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WEBSITE USE: Use of Seller’s Website and access to its content is subject to the Seller’s Terms and Conditions, as well as applicable laws. Buyer’s access and use of Website constitutes Buyer’s full acceptance of all of Seller’s Terms and Conditions. Seller reserves the right to update or revise the Terms and Conditions at any time without notice. Buyer’s continued use of the Website, following Seller’s posting of any changes to Terms and Conditions, constitutes acceptance of those changes.

ACCEPTANCE OF ORDER-TERMS SUBJECT TO CHANGE: The Terms and Conditions of sale, together with information contained in Seller’s order, quotation, acknowledgment and/or invoice, shall constitute the entire agreement and understanding of Seller and Buyer for the purchase and sale of Seller’s products. Buyer must review acknowledgment for accuracy and notify Seller immediately of any discrepancies. Buyer’s acceptance of delivery of or payment for any product will constitute Buyer’s acceptance of all Terms and Conditions of sale. Prices and quantities are subject to change at any time. Placing an item in Buyer’s shopping cart does not reserve the price shown at that time. An item's price or quantity available may increase or decrease between the time Buyer places it in the shopping cart and the time Buyer purchases it. If Seller is unable to fulfill Buyer’s order for any reason, Seller reserves the right to cancel Buyer’s order and refund Buyer’s full purchase price. 

WEBSITE ERRORS OR TYPOGRAPHICAL ERRORS:  While Seller makes reasonable efforts to provide accurate and current information on this Website, errors related to pricing, quantity and other typographical errors may occur. Seller reserves the right to modify, delete, revise, and rearrange all the Website content and material at any time without notice. Seller does not warrant that the Website materials will be error-free and disclaims any liability for such errors.

DISCLAIMER OF WARRANTIES; SELLER MAKES NO REPRESENTATION AS TO THE ACCURACY, TIMELINESS OR COMPLETENESS OF THE WEBSITE CONTENT OR MATERIALS. SELLER MAY AMEND, ADD, DELETE OR UPDATE WEBSITE INFORMATION, INCLUDING WITHOUT LIMITATION THE TERMS AND CONDITIONS WITHOUT NOTICE. COMPANY DISCLAIMS ANY LIABILITY FOR ANY ERRORS OR OMISSIONS ON THE WEBSITE OR ITS CONTENT AND DISCLAIMS ANY DUTY OR RESPONSIBILITY TO UPDATE THE WEBSITE INFORMATION. ALL WEBSITE CONTENT AND INFORMATION IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTCIULAR PURPOSE OR NON-INFRINGEMENT.

 

Definitions:
The “Seller” means MAI Animal Health (“MAIAH”);
The “Buyer” means the customer of MAIAH;
The “Terms” and “Contract” means the Terms and Conditions of Sale, which is a legally binding agreement for the sale of Products by the Seller to the Buyer;
The “Product(s)” means goods of any description forming the subject matter of this contract including parts, components and ingredients of any material incorporated into the Product.

Scope: These Terms shall apply to all quotations, offers and sales made by the Seller to the Buyer except to the extent the Terms conflict with any Sales Agreement signed by the Seller and the Buyer, in which case the Sales Agreement shall govern.

Acceptance: The Seller expressly conditions its sale of Products on the Buyer’s assent to the Terms notwithstanding any differences, additions or conflicting terms contained in any purchase order or other terms proposed by the Buyer. Buyer must review acknowledgment for accuracy, and notify Seller immediately of any discrepancies. Buyer’s acceptance of delivery of or payment for any product will constitute Buyer’s acceptance of all terms and conditions of sale.  

Price: All quotations and order acknowledgments, whether written, verbal, electronic or facsimile are based on today’s costs. In the case of annual purchase orders, the Seller reserves the right to notify the Buyer of price changes if costs vary significantly (by more than 5%) prior to order completion. Prices exclude all freight, insurance, delivery charges and all taxes or duties unless otherwise expressly agreed upon in writing by the Seller. The Buyer shall maintain any current state tax exemption certificates where applicable. All drop shipments will be charged a $10.00 processing fee.

Quotation: Quotations by the Seller, unless otherwise stated or agreed to by the Seller in writing, shall be open for acceptance for a period of thirty (30) days after the date of the quotation.

Payment: On establishing an account with Seller and approval of credit, all invoices are payable, without discount or deduction of any kind, in U.S. dollars within thirty (30) days from the invoice date. Payment may also be made by MasterCard, Visa or American Express. Seller rejects all additional, different, or modified terms and conditions submitted by Buyer. The Buyer shall pay interest on any unpaid balance at a rate of up to 1 ½ percent per month (or at the highest rate permitted by applicable laws, if lower) from the payment due date. The Buyer agrees to pay all collection costs, expenses and reasonable attorneys’ fees and court costs for collection of any amount due and unpaid. The Seller may, in its sole discretion, cancel or suspend deliveries of ordered Products if the Buyer fails to pay when due. The Buyer hereby grants to the Seller a purchase money security interest in the Products until the Seller has been fully paid. The Buyer shall assist the Seller in taking the necessary action to perfect and protect the Seller’s security interest.

Shipment, Delivery and Risk: Unless otherwise agreed upon in writing by the Buyer and the Seller, all Products shall be shipped FOB Seller’s facility (Incoterms 2010, as updated from time to time). All orders shall be shipped via the Seller’s choice of carrier unless otherwise specified by the Buyer. Product delivery shall occur and title and risk of loss or damage in transit, or thereafter, shall pass to the Buyer upon the Seller’s placement of Products with the carrier for shipment to the Buyer. Distributor shipment destination must be within the Distributor’s Territory. The Seller agrees to use reasonable commercial efforts to deliver Products to the Buyer by the purchase order date, but delay of delivery shall not be construed as a breach of the Buyer’s purchase order. The Seller may ship Products in lots, based on the size of orders and the availability of Products. No nonconformity or defect in any lot will constitute a breach of Buyer’s entire purchase order, and any lots whose conformity and condition the Buyer does not dispute shall be paid in full.

Damage in Transit: When shipments leave Seller’s facility, they are in good condition or the carrier will not accept them. Upon receipt of delivery Buyer shall inspect Product for evidence of damage or loss before signing for any shipment and Buyer shall not accept any shipment that has apparent damage until the carrier acknowledges such damage in writing. Buyer shall keep original packing materials and documents until Product has been fully examined. If Buyer is responsible for freight costs, or designates or arranges Product shipment with a specific carrier, Buyer is responsible for filing a damage claim with that carrier. For any shipment of which freight is paid by Seller, Buyer shall notify Seller immediately of all damage claims so that Seller can arrange an inspection and file a claim with the carrier.

Errors and Shortages: The Buyer is responsible to open and examine each shipment upon receipt and to notify Seller immediately upon discovery of errors or shortages in the shipment. Seller assumes no responsibility for errors or shortages reported to it later than seven (7) business days after receipt of shipment.

Cancellations/Returns: The Buyer MUST obtain authorization from the Seller prior to returning any Product purchased from the Seller, whatever the reason for the Product return. Requests for a Return Authorization may be made to the Seller’s Customer Service Center or directly to its QA Manager and must be accompanied by a clearly detailed explanation for the return. The Seller shall review and attempt to respond to a Request for Return Authorization within seven (7) business days. The Seller shall issue a Return Authorization Number (“RA#”) for the return. The RA # must be clearly marked in large characters on shipping cartons or pallets near the shipping address or the return shipment shall be refused by the Seller. Any returned Product must be shipped to the Seller, freight prepaid at the Buyer’s expense, unless expressly agreed otherwise by the Seller. PRODUCTS REQUIRING REFRIGERATED OR FROZEN STORAGE MAY NOT BE RETURNED. All sterile products must be returned in original, unopened and undamaged packages.

Buyer Cancellation for Convenience/Non-Warranty Issue: Products authorized to be returned for any reason other than breach of warranty have a 90-day return period from the invoice date. Return of Products, for other than Warranty issues, shall result in the Seller issuing to the Buyer full credit, replacement or refund, at the Seller’s sole discretion. The amount of credit, replacement or refund shall be subject to a minimum 25% restocking fee after thirty (30) days from the invoice date. No requests for Return Authorization shall be accepted after ninety (90) days from the invoice date. Discontinued Products may not be returned, regardless of age. All Products must be returned unaltered, in the original, sealed container(s), be in good and saleable condition and must be accompanied by the invoice. 

Buyer Cancellation for Defect: In the case of any Product that is alleged to be defective the Buyer must submit a Request for Return Authorization with samples and/or photos demonstrating the alleged defect within seven (7) business days from the date of the Buyer’s receipt of the Product. The Seller shall adhere to the Warranty below regarding any Buyer claim for defective Product. 

Warranty: The Seller applies its warranties on a per product basis. A complete warranty statement for any Product is available upon request. The Seller warrants exclusively to the Buyer that, for the period stated in any written Product warranty, each Product sold hereunder shall be free from defects in material and workmanship under normal use and conforms to the Seller’s applicable specifications for such Products (subject to Seller’s standard tolerances for variations) provided such Product is used in accordance with its labeling, packaging inserts, life-expectancy as specified in the manual, and all instructional documents accompanying the Product. Commodity and single-use products are sold without warranty. The Seller makes no guarantee or assurance as to the results that may be obtained from use of any Product sold to the Buyer. It is the sole and exclusive responsibility of the Buyer to determine the suitability of any and all Products purchased from the Seller for the Buyer’s intended purposes and uses.

The Sellers sole obligation hereafter and the Buyer’s exclusive remedy for any breach of a Product Warranty shall be, in the Seller’s sole discretion, the repair or replacement of any defective Product, should Seller’s examination disclose, to its satisfaction, that the Product was not free from defect. If the Seller determines that repair or replacement is not economical or feasible, the Buyer’s exclusive alternate remedy shall be the refund to the Buyer of the invoice price for the Product, in which case the Seller shall repossess said defective Product.

EXCEPT FOR THIS EXPRESS WARRANTY, THE SELLER MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE PRODUCTS COVERED BY THIS CONTRACT, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY EXPRESS OR IMPLIED WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF PRODUCTS OR MATERIAL.

LIMITS ON LIABILITY: IN NO EVENT, WHETHER BASED ON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR ANY OTHER LEGAL THEORY, SHALL THE SELLER BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR COSTS OF COVER ARISING OUT OF THE SELECTION, ORDER, PURCHASE, USE, RESALE OR DISTRIBUTION OF THE PRODUCTS COVERED HEREBY OR ANY OTHER ACTION ARISING IN CONNECTION WITH THE DESIGN, MANUFACTURE, SALE, TRANSPORTATION, INSTALLATION, USE OR REPAIR OF THE PRODUCTS SOLD BY THE SELLER, EVEN IF THE SELLER HAS BEEN ADVISED OF THE POSSIBILITY OR IN FACT KNOWS OF THE POSSIBILITY OF SUCH DAMAGES. IN PARTICULAR THE SELLER SHALL NOT BE LIABLE FOR LOSS OF PROFITS, SAVINGS OR REVENUE, DAMAGE TO OR LOSS OF ANIMALS, DAMAGE TO REPUTATION, LOSS OF USE OF A PRODUCT OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF ANY SUBSTITUTED GOODS, EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME AND THE CLAIMS OF THIRD PARTIES INCLUDING THE BUYER’S CUSTOMERS.

THE BUYER HEREBY ACKNOWLEDGES AND AGREES THAT THE SELLER’S LIABILITY AND THE BUYER’S EXCLUSIVE REMEDY FOR ANY CAUSE OF ACTION ARISING IN CONNECTION WITH THIS CONTRACT OR THE SALE OR USE OF THE PRODUCTS IS EXPRESSLY LIMITED TO, IN THE SELLER’S SOLE DISCRETION, REPLACEMENT OR REPAIR OF OR REFUND OF THE PURCHASE PRICE FOR THAT PORTION OF THE PRODUCT WITH RESPECT TO WHICH DAMAGES ARE PROVED.

FORCE MAJEURE and SHORTAGES: The Seller shall not be liable for loss or damage of any kind resulting from any delay in delivery or failure to supply ordered Products or otherwise fulfill its obligations under this Agreement due to causes beyond its control and no such event shall relieve the Buyer of its obligations to make payments for other deliveries under this Agreement. The Seller reserves the right, in its sole discretion and without liability to the Buyer, to reasonably allocate its available production capacity and Product inventories as may be necessary or equitable in the event of any shortage of production capacity or Products at any time. 

MISCELLANEOUS: The Buyer shall comply with all federal, state and local laws, regulations and ordinances applicable to its business and activities and shall indemnify the Seller for any and all claims, damages, penalties, assessment and liabilities imposed on the Seller relating to or resulting from the Buyer’s failure to comply with such applicable laws, regulations and ordinances. Any assignment of the Buyer’s rights or obligations hereunder shall be void without the Seller’s prior written consent. These terms and conditions may be amended or terminated at any time by the Seller. The Seller reserves the right to modify or discontinue any of its Products at any time. Nothing in these terms and conditions is intended to benefit any party other than the Buyer and the Seller. The invalidity or unenforceability of any provision, term or condition of this Contract shall not affect the validity and enforceability of the remainder of the provisions, terms or conditions. Failure by the Seller to exercise or enforce any rights under this Contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement of such right at any time thereafter.

GOVERNING LAW and JURISDICTION: This Agreement, and any claims or disputes related to this agreement, shall be governed by the laws of the state of Wisconsin. Such laws shall exclude conflict of law provisions in the U.N. Convention on Contracts for the International Sale of Goods. All actions or proceedings under or relating to this Agreement shall be subject to the exclusive jurisdiction of a state, federal or comparable court located in St. Croix County, Wisconsin; provided, however, that in the Seller’s sole discretion such an action may be heard in some other place designated by the Seller if necessary to acquire jurisdiction over third parties so that the dispute can be resolved in one action. The Buyer hereby agrees to appear in any such action, consents to the jurisdiction of such courts and waives any objections it might have as to venue in any such court. All actions, regardless of form, arising out of or related to this transaction or the Products sold under this Contract must be brought against the Seller within the applicable statutory period, but in no event more than ONE (1) YEAR after the invoice date.