Canada

TERMS OF SALES

These terms of sale (“GTCS”) govern all orders for veterinary products placed by any Buyer with Zoetis Canada Inc., a corporation duly incorporated under the laws of Canada, having its principal place of business at 16740 Trans-Canada Highway, Kirkland, Quebec, H9H 4M7 (hereinafter “Zoetis”), with effect from 1 January 2018. The Buyer and Zoetis are hereinafter referred to collectively as the “Parties”.

GENERAL REQUIREMENTS

  1. Pricing: All prices and other amounts due to Zoetis under any agreement shall be in Canadian dollars. All prices on the price list are subject to change without notice. All purchase orders are subject to the price of the Zoetis’ veterinary products (hereinafter “Products”) in effect on the date of receipt of the purchase order by Zoetis. Prices are exclusive of taxes, duties and other government charges, and any other expenses applicable to the sale and/or shipment of the products, all of which will be added to the invoice price for payment by Buyer.
  2. Discounts: Zoetis shall provide Buyer with the discount(s) where applicable.
  3. Purchase Order: Buyer shall order Products by way of a purchase order, specifying the type and quantity of the Products and the desired delivery date and ship-to destination. No other term or condition stated on the purchase order, whether pre-printed or otherwise, will apply to the Products or otherwise bind Zoetis. A purchase order constitutes an offer by Buyer to purchase Products from Zoetis but shall not be binding on Zoetis unless and until confirmed and accepted by Zoetis in writing. For purchase orders received by Zoetis on or before 2 p.m. EST during business hours, Zoetis will use good faith efforts to ship the Products to the desired ship-to destination within the business days specified in the purchase orders. Rush shipment charges may apply to purchase orders received after 2 p.m. EST. Any request to expedite part of an existing order to rush the shipment of specific items will change the order to rush order for the portion being expedited. A rush order fee of minimum $50.00CAD will be applied to the expedited order.
  4. Back Orders: Zoetis will place on back order any Products temporarily out-of-stock and supply these Products to Buyer when they become available, unless Buyer specifically instructs otherwise before such Products are shipped.
  5. Prescription Drug Labels: As Canada’s Food and Drug Act and regulations require that certain products be dispensed only on prescription, except when sold to a licensed veterinarian, such products are identified by the symbol “pr” on Zoetis’ labels.
  6. Product Use and Warranty: Buyer acknowledges and agrees that the therapeutic information and suggested dosage contained in the Compendium of Veterinary Products are necessarily general, and are included for informational or reference purposes only. Any modification in dosage, indications and contraindications are the sole responsibility of Buyer and/or Buyer’s customers, and are not the responsibility of Zoetis. Zoetis’ warranty of its Products is strictly limited and is restricted to the identity of its Products and their manufacture in conformance with good manufacturing practices and applicable - 2 - laws. No other warranty or condition, statutory or otherwise, shall be implied, including, without limitation, a warranty or condition as to quality or fitness for a particular purpose.
  7. Direct Purchasing: Buyer shall purchase Zoetis Products only directly from Zoetis. Purchasing Zoetis Products from secondary markets (gray market) is prohibited.
  8. Right To Limit: Zoetis shall have the right to limit the quantities of Products purchased by any Buyer during any month to a quantity, measured in units and/or dollars, at Zoetis’ discretion.
  9. Customer Audits: Buyer is responsible for notifying Zoetis in writing within seven (7) days of all third-party initiated audits. Upon written notice of a third-party initiated audit, Zoetis and Buyer will mutually agree on audit process, timelines and outcomes.

ADMINISTRATIVE REQUIREMENTS

  1. Payment Terms: Payment of the invoiced amount is due on the date specified on the invoice or net thirty (30) days upon receipt of the invoice, whichever is earlier. In the event of non-delivery of Products specified on the purchase order, Buyer will pay Zoetis for only those Products that have been delivered or received by Buyer.
  2. Interest Charges: All amounts due and owing to Zoetis but not paid by the Buyer on the due date will bear interest from the due date at the rate of 12 per cent (12%) per annum (calculated and compounded on a monthly basis), until such time that all of the outstanding amount and interest thereon are paid in full.
  3. Proof of Deliveries: Buyer will request all Proof of Deliveries from Zoetis in writing within 30 days of invoice date. Shortage claims will not be accepted if more than ten (10) calendar days have passed since delivery was made.
  4. Dispute Resolutions: If a dispute arises out of, or in connection with these terms of sale, the Parties agree to meet to pursue resolution through negotiation or other appropriate dispute resolution process before resorting to litigation. Buyer benefits from a delay of up to ninety (90) days following an event to submit a claim, in writing to Zoetis, to initiate negotiation. All information exchanged during this meeting or any subsequent dispute resolution process, shall be regarded as “without prejudice” communications for the purpose of settlement negotiations and shall be treated as confidential by the Parties and their representatives, unless otherwise required by law. However, evidence that is independently admissible or discoverable shall not be rendered inadmissible or non-discoverable by virtue of its use during the dispute resolution process.
  5. Adjustments to invoices: Buyer will provide a detailed, written deduction explanation for all adjustments to invoices from Zoetis within 30 days of invoice date. Unilateral short-payment of any invoices without prior justification submitted in writing to Zoetis is entirely prohibited.

LOGISTICAL PROVISIONS

  1. Consolidated Ship Day: Buyer may elect, based on volume, to select up to two consolidated ship days per week for its stocking orders. All orders placed will consolidate and ship out to the Buyer each week on the designated ship day(s).
  2. Pick Up Policy: Buyers are not allowed to pick up Zoetis Products at Zoetis’ distribution centers, with the exception of medicated feeds additives products.
  3. Receipt of Palletized Goods: For goods shipped on pallets, Buyer must sign the Bill of Lading or Delivery Receipt in Pallet count, not case or piece count. Claims for shortages and/or concealed damages will be processed per the guidelines in the “Product Ordered in Error, Shortage & Overage” section of these terms of sale. Signing the Bill of Lading or Delivery Receipt, “Subject to Count’, or similar language will not be considered valid for purposes of claims raised after the notification period. Buyer will report full pallet overages/shortages and/or damages noticed upon delivery on the applicable carrier’s documentation.
  4. Special Delivery: If special delivery services are requested by Buyer, Zoetis will notify Buyer of any additional charge upon order confirmation, and if acceptable to Buyer, will add such amount onto the invoice for payment by Buyer.
  5. Title and Risk of Loss: Risk of loss will remain with Zoetis while in possession of the carrier and will pass to Buyer upon delivery to Buyer (F.O.B destination). Any failure to deliver by the carrier or loss or damage to the Products in transit falls under the obligation of Zoetis to replace those products. All claims for failure to deliver, or for loss or damage to the Products in transit or otherwise in the custody or possession of the carrier, must be reported by Buyer to Zoetis within fifteen (15) days of shipment. Zoetis has the right to request photos of all damages at delivery from Buyer prior to replacement. Notwithstanding the foregoing, title to the Products will remain with Zoetis while in possession of a carrier and will pass to Buyer upon delivery to Buyer.
  6. Freight Terms: Standard orders will be shipped freight on board (FOB) destination point, freight prepaid by Zoetis, using Zoetis’ preferred method including but not limited to, common carrier, parcel or air, depending on size of order, Buyer location and product requirements.
  7. Failure to Deliver: Zoetis shall not be liable for any failure to deliver from causes beyond Zoetis' control, including but not limited to, strikes or contingencies of manufacturing, fires, floods, power interruptions, scarcity of materials, or acts of terrorism.
  8. Recalls: In the event of a Zoetis recall, Zoetis will notify Buyer. Buyer shall promptly return Products affected by such recall to Zoetis. Buyer will send all recalled Products to Zoetis as instructed and Zoetis will issue credit to Buyer for one hundred percent (100%) of purchase price. Zoetis will cover all associated shipment costs for the purpose of such recall, for all returns from Buyer to Zoetis.

GENERAL RETURNED GOODS POLICY

  1. Returned Goods Policy: The following terms and conditions govern Buyer’s return of Products to Zoetis, for credit.
    1. Product may only be returned for credit or exchanges on a one to one basis for exchanges.
    2. Only the following Products are authorized as part of the General Returned Goods Policy:
      1. Expired or short-dated, in original packages and within two (2) months prior to the Product expiry date or within three (3) months after the Product expiry date. Providing that Products are meeting the stated timelines, Buyer will receive credit based on Zoetis Price List’s stated Returns Factors in effect at time of return.
      2. Any Product returned and having in excess of two (2) months to six (6) months shelf life prior to the Product expiry date will be imposed an additional 20% return factor. Any Product returned and having in excess of six (6) months shelf life prior to the Product expiry date will be considered an unauthorized return and no credit or exchange will be issued or granted.
      3. Any Product returned as of the fourth (4th) month after expiry date will be returned for destruction only. No credit or exchange will be issued or granted (See Exhibit A for timeline table).
      4. Recalled Products.
      5. Manufacturing defects. Buyer must provide, via email, pictures of noted product defect upon contacting Zoetis for the purpose of returning the product.
    3. Damaged and concealed damages: Buyer shall inspect all shipments the day that they are received. Any shipment damaged in transit requires an inspection from the delivering carrier. Noticeable damage must be noted on the consignee copy of the freight bill at the time of delivery, or the claim will be disallowed. Concealed damage must be reported, and a request for inspection made within 5 days of delivery. Buyer must retain the merchandise in original packaging. Buyer shall notify Zoetis and provide all details supporting the claim for damages. Buyer must provide, via email, pictures of noted product damages upon contacting Zoetis for the purpose of returning the product
    4. Credit will be issued only if the amount to be credited is $50.00 or more, per return.
    5. Only Products purchased directly from Zoetis are eligible for credit.
    6. Product returned for credit must be returned in quantities no less than the original unopened packaged unit (Zoetis selling unit of measure). Partial quantities are to be returned for destruction only and no credit will be issued.
    7. Following Product are not eligible for credit:
      1. Product returned and having in excess of six (6) months shelf life prior to the Product expiry date;
      2. Product returned as of the fourth (4th) month after expiry date;
      3. Products not in their original packaging or which have been repackaged or reconstituted;
      4. Products which have been damaged due to improper handling or storage (while not in the possession of Zoetis), including damage to packaging;
      5. Products which have been tampered with in any way;
      6. Products purchased on a non-returnable basis;
      7. Products acquired as a result of a fire or bankruptcy sale;
      8. Products not purchased from Zoetis in accordance with its terms and conditions of sale.
    8. All returns must be authorized by Zoetis Customer Service. All Product returns must be sent freight prepaid by the Zoetis (See Exhibit B for Returns Authorization contact information).
    9. Credit will only be issued upon receipt of the Products at the Zoetis Distribution Centre within 60 days of Zoetis’ issuance of the Returns Material Authorization to Buyer;
    10. In the event of a discrepancy between the Products actually received by Zoetis and the amount of the credit claimed by Buyer, Zoetis reserves the right to adjust the amount of the credit accordingly with notification to Buyer.
    11. Returns Material Authorization numbers not utilized within 30 days will be cancelled or null and void. Buyer must contact Zoetis Customer Service for a new Returns Material Authorization number after 30 days have lapsed.
  2. Product Ordered in Error, Shortage and Overage
    1. Ordered in Error: Product ordered in error, shall be reported by Buyer within three (3) working days of the date of delivery, to Zoetis’ Customer Service. Buyer must obtain a Return Material Authorization number before any Product can be returned. Buyer will receive credit based on Zoetis Price List’s stated Returns Factors in effect at time of return plus an additional 20% Return Factor.
    2. Shortage: To ensure appropriate credit is issued should a shortage occurs in transit, Buyer should accept all Products delivered by carrier and note visible shortages on the carrier’s delivery documents and contact Zoetis Customer Service. Zoetis will make arrangements for a replacement shipment if requested by Buyer.
    3. Overage: To ensure appropriate billing or return authorization should an overage occurs in transit, Buyer should accept all Products delivered by carrier and note visible overages on the carrier’s delivery documents and report the overage to Zoetis Customer Service.
      1. Should Buyer elect to return the overage Products, Buyer must certify in writing that the Products returned have been stored as per the label requirements while in their possession. Vaccines must be returned in appropriate coolers with required ice packs. For vaccines, temperature data must be provided. If temperature monitoring is available, a copy must be provided to Zoetis;
      2. Zoetis will make arrangements for a carrier to pick up the over-shipped Products;
      3. Zoetis will issue an invoice for over-shipped Products at Buyer’s request.

GENERAL PROVISIONS

  1. Representations, Disclaimers and Indemnification
    1. Representations: Buyer represents and warrants that: (i) in the case where Buyer is in a partnership or corporation made up, in whole or in part, of individuals who are veterinarians or are practicing veterinary medicine, such individuals are also so licensed by the applicable provincial licensing body; (ii) Buyer has, and shall maintain, any and all qualifications, professional licenses, permits, certifications, approvals, authorizations and registrations necessary to carry out Buyer’s activities and obligations hereunder; and (iii) Buyer shall comply with all applicable laws, including, without limitation, in relation to the purchase, sale, resale, marketing, storage, handling, use and administration of the Products.
    2. Disclaimers: TO THE EXTENT PERMITTED BY APPLICABLE LAWS, THE LIMITED WARRANTIES EXPRESSLY CONTAINED IN THESE TERMS OF SALE ARE THE SOLE REPRESENTATIONS AND WARRANTIES GIVEN BY ZOETIS HEREUNDER AND ARE MADE EXPRESSLY IN LIEU OF AND EXCLUDE ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHERWISE, AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES PROVIDED BY COMMON LAW, STATUTE OR OTHERWISE ARE HEREBY DISCLAIMED BY ZOETIS. IN NO EVENT WILL ZOETIS BE LIABLE TO BUYER FOR INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL, AGGRAVATED OR EXEMPLARY DAMAGES OR LOSS OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS AND LOSS OR INTERRUPTION OF BUSINESS.
    3. Indemnification: Buyer will defend, indemnify and hold harmless Zoetis and its affiliates and other related companies and their respective employees and agents (each an “Zoetis Indemnitee”) from any liability (including any loss or damage to property and/or death or injury) or expense (including reasonable attorney fees), arising from any and all demands, claims, actions, suits or proceedings as a result of negligence or willful misconduct of Buyer or Buyer’s employee or agent or a breach by Buyer of a representation, warranty or other provision of these terms of sale, except to the extent where such liability or expense is the result of gross negligence or willful misconduct of the Zoetis Indemnitee or a breach by Zoetis of a representation, warranty or other provision of these terms of sale.
  2. Breach and Termination
    1. Breach: Any breach of these terms of sale will give Zoetis the right to refuse all further orders and/or revoke its approval of sales of Products to Distribution. If Zoetis has any reason to believe that Buyer is in breach of these terms of sale, pending completion of any investigations it chooses to carry out, Zoetis reserves the right, in its sole discretion, to suspend or refuse further sales to Buyer.
    2. Termination: Without prejudice to any other rights or remedies which Zoetis may have, Zoetis may terminate these terms of sale immediately on giving notice to Buyer: (i) if Buyer commits a breach of these terms of sale and fails to remedy that breach within ten (10) working days of being notified in writing of the breach; (ii) in the event of insolvency of, assignment for the benefit of creditors by, or the initiation of bankruptcy proceedings by or against, Buyer; or (iii) if Buyer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
  3. Governing Law & Jurisdiction: The construction, validity, and performance of these terms of sale shall be governed by the laws of the Province of Ontario and the applicable laws of Canada therein without reference to its conflict of law rules that would make the laws of another jurisdiction apply. In the event that any dispute or claim arising therefrom cannot be resolved out of court by the Parties, such claim or dispute shall be subject to the exclusive jurisdiction of the courts of Ontario situated in the City of Toronto, even in the case of summary proceedings, third party claims, or if there is more than one defendant. The application of the U.N. Convention on Contracts for the International Sale of Goods (1980) is excluded. The Parties agree that this clause is not to be construed to relieve a party from complying with local laws and other laws applicable to such party’s business and activities.
  4. Miscellaneous:
    1. Force Majeure: Neither party shall be in breach of these terms of sale nor be liable to the other party for a delay in performing or for its failure to perform any of its obligations under these terms of sale where such delay or failure is the result of unforeseen events, circumstances or causes beyond its reasonable control, including, without limitation, acts of God, fires, floods, power interruptions, scarcity of materials, strikes, contingencies of manufacturing, and acts of terrorism. The Parties agree that the non-performing party shall: (i) promptly notify the other party in writing of the occurrence of such event and the way in which its obligations are prevented or impeded by such event; and (ii) use commercially reasonable efforts to minimize the delay or failure and to resume performance as soon as reasonably practicable.
    2. Notice: Any notice or other communication required to be given under these terms of sale must be in writing and delivered to the other party’s address. In the case of Zoetis, to Zoetis Canada Inc., 16740 Trans-Canada Highway, Kirkland, Quebec, H9H 4M7 to the attention of the General Manager. Any notice will be deemed to have been given when delivered.
    3. Entire Agreement and Amendment: These terms of sale and their attached appendix constitute the entire agreement of the Parties with respect to the subject matter of these terms of sale and supersede any and all previous and simultaneous communications, representations, negotiations, discussions, agreements or understandings, whether oral or written, between them with respect to the subject matter of these terms of sale. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties other than as expressly set out in these terms of sale. These terms of sale may be modified only by a written instrument signed by the Parties or their successors or permitted assigns.
    4. Severability: The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of the remainder of these terms of sale.
    5. Assignment: These terms of sale, and/or any part thereof shall not be wholly or partially assigned by Buyer without Zoetis' prior written approval. Zoetis may however assign these terms of sale, or any part thereof to any third party without the approval of Buyer.
    6. Waiver: No condoning or excusing by a party of any default or breach by the other party regarding any term or condition of these terms of sale operates as a waiver of that party’s rights under these terms of sale. A waiver of any term or right under these terms of sale will be in writing signed by the party entitled to the benefit of that term or right, and is effective only to the extent set out in the written waiver.
    7. Partnership / Joint Venture: Nothing in these terms of sale is intended, or shall be deemed, to establish any partnership or joint venture between the Parties, render any party the agent of the other party, or authorize a party to make or enter into any commitments for, or on behalf of, the other party.
    8. Binding: All provisions of these terms of sale are binding upon, inure to the benefit of and are enforceable by or against the Parties and their respective heirs, executors, administrators or other legal representatives and permitted successors and assigns. A person who is not a party to these terms of sale shall not have any rights or benefits under or in connection with these terms of sale.
    9. Language: The Parties expressly request that these terms of sale and all related documents be drafted in English only. Les parties aux présentes demandent expressément que la présente entente et tout document y afférent soient rédigés en anglais seulement.

EXHIBIT A - ZOETIS RETURNS AUTHORIZED TIMELINE TABLE

EXHIBIT B - ZOETIS RETURNS AUTHORIZATION CONTACT INFORMATION

Returns Authorization

Authorization must be obtained by Buyer prior to returning Product to Zoetis. Buyer must fax Zoetis Canada Customer Service at 1-800-668-8686 or send by email to Canadareturns@zoetis.com with the following information provided:

  1. Reason for return
  2. Item number
  3. Quantity
  4. Lot number
  5. Expiry date Customer Service will forward

Customer Service will forward a Return Material Authorization number (“RMA”) to Buyer along with return instructions. The Return Material Authorization number and return goods packing list must be included with retuned shipment.

In the event that multiple cases are required to return Product, each case must clearly be labelled as such (i.e.: 1 of 3, 2 of 3, 3 of 3) and each case must be marked with the Return Material Authorization number and return goods packing list only listing included Product in each case.

No credit will be given for return shipments that do not include an authorized and valid RMA. Only those Products previously authorized will be considered for credit

Zoetis staff is not permitted to pick up Product for return purposes.

Manufacturing Defects and Product Complaints

When Products are returned by Buyer because of a manufacturing defect, Buyer shall immediately notify Zoetis Customer Service Centre at 1-800-663-8888 of the complaint.