Heska Corporation

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Customer's Terms & Conditions

All products and services furnished by Heska are sold pursuant to the terms and conditions stated herein and those set forth in Heska's quotation or a purchase agreement, if any, signed by the customer and accepted by Heska. No other terms or conditions in any purchase order or other documentation provided by the customer that conflict with or add to the terms and conditions herein shall be binding on Heska. Heska, at its sole discretion, shall have the right to change the terms and conditions and/or the policies stated herein at any time without notice to customer. The customer's authorization for, or acceptance of, delivery of product or services hereunder shall be deemed acceptance of the terms and conditions in effect at such time.

Sales Policy

In Heska's continuing efforts to maintain a close working relationship with the veterinary community, Heska will sell products and services to licensed veterinarians for use where a veterinarian-client-patient relationship exists. Heska reserves the right to deny sales where this relationship does not exist.

Products/Services

Heska’s products, where applicable, carry a serial and /or lot control number and expiration date from which a manufacturing history of the product can be derived. Products include, without limitation, dietary supplements, pharmaceuticals, vaccines, diagnostic tests, and instruments, consumables and related parts.

Any software provided by Heska is licensed to customer on a non-exclusive basis and may only be installed and used for the intended purpose. Any software provided shall also be subject to the terms and conditions of the software license if included with such software. Without waiving any other rights, Heska may terminate a software license if customer fails to comply with the terms and conditions set forth in this Agreement. Customer shall not supplement, modify, reverse engineer, decompile, disassemble or otherwise alter the software.

Services may include laboratory services, diagnostic services, testing services, pathological services, clinical services and consultation services.

Except as expressly set forth herein, customer shall have no right, title or interest in any intellectual property relating to the products sold hereunder.

Delivery

Every effort is made to ensure prompt processing and delivery of orders; however, no responsibility is assumed by Heska for any delay or for the nondelivery by the carrier. All sales are FOB point of shipment. Title to products (subject to Heska’s rights as an unpaid seller) shall pass to customer upon delivery to the carrier for shipment to customer. All products must be stored, handled and used in strict compliance with the labeling, package insert instructions, user manuals, and any other instructions or guidelines Heska may publish or communicate to customer in the future. Heska reserves the right to make delivery of products ordered by customer in installments, with each shipment being treated as a separate transaction hereunder.

For questions regarding any of Heska's products and services, please call the Customer Service Center at 1-800 GO HESKA (1-800-464-3752).

Quotations and Pricing

Prices are as set forth in a Heska quotation or purchase agreement signed by the customer and accepted by Heska. All prices, including but not limited to prices for products, services, shipping and returned checks are in U.S. dollars and subject to change without notice. Although Heska endeavors to advise customers of changes in prices, the prices in effect at the time orders are placed will apply. Listed prices do not include applicable federal, state or local taxes, transportation, shipping, insurance or any and all other charges applicable to the sale or delivery of products, if any, all of which shall be the customer’s responsibility, except as expressly provided in these terms and conditions. The customer agrees to pay, and to hold Heska harmless from, all of the fees and charges described in this paragraph.

Orders

Customers can order Heska’s products and services directly from Heska or a distributor authorized by Heska. Orders for diagnostic services are placed by submitting samples with Heska’s Diagnostic Order Form to the HESKAÒ Veterinary Diagnostic Laboratories. The minimum product order size is $25.00 and all orders are subject to acceptance by Heska and/or credit check. Heska reserves the right to accept or reject any orders.

Transportation

Heska ships products using carriers selected by Heska. Shipping and handling charges for outbound orders exceeding $250.00 (excluding instruments and related parts and consumables) are paid for by Heska. Shipping and handling charges for outbound orders of less than $250.00 are subject to a transportation charge of $15.00 to be added to the invoiced amount. Shipping and handling charges for instruments and related parts and consumables will be charged to the customer and added to the invoiced amount. For orders shipped by Heska’s distributors, the distributors’ policy regarding transportation charges will apply. For diagnostic service orders, refer to Heska’s Diagnostic Order Form for transportation charges.

Generally, all non-refrigerated products are shipped via ground transportation by common carrier. All refrigerated products are shipped with ice packs to arrive within forty-eight (48) hours after shipment from the distribution center. A refrigeration fee of $5.00 shall be charged for all refrigerated products. These products should be cool when received by the customer. Customers are responsible for providing prompt temperature control upon delivery. If there are any questions concerning the temperature of the product upon receipt, please contact Heska's Customer Service Center at 1-800 GO HESKA (1-800-464-3752).

Special Handling

Heska’s products shall be delivered in accordance with good commercial practice for domestic shipment. Actual costs of any special or expedited shipping and handling requested by the customer will be invoiced to and paid by the customer.

C.O.D. Shipments

C.O.D. orders will be billed at list price plus a $10.00 C.O.D. service fee. Shipping and handling charges will be included, where applicable.

Terms of Payment

Heska will generate and mail an invoice upon shipment of each order, which is due thirty (30)_ days from the invoice date. In addition, a monthly summary statement of account activity will be generated on or about five (5) business days after the end of each month. Payments may be made by check, money order, credit card or electronic transfer in U.S. funds. All payments and credit memoranda will be credited to customer’s account. Where payment is made by credit card, such payment is subject to the approval of the financial institution issuing the credit card and may be subject to applicable fees. Heska shall not be liable in any way if such financial institution refuses to accept or honor the credit card for any reason.

If a customer’s account becomes delinquent, Heska, at its sole option, will stop shipments until the account is brought current, charge interest charges on overdue amounts at the rate of one and one-half percent (1.5%) per month, eighteen percent (18%) per year, and/or change any credit terms provided to customer or require prepayment on orders. Non-payment of any invoice for over thirty (30) days constitutes customer breach of this agreement and relieves Heska of the responsibilities defined herein for delivery and limited warranty. If Heska retains a collection agency and/or attorney to collect overdue amounts, all collection costs, including attorney’s fees and court costs, shall be paid by customer. Once the collection account has been brought current, Heska reserves the right, at its sole option, to make the account C.O.D. or require pre-payment on orders for one full year from last collection payment received. Customer will incur all additional costs for C.O.D. shipment.

Payments should be remitted to the address shown on the statement or invoice, including customer account number and/or invoice number to ensure appropriate application. A twenty-five dollar ($25.00) fee will be charged for all returned checks.

Heska shall have no liability or other responsibility to customer for any financing arrangements (including, but not limited to, loans) made by customers with third party lenders to purchase products from Heska.

Please submit written billing disputes to: Heska Corporation, Attention: Accounts Receivable, at the address specified on the invoice.

If unsure where to remit payment or written billing disputes, customer should contact Heska’s Accounts Receivable at 800-464-3752.

Taxes

Any manufacturer's tax, sales tax, excise tax, use tax, custom, inspection or testing fee, or any other tax, fee, or charge of any nature whatsoever imposed currently or in the future by any federal, state, or other governmental authority, upon or with respect to the sale, purchase, delivery, shipment, storage, processing, use, or consumption of any of the products or services covered by these terms and conditions, including taxes, fees or charges upon or measured by the receipts from the sale of such products or services shall be borne by the customer in addition to the prices quoted or invoiced. In the event Heska is required to pay any such tax, fee, or charge, the customer shall reimburse Heska for any such amount paid by Heska. Customers must provide Heska with a current tax exemption certificate, a resale certificate and any other documentation required by the appropriate taxing authority.

Shortage, Damage or Loss in Shipment

Customer must follow the Defective Product Policy below for return requests from shortage, damage, loss or mis-shipment. If any products are lost or damaged in shipment when shipped directly from Heska, please notify the Customer Service Center immediately at 1-800 GO HESKA (1-800-464-3752). Except as otherwise provided below, Heska will not be responsible for any damage to or loss of product.

Do not open containers that are visibly damaged on arrival. Heska will replace goods that are damaged in transit from Heska to customer, if the customer notifies Heska in writing within ten (10) days after receipt of the shipment and cooperates with Heska in its claim against the carrier.

Heska will also replace any shipments which are lost in transit from Heska to customer, provided that (a) customer notifies Heska within ten (10) days after receipt of the invoice or statement covering the lost shipment; (b) Heska is unable to provide customer with proof of delivery; and (c) customer provides Heska with the documentation needed to file a freight claim.

Distributors are responsible for loss or damage for products they ship. If the order is shipped from a distributor, customer should notify the distributor directly.

Limited Warranty

Heska warrants that its products will conform to their written specifications and will be free from defects in materials and workmanship at the time they are shipped to the customer. The customer shall examine all products promptly upon receipt thereof. Within ten (10) days of such receipt, the customer shall notify Heska in writing of any complaint that the customer may have concerning the products delivered hereunder, including, but not limited to, any claimed shortages, defects, quality problems or delivery errors. If the customer intends to reject the products delivered hereunder, it must specify the grounds therefor. If no notice is received from the customer within ten (10) days of receipt, the products delivered hereunder shall be deemed unqualifiedly accepted as of the date of delivery and the customer will be conclusively presumed to have waived all such claims and complaints, except as permitted by Heska's limited warranty and the warranties or published performance assurances provided with products. This limited warranty does not cover (i) damage to products due to accident, neglect, misuse, fire, flood, weather, or other events not within Heska’s reasonable control; (ii) service by personnel other than Heska-authorized service personnel; or (iii) associated parts provided by third parties, including, but not limited to, computer components, printers, software, and other consumable parts, which customer acknowledges are provided on an “AS IS” basis.

If customer believes that any products that were purchased directly from Heska do not conform to this limited warranty or the warranties or published performance assurances provided with instruments, customer should notify Heska’s Customer Service Center at 1-800 GO HESKA (1-800-464-3752). If customer purchased products from one of Heska’s authorized sales agents/distributors, the customer should notify the distributor promptly. Heska's sole obligation and customer’s sole remedy for any breach of this limited warranty is the replacement of any non-conforming products or parts as specified in the Returned Goods Policy below or, in the case of services, repeating the service. THIS LIMITED WARRANTY IS EXCLUSIVE AND EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES. HESKA SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR PARTICULAR PURPOSE, USE OR APPLICATIONS, NON-INFRINGEMENT, AND ALL OTHER OBLIGATIONS OR LIABILITIES ON THE PART OF HESKA. HESKA MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED.

Instruments sold by Heska may carry other warranties or published performance assurances differing from the limited warranty described above. In the case of any conflict, the terms of the warranties or published performance assurances provided with the instruments will govern.

This limited warranty and the warranties and published performance assurances provided with instruments are not transferable.

Limit of Liability

HESKA SHALL HAVE NO LIABILITY WHATSOEVER FOR DAMAGE OR INJURY TO PERSONS OR PROPERTY, OR FOR OTHER LOSS OR INJURY RESULTING FROM ANY CAUSE WHATSOEVER ARISING OUT OF OR RELATED TO THE PRODUCTS OR NON-CONFORMITY WITH WARRANTY. IN NO EVENT WILL HESKA BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OR INJURY, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR LOSS OF GOODWILL, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER OR NOT HESKA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL HESKA'S LIABILITY TO CUSTOMER EXCEED THE PURCHASE PRICE OF ANY PRODUCT OR SERVICE.

Returned Goods Policy

Heska will only repair or replace products that are covered by its Defective Products Policy and Instrumentation and Instrumentation Reagents Policy, solely in accordance with those policies. Each such policy is stated below. ALL SALES ARE FINAL. HESKA WILL NOT ACCEPT RETURNS FOR REFUND OR CREDIT.

Defective Products Policy:

Heska will repair or replace, at Heska’s sole discretion, defective products with new or reconditioned products without charge to the customer. Heska will pay for all shipping charges incurred in returning and replacing defective products.
Any defective product returned to Heska must be accompanied by a Heska “Returned Goods Authorization” (RGA) number. For an RGA number call Heska’s Customer Service Center at 1-800 GO HESKA (1-800-464-3752).
Once the customer has an RGA number, the customer should ship the defective product, freight prepaid by Heska, to the address specified by the Customer Service Center.
Heska is under no obligation to accept, inspect, replace, or repair unauthorized product returns (i.e., without an RGA number), and the customer shall bear all expenses incurred by such unauthorized return.
Any defective product returned without an RGA number becomes the property of Heska and Heska shall have no obligation to replace, repair or return such product.
Unless specifically noted otherwise in writing, return of products with an RGA number constitutes the customer's authorization for Heska to replace or repair such products and to invoice the customer for any and all reasonable costs of replacement, repair, labor, parts and freight on items not covered by the terms of Heska's limited warranty or extended service plans, if any. Such authorization includes charges for handling and shipping of returned products found not defective.
The customer shall bear the risk of loss or damage during transit of products whether or not the product meets Heska's limited warranty requirements.
Any defective returned products that are replaced become the property of Heska.
If Heska elects to replace any defective product, Heska will do its best to replace the product with like replacement product, subject to availability. If applicable, the replacement order will be in full shipping units, with freight paid by Heska.
No return of product shall relieve customer of its obligation to make payment in full and as due for the product to the applicable seller of the product (Heska or a distributor) or to a third party lender, if applicable.

Instrumentation and Instrumentation Reagents Policy:

Heska will not accept any Instrumentation return for refund or credit. ALL INSTRUMENTATION SALES ARE FINAL. Defective instruments may only be repaired or replaced under the Defective Products Policy.
Expired cartridges, strips, and reagent packs cannot be returned for replacement, refund or credit.
Defective cartridges and reagent packs used with Heska Instrumentation may be returned for replacement under the Defective Products Policy.

Performance

Heska shall not be responsible in any way for the loss, damage, detention or delay caused by strike, lockout, fire, flood, war, riot, embargo, insurrection, act of God, civil or military authority, compliance with governmental requests or orders, accidents, inability to obtain products or materials from usual sources (including, but not limited to, original manufacturers), subcontractor, supplier or customer caused delays, transportation shortages or delays, other delivery commitments, technical failures, or due to any unforeseen circumstances or causes beyond its control. Heska's performance shall be deemed suspended during and extended for such time as it is so delayed, and delivery dates shall be so extended.

No Waiver

Heska’s waiver of any term or breach herein shall not be deemed a waiver of Heska’s right to seek compliance of that term or any other term thereafter.

Governing Law; Venue

These terms and conditions of sale shall be governed by and interpreted in accordance with the laws of Colorado, U.S.A., without regard to conflict of laws principles. Customer agrees any legal action brought against Heska relating to these terms and conditions must be brought in a court of appropriate jurisdiction within the State of Colorado and further agrees to waive any claim for lack of jurisdiction or inconvenient forum. Heska may bring a legal action for an injunction or other equitable relief in any appropriate jurisdiction against a customer without the need to post bond or other secured interests.

Disputes

No action, regardless of form, arising out of or in any way connected with the products or services furnished by Heska may be brought by a customer on a purchase more than one (1) year after the cause of action has accrued. If a part, provision, or clause of the terms and conditions of sale, or the application thereof to any person or circumstances, is held invalid, void or unenforceable, such holdings shall not affect and shall leave valid all other parts, provisions, clauses or applications of the terms and conditions remaining, and to this end, the terms and conditions shall be treated as severable.

Amendments

Any change or modification to the terms and conditions specified herein must be in writing and signed by an authorized officer of Heska. Except as expressly specified herein, any other terms or conditions, including any accompanying the products, purchase orders, sales agreements, installation documents and the like, or any verbal assurances by sales representatives or distributors, shall not serve to vary any term or condition specified herein.

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