Terms and Conditions

1.1 Acceptance of orders

1. Orders received by Alta for the purchase of Product shall not bind Alta until accepted by Alta.
2. Alta shall acknowledge all orders within at most two (2) weeks of receipt and shall confirm its acceptance of the order with the Customer, the parties agreeing that Alta reserves the right to accept or reject any order for the purchase of Product in the event that: the Customer has failed to make timely payments; the Customer is otherwise in breach of this agreement; or Alta cannot supply the order within a reasonable time.
3. Alta shall use reasonable efforts to meet the Customer's supply needs for the Product.
4. All accepted orders shall be deemed to incorporate all the terms and conditions of the Agrement. Orders which have been placed may not be cancelled or altered without Alta's written agreement.
5. Alta shall have the right to suspend the exercution of orders in an event of force majeure.

1.2 Terms and Conditions of Sale

Any and all sales by Alta to the Customer of any Product shall also be subject to the follwoinf terms and conditions:

1. The purchase price of the Product shall be published by Alta, or as agreed to by the parties from time to time in advance of the shipment of the Product. Prices, terms and discounts may be changed at any time, and from time to time, upon thirty (30) days' written notice by Alta, such changes not applicable to any orders accepted by Alta prior to the Customer receiving the notice set out in this section.
2. All transportation delivery, exchange, interest, banking, collection, storage, quarantine or other similar charges shall be account of and paid for by the Customer.
3. Any an all risk of loss associated with the Product passes from Alta to the Customer upon delivery of the Product F.O.B. Alta's place of shipment. Property in and title tom the Product shall remain with Alta until such time as the Product delivered to the Customer is paid for in full by the Customer.
4. All orders delivered by Alta will be subject to applicable import, export, health, veterinary and other controls and regulations of the country of shipping and the Territory and no liability shall arise from or for Alta's compliance with such controls and regulations.
5. The Customer shall have no right of action against Alta in respect of any loss occuring to it by reason of any failure or delay in the Delivery of the Product occaisioned by shortage of the Product or delays in transit of the Product or as a result of any reason which is beyond Alta's reasonable control.

1.3 Product Liability of Alta

1. Alta will provide the Customer with Product of quality considered to be capable of resulting in satisfactory fertility and of the same quality as the Product being used in its own service operations worldwide. If the Product shall be defective in any way, Alta's sole and only responsibility and liability shall be to replace the defective Product.
2. ALTA'S TOTAL LIABILITY TO THE CUSTOMER OR TO ANY THIRD PARTY FOR CLAIMS, DEMANDS, LOSSES, COSTS, DAMAGES, ACTIONS, SUITS OF PROCEEDINGS (collectively the "Losses") IS, IN THE AGGREGATE, LIMITED TO THE FEES ACTUALLY PAID BY THE CUSTOMER FOR THE PRODUCTS IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF LOSSES (DEFINED ABOVE) AROSE OR WERE COMMENCED (WHICHEVER IS LATER). THE LIMITATION OF LIABILITY PROVISIONS OF THIS AGREEMENT REFLECT AN INFORMED VOLUNTARY ALLOCATION OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THE PRODUCTS AND THAT SUCH VOLUNTARY RISK ALLOCATION REPRESENTS A FUNDAMENTAL PART OF THE AGREEMENT BETWEEN THE CUSTOMER AND ALTA.