled to liquidated damages in the amount of $5,000 per occurrence, in addition to any unpaid stud fees or other remedies available at law.
12. Attorney's Fees and Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.
Except as otherwise provided herein, any dispute, claim, or controversy arising out of or relating to this Agreement, including its interpretation, performance, enforcement, breach, or termination, shall be resolved exclusively by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect.
The arbitration shall be conducted by a single arbitrator in Palm Beach County, Florida, unless the parties mutually agree to another location. The arbitrator shall have the authority to award any remedy available under applicable law or this Agreement, including injunctive relief, specific performance, liquidated damages, and attorney's fees.
The arbitration award shall be final and binding upon the parties, and judgment upon the award may be entered in any court having jurisdiction.
Nothing in this Section shall prevent Seller or Agent, individually or jointly, from seeking temporary, preliminary, or permanent injunctive or other equitable relief in a state or federal court located in Palm Beach County, Florida, to prevent the unauthorized use, transfer, disclosure, or misuse of Seller's semen, breeding rights, contractual rights, intellectual property, confidential information, or other proprietary interests pending resolution of the dispute through arbitration.
The prevailing party in any arbitration or court proceeding arising out of or relating to this Agreement shall be entitled to recover its reasonable attorney's fees, arbitration fees, expert witness fees, court costs, and other expenses incurred in enforcing this Agreement.
13. Entire Agreement
This agreement becomes effective upon the occurences of all of the following:
Buyer has executed this Agreement;
Buyer has paid all required fees in full; and
Agent has accepted the payment; and
No signature by Seller or Agent shall be required for this Agreement to become legally binding.
14. Entire Agreement
This Agreement constitutes the entire understanding between the parties and supersedes all prior negotiations or agreements. No modification shall be valid unless in writing and signed by both parties.