ARATANA THERAPEUTICS, INC.
UNITED STATES STANDARD TERMS AND CONDITIONS OF SALE
ACCEPTANCE: By using the commercial website of Aratana Therapeutics, Inc. (“Aratana”) located at shop.aratana.com (the “Website”) or by purchasing products from Aratana, you agree to the following terms and conditions of sale (the “Terms and Conditions”).
GENERAL: These Terms and Conditions, including the associated policies and terms expressly referenced herein, exclusively govern the sale of products approved for distribution in the US (“Products”) sold by Aratana to you, the buyer. No addition or modification of these Terms and Conditions will be binding on Aratana unless agreed to in writing signed by an authorized representative of Aratana. Acceptance by Aratana of buyer’s purchase order(s) for Products is expressly conditioned on buyer’s agreement to all of the Terms and Conditions contained herein. All orders are subject to acceptance by Aratana. The terms “you” and “buyer” as used hereunder means collectively the individual opening the account with Aratana or directly using the Website or purchasing Products along with the licensed veterinarian for which products are being purchased (if different) as well as the entity representing the practice of such veterinarian (if applicable).
VETERINARIAN: You certify, represent and warrant to Aratana that:
(a) either you are a state licensed veterinarian in the US or you are purchasing the Products for a state licensed US veterinarian in your practice,
(b) you have a completed credit application filed with Aratana for yourself or on behalf of such veterinarian,
(c) the information you provided in such credit application and in connection with your registration for an account with Aratana is current, accurate and complete,
(d) you submitted to Aratana true and accurate copies of your (or such veterinarian’s) current veterinary license which is in good standing and not expired, revoked or suspended, and
(e) if you are purchasing Products on behalf of a licensed veterinarian (or an entity representing such veterinarian’s practice) or otherwise entering into these Terms and Conditions on a veterinarian’s (or such practice entity’s) behalf, that you have the full right and authority to do so and to bind such veterinarian (and such entity) to these Terms and Conditions.
WARRANTY AND LIMITATION OF LIABILITY:
Aratana represents and warrants that at the time of shipment the Products shall meet the Aratana specifications relating thereto and shall be free from rightful claim of third parties for infringement of patent, copyright or trade secret. The foregoing warranty shall be void if the Products have been misused, neglected, improperly handled, altered, abused or used for any purpose other than the one for which they were manufactured or if the Products’ failure to conform to the foregoing warranty was due in whole or in part to other conditions beyond the control of Aratana. THE WARRANTY SET FORTH IN THIS PARAGRAPH IS EXCLUSIVE REGARDING THE PRODUCTS AND IN LIEU OF ALL OTHER WARRANTIES EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED BY STATUTES OR OTHERWISE ARE HEREBY EXPRESSLY DISCLAIMED.
Aratana’s sole liability (and your sole and exclusive remedy) in connection with the Products and the supply thereof (including without limitation for breach of the warranty described above) shall be limited to the replacement of such Products or the credit of the purchase price for such Products at Aratana’s discretion, as per the Return Goods Policy – shop.aratana.com/customer-service. You assume all risk as to the use of the Products. YOU AGREE THAT ARATANA IS NOT AND WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR BUSINESS DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFIT OR USE), WHICH MAY BE SUFFERED AS A RESULT OF ARATANA’S BREACH OF ANY CONTRACT, REPRESENTATION, OR WARRANTY OR AS A RESULT OF YOUR PURCHASE OR THE USE OF THE PRODUCTS. You further agree that Aratana shall not be liable for any damages that may result from a force majeure, which shall include acts of God, acts of the public enemy, war, terrorism, insurrections, riots, injunctions, embargoes, fires, explosions, floods, or other unforeseeable causes beyond the reasonable control, and without the fault or negligence of, Aratana.
INDEMNIFICATION: You agree to indemnify and hold harmless Aratana, its affiliates, directors, officers, employees and agents from and against any claims, losses, demands, liabilities, damages, costs and expenses (including costs, reasonable attorney’s fees and reasonable investigative costs) arising from or in connection with any suit, demand, proceeding or action by any third party to the extent such suit, demand, proceeding or action arises out of or results from the use or sale of the Products purchased by buyer from Aratana, except to the extent that such suit, demand, proceeding or action arises out of the failure of such Products to meet the warranty set forth above.
DELIVERY: The terms of Aratana’s Shipping and Delivery Policy – shop.aratana.com/customer-service shall apply to Products purchased by you from Aratana. Please refer to such policy for details. Aratana may not be authorized to ship Products to certain states and if so, it shall have no obligation hereunder to sell and deliver Products to such states.
PAYMENT TERMS: All purchases shall be paid in cash, check or credit card. Payment can be made with an authorized credit card at the time of the purchase or you may be invoiced at net 30 days from date of invoice. Payments due are billed as of invoice date and not date of receipt of goods. A cash discount of 2% is available for payment received within 10 days of invoice. This or any other discount does not apply to credit card payments. A monthly service charge of 1.5% (an annual percentage rate of 18%), or the maximum allowed by the applicable state laws, will be added to all past due balances. No discount will apply for credit card payments. Any collected agency or attorney’s fees incurred to collect a delinquent balance shall be paid by the Buyer on demand.
PRICING: Prices prevailing at time of shipment will be applied to your order for Products. To receive promotional pricing you must qualify based on the requirements as specified in the program. All decisions regarding qualification for promotional pricing are made by Aratana in its sole discretion. You will be responsible for paying shipping, insurance and freight for delivery of Products in accordance with the Shipping and Delivery policy (which amounts will be added to the listed prices). You are also responsible for paying (and all prices are exclusive of) any sales, use, value added, excise and similar taxes, levies, duties or governmental assessments associated with your purchase or use of Products or payments to Aratana (other than taxes on Aratana’s net income). If Aratana has the legal obligation to pay or collect taxes, levies, duties or similar assessments for which you are responsible hereunder, Aratana may add the appropriate amount to amounts charged to and paid by you hereunder.
ACCURACY OF PRICE AND PRODUCT DESCRIPTIONS: Aratana attempts to be as accurate as possible, but Aratana does not warrant that price and product descriptions and other content of the Website is accurate, complete, reliable, current and error-free. In the event that the product is listed at an incorrect price, Aratana has the right to cancel the order. If you have already been charged for the purchase and your order is cancelled, Aratana will issue a credit to your account.
RETURN GOODS POLICY: All purchases are subject to the Return Goods Policy – shop.aratana.com/customer-service available on the Website. You must contact Aratana Customer Service prior to the return to obtain a Return Merchandise Authorization. See complete policy for full details.
AMENDMENTS AND MODIFICATIONS: Aratana may amend these Terms and Conditions at any time by posting the amended Terms and Conditions on the Website. You agree that you are responsible for reviewing these Terms and Conditions periodically. Aratana will provide you notice of any changes to these Terms and Conditions to your primary email address listed in your account. All amended Terms and Conditions will be effective thirty (30) days after such notice unless you first give Aratana written notice of rejection of the amended Terms and Conditions within such thirty day period. In the event of such rejection, your account will be terminated as of the date of such rejection and you should no longer purchase Products from Aratana through the Website. You acknowledge and agree that if you continue to use the Website or purchase Products after the date on which the Terms and Conditions have been amended, you will have accepted the amended Terms and Conditions. If any modified Terms and Conditions are not acceptable to you, your sole remedy is to timely provide the foregoing rejection notice and to cease using the Website or purchase Products.
GOVERNING LAW AND JURISDICTION: This agreement and all disputes arising hereunder and/or related to the Aratana Products purchased by buyer will be governed by and interpreted in accordance with the internal laws of the State of Delaware, without giving effect to the rules or principles of conflict of laws. The parties hereby consent to and agree that the United States Federal Courts for the District of Kansas, and State Courts of Kansas, shall have the sole and exclusive jurisdiction to resolve all such disputes. The parties hereby waive any objection to such sole and exclusive jurisdiction.
MISCELLANEOUS: You may not assign any of your rights or obligations under these Terms and Conditions without the prior express, written consent of Aratana. Aratana may freely assign these Terms and Conditions (or any rights or obligations hereunder) without consent at any time. If any one or more provisions of these Terms and Conditions shall be found to be illegal or unenforceable in any respect, the remainder of these Terms and Conditions shall remain in full force and effect. These Terms and Conditions constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersede all prior agreements (oral and written), negotiations and discussions and supersede any purchase order or other ordering documents.