In addition to the ABS Standard Terms and Conditions, the following terms apply to any purchase and use of Icon Sire™ germplasm from ABS and use of first-generation offspring produced from Icon Sire germplasm (“Offspring”). Nothing in these terms requires you to purchase or use Icon Sire germplasm from ABS.
Use
You agree to only use Icon Sire germplasm (in whole or in part) in animals owned or leased by you in the ordinary course of business. You shall not, without the prior written consent of ABS, prior to or during the Option Period, directly or indirectly:
- Collect semen from male Offspring;
- Sell, market, lease, or otherwise transfer Offspring (whether born or unborn) to any third-party; or
- Collect for, market, sell or otherwise supply semen, oocytes, or embryos from Offspring to any third-party.
For clarity, any embryos you produce from Icon Sire germplasm are for your internal use only and may not be sold, transferred, or used with any third-party at any time unless otherwise agreed in writing by ABS. For the avoidance of doubt, nothing in these terms restricts your use of Offspring for natural matings within your herd or selling an Offspring to slaughter.
Option
You grant ABS (or its nominated affiliate) an exclusive, irrevocable option to purchase (A) any male Offspring and (B) any female which you make, or intend to make, available for sale, on the following terms:
- If (i) the Offspring’s Sire is listed on the Icon Sires website and (ii) it meets the any of minimum genetic requirements listed on the Icon Sires website, you shall notify ABS in writing within 3 business days of receiving the first genomic evaluation on any male Offspring or immediately if you desire to sell any female Offspring by filling out the Icon Sires Offspring Option Submission Form. You agree it is your responsibility to check the Icon Sires website prior to offering Offspring for sale and as otherwise necessary to carry out your obligations under these terms.
- ABS shall have 15 business days from the date it receives written notice from you (“Option Period”) to exercise its option for such Offspring on the pricing matrixes and payment terms listed on the Icon Sire Option Terms webpage at (http://www-test.absglobal.com/option-terms), as updated from time to time, and on other terms customary to animal purchase agreements in bovine genetic industry. If ABS exercises its option under this section, you and ABS shall enter into ABS’s standard bull or female purchase agreement then in effect (“Purchase Agreement”) for the applicable Offspring.
- If (i) the Sire is no longer listed on the Icon Sires website, (ii) the Offspring does not meet any of the genetic requirements listed on the Icon Sires website, or (iii) ABS fails to exercise its option within the Option Period or otherwise notifies you in writing of its intention not to purchase the Offspring, you shall be free to sell or dispose of the Offspring at your discretion, subject to the ABS Terms and Conditions (ABS T&Cs).
You agree it is your responsibility to check the Icon Sire website prior to offering Offspring for sale and as otherwise reasonably necessary to carry out your obligations under these terms.
General Provisions
These terms apply to your use of any Icon Sire germplasm, regardless of how it came into your possession. You shall not assign any of your rights or obligations under these terms without the written consent of ABS. Any unauthorized assignment or delegation of these terms or any Offspring shall be null and void ab initio. These terms are binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.
Upon ABS’s request, you shall provide ABS with documentary evidence (reasonably acceptable to ABS) of your semen purchases and breeding records necessary for monitoring your obligations under this Agreement.
You acknowledge and agree that any breach of your obligations under these terms would cause irreparable harm and injury to ABS, the monetary value of which may be difficult to ascertain, and ABS has the right to seek injunctive relief to enforce any such obligations, in addition to any other rights and remedies it may have.
You acknowledge that ABS or one of its affiliates is, and shall at all times remain, the owner of all intellectual property existing in or created, generated or discovered from the Genetic Materials (as defined in ABS T&Cs) contained in Icon Sire germplasm.
These terms, together with the ABS T&Cs and any and any other documents incorporated herein by reference is the entire Agreement between you and ABS related to the Offspring and Icon Sire germplasm, supersedes all prior discussions and agreements covering its subject matter, and may only be modified in writing, signed by both parties. If you have a product development herd agreement or a prerelease agreement on file with ABS, to the extent that its terms conflict with this Agreement, its terms shall prevail.
The Parties agree that this Agreement and documents incorporated by reference be drawn up in the English language only. Les Parties aux présentes ont convenu que cette entente et les documents s’y rattachant soient rédigés en langue anglaise seulement.
Option Price
If ABS exercises its option under Section 3 of the Icon Sires Option Agreement or the “Option” section of these terms, ABS shall pay you the following sums (in USD), based on the rank of the Offspring and on the conditions set forth below and in the Purchase Agreement:
Female Offspring– HOLSTEIN
| Ranking* | Purchase Price |
|---|---|
| 1-25 | $100,000 |
| 26+ | $40,000 |
Ranking is based on the female Offspring’s TPI “Index” rank compared to females of the Offspring’s age or older in the most recent published Sire Summary CDCB file.
Male Offspring – HOLSTEIN
| Ranking* | Purchase Price |
|---|---|
| 1-10 | $100,000 |
| 11-30 | $50,000 |
| 31-100 | $20,000 |
| 101+ | $10,000 |
*Ranking is based on the male Offspring’s TPI “Index” rank compared to bulls of the Offspring’s age or older in the most recent published Sire Summary CDCB file.
Female Offspring – HOLSTEIN POLLED/RED
(PO; PP; Red Carrier; or Red Dominant)
| Ranking* | Purchase Price |
|---|---|
| 1-3 | $30,000 |
| 4+ | $20,000 |
Ranking is based on the female Offspring’s TPI polled (PO or PP) “Index” rank compared to females of the Offspring’s age or older in the most recent published Sire Summary CDCB file. If your offspring ranks on both the general Holstein and one of the polled indexes, you will receive the purchase price applicable to its rank in each pricing matrix. ABS may elect to confirm polled status by a gene test at its cost, and if it so elects, the Option Period shall be extended for an additional 10 business days.
Male Offspring – HOLSTEIN POLLED/RED
(PO; PP; Red Carrier; or Red Dominant)
| Ranking* | Purchase Price |
|---|---|
| 1 | $30,000 |
| 2 | $20,000 |
| 3-5 | $15,000 |
| 6+ | $10,000 |
Ranking is based on the male Offspring’s TPI polled (PO or PP) “Index” rank compared to bulls of the Offspring’s age or older in the most recent published Sire Summary CDCB file. If your offspring ranks on both the general Holstein and one of the polled indexes, you will receive the purchase price applicable to its rank in each pricing matrix. ABS may elect to confirm polled status by a gene test at its cost, and if it so elects, the Option Period shall be extended for an additional 10 business days.
Female Offspring – JERSEY
| Ranking* | Purchase Price |
|---|---|
| 1-25 | $30,000 |
| 26+ | $15,000 |
Ranking is based on the female Offspring’s JPI “Index” rank compared to females of the Offspring’s age or older in the most recent published Sire Summary CDCB file.
Male Offspring – JERSEY
| Ranking* | Purchase Price |
|---|---|
| 1-10 | $30,000 |
| 11-30 | $20,000 |
| 31+ | $10,000 |
* Ranking is based on the male Offspring’s JPI “Index” rank compared to bulls of the Offspring’s age or older in the most recent published Sire Summary CDCB file.
Conditions of Purchase.
ABS shall pay you the purchase price upon the following conditions:
1. Male Offspring – The purchase price shall only be paid if and after the Offspring:
- Passes the standard ABS vet inspection and health and semen production testing (as detailed in the Purchase Agreement); and
- Has produced at least 2,000 units of semen
2. Female Offspring – The purchase price shall only be paid if and after the Offspring:
- Passes the standard ABS vet inspection and health testing (as detailed in the Purchase Agreement); and
- Is reproductively sound as determined in the reasonable discretion of the ABS veterinary staff.
3. All other applicable terms of in the applicable Purchase Agreement are met.
From time to time, ABS may add or change the pricing matrixes and payment terms, including (without limitation), purchase price, tiers, index, genetic evaluation file, breeds. The pricing terms in effect at the time you give notice to ABS under Section 3(a) of the Agreement shall govern any purchase of Offspring.