Article 1 - Applicability

1.1. These general terms and conditions apply to all requests, offers, quotations and (supplementary) agreements between the private limited liability company A.I. Total B.V. (hereinafter referred to as "AI TOTAL ") and a client, to which AI TOTAL has declared these terms and conditions applicable, insofar as the parties have not expressly deviated from these terms and conditions in writing - in parts.

1.2. The Client is defined in these general terms and conditions as any (legal) person who has concluded or wishes to conclude an agreement with AI TOTAL and, apart from him, his representative(s), agent(s), assignee(s) and heirs.

1.3. Any deviation or amendment of the general terms and conditions must be expressly agreed by the parties in writing. If deviating conditions have been agreed for a special case, these general terms and conditions shall continue to apply for all other transactions.

1.4. Only these general conditions apply to all offers and agreements of AI TOTAL , regardless of any (previous) reference by the client to his own or other general conditions. AI TOTAL expressly rejects the general conditions declared applicable by the Client and has therefore never accepted them.

1.5. AI TOTAL has the right to modify or supplement these conditions. However, for orders already accepted, the terms, conditions and provisions in force on the day the agreement is concluded will always apply. Amendments to these general terms and conditions take effect at the announced time of entry into force. AI TOTAL will send the amended conditions to the Client in good time. If no time of entry into force is communicated, amendments take effect against the Client as soon as the amendment is communicated or made known to him.

1.6. No rights whatsoever may be derived from the (intermediate) headings as used in these terms and conditions. The (sub)headings do not affect the content and validity of each (sub)article as used in these terms and conditions.

Article 2 - Offers

2.1. All offers, including those made by means of price lists issued by AI TOTAL, are only non-committal, indicative and non-binding, unless expressly agreed otherwise in writing.

2.2. Unless otherwise stated, the offer is valid for 30 days.

Article 3 - Conclusion of the agreement

3.1. An agreement, however named, is concluded only after express acceptance by AI TOTAL . This express acceptance is evidenced by written confirmation from AI TOTAL, or by the fact that it executes the agreement within 14 days.

3.2. Additional agreements or amendments regarding the concluded agreement, only bind AI TOTAL if confirmed by it in writing within a period of 14 days.

3.3. For agreements for which by their nature and scope no offer or quotation is provided, the invoice provided shall be deemed to reflect the agreement accurately and in full, subject to complaints within three working days of the invoice date.

3.4. AI TOTAL is entitled, on or after entering into the agreement, before performing (further), to obtain security from the Client regarding both the Client's payment and other obligations.

3.5. AI TOTAL is authorised, if deemed necessary or desirable for the correct execution of the assignment given, to engage third parties in the execution of the agreement, the costs of which will be charged to the Client in accordance with the quotation provided.

3.6. Client is obliged to provide all information and any documents required for proper performance of the agreement in a timely manner.

Article 4 - Prices

4.1. Unless otherwise agreed in writing, prices charged by AI TOTAL are exclusive of VAT, import and export duties, other taxes, levies, duties and costs.

4.2. Forward deliveries shall be made at prices prevailing on the day of delivery, unless otherwise agreed in writing.

4.3. The prices charged by AI TOTAL are confirmed by means of the order confirmation and are based on the price determining factors known at the time of the formation of the agreement.

4.4. AI TOTAL is entitled to pass on to the client, in the form of a surcharge on the prices referred to in this article, all (additional) costs, rights, charges and taxes not calculated in these prices, related to the import, production, provision of services, processing, loading, transport, unloading or delivery, insofar as these (additional) costs, rights, charges and taxes were not known to AI TOTAL at the time of entering into the agreement and arise during normal execution thereof for it or are charged to it. If a price increase exceeds 15%, the Client has the right to dissolve the agreement.

4.5. If a discount, of whatever nature and under whatever name, is agreed between the parties on the prices referred to in this article, AI TOTAL has the right at all times to withdraw or modify this discount without observing a deadline. The same applies mutatis mutandis to agreed turnover bonuses.

Article 5 - Authorised/prohibited use doses (straws) AI TOTAL bull semen

5.1. Each Client represents, warrants and undertakes that each dose of AI TOTAL bull semen will only be used as described in this article. Any other use - directly or indirectly - is prohibited and AI TOTAL reserves all rights and remedies if a violation is detected.

5.2. Each dose of AI TOTAL bull semen - both conventional and sexed - is intended for one-time 'KI' use for the purpose of making the cow pregnant. Single KI use means that a dose of AI TOTAL bull semen may be used only once to inseminate one cow.

5.3. Any other use of AI TOTAL semen, such as insemination for embryo transplantation and/or IVF purposes, cloning, genotyping, genetic or DNA analysis or manipulation, reverse sorting, sequencing, use in public or private research programmes, production of animals for semen collection or sale of semen, or any other research or development use is prohibited.

5.4. Additional conditions apply to the use of doses of AiDol and/or ERS bull semen. To access the AiDol and/or ERS programme, you must sign an agreement in advance, which can be found on the website and requested at

5.5. If the Client has written consent regarding the resale or distribution of the doses of AI TOTAL bull semen to third parties, the Client must ensure that its buyers are bound by the same Terms and Conditions as the Client itself is.

Article 6 - Delivery and transport

6.1. All orders are delivered according to incoterms 'EX Works' unless otherwise agreed in writing.

6.2. Client is obliged to take delivery of the purchased goods at the time they are made available to them in accordance with the contents of the agreement, or at the time they are delivered to them.

6.3. If Customer refuses to take delivery or is negligent in providing information or instructions necessary for delivery, the goods shall be stored at Customer's expense and risk. Client shall in that case also owe all additional costs, including in any case storage costs.

6.4. The time of delivery is the moment the purchased item is offered for delivery, or the moment the purchased item is made available in accordance with the content of the agreement.

6.5. AI TOTAL is allowed to deliver sold goods in parts. This does not apply if a partial delivery has no independent value. If the goods are delivered in parts, AI TOTAL is authorised to invoice each part separately.

6.6. If the nature of the goods does not lend itself to storage, AI TOTAL is entitled to resell the goods, without prejudice to its claim against the client for full compensation.

Article 7 - Delivery times

7.1. The delivery times stated in the agreement and offer are never to be regarded as so-called 'fatal' terms, unless expressly agreed otherwise.

7.2. Exceeding the delivery period, however arising, does not entitle the client to any compensation, to dissolve the agreement, to refuse receipt of the products and/or to withhold payment. However, the client has the right to set AI TOTAL a new reasonable deadline in writing, which shall never be less than 14 days, failing which the client is exclusively entitled to dissolve the agreement insofar as it has not been performed. Again, the client has no right to compensation for any damage suffered by him.

Article 8 - Sampling

8.1. If a model, sample or example was shown or provided by AI TOTAL, it is presumed to have been shown or provided only by way of indication; the qualities of the goods to be delivered may differ from the sample, model or example, unless it was expressly stated that delivery would be made in accordance with the sample, model or example shown or provided.

Article 9 - Changes and cancellation

9.1. Modifications to the execution of the agreement are only possible if the desired modification is communicated in writing to AI TOTAL by the client and subsequently approved in writing by AI TOTAL. Costs and any damage resulting from this modification may be charged to the client by AI TOTAL.

9.2. If, after an agreement has been concluded, the client cancels it in full or in part, 20% of the order price (including VAT) will be charged as cancellation costs, without prejudice to AI TOTAL's right to claim full compensation from the client.

Article 10 - Payments

10.1.Unless otherwise agreed in writing, all invoices shall be paid by legal tender at the latest within thirty days of the invoice date without any discount or set-off. All payment terms are to be regarded as deadlines. The Customer shall therefore be in default by operation of law if a payment term shall have expired, without a separate notice of default being required.

10.2.The amount owed by Client shall in any case be immediately due and payable, without any warning or notice of default being required, if the agreed amount is not promptly paid on the due date; if Client becomes bankrupt, renounces estate, applies for suspension of payment or if a request for placement under guardianship is filed; if any attachment is levied on all or part of the Client's goods or receivables; if Client dies, is placed under guardianship, goes into liquidation, or is dissolved; fails to meet any of his obligations under the law or these terms and conditions; ceases or transfers all or an important part of his business, including the contribution of his business to an existing or to-be-established company, or changes the objective of his business. This is without prejudice to AI TOTAL's right to compensation for costs, damages and interest.

10.3.Payments made by the Customer shall always serve to pay all interest, penalty(s) and costs due and subsequently due and payable invoices that have been outstanding the longest, even if the Customer states that payment relates to a later invoice.

10.4.If the Client fails to fulfil one or more payment obligations, or fails to do so on time or in full, the Client is liable to AI TOTAL from the due date for interest on all overdue payments at the rate of 2% per month or part of a month, with part of a month counting as a full month. The Client is also liable for extrajudicial and judicial collection costs of a minimum of 15% of the amount of the overdue payment. Extrajudicial collection costs are all costs incurred by AI TOTAL to recover amounts owed by the client under the agreement, such as lawyers' and prosecutors' fees, bailiffs' fees, agents and collection agencies.

10.5.If, for example, AI TOTAL receives unfavourable reports about the client from a financial or business point of view, AI TOTAL is entitled, even if this situation occurs after written confirmation of the order, to demand advance payment, cash payment or security for payment. Refusal by the client to provide the requested security entitles AI TOTAL to dissolve the agreement, without prejudice to AI TOTAL's right to compensation for costs, expenses and loss of profit.

10.6.If the order is issued by more than one Client, all Clients are jointly and severally liable for the fulfilment of the obligations as specified in this article as well as in this agreement, regardless of the name of the invoice.

Article 11 - Complaints

11.1 On delivery and on receipt of the goods and/or services, the client must check whether the delivery corresponds to the order or his order, failing which he must notify AI TOTAL in writing immediately, or at least within 8 days of delivery.

11.2.Complaints should be reported immediately after the complaint is discovered or could reasonably have been discovered by the client or customer to AI TOTAL , failing which the client is deemed to have accepted the goods unconditionally.

11.3.If the client complains, he is obliged to leave the goods in unaltered condition until AI TOTAL has investigated the complaints.

11.4.Complaints must reach AI TOTAL directly in writing within the period(s) referred to in this article following delivery of the goods in question, giving precise details of the nature and basis of the complaints, as well as the invoice and delivery note number. Any right of complaint lapses if the goods are already in use by the Client (or a third party), which has changed their nature, appearance or composition through handling, storage or transport.

11.5.Complaints shall not entitle Principal to suspend payment while set-off is expressly excluded.

11.6.Complaints about invoices should also be submitted in writing to AI TOTAL and at the latest within 14 days of the invoice date.

11.7.If it has been agreed that the client will inspect or have inspected goods from AI TOTAL and he has not exercised this right within 8 days of being given the opportunity to do so by or on behalf of AI TOTAL, the goods are deemed to have been accepted by the client.

11.8.In the event of timely and justified complaints, AI TOTAL will, at its discretion, still deliver the agreed performance, repair, replace or credit the goods.

11.9.Return of the delivered goods by the Client may only take place with the prior written consent of AI TOTAL , under conditions to be determined by it.

Article 12 - Obligations AI TOTAL

12.1.AI TOTAL will endeavour as far as possible to comply with governmental requirements regarding the goods it sells. The goods are offered for sale only after they have been subjected to a detailed technical examination and the agreed characteristics correspond to the corresponding descriptions.

12.2.Information given in newsletters, advertisements, documentation and lectures or statements made by AI TOTAL employees are not binding and can never be considered as any form of guarantee. AI TOTAL is therefore not liable for any errors or omissions.

Article 13 - Force majeure

13.1.AI TOTAL is not obliged to fulfil any obligation if it is prevented from doing so as a result of a circumstance not attributable to its fault, nor for its account by virtue of law, legal act or generally accepted practice.

13.2.If AI TOTAL is affected by force majeure or other extraordinary circumstances such as, but not limited to, delayed delivery by Clients of AI TOTAL , AI TOTAL has the right to suspend its obligations under the agreement and still perform the agreement within a reasonable period, or if fulfilment within a reasonable period is not possible, to dissolve all or part of the agreement without being liable for any compensation.

13.3.Customer, on the other hand, is not entitled to dissolve the agreement, unless Customer can prove that earlier performance is essential for him within his business operations. Dissolution in that case must take place in writing within no later than five days after the expiry of the one-month period.

13.4.Force majeure includes, but is not limited to: war, state of siege, call-up, sabotage, natural disasters, government measures, fire, strikes, lack of resources, shortage of work force, breakdown of energy and/or water supplies and/or means of communication, traffic disturbances, breakdown of machinery and/or tools, contagious livestock diseases, reasonably unforeseeable poor quality, productivity and health of the bovine animals used and to be used in the performance of the agreements, semen and embryos (including the presence of undesirable - and the absence of desirable - genes, disappointing gestation results and unexpectedly long gestation periods), as well as failure by third parties to fulfil their obligations to AI TOTAL for whatever reason, without AI TOTAL having to demonstrate influence by another party on its business.

13.5.The party that believes it is (or will be) in force majeure must immediately notify the other party in writing.

Article 14 - Industrial and intellectual property

14.1.Unless otherwise agreed in writing, AI TOTAL retains copyright, as well as all other rights of intellectual or industrial property on the goods, designs, sketches, images, drawings, models, samples and offers it provides. These goods remain the property of AI TOTAL and may not be copied, shown to third parties or otherwise used without its express authorisation and on penalty of a fine of €25,000 for each offence to be paid to AI TOTAL, whether or not the client has charged for them.

Article 15 - Liability

15.1.For defects in goods delivered and in respect of (additional) services, AI TOTAL's liability is limited to a maximum amount equal to the invoice amount, or to a maximum of the amount of the fee charged by AI TOTAL to the client in the context of the agreement. This limitation does not apply if the damage is due to intent or gross negligence on the part of AI TOTAL or its managing subordinates.

15.2.Only those damages for which AI TOTAL is insured, or should reasonably have been insured, given industry practice, are eligible for compensation. The following limitations must be observed:

15.3.AI TOTAL is not liable for damage (of any kind) caused by or during the execution of the agreement to goods (including movable and immovable property) or persons, whether on the part of the client or third parties.

15.4.In any case, AI TOTAL is not liable for damage incurred or caused by acts or work as carried out by the Client or third parties after delivery, or the improper use of the delivered item or its unsuitability as a result for the purpose for which the Client purchased it.

15.5.More specifically, AI TOTAL is never liable for damages resulting from reasonably unforeseeable and reasonably uncontrollable contagious livestock disease(s), (duration of) gestation, poor quality, productivity and health of semen, embryos and/or bovine animals used in the performance of the agreements. Consequently, AI TOTAL is also not liable for damages related in any way to the presence (respectively absence) of undesirable (respectively desirable) hereditary characteristics (e.g. related to recessive genes) of the bovine(s), semen and embryos used in the execution of the agreements.

15.6.Nor is AI TOTAL liable for damage suffered by the client in the application or use of any (additional) advice or work, unless there is intent or gross negligence on the part of AI TOTAL.

15.7.From the moment of delivery of the goods to the client, AI TOTAL is indemnified against all third-party claims, including payment of damages, regardless of whether the damage occurred as a result of composition and/or manufacturing defects or any other cause.

15.8.The limitations of liability set out in the preceding paragraphs do not apply if there is intent or deliberate recklessness on the part of AI TOTAL or its subordinates

15.9.If the execution of the order entails the use of a third party, AI TOTAL is not liable for damages resulting from the acts or omissions of this third party. The client indemnifies AI TOTAL against claims from and by third parties.

Article 16 - Retention of title

16.1.Ownership of all products sold by AI TOTAL to the client remains with AI TOTAL for as long as the client has not paid the claims arising from these or similar agreements, for as long as the client has not paid the claims arising from the work performed or to be performed from these or similar agreements, and for as long as the client has not paid the claims for failure to fulfil such obligations, including claims relating to fines, interest and costs.

16.2.Goods delivered by AI TOTAL which are subject to retention of title pursuant to the previous sub-article may only be resold in the context of normal business activities. The customer is not authorised to pledge the goods in question or to establish any other (limited) right on them.

16.3.If the client fails to fulfil his obligations or there is a well-founded fear that he will not do so, AI TOTAL is entitled to remove or arrange the removal from the client's or third parties' premises of the delivered goods subject to the reservation of title referred to in the first paragraph of this article. The client is obliged to provide all assistance to this end on penalty of a fine of 15% of the (invoice) amount owed by him or part thereof.

16.4.Client undertakes at the first request of AI TOTAL :

• insure and keep insured the goods delivered under retention of title against fire, explosion, water damage and theft and make the policy of this insurance available to AI TOTAL for inspection;

• to pledge to AI TOTAL all claims by the Client against insurers relating to goods delivered under retention of title in accordance with Article 3:239 of the Civil Code;

• pledge to AI TOTAL the claims that the Client obtains against its customers on resale of the goods delivered under retention of title in accordance with Article 3:239 of the Civil Code;

• declare without delay the names and addresses of all third parties to whom he has resold the goods delivered by AI TOTAL under reservation of ownership, and all rights he has acquired against these third parties in respect of such resale; - mark the goods delivered under reservation of ownership as the property of AI TOTAL ;

• cooperate in all reasonable measures that AI TOTAL wishes to take to protect its retention of title with respect to the goods delivered and which do not unreasonably hinder the Client in the normal conduct of his business; 15.5 If the client, after being summoned by AI TOTAL, remains in default of cooperating as referred to in the aforementioned paragraph of this article, he forfeits an immediately payable penalty amounting to 25% of the outstanding claim against the client, as well as an immediately payable penalty of 5% of the outstanding claim for each subsequent day during which the client's default continues, without prejudice to AI TOTAL's right to claim additional performance or full compensation.

Article 17 - Indemnification

17.1.Both with regard to the agreement concluded with the client and with regard to the execution of that agreement, AI TOTAL is entitled to substitute another person. The client hereby gives AI TOTAL its consent to this substitution. The substitution comes into effect as soon as AI TOTAL has given written notice thereof, also on behalf of the substitute.

Article 18 - Suspension and dissolution

18.1.If the Client fails to meet, on time or properly, any obligation arising from this or any other agreement entered into with him, if he is declared bankrupt or the application for bankruptcy is made, if he has applied for a moratorium, if he proceeds to liquidation, if all or essential parts of his company are seized, or in the event of a shutdown of his business or any similar condition of the client's business, AI TOTAL has the right to suspend fulfilment of its obligations, even if work has begun, or to dissolve the agreement or the unimplemented part of the agreement without recourse to the courts, without prejudice to all other rights accruing to AI TOTAL. In such case, all outstanding claims against the Client will become immediately payable.

Article 19 - Applicable law and disputes

19.1.All offers, agreements resulting therefrom and the execution thereof shall be governed exclusively by Dutch law. The Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods Vienna 11 April 1980, trb, 1981, 184 and 196.61), shall not apply to this agreement.

19.2.All disputes, including those regarded as such by only one of the parties, arising from or relating to the agreement to which these terms and conditions apply, or the terms and conditions in question themselves and their interpretation or execution, both of a factual and legal nature, shall be settled exclusively by the competent civil court of the District Court in Zwolle, the Netherlands. This is subject to insofar as mandatory rules of relative competence would prevent this choice.

19.3.In the event of disputes relating to the quality of the products or services provided, the parties are authorised, albeit only upon unanimous written request, to submit them to a binding opinion by an impartial expert, namely the organisation Gezonde Dieren (GD) based in Deventer. The decision of this appointed service will be binding on both parties. The appointed service will decide, after giving both parties at least the opportunity to explain their position once in writing and once orally, and after hearing witnesses if necessary. In its decision it shall also determine which of the parties shall bear all or part of the costs associated with the opinion.