IDEXX Europe General Terms & Conditions of Sale. 
IDEXX / Vet Med Labor Laboratory Testing Standard Terms and Conditions (EMEA)

Edition 2018

For any further questions regarding the IDEXX Terms and Conditions of Sale, please contact your sales representatives or contact our support staff.

  1. IDEXX General Terms and Conditions of Sale
  2. Vet Med Labor Laboratory Testing Standard Terms and Conditions (EMEA)
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IDEXX GENERAL TERMS AND CONDITIONS OF SALE FOR EUROPE, MIDDLE EAST AND AFRICA (“Conditions”)

2018 Edition

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UNLESS OTHERWISE EXPRESSLY AGREED BY AN AUTHORIZED IDEXX REPRESENTATIVE IN WRITING, ALL SALES OF PRODUCTS BY IDEXX EUROPE B.V. OR ANY AFFILIATED COMPANY IDENTIFIED ON AN INVOICE OR ORDER FORM (“IDEXX” or “we” or “us”), ARE SUBJECT TO THESE CONDITIONS. In these Conditions, “Buyer” means a buyer or licensee of products from IDEXX.

If IDEXX provides Buyer terms and conditions (including without limitation a warranty or a software license) with respect to a particular product or service in connection with Buyer’s initial product purchase (or license, in the case of software) in an order form/sales receipt, or in any user guide, instructions or other similar documentation that accompanies the product, or in any directory of services or similar document, then those terms and conditions (including without limitation any limited warranty or software license, as applicable) that IDEXX provides with respect to a particular product or service shall control and replace these Conditions with respect to that product or service; otherwise, these Conditions (including without limitation the warranty and software license terms set forth below, as applicable) apply to products or services sold or licensed hereunder.

If Buyer does not accept these Conditions, Buyer must return the products in the package in which they were received within five (5) business days after receipt of the products. Failure to promptly return products, or any use of products, constitutes acceptance of these Conditions.

 

Article 1:Entire Agreement

These Conditions, together with any documents referenced herein, constitute the entire agreement between IDEXX and Buyer relating to the subject matter and supersede all prior oral statements or previous written terms and conditions of IDEXX. No term of Buyer’s purchase order or other document, which is in any way inconsistent with or in addition to these Conditions, will become a part of the contract between IDEXX and Buyer or these Conditions and IDEXX hereby explicitly rejects such terms. None of these Conditions may be altered, added to or superseded unless expressly agreed to in writing and signed by an authorized representative of IDEXX. Buyer acknowledges that it has not been induced to purchase IDEXX products or services by any representation or warranty other than those contained in these Conditions and agrees it shall have no remedy in respect of any such representation or warranty except in case of fraud.

 

Article 2:Quotations

No quotation by IDEXX shall be effective unless in writing. Quotations are valid for sixty (60) days from their date of issue unless terminated earlier by IDEXX upon notice to Buyer, or otherwise conditioned.

 

Article 3:Orders

3.1.   Buyer may place orders with IDEXX sales associates or IDEXX’s Customer Service Department via telephone, fax, mail or email where available. All orders are subject to IDEXX’s acceptance.

3.2.   Any applicable minimum order quantity requirements are as noted on IDEXX’s sales order form or otherwise as published from time to time. Orders may be subject to shipping and handling charges; where applicable, we will add these charges at the time of invoicing.

3.3.   IDEXX will accept order cancellations in our sole discretion; but under no circumstances will IDEXX accept a cancellation after a shipping order has been generated. Charges may apply. After we generate a shipping order, any alteration of an order constitutes a new order and may be subject to separate shipping and handling charges.

 

Article 4:Pricing

4.1.   Prices are as set forth on IDEXX’s order form or otherwise as published from time to time. Current prices are also available by contacting IDEXX’s Customer Support department toll-free at 00800-1234-3399. Prices are subject to change without previous notice for orders not yet received at the time of increase. Prices are subject to the addition of any and all applicable taxes (e.g., Value Added Tax (VAT)), import duties, levies, fees or other charges of any kind. In the case of European Economic Area (EEA) transactions, Buyer undertakes to provide IDEXX with all information and documents required for VAT purposes, including without limitation VAT number and VAT exemption documents.

4.2.   If an order specifies future requested delivery dates, delivery of a portion of the order on a requested delivery date does not constitute acceptance of pricing for future requested delivery dates, and IDEXX may adjust pricing accordingly.

 

Article 5:Delivery and Storage Conditions

5.1.   Unless otherwise agreed between IDEXX and Buyer, products will be delivered Ex Works (International Chamber of Commerce Incoterms 2010) from IDEXX’s facilities. Title and risk of loss of products (other than software) pass to Buyer upon IDEXX’s delivery of ordered products to a carrier at IDEXX’s facilities. For avoidance of doubt, without limiting the generality of Ex Works terms, if Buyer does not instruct otherwise in its order, IDEXX will select and make arrangements with a carrier, at Buyer’s risk and expense. IDEXX does not obtain additional insurance over and above carrier standard terms, which depending on the shipment may be less than the value to Buyer of the shipment. If Buyer wishes to obtain additional carrier insurance for a shipment, IDEXX can, on Buyer’s instructions and at Buyer’s expense, obtain insurance to Buyer’s stated limits to the extent it is available from the carrier.

5.2.   Times or dates quoted for delivery are estimates only and do not constitute a contract between IDEXX and the Buyer. Products with specific temperature requirements are shipped according to their applicable conditions. Upon receipt, products must be stored under the conditions indicated by the product documentation.

 

Article 6:Acceptance; Claims

Buyer must inspect products promptly upon receipt and agrees, within ten (10) days after receipt, to notify IDEXX’s Customer Service Department by phone, followed by writing, of any claims for shortages, discrepancies or defects. Buyer shall hold the products under their indicated storage conditions pending IDEXX’s written instructions concerning disposition. If Buyer fails to notify IDEXX within ten (10) days after receipt of the products, the products are conclusively deemed to conform to these Conditions, and the Buyer is deemed irrevocably to have accepted the products.

 

Article 7:Return Products and Credit Policy

7.1.   All sales of products are final. Except in cases of a proper rejection by Buyer under Article 6, or failure of the product to conform to IDEXX warranty under Article 9, IDEXX may refuse any return in our sole discretion. Except in cases of an IDEXX-initiated product recall, IDEXX must authorize any return by issuance of a Return Goods Authorization (RGA).

7.2.   Buyer must make any request to return products to IDEXX’s Customer Service Department. Any request for an RGA must include applicable product information (such as catalogue number, lot/batch number, and expiration date) and purchase information and/or invoice number, as well as the reason for return.

7.3.   No RGA will be given for the following (except in cases of a proper rejection by the Buyer under Article 6 or failure of the product to conform to IDEXX warranty under Article 9):

  • Temperature sensitive, refrigerated, or frozen-controlled products
  • Customized or made-to-order products
  • Obsolete or discontinued products
  • Expired products, or products outside IDEXX’s minimum shelf life requirements (Buyer may obtain shelf life requirements from IDEXX’s Customer Service Department).

7.4.   No credits will be issued for the following (except as otherwise provided in IDEXX’s warranty to Buyer under Article 9):

  • Products returned without RGA form attached or RGA number clearly marked on outside return package
  • Products returned more than fourteen (14) days after issuance of RGA
  • Products returned in a condition that prevents resale. Examples include but are not limited to opened or defaced product, products with markings on original packaging, products not in original packaging or not in full shipment container.
  • Products damaged during return. Buyer is responsible to ensure that the returned products have adequate protective packaging so that they remain in a resalable condition.

7.5.   A restocking fee for a product return, in the amount of 25% of invoice price or €35, £28, or CHF 56 whichever is greater, shall apply. Buyer is also responsible for all shipping costs to and from Buyer’s premises. In cases of an IDEXX shipping error, or proper rejection by Buyer under Article 6 or failure of the product to conform to IDEXX warranty under Article 9, Buyer may return the product (once authorized by IDEXX) at IDEXX’s expense via specified carrier, and no restocking fee shall apply.

 

Article 8:Payment Terms

8.1.   Payment terms are Net 30 days from the date of the invoice unless otherwise agreed in writing. IDEXX may change payment terms at any time or revoke any credit previously extended. If Buyer has not paid all amounts due, other than amounts disputed in good faith, or Buyer otherwise breaches any term of these Conditions, then without prejudice to any other rights, IDEXX may suspend performance under these Conditions, including warranty service, and declare any outstanding amounts owed by Buyer immediately due and payable.

8.2.   If Buyer fails to pay any invoice when due, IDEXX may charge Buyer monthly late payment charges calculated as the lesser of twelve (12%) percent per annum or the maximum permissible rate allowed by law on the outstanding balances. If IDEXX incurs banking fees due to rejection of payments initiated by Buyer, IDEXX may charge administrative fees to the Buyer.

8.3.   All payments that require a documentary letter of credit must be made by means of an irrevocable documentary credit equal to the total price of the order/contract, to be opened in favour of and at no cost to IDEXX within twenty (20) days from acceptance of an order by IDEXX, and to be confirmed by an international bank approved by IDEXX. This documentary credit shall be payable at sight with the confirming bank in the amount of one-third (1/3) thereof as advance payment upon acceptance of an order and two-thirds (2/3) thereof upon IDEXX putting the goods in possession of a carrier at IDEXX’s facility.

 

Article 9:General Warranties

9.1.   Who is Covered: The benefit of IDEXX’s warranty extends only to the original Buyer and end-user of new products purchased or licensed directly by Buyer from IDEXX or from IDEXX’s authorized distributors or resellers. IDEXX products and services are for professional use only, by trained personnel. IDEXX’s warranty is not applicable to any person or entity, other than such Buyer and such end-user.

9.2.   IDEXX Kit Warranty: IDEXX warrants IDEXX tests used on IDEXX instruments, IDEXX reagents and IDEXX kit products (collectively, “Kits”) to conform to IDEXX published specifications, when used and stored under conditions specified by IDEXX and given normal, proper and intended usage, until the expiration of their stated shelf life, or, if none is stated, for one year after delivery to Buyer. Buyer understands that no diagnostic product can warrant 100% accuracy. IDEXX does not warrant uninterrupted or error-free operation of Kits. During the applicable warranty period IDEXX will, at no additional charge, replace a nonconforming Kit with a new product, and IDEXX will return such product to Buyer, at IDEXX’s cost.

9.3.   IDEXX Equipment Warranty: IDEXX warrants IDEXX instruments, analyzers and spare parts (collectively, “Equipment”) to conform to IDEXX published specifications, when used and stored under conditions specified by IDEXX and given normal, proper and intended usage, for the greater of one year after delivery to Buyer, or completed installation if applicable, or as stated on IDEXX’s order form/sales receipt. Buyer understands that no diagnostic product can warrant 100% accuracy. IDEXX does not warrant uninterrupted or error-free operation of Equipment. IDEXX does not warrant expendable or incidental parts, such as fuses, batteries, bulbs, cables, power cords, adapters, pipettors, calibrators, print heads, keyboards, mice, ribbons, tapes, CDs or other supplies or media, or third-party products, such as printers or non-IDEXX software; all of which IDEXX provides on an "as is" basis unless otherwise expressly agreed in writing by IDEXX. During the applicable warranty period IDEXX will, at no additional charge, at IDEXX’s option, either repair nonconforming Equipment with new parts or serviceable used parts that are equivalent or superior to new parts in performance, or replace nonconforming Equipment with a new product or with a serviceable used product that is functionally equivalent or superior to a new product in performance, and IDEXX will return such product to Buyer, at IDEXX’s cost. IDEXX’s warranty on replacement parts and product repairs extends for the remainder of the applicable warranty period.

9.4.   IDEXX Software Warranty: IDEXX warrants the two most current release versions of IDEXX software licensed to Buyer (together with any related documentation, "Software") to perform substantially in accordance with our published specifications for 90 days after delivery to Buyer. Buyer understands that no diagnostic product can warrant 100% accuracy. IDEXX does not warrant uninterrupted or error-free operation of its Software. IDEXX does not warrant third-party products, such as non-IDEXX software; all of which we provide on an "as is" basis unless otherwise expressly agreed in writing by IDEXX. IDEXX does not warrant any software patch, update, upgrade, modification or other enhancement provided by IDEXX beyond the original warranty period for the Software, which begins with Buyer’s initial license from IDEXX. IDEXX does not warrant connectivity of IDEXX Equipment or Software with non-IDEXX practice management systems or performance of diagnostic results data sharing with non-IDEXX practice management systems. During the applicable warranty period IDEXX will, at no additional charge, use reasonable commercial efforts (i) to provide modifications to any nonconforming Software to attempt to make it conforming, in a time frame reasonably proportionate, in our reasonable judgment, to the severity of the problem and (ii) to provide periodic modifications that IDEXX otherwise makes available to other supported customers free-of-charge. IDEXX shall provide this support only for the two most current release versions of the software. If Buyer has a network, and if a system malfunction occurs, Buyer is responsible for contacting Buyer’s network support provider first to determine that the issue is not due to network problems, before contacting IDEXX for Software support. IDEXX’s warranty on Software that IDEXX modifies in an attempt to make it conforming, extends for the remainder of the warranty period applicable to the original Software.

Any third-party “open source code” or “free software” that is incorporated in IDEXX software is the copyright of such third party licensors; on behalf of such licensors IDEXX makes no warranty, and IDEXX excludes all liability, with respect to such software.

9.5.   How to Obtain Warranty Support: Warranty support is available during normal business hours at IDEXX’s service locations, except holidays in the country from which IDEXX provides such support. Buyer must make any claim within the applicable warranty period. In case of any product malfunction, Buyer must first contact IDEXX Customer Support by telephone at the number provided in IDEXX’s product documentation. IDEXX’s service personnel will guide Buyer to attempt to correct reported problems itself. If Buyer wishes to receive electronic support for Equipment or Software for which IDEXX offers such support, Buyer must maintain an electronic link-up with IDEXX as directed from time to time by IDEXX. IDEXX have no obligation to provide on-site service. If it is necessary to return the product for examination, Buyer must do so, at IDEXX’s cost, to IDEXX’s designated facility. Before Buyer returns any applicable Equipment or Software product, Buyer must perform a full system backup of his data. IDEXX must issue Buyer a Return Authorization Number before any return in accordance with Article 7. If the product is nonconforming, IDEXX will return the repaired/replaced product to Buyer, at IDEXX’s cost, in accordance with IDEXX’s warranty, as described above. If IDEXX determines that the reported problem is not covered by IDEXX’s warranty or any warranty rights granted to Buyer by applicable law, Buyer must reimburse IDEXX for the cost of returning the product to Buyer, and IDEXX will attempt to repair/replace the product at Buyer’s cost, at IDEXX’s then-standard rates for such work, or return it as Buyer instructs and at Buyer’s cost. All exchanged parts and products become property of IDEXX.

9.6.   Buyer’s Remedies: To the maximum extent permitted by applicable law, IDEXX’s exclusive liability and Buyer’s sole remedy for non-conformity or breach of any warranty shall be replacement of a nonconforming Kit, repair or replacement of nonconforming Equipment, or modification of nonconforming Software that does not meet IDEXX’s warranty. To the maximum extent permitted by applicable law, if after reasonable efforts IDEXX is unable to repair or replace a nonconforming product (or to make software conforming), Buyer’s sole remedy and IDEXX’s exclusive liability is either a reduction of the purchase price or license fee paid to IDEXX for the product, or a refund of such purchase price or license fee (minus depreciation for use on the basis of straight line depreciation for three years) upon Buyer’s return (at IDEXX’s cost) of the subject product(s). Buyer may contact IDEXX’s customer service telephone number in IDEXX’s invoice or product instructions for further warranty information.

9.7.   Buyer’s Obligations: Buyer must take reasonable care of products, maintain them in a clean and appropriate environment and in the case of Equipment carry out the routine maintenance recommended by IDEXX in the applicable user guide, instructions or other documentation or otherwise communicated to Buyer from time to time. Buyer must provide reasonable supporting data to help identify reported problems. Buyer must promptly install new release versions of Software that IDEXX may periodically send Buyer, and Buyer must upgrade Buyer’s operating system software as IDEXX may periodically recommend. IDEXX is not liable for loss of Buyer’s data; IDEXX strongly recommends that Buyer regularly performs a system backup on applicable Equipment and Software products and archives Buyer’s data to minimize loss in case of a malfunction.

9.8.   Exclusions for Improper Use, Etc.: IDEXX does not warrant the performance of IDEXX's products if Buyer uses them other than in strict accordance with IDEXX's product instructions, if users are not trained, if Buyer uses them on or in conjunction with products or services not provided and configured by IDEXX, or if Buyer installs any software applications on Buyer’s products other than those applications that IDEXX provides Buyer. FAILURE TO USE ONLY IDEXX’S AUTHORIZED PRODUCTS OR SERVICES IN OR ON IDEXX PRODUCTS VOIDS IDEXX’S WARRANTY OBLIGATIONS TO BUYER. IDEXX's warranty does not cover damage resulting from any causes external to IDEXX's products, such as negligence or improper use or handling; casualty; external electrical fault; failure to follow packing or shipping instructions; use of unauthorized products in conjunction with IDEXX's products; computer viruses, spyware, malware, worms or other harmful programs; or repairs or modifications made by anyone other than IDEXX or IDEXX's authorized service providers. IDEXX will repair normal wear-and-tear damage to Equipment only to the extent required for proper functioning of Equipment and subject to payment for repair at IDEXX's then current rates; cosmetic damage is not covered.

9.9.   Disclaimer of Additional Warranties: EXCEPT AS STATED IN THESE CONDITIONS, IDEXX AND IDEXX’S LICENSORS MAKE NO OTHER WARRANTY, REPRESENTATION OR CONDITION, AND NO OTHER TERM IS INCLUDED, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND IDEXX EXPRESSLY EXCLUDES WARRANTIES RELATING TO MERCHANTABILITY OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY WITH DESCRIPTION OR SAMPLE, CARE AND SKILL, OR NONINFRINGEMENT. IDEXX does not assume, nor does IDEXX authorize any employee, agent, distributor or other person to assume for IDEXX, any other liability in connection with IDEXX's products. If Buyer qualifies as a "consumer" under applicable law, then Buyer may be entitled to any implied warranties allowed by law, limited to the period of the express warranties and the remedies set forth in this warranty. Some jurisdictions do not allow limitations on how long an implied warranty lasts or a limitation on remedies, so the above limitations may not apply to Buyer.

 

Article 10:                Limitation of Liability

10.1. IDEXX IS NOT LIABLE FOR FAILURE TO PERFORM UNDER THESE CONDITIONS DUE TO CIRCUMSTANCES BEYOND IDEXX'S REASONABLE CONTROL. EXCEPT AS AND TO THE EXTENT PROVIDED UNDER APPLICABLE LAW FOR LIABILITY RESULTING FROM IDEXX’S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, OR DEATH OR PERSONAL INJURY RESULTING FROM IDEXX’S NEGLIGENCE, UNDER NO CIRCUMSTANCES WILL IDEXX OR IDEXX’S LICENSORS BE LIABLE TO BUYER OR ANY OTHER PERSON FOR LOSS OF PROFIT, USE OR OPPORTUNITY, OR FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE OR MULTIPLE DAMAGES, INCLUDING WITHOUT LIMITATION FOR LOSS OF GOODWILL, CONTRACTS, DATA OR EQUIPMENT OR FOR BUSINESS INTERRUPTION, ARISING OUT OF THE MANUFACTURE, SALE, SUPPLY OR USE OF IDEXX’S PRODUCTS OR SERVICES OR FAILURE OR DELAY IN DELIVERING SUCH PRODUCTS OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, EVEN IF IDEXX WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

10.2. EXCEPT AS AND TO THE EXTENT PROVIDED UNDER APPLICABLE LAW FOR LIABILITY RESULTING FROM IDEXX’S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, OR DEATH OR PERSONAL INJURY RESULTING FROM IDEXX’S NEGLIGENCE, IDEXX’S ENTIRE LIABILITY FOR A PRODUCT OR SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT BUYER PAID FOR SUCH PRODUCT OR SERVICE.

10.3. Some jurisdictions do not allow the exclusions or limitations set out in Articles 10.1 and 10.2, so the above exclusions or limitations may not apply to Buyer. IDEXX's warranty gives Buyer specific legal rights, and Buyer may also have other rights under law applicable to Buyer.

 

Article 11:                Software License

11.1. If IDEXX provides Buyer a software license under which IDEXX is the licensor with respect to particular software with Buyer’s initial product license, or in any documentation accompanying such product or installation routine for such software, then the provisions of such software license shall control and supersede the licenses granted to Buyer by this Article 11 otherwise, this Article 11 applies to software products licensed hereunder. Software that IDEXX provides is licensed to Buyer, in object-code version only, on a nonexclusive basis for Buyer’s installation and use only on the instrument product for which it is intended, and is not sold; and the words “purchase,” “sold” or similar words mean “license,” as used in these Conditions. Without prejudice to any other rights, IDEXX may terminate Buyer’s software license if Buyer fails to comply with the terms of these Conditions. IDEXX or IDEXX's licensors or suppliers own all title to and copyrights in software and any copies. Buyer agrees to treat any software patch, update, upgrade, enhancement or other modification that IDEXX may provide as “software” under these Conditions and to use them only as permitted by these Conditions. Buyer may use the software only on a single computer. Buyer may make one copy of the software solely for backup purposes. Buyer may permanently transfer Buyer’s copy of the software provided that Buyer promptly notifies IDEXX of the recipient’s name and address, Buyer retains no copies, and the recipient agrees in writing to the assignment and these Conditions (however, the benefit of IDEXX's warranty shall not extend to Buyer’s transferee).

11.2. Software is for Buyer’s internal purposes only, and Buyer agrees not to use it for the benefit of any other person or to permit any other person to use it (including on a time-sharing, service bureau or other basis), or for developing or modifying application programs, written materials or other products, or running any applications other than IDEXX's software. Buyer agrees not to modify, enhance, reverse engineer, decompile, disassemble, or otherwise change or supplement the software; provided, that if reproduction of the code and translation of its form are necessary to obtain the information required to achieve the interoperability of the software products with other programs in the European Economic Area, Buyer shall inform IDEXX in writing accordingly and IDEXX shall then notify Buyer within twenty (20) business days from receipt of Buyer’s request that: (i) IDEXX will perform the work in order to achieve such interoperability and charge Buyer a reasonable expense allowance for such work, or (ii) Buyer shall be entitled to undertake those actions, but only to the extent required to achieve the interoperability of the software products with other programs.

11.3. Except as provided in the first paragraph of this Article 11, Buyer agrees not to cause or permit disclosure, copying, display, loan, publication or other dissemination of such software, in whole or in part, to any third party without IDEXX's prior written consent; and Buyer shall limit use of and access to software to such of Buyer’s employees as are directly involved in its use. Buyer shall take reasonable steps to safeguard the software and to ensure that no unauthorized persons have access to it and that no persons authorized to have access take any action that would violate these Conditions if Buyer took such action itself. Notwithstanding the foregoing, with respect to any “open source code” or “free software” that is incorporated in IDEXX software and which IDEXX has modified: (1) to the extent expressly required by IDEXX's licensors IDEXX permits reverse engineering of such code, for the limited purposes required by such licensors and for no other purpose; and (2) to the extent expressly required by IDEXX's licensors IDEXX will provide Buyer a machine readable copy of the source code to such software components upon Buyer’s written request.

11.4. Certain IDEXX Equipment and Software has a communication protocol that allows the sharing of diagnostic results data with many practice management systems offered by other providers. IDEXX is not responsible for the installation of any wiring or connection between Equipment or Software and Buyer’s practice management system. Buyer may be required to purchase additional hardware or software in order to share diagnostic results data from IDEXX Equipment with Buyer’s practice management system. The cost of such additional hardware or software is in addition to the cost of the IDEXX analyzers. IDEXX does not warrant connectivity with non-IDEXX practice management systems or performance of diagnostic results data sharing with non-IDEXX practice management systems.

 

Article 12:                Personal Data Collection and Use

IDEXX considers proper processing of Personal Data (meaning any data relating to an identified or identifiable living natural person) to be highly important and has adopted the privacy policy which can be found at www.idexx.com.

 

 

Article 13:                Compliance with Laws; Export Law Assurances

13.1. Buyer agrees to deal with the products in conformity with applicable laws of European Economic Area and of the jurisdictions in which the products were obtained or are used. Buyer is required to obtain all permits, licenses and other documentation required in connection with the purchase, installation, sale, export, shipment or use of any products.

13.2. Buyer shall not divert or transship any products, or permit anyone else to do so, other than within the country of destination specified in IDEXX’s shipping order or member states of the European Economic Area. In particular, but without limitation, IDEXX products may not be exported or re-exported (a) into, or to a national, resident or entity of any country that is subject to a U.S. Government, EU or UN embargo, sanctions or export restrictions or (b) to anyone on the United States Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s list or Entity list or anyone listed under EU restrictive measures or UN sanctions. By using IDEXX products, Buyer represents and warrants that it is not located in, under control of, or a national or resident of any such country or on any such list.

 

Article 14:                No Buyer Assignment

Except as provided in the Article 11 regarding Software, Buyer may not assign any duties, rights or claims under these Conditions without IDEXX’s prior consent, and any such attempted assignment is void.

 

Article 15:                Government Contract Provisions

Any software or documentation supplied hereunder that is acquired by or on behalf of the U.S. Government or other national government, is "commercial computer software" or "commercial computer software documentation", and absent a written agreement to the contrary, the government’s rights with respect to such software or documentation are limited by the terms of this document.

 

Article 16:                Severability

If any of the provisions of these Conditions is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the validity and enforceability of the remaining provisions shall not be affected or impaired thereby, and Buyer and IDEXX agree to replace such invalid or unenforceable provision with an enforceable and valid arrangement that, in its economic effect, is as close as possible to the invalid or unenforceable provision.

 

Article 17:                Governing law, Venue, Arbitration

17.1. THE RESPECTIVE RIGHTS AND DUTIES OF BUYER AND IDEXX, AND ALL RELATED DISPUTES BETWEEN THE PARTIES UNDER OR RELATING TO THESE CONDITIONS, WHETHER IN CONTRACT, TORT OR OTHERWISE ARE GOVERNED BY AND SHALL BE INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE NETHERLANDS, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF THE CONFLICT OF LAWS THEREOF. IDEXX AND BUYER EXPRESSLY CONFIRM THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE CONDITIONS .

17.2. ANY DISPUTE ARISING IN CONNECTION WITH THESE CONDITIONS, OR ANY OTHER AGREEMENT RESULTING FROM THESE CONDITIONS, OR THE BREACH, TERMINATION OR INVALIDITY HEREOF OR THEREOF, SHALL BE FINALLY SETTLED BY A COMPETENT COURT IN AMSTERDAM, THE NETHERLANDS.

 

Article 18:                Governing Language

Any translation of these Conditions is made for local requirements only. In the event of a dispute between the English and any non-English versions, the original English version of these Conditions shall control all questions of interpretation with respect thereto. Any other documents delivered or given pursuant to these Conditions, including notices, may be in English.

 

25th May, 2018

IDEXX / Vet Med Labor Laboratory Testing Standard Terms and Conditions (EMEA)

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Unless otherwise agreed in an agreement signed by IDEXX EUROPE B.V. or any affiliated company  or Vet Med Labor GmbH or any other IDEXX entity providing the testing or services to you as identified on the purchase order acknowledgement and/or the directory of service (IDEXX,” we,” us” or “our”),laboratory testing and consulting services (data collection, analysis and interpretation, and reference laboratory services) that we provide to you, the veterinarian or Bioresearch client, are subject solely to the terms and conditions stated herein. We do not have a client relationship with the pet owner. If you are a pet owner, please refer to the section entitled “Notice to Pet Owners,” below. By using our laboratory testing or consulting services, you agree to these terms and conditions. These terms and conditions control in the event of any conflict with any other document.

Confidentiality. IDEXX maintains in confidence all of your proprietary and non-public materials, data, reports, plans, records, technical and other information and to use such confidential information only for the purpose of performing analyses of samples and providing reports on our findings to you. We protect your confidential information by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the confidential information as we use to protect our own confidential information of a like nature. In any instance where information is subpoenaed by and must be released to a governmental agency, or is otherwise required to be disclosed pursuant to law or regulation, we will promptly notify you. You agree not to use the IDEXX or Vet Med Labor name and/or data in any manner that might cause harm to our reputation and/or business. Under no circumstances is our name to be published – either alone or in association with that of any other party – without our approval in writing.

IDEXX is part of a multi-national group of companies. We may share your confidential information, such as your proprietary and non-public materials, data, reports, plans, records, technical and other information with other companies of the IDEXX group. You will find the companies of the IDEXX group listed at https://www.idexx.com/en/about-idexx/locations/. We do not share your confidential information with third parties outside of the IDEXX group, unless required to do so by law.

We point out that individual test results may be published in anonymised form for scientific / research purposes.

Payment Terms. Pricing to veterinarians is as set out in our Directory of Services in effect at the time IDEXX receives the sample; pricing to Bioresearch clients is as set out in our agreements with you, otherwise as set out in our directory of Services; pricing to pet owners is as set out in our invoice to you. We charge or bill all fees directly to you. For clients with approved credit, our standard terms are net 14 days from date of invoice (net 10 days in cases where we invoice the pet owner directly). Overdue payments are subject to finance charges of the lower of 1% per month or the maximum interest rate allowed by law. We may change payment terms at any time or revoke any credit previously extended. We must agree to any deviation in payment terms in writing. We reserve the right to cease all work if you do not pay your invoice(s). If you default in payment for services rendered, you are responsible for reasonable collection and/or legal fees.

Delivery of Results. Upon timely delivery of samples, IDEXX will use commercially reasonable efforts in meeting standard turnaround times. We will inform you if we are not able to perform a test because we have received the sample in damaged, contaminated or improperly preserved condition or because the sample does not meet volume requirements. We assume responsibility for loss of or damage to a sample at the time possession of the sample is delivered to an IDEXX employee.

Sample Submission. IDEXX reserves the right to refuse to accept or to rescind acceptance of any sample, which in our judgment is likely to pose any unreasonable risk in handling and/or analysis. You represent and warrant that any sample containing any hazardous substance which is to be delivered to IDEXX will be packaged, labeled, transported, and delivered in accordance with applicable laws. All specimens become our property upon delivery to an IDEXX facility.

Quality Assurance. IDEXX will perform services consistent with its Laboratory Quality Assurance Standard Operating Procedures. It is your exclusive responsibility to confirm that IDEXX’s standard practices will meet your needs before placing any order for work.

Retention of Samples. IDEXX routinely retains blood and serum specimens for a minimum of 48 hours after receipt at the laboratory, after which the samples will be destroyed. Individual country laboratories may retain specimens for a longer period; please confirm retention periods directly with the laboratory to which you submit a specimen. For Bioresearch clients, we retain specimens for the period specified in our individual agreement(s) with you; in absence of a specific agreement, we routinely retain specimens for two days.

Retention of Reports. Unless otherwise agreed in writing, we retain copies of reports for a period of one (1) year, after which we may destroy the reports. We provide reports to our veterinarian and Bioresearch clients only.

Sample Containers. IDEXX may provide sample containers upon request. We reserve the right to charge a fee for sample containers. The Client is responsible for the use of containers for sending the sample to an IDEXX Laboratory if no IDEXX sample container is used upon the request of the Client.

Limited Warranty and Limits of Liability. In accepting work, IDEXX warrants that we provide services in a professional manner using qualified personnel, and we warrant the accuracy of test results for the sample as submitted.

THE FOREGOING EXPRESS WARRANTY IS EXCLUSIVE, AND IDEXX MAKES NO OTHER WARRANTY, REPRESENTATION OR CONDITION, AND NO OTHER TERM IS INCLUDED, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND WE EXPRESSLY EXCLUDE WARRANTIES RELATING TO MERCHANTABILITY OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, CARE AND SKILL. We do not assume, nor do we authorize any employee, agent or other person to assume for us, any other liability in connection with our services.

If you qualify as a “consumer” under applicable law, then you may be entitled to any implied warranties allowed by law, limited to the period of the express warranties and the remedies set forth in this limited warranty. Some jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you.

IDEXX IS NOT LIABLE FOR FAILURE TO PERFORM DUE TO CIRCUMSTANCES BEYOND OUR REASONABLE CONTROL. EXCEPT AS AND TO THE EXTENT PROVIDED UNDER APPLICABLE LAW FOR LIABILITY RESULTING FROM OUR GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, OR DEATH OR PERSONAL INJURY RESULTING FROM IDEXX’S NEGLIGENCE, UNDER NO CIRCUMSTANCES ARE WE LIABLE TO YOU OR ANY OTHER PERSON FOR LOSS OF PROFIT, USE, OR OPPORTUNITY, OR FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE OR MULTIPLE DAMAGES, INCLUDING BUT NOT LIMITED TO, FOR LOSS OF GOODWILL, CONTRACTS, DATA OR EQUIPMENT OR FOR BUSINESS INTERRUPTION, ARISING OUT OF THE PROVISION OF SERVICES OR FAILURE OR DELAY IN DELIVERING SUCH SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

 

EXCEPT AS AND TO THE EXTENT PROVIDED UNDER APPLICABLE LAW FOR LIABILITY RESULTING FROM OUR GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, OR DEATH OR PERSONAL INJURY RESULTING FROM OUR NEGLIGENCE, OUR ENTIRE LIABILITY TO YOU IN CONNECTION WITH THE PROVISION OF LABORATORY TESTING OR CONSULTING SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT YOU PAID FOR SUCH LABORATORY TEST OR CONSULTATION SERVICE. We accept no legal responsibility for the purposes for which you use our analyses, reports or other services.

Some jurisdictions do not allow for the exclusion or limitation of special, incidental, consequential, indirect, exemplary, punitive or multiple damages or the limitation of liability to the actual price paid for the service, so the above limitations may not apply to you. IDEXX’s limited warranty gives you specific legal rights, and you may also have other rights under law applicable to you.

Notice to Veterinarians. IDEXX accepts requests for services from and provides consultation and interpretation services to veterinarians only, on a professional-to ­professional basis. Without personally having made a physical examination of and conducted all tests on a patient, IDEXX veterinarians, in providing consultations and interpreting test results, rely on data communicated by you, the primary care veterinarian. By providing consultations we do not purport to diagnose or treat your patient. The test protocols and interpretations that we provide are based on recommendations from current veterinary literature and are provided for general guidance only. As with any diagnosis or treatment, you should use clinical discretion with each patient based on a complete evaluation of the patient, including history, physical presentation and complete laboratory data. With respect to any drug therapy or monitoring program, you should refer to product inserts for a complete description of dosages, indications, interactions and cautions. Diagnoses and treatment decisions are the ultimate responsibility of the primary care veterinarian.

Notice to Pet Owners. In some cases, as an accommodation to a veterinarian-client, at the request of the veterinarian IDEXX will invoice the pet owner directly for our services. IN SUCH CASES, THE SECTIONS ENTITLED “CONFIDENTIALITY” AND “PAYMENT TERMS” APPLY TO THE PET OWNER; HOWEVER, UNDER NO CIRCUMSTANCES DOES IDEXX HAVE A CLIENT RELATIONSHIP WITH THE PET OWNER. WE DO NOT MAKE ANY WARRANTY TO THE PET OWNER, AND TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, THE LIMITATIONS OF LIABILITY SET OUT IN THE SECTION ENTITLED “LIMITED WARRANTY AND LIMITS OF LIABILITY” APPLY TO THE PET OWNER.

Personal Data Protection. IDEXX considers proper processing of Personal Data (meaning any data relating to an identified or identifiable living natural person) to be highly important and has adopted the privacy policy which can be found at www.idexx.com.

 

No Conflicting Terms. IDEXX does not accept any purchase order or other order for work which includes any conditions that vary from these Standard Terms and Conditions, and we object to any conflicting terms contained in any acceptance or order submitted by you.

Governing Law; Forum. These Standard Terms and Conditions, and the transactions contemplated hereby, and all subsequent agreements are governed by the laws of the Netherlands without reference to its conflict of laws principles. The Vienna Convention on the International Sale of Goods 1980 (CISG) does not apply. Any and all disputes between the parties relating to these Standard Terms and Conditions, the transactions contemplated hereby, and all subsequent agreements, whether in contract, tort or otherwise, shall be exclusively adjudicated by the competent court in Amsterdam, the Netherlands.

 

25th May, 2018