IDEXX Reference Laboratories Standard Terms and Conditions - Canada

Effective as of 1 January 2016

Unless otherwise agreed in an agreement signed by IDEXX Reference Laboratories Ltd. (collectively, “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 client, are subject solely to the terms and conditions stated herein and in any terms appearing on the back of our invoices and billing statements to you. The terms and conditions stated herein control in the event of any conflict.

Confidentiality. We agree to maintain 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 specimens and providing reports on our findings to you. We shall protect your confidential information by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorised 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 authorise us to reference, use and disclose de-identified and aggregated data included in our analyses, reports or other services, provided that such de-identified and aggregated data is combined with other de-identified data from other clients. You agree not to use the IDEXX name and/or data in any manner that might cause harm to our reputation and/or business. Under no circumstances is the name of IDEXX to be published—either alone or in association with that of any other party—without our approval in writing.

Payment Terms. All fees are charged or billed directly to you. Payment in advance is required for all clients except those whose credit has been established with our company. For clients with approved credit, our standard terms are net the 25th day of the month following the date of invoice. Overdue payments are subject to finance charges of the lower of 1½% per month compounded (19.56% per annum) 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 in writing to any extension of payment beyond our standard terms. If at any time you have not paid all amounts due, other than amounts disputed in good faith, then without prejudice to any other rights we may suspend all work for you, including warranty service. 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 specimens, we will use commercially reasonable efforts to meet standard turnaround times. We will advise you if we receive specimens in damaged, contaminated or improperly preserved condition, or which do not meet specimen volume requirements. We assume the risk of loss or damage to a specimen at the time possession of the specimen is delivered to an IDEXX courier. We reserve the right to refuse to accept or to rescind acceptance of any specimen which in our judgement is likely to pose any unreasonable risk in handling and/or analysis. You represent and warrant that any specimen containing any hazardous substance which is to be delivered to us, will be packaged, labelled, transported and delivered in accordance with applicable laws.

Quality Assurance. We will perform services consistent with our quality assurance standard operating procedures. It is your exclusive responsibility to confirm that our standard practices will meet your needs before placing any order for work.

Retention of Specimens. After we report analytical results, we routinely retain whole blood, serum and urine specimens in our storage facilities for seven (7) days, after which we may destroy the specimens.

Hazardous Materials. We may return to you unused portions of specimens found or suspected to be hazardous, or to contain hazardous materials according to state, provincial, municipal or federal guidelines upon completion of the analytical work. We may invoice you for the cost of returning the specimen.

Specimen Containers. We may provide specimen containers upon request. We reserve the right to charge a fee for specimen containers.

Retention of Reports. Unless otherwise agreed in writing, we shall retain copies of reports for a period of one (1) year, after which we may destroy the reports.

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

EXCEPT AS STATED IN THIS LIMITED WARRANTY, WE MAKE NO OTHER WARRANTY, REPRESENTATION OR CONDITION, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND THERE IS NO WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. We do not assume, nor do we authorise 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 or conditions allowed by law, limited to the period of the express warranties or conditions and the remedies set forth in this limited warranty. Some jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitations may not apply to you.

We are not liable for failure to perform due to circumstances beyond our reasonable control. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE TO YOU OR ANY OTHER PERSON FOR LOSS OF PROFIT OR USE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE OR MULTIPLE DAMAGES, INCLUDING WITHOUT LIMITATION FOR LOSS OF GOODWILL, DATA OR EQUIPMENT OR FOR BUSINESS INTERRUPTION, ARISING OUT OF THE MANUFACTURE, SALE, SUPPLY OR USE OF OUR SERVICES OR FAILURE OR DELAY IN DELIVERING SUCH SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, FAULT OR OTHERWISE, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

OUR ENTIRE LIABILITY FOR A CONSULTATION OR SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, FAULT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT YOU PAID FOR SUCH CONSULTATION OR SERVICE. We accept no legal responsibility for the purposes for which you use our analyses, reports or other services.

Some jurisdictions do not allow 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 product or service, so the above limitations may not apply to you. Our limited warranty gives you specific legal rights, and you may also have other rights that vary from jurisdiction to jurisdiction.

We shall not accept any purchase order or other order for work which includes any conditions that vary from these Standard Terms and Conditions, and we hereby object to any conflicting terms contained in any acceptance or order submitted by you.

Collection and Use of Personal Information. IDEXX collects your personal information to respond to your request for products, services or information, to fulfil our obligations to you under orders or contracts, to arrange for and process payments owed by you in connection with orders or contracts, or for other limited purposes. IDEXX does not share your personal information with third parties unless required to do so by law, or as reasonably necessary to fulfil or administer orders or contracts made with IDEXX. IDEXX may also use your personal information to send you educational information, information about upcoming seminars, information about new tests that become available, and information about products and services offered by IDEXX and its partners that we think may be of interest to you. Please note that your information may be stored and processed in the United States, Canada and elsewhere. Full information about IDEXX’s privacy policies can be viewed at IDEXX.ca. If you do not want to receive unsolicited commercial information, please contact IDEXX by telephone at +1-800-667-3411 or by email at customersupportcanada@idexx.com. Incoming telephone calls to a laboratory may be monitored for training purposes only.

Governing Law and Venue. These Standard Terms and Conditions and the transactions contemplated hereby, and all related disputes between the parties under or relating to these Standard Terms and Conditions, whether in contract, tort or otherwise, shall be governed by the laws of the State of Maine (or Ontario, for Canadian sales), without reference to conflict of laws principles, and any related legal actions must be brought in the court of appropriate jurisdiction in the State of Maine (or in the Province of Ontario, for Canadian sales), which shall have exclusive jurisdiction (except that either of us may bring an action for an injunction or similar equitable relief against the other in any proper jurisdiction). You hereby waive any claim of lack of jurisdiction or inconvenient forum. We each waive any claims against the other for multiple, punitive or exemplary damages in any legal actions relating to these Standard Terms and Conditions. The prevailing party in any such legal actions shall be entitled to an award of its reasonable legal fees and costs.

Equal Opportunity Notice. We are an equal opportunity employer and comply with all the regulations of the Human Rights Act 1977 and the regulations promulgated thereunder.