IDEXX Laboratories (Proprietary) Limited Testing Standard Terms and Conditions for South Africa
Version 2018
Unless otherwise agreed in an agreement signed by IDEXX Laboratories (Proprietary) Limited (“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 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 annually published pricelists in effect at the time IDEXX receives the sample. 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 25 days from date of invoice (or in advance of services in cases where we invoice the pet owner directly). Overdue payments are subject to finance charges at South African prime interest rate. 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 South Africa 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 of Johannesburg, South Africa.
May 25th, 2018