Terms and Conditions

Definitions:

The “Seller” means Mark Anderson and Associates, Incorporated dba Veterinary Concepts (“VETERINARY CONCEPTS”).

The “Buyer” means the customer of VETERINARY CONCEPTS.

“Terms” and “Contract” each mean these Terms and Conditions of Sale, which constitute 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.

Acceptance:

These Terms, together with the information contained in Seller’s written product order, quotation, acknowledgment, and/or invoice, constitute the entire agreement and understanding between Seller and Buyer concerning the purchase and sale of Seller’s Products. Buyer must review the acknowledgment for accuracy and notify Seller immediately of any discrepancies. Buyer accepts these Terms by accepting delivery of, or making payment for, any Product.

Price:

All quotations and order acknowledgments, whether written, verbal, electronic, or sent by facsimile, are based on current costs. For annual purchase orders, the Seller reserves the right to notify the Buyer of price changes if costs increase or decrease by more than 5% before order completion. Unless the Seller expressly agrees otherwise in writing, prices exclude all freight, insurance, delivery charges, taxes, and duties. Where applicable, the Buyer shall maintain current state tax exemption certificates. All prices are subject to change without notice.

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:

If credit has been extended in lieu of payment by credit card, all invoices are payable in U.S. dollars thirty (30) days following the invoice date. Seller rejects all additional, different, or modified terms and conditions submitted by Buyer. The Buyer shall pay interest on any overdue amount from the payment due date at a rate of up to 1 ½ percent per month, or the highest rate permitted by applicable law if lower. The Buyer agrees to pay all collection costs and expenses, including reasonable attorneys’ fees and court costs, incurred in collecting any due and unpaid amount. 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 the Seller a purchase money security interest in the Products until the Seller has been fully paid and shall assist the Seller in taking the necessary action to perfect and protect that security interest.

International Buyers are required to pay by wire transfer or credit card. When an International Buyer pays by credit card, the Product will not ship until the payment has been deposited in the Seller’s account.

Shipment, Title, Delivery and Risk:

Unless otherwise agreed in writing by the Buyer and the Seller, all Products shall be shipped FCA Seller’s facility (Incoterms 2020, as updated from time to time). All orders shall be shipped using the Seller’s choice of carrier unless the Buyer specifies otherwise. Delivery shall occur, and title and risk of loss of or damage to the Products in transit or thereafter shall pass to the Buyer, when the Seller places the Products with the first carrier for shipment to the Buyer. The Seller shall use reasonable commercial efforts to deliver the Products by the estimated delivery date stated on the purchase order, but a delivery delay shall not constitute a breach of the Buyer’s purchase order. The Seller may ship Products in lots based on order size and Product availability. A nonconformity or defect in one lot shall not constitute a breach of the Buyer’s entire purchase order, and the Buyer shall pay in full for any lot whose conformity and condition it does not dispute.

Orders that are held upon Buyer request will be canceled after thirty (30) days of non-communication by the Buyer.

Damage in Transit:

Upon receipt, the Buyer shall inspect the Product for evidence of damage or loss before signing for the shipment. The Buyer shall not accept a shipment with apparent damage unless the carrier first acknowledges the damage in writing. The Buyer shall retain the original packing materials and documents until the Product has been fully examined. If the Buyer is responsible for freight costs or designates or arranges shipment with a specific carrier, the Buyer is responsible for filing the damage claim with that carrier. If the Seller paid the freight, the Buyer shall notify the Seller immediately of all damage claims so the Seller can arrange an inspection and file a claim with the carrier.

Errors and Shortages:

The Buyer is responsible for opening and examining each shipment upon receipt and for notifying the Seller promptly upon discovering any error or shortage. The Seller assumes no responsibility for an error or shortage reported more than three (3) business days after the Buyer receives the shipment.

Cancellations/Returns:

The Buyer MUST obtain the Seller’s authorization before returning any Product purchased from the Seller, regardless of the reason for the return. The Buyer may submit a Request for Return Authorization to the Seller’s Customer Service Center or directly to its Quality Control Manager. The request must include a clearly detailed explanation for the return. The Seller shall review the request and attempt to respond within seven (7) business days. If the return is authorized, the Seller shall issue a Return Authorization Number (“RA#”). The Buyer must clearly mark the RA# in large characters on each shipping carton or pallet near the shipping address; otherwise, the Seller shall refuse the return shipment. Unless the Seller expressly agrees otherwise, the Buyer must ship any returned Product to the Seller freight prepaid at the Buyer’s expense. CERTAIN PRODUCTS ARE NON-RETURNABLE.

Buyer Cancellation for Convenience/Non-Warranty Issue:

Products authorized for return for any reason other than breach of warranty must be returned within sixty (60) days after the invoice date. Some items, including special orders, are non-returnable. For an authorized return involving a non-warranty issue, the Seller shall, in its sole discretion, issue a credit, provide a replacement, or refund the purchase price, subject to a minimum 25% restocking fee on all returns. The Seller shall not accept a Request for Return Authorization submitted more than sixty (60) days after the invoice date. Discontinued Products may not be returned, regardless of age. All Products must be returned with the RA#, unaltered, in their original sealed containers or packaging, and in good and saleable condition.

Buyer Cancellation for Defect:

If the Buyer alleges that a Product is defective, the Buyer must submit a Request for Return Authorization within seven (7) business days after receiving the Product. The request must include samples and/or photographs demonstrating the alleged defect. Any claim concerning a defective Product is also subject to the Warranty provision below.

Warranty and Disclaimer of Liability:

The Seller provides warranties, if any, on a product-by-product basis. Some Products are sold “AS IS.” For a Product covered by a warranty, the applicable warranty information is available from the Seller upon request.

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, IN THE SELLER’S SOLE DISCRETION, TO REPLACEMENT OR REPAIR OF, OR REFUND OF THE PURCHASE PRICE FOR, THE PORTION OF THE PRODUCT WITH RESPECT TO WHICH DAMAGES ARE PROVED. UNDER NO CIRCUMSTANCES WILL THE SELLER’S LIABILITY TO THE BUYER, THE BUYER’S CUSTOMER, OR ANY THIRD PARTY EXCEED THE INVOICE VALUE OF THE PRODUCT.

Under no circumstances will the Seller have any liability for (1) defects resulting from wear and tear, accidents, or improper use or storage after delivery; (2) Products that are altered after delivery; or (3) information contained in the Seller’s catalogs, on the websites of the Seller or its affiliates, or in other advertising or informational materials, because such information is intended only to convey a general idea of the Product and does not form any part of the Contract.

FORCE MAJEURE and SHORTAGES:

The Seller shall not be liable for any loss or damage resulting from a delay in delivery, failure to supply ordered Products, or other failure to perform its obligations under this Contract when caused by circumstances beyond the Seller’s control. No such circumstance shall relieve the Buyer of its obligation to pay for other deliveries under this Contract. If production capacity or Product inventory is insufficient, the Seller may, in its sole discretion and without liability to the Buyer, reasonably allocate its available production capacity and Product inventory as the Seller considers necessary or equitable.

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 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 to bar the exercise or enforcement of such right at any time thereafter.

GOVERNING LAW and JURISDICTION:

This Contract and any claim or dispute arising out of or relating to it shall be governed by the laws of the State of Wisconsin, U.S.A., without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. Any action or proceeding arising under or relating to this Contract shall be subject to the exclusive jurisdiction of a state, federal, or comparable court located in St. Croix County, Wisconsin. Notwithstanding the foregoing, in the Seller’s sole discretion, an action may be heard in another place designated by the Seller if necessary to obtain jurisdiction over third parties so the dispute can be resolved in one action. The Buyer agrees to appear in any such action, consents to the jurisdiction of those courts, and waives any objection to venue in any such court. Any action, regardless of form, arising out of or relating to this transaction or the Products sold under this Contract must be brought against the Seller within the applicable statutory period and, in all events, no later than ONE (1) YEAR after the invoice date.