IDEXX Reference Laboratories Standard Terms and Conditions—Australia
Unless otherwise agreed to in writing, laboratory analytical services (data collection, analysis and interpretation, and reference laboratory services) provided by IDEXX Laboratories Pty. Ltd., ABN 31 063 154 352 (“IDEXX”) to you, the client, are subject solely to the terms and conditions stated herein.
Confidentiality. IDEXX agrees 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 samples and providing reports on our findings to you. IDEXX shall 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 IDEXX uses to protect its 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, you will be promptly notified. You agree not to use the IDEXX name and/or data in any manner that might cause harm to IDEXX’s 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 its approval in writing.
Privacy Act. This clause applies if you are a veterinarian or, if you are not a veterinarian, to customers of veterinarians about whom we are given personal information. If you are a veterinarian, you agree to show this privacy clause to any of your customers whose personal information you provide to IDEXX, prior to giving that information to IDEXX.
We collect and use your personal information in order to perform analyses of samples and provide reports on our findings to you. With your consent, or as permitted by applicable law, we may also use information that we collect (other than confidential information) to provide you with information that we think might be of interest to you, such as educational information, information about upcoming seminars, new tests that become available or information about other products and services offered by IDEXX.
If you do not provide us with your personal information, we may not be able to do these things. To do this we may disclose your personal information to our related companies, to financial institutions for credit checks and to service providers that carry out functions on IDEXX’s behalf, such as courier services, IT service providers, mailing houses, etc. In most cases, you will be able to gain access to personal information about you held by IDEXX. You can contact us by telephoning 1300 44 33 99 or by emailing us at [email protected]
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 IDEXX approved credit, our standard terms are net 21 days from date of statement after which time we reserve the right to charge a 1.5% per month late charge or the maximum amount permitted by law (if less) on all unpaid balances. Any deviation in payment terms must be agreed to in writing. IDEXX has the right to ask for payment in advance, if the established payment terms are not adhered to. IDEXX reserves 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 delivery of samples in good order and condition, IDEXX will use its best efforts in meeting the standard turnaround times published in our directory of products and services. IDEXX will advise you of samples that we receive in damaged, contaminated or improperly preserved condition or which do not meet the sample volume requirements. IDEXX assumes the risk of loss or damage to a sample at the time of possession of the sample is delivered to an IDEXX employee.
Sample. IDEXX reserves the right to refuse to accept or to rescind acceptance of any sample, which in the judgment of IDEXX is likely to pose any unreasonable risk in handling and/or analysis.
You represent and warrant that any sample containing any hazardous substance that is to be delivered to IDEXX will be packaged, labeled, transported, and delivered in accordance with applicable laws.
Quality Assurance. IDEXX will perform services consistent with its Laboratory Quality Assurance Standard Operating Procedures and relevant AS/NZ/ISO standards. It shall be your exclusive responsibility to confirm that IDEXX’s standard practices will meet your needs prior to placing any order for work.
Retention of Samples. After we report analytical results, we routinely retain blood specimens in our storage facilities for seven (7) days, after which the samples may be destroyed. Histopathology blocks are retained for at least 12 months.
Hazardous Materials. We may at our option either dispose of or return to you unused portions of samples found or suspected to be hazardous or to contain hazardous materials according to state or federal guidelines upon completion of the analytical work. We may invoice you for the reasonable cost of disposal or returning the sample.
Specimen Containers. Specimen packaging is the responsibility of the sender and must conform to IATA regulations Section 650, or other regulations as amended from time to time. IDEXX may provide specimen containers and IATA packing materials upon request. IDEXX reserves the right to charge a fee for specimen containers and packing materials.
Courier Services. IDEXX may provide access to courier services, both internal services and commercial services. Subject to availability, regional commercial courier companies can provide delivery of specimens to IDEXX’s laboratories from anywhere in Australia. This standard service cost is included in the test fee. IDEXX assumes the risk of loss or damage to a sample at the time possession of the sample is delivered to an IDEXX employee.
Retention of Reports. Unless otherwise agreed in writing, IDEXX shall retain copies of analytical reports for a period of one (1) year, after which the reports may be destroyed. IDEXX stores all analytical reports in electronic format. A hard copy is available upon request. IDEXX reserves the right to charge for additional copies of reports once the original report has been submitted. We provide reports to our veterinarian clients only.
Limited Warranty and Limits of Liability. In accepting analytical work, IDEXX warrants the accuracy of test results for the sample as submitted. We accept no legal responsibility for the purposes for which you use the test results.
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.
IDEXX is not liable for failure to perform due to circumstances beyond our reasonable control. 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. Subject to law, IDEXX liability is limited at our option to supply of the work again or the payment of the cost of resupplying the work.
IMPORTANT NOTE: Nothing here in this document is intended to exclude, restrict or modify any of your non-excludable rights or remedies under the Australian Consumer Law.
No Conflicting Terms. IDEXX shall not accept any purchase order or other order for work which includes any conditions that vary from these Standard Terms and Conditions, and IDEXX hereby objects to any conflicting terms contained in any acceptance or order submitted by you.
Equal Opportunity/Affirmative Action Notice. IDEXX is an equal opportunity/affirmative action employer and complies with all applicable Federal, State and Territory statutes and delegated legislation in those regards.
Governing Law; Venue; Waiver of Jury Trial. These terms and conditions and the transactions contemplated hereby, and all related disputes between the parties under or relating to this agreement, whether in contract, tort or otherwise, shall be governed by the laws of the State of New South Wales, without giving effect to the principles of the conflict of laws thereof, and any related legal actions must be brought in the court of appropriate jurisdiction in the State of New South Wales, 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. You and we waive trial by jury in any legal action by or against us in such legal actions. We each further waive any claims against the other for multiple, punitive or exemplary damages in any legal actions relating to this Agreement. The prevailing party in any such legal actions shall be entitled to an award of its reasonable legal fees and costs.