IDEXX Reference Laboratories Standard Terms – North America
Effective as of December 21, 2020
Welcome to IDEXX Reference Laboratories! Please know that we are committed to serving you and your patients, and that by using IDEXX Reference Laboratories you are joining veterinarians worldwide who choose to use the world’s most complete and advanced menu of companion animal diagnostics to help keep pets safe and healthy.
One of our guiding principles is to exceed the expectations of our customers, and transparency about the terms upon which we provide our services is a critical part of our trusted relationship with you. We ask that you carefully read the following.
Introduction. Unless otherwise agreed in an agreement (“Specific Agreement”) signed by IDEXX Laboratories, Inc. or one of its affiliates (“IDEXX”), all services that we provide to you, including laboratory testing services, consulting services, data collection, analysis and interpretation, and other reference laboratory-related services, are governed only by these standard terms (“Standard Terms”). In these Standard Terms, "IDEXX,” “we,” “us,” and “our” refer to IDEXX. “Customer” or “you” refer to you as an IDEXX customer.
These Standard Terms are a binding contract between you and us. If there is a conflict between a Specific Agreement and these Standard Terms, the Standard Terms control unless the Specific Agreement explicitly states otherwise. Your purchase or use of our services indicates your acceptance of these Standard Terms. We do not accept any purchase order or similar document that includes any terms different from or in addition to these Standard Terms, and we reject any conflicting terms contained in any acceptance, order, or similar document you send to us.
We may change these Standard Terms at any time, at our sole discretion. The version of the Standard Terms effective when you use our services shall apply to such services.
Confidentiality. You agree that you will only provide us your proprietary and nonpublic materials (“Confidential Information,” including data, reports, plans, records, technical and other information) that is necessary for us to provide you our services. We agree to keep confidential your ”Confidential Information” and to use it only to provide services to you or as otherwise stated in these Standard Terms. Similarly, you may receive information from us that is Confidential Information of IDEXX, and you agree to keep it confidential and use it only to receive and make use of our services. You and we each shall protect each other’s Confidential Information using the same degree of care (but not less than a reasonable degree of care) as we each use to protect our own confidential information of a similar nature. If you or we are required by law, or by order or request of a court or administrative body, to disclose any of each other’s Confidential Information, we and you will make commercially reasonable efforts, as permitted by law, to give the other party prompt written notice of such event before disclosing such Confidential Information.
IDEXX marks. You agree not to use the IDEXX name or IDEXX trademarks in any way that might cause harm to our reputation or business. You may not use IDEXX’s name or trademarks in any advertising, marketing, or academic or other publications, without first receiving our written approval.
Payment terms. All our fees are billed directly to you. Payments are due on the 25th day of the month following the date of invoice. Overdue payments are subject to finance charges of the lower of 1.5% per month or the maximum interest rate allowed by law. We may change your payment terms or revoke any credit previously extended to you at any time. Any extension of payment terms beyond these standard terms requires our prior written consent. 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 have we may suspend any or all of the services we provide to you. You agree that if you do not pay invoices as required you are responsible for our reasonable collection and/or legal fees and costs.
Specimens. Sending and receiving specimens. You represent and warrant that all animal-related specimens and clinical information that you provide to us are obtained and sent to us with the informed consent of the animal owner. You also represent and warrant that any specimen that you send to us containing any hazardous substance will be packaged and labeled, and transported and delivered (if you are using delivery methods other than IDEXX’s standard delivery methods) in accordance with applicable laws. We will make commercially reasonable efforts to inform you if we receive specimens in damaged, contaminated or improperly preserved condition, or specimens that do not meet specimen volume requirements. We assume the risk of loss or damage to a specimen when we receive it. We reserve the right to refuse to accept or to rescind acceptance of any specimen, including those that in our judgment are likely to pose a risk to our personnel or property. We may return to you unused portions of specimens found or suspected to be hazardous, or to contain hazardous materials, and may invoice you for the cost of doing so.
Acting on specimens. We will use commercially reasonable efforts to meet our standard turnaround times following receipt of specimens at our facility. All specimens become our property when we receive them. You agree that we may use information relating to such specimens, including clinical information, diagnostic results, and any other data included in our analyses, reports or other services, for our business purposes, including internal research and development purposes and disclosure in public studies. After we report analytical results to you, we may retain or destroy specimens at our discretion. Our current general practice is to retain fecal and PCR fresh specimens for 3 days, whole blood, serum, and urine specimens for 7 days, allergy specimens for 2 weeks, tissue specimens for 3 weeks, and DNA specimens for 6 months. These periods may vary depending on operational needs, and we may change these practices at our discretion.
Human specimens. We do not accept or analyze human specimens.
Specimen containers. At your request we may provide specimen containers to you, and may charge a fee to do so.
Services descriptions and quality assurance. We will perform services consistent with our services descriptions and our quality assurance standard operating procedures. You are solely responsible for confirming, before placing your order, that our services and standard operating procedures will meet your needs for the purposes for which you use our services.
Retention of reports. We typically retain copies of laboratory diagnostics reports provided to you for a period of one (1) year, after which we may destroy the report.
Limited warranty and limits of liability.
Our limited warranty. We warrant that:
- we will provide our services in a professional manner using qualified personnel; and
- our test results will be accurate given the nature of the specimen as submitted.
EXCEPT AS STATED IN THE LIMITED WARRANTY IMMEDIATELY ABOVE, WE MAKE NO OTHER WARRANTY, REPRESENTATION OR CONDITION, EXPRESS OR IMPLIED, WRITTEN OR ORAL, REGARDING OUR SERVICES. WE SPECIFICALLY DISCLAIM THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT WITH RESPECT TO OUR SERVICES.
Please note that under applicable law you may be entitled to implied warranties or conditions mandated or allowed by law.
Limit of liability. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE TO YOU OR ANY OTHER PERSON FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT (INCLUDING WITHOUT LIMITATION LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF DATA OR EQUIPMENT, OR BUSINESS INTERRUPTION), EXEMPLARY, PUNITIVE, OR MULTIPLE DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF OR OUR PROVISION OF OUR SERVICES OR FAILURE OR DELAY IN DELIVERING SUCH SERVICES, OR ARISING OUT OF OR RELATED TO THESE STANDARD TERMS, WHETHER BASED ON BREACH OF WARRANTY, BREACH OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. OUR ENTIRE LIABILITY TO YOU IN CONNECTION WITH THE PROVISION OF OUR SERVICES, WHETHER BASED ON BREACH OF WARRANTY, BREACH OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE AMOUNT YOU PAID FOR SUCH SERVICES.
Please note that applicable law may 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, so the above limitations may not apply to you.
We do not assume, nor do we authorize any employee, agent or other person, to assume for us, any liability in connection with our services other than as specifically described above.
If either of us is unable to perform, or is delayed in performing, any obligation under these Standard Terms, other than an obligation to make payments, and such inability is directly due to strikes (legal or illegal), lockouts, fires, floods or water damage, natural disasters, riots, government acts or orders, interruption of transportation, power outages, interruption in telecommunications services, failure of public utilities, inability to obtain materials upon reasonable prices or terms, war, insurrection, terrorist attack, or any other causes beyond our control, then the non-performing party’s performance is excused and the time for performance extended for the period of delay or inability to perform due to such event, but in no event longer than for 6 months. Such excuse and delay in performance is conditioned on the party whose performance is impacted by such an event providing notification of such an event to the other party as soon as reasonably practicable and trying diligently to end the failure or delay and minimize its impact.
Governing law; jurisdiction; waiver of jury trial. You and we agree that these Standard Terms, and any dispute arising out of or related to them or the services we provide to you, shall be governed, without reference to conflict of law principles:
- by the laws of the State of Maine if you are located in the United States; or
- by the laws of the Province of Ontario if you are located in Canada.
You and we also agree that any legal action arising out of or related to these Standard Terms or the services we provide to you must be brought exclusively in a court of appropriate jurisdiction in:
- the Portland, Maine if you are located in the United States; or
- in Toronto, Ontario if you are based in Canada.
Finally, each of us agrees that we each waive any claims against the other for multiple, punitive or exemplary damages; any claim of lack of jurisdiction or inconvenient forum; and any right to a trial by jury.
Equal opportunity/affirmative action notice. We are an equal opportunity/affirmative action employer and comply with United States Executive Order 11246, the Canada Human Rights Act 1977, and all regulations promulgated under these laws.