Elanco Terms and Conditions of Sale

ELANCO CANADA LIMITED - TERMS AND CONDITIONS: 

• Payment terms are net thirty (30) days from date of invoice unless otherwise stated. 
• Phone orders must be placed exclusively through an Elanco sales representative, not through the Customer Service phone line. 
• Products sold under Emergency Drug Release (EDR) and Emergency Import Permit (EIP) require payment prior to shipment, unless stated otherwise. 
• Incoterms 2020 Delivered at Place (DAP) at Purchaser’s location as specified on the applicable purchase order. 
• Single order, single shipment, single destination. 
• Elanco reserves the right to charge 1.5% calculated and compounded monthly on all overdue invoices (18% per year). 
• Should Elanco products be subject to backorder, shortage, or allocation, Elanco retains the right to cancel any associated Purchase Orders (POs) that have been open or unfulfilled for six (6) months or longer from their original issue date. Any subsequent POs placed by the Purchaser to replace these cancelled orders will be subject to the then current price at the time of shipment. 
• Prices are in effect January 1 of the current year and will be applicable to all purchase orders, order fulfillments and shipments on or after this date. 
• All products are subject to applicable HST/GST/PST/QST, unless noted as *HST/GST/PST/QST exempt. The prices quoted in this price list exclude applicable HST/GST/PST/QST. 
• The applicability of any other terms and conditions of Purchaser (including, without limitation any terms and conditions of purchase submitted at any time by Purchaser whether printed or sent with any order form, delivery note, or otherwise, and/or Purchaser’s policies) is explicitly rejected and shall not apply. Unless expressly stated otherwise in a separate signed agreement between Elanco and Purchaser, these Terms and Conditions shall take precedence and override all other agreements or documents, whether written or verbal, that may relate to the subject matter herein. 
• Prices and terms are subject to change without notice. 
• Elanco reserves the right to determine and apply the appropriate pricing structure for each customer, based on the specific terms and conditions of the account or product. Such terms and conditions may include, but are not limited to, considerations for unique storage and shipping requirements. 

Premix Orders: 

• Premix products are eligible for pick-up allowance of $4.00 per bag. 
• Premixes may be shipped in pallets that may include a variety of products.

Packaged Products Orders: 

• · Orders for packaged products are in cases and case multiples only, unless otherwise specified. 
• · EDR and EIP orders will be prepaid unless stated otherwise and will be charged a $100 handling fee if the order is under $1000.

Allocation: 

• If Elanco is unable, for any reason, to supply the quantities of products ordered, Elanco may allocate its available supply of products among its customers, itself, and its affiliates on such basis as Elanco deems necessary, in Elanco’s sole option and at Elanco’s sole and absolute discretion.

Warranties: 

• Elanco warrants that: (a) the products will be sold with good title, free and clear from all claims, liens and encumbrances; (b) on the date of shipment, the products will conform to the applicable product specifications of the applicable marketing authorization in Canada; and (c) the products are adequately contained, packaged and labeled and conform to the affirmations of fact on the container. 
• Elanco makes no other representations, warranties or conditions concerning the product, express, implied, by fact, law or otherwise, including without limitation, merchantability or fitness for an intended use or particular purpose.

Limitation of Liability: 

• Elanco’s sole obligation and liability, and Purchaser’s exclusive remedy, for any claim or liability in any way connected with or arising out of any products sold hereunder, whether based in tort (including negligence), contract, strict liability or any other legal theory, shall be for direct damages only and is expressly limited to, at Elanco’s option, replacement of non-conforming products or payment in an amount not to exceed, in the aggregate, the purchase price of the specific products for which damages are claimed. 
• In no event shall Elanco be liable for any other losses, expenses or damages of any other kind or character to Purchaser, its customers, or other persons or entities, including without limitation any losses, expenses or damages related to the loss of profits, loss of revenue or economic loss. 
• In no event shall Elanco be liable for any indirect, consequential, incidental, exemplary, special or punitive damages whatsoever and howsoever arising and even if Elanco has been advised of the possibility of such damages.

Purchase Allowance Prior to Price Changes: 

• Unless otherwise agreed in writing, Elanco, at its sole discretion, reserves the right to limit the quantity of products sold to Purchaser to a maximum purchase allowance of two weeks of inventory for advanced purchases prior to any price changes. Any products sold in excess of such purchase allowance will be sold at the new price.

Claims For Breakage, Overage, Shortage or Loss In Transit:

• Before accepting products, Purchaser should inspect shipment upon delivery. Any breakage, overage, shortage, or loss in transit must be noted on the bill of lading. 
• Shipper must sign the delivery document noting damage. 
• Purchaser should accept damaged products and promptly notify (within 24 hours) Elanco Canada Limited Customer Service. 
• All problems that are not related to transportation causes must be reported within two (2) business days to the Elanco Canada Limited Customer Service. 
• Should discrepancies or damage in the order be found after signing the delivery receipt, please contact the carrier within two (2) business days and ask their inspector to verify the damage or shortage. Please immediately notify Elanco Canada Limited Customer Service. 
• Signed documentation noting damage, breakage or loss is required by Elanco Canada Limited Customer Service for prompt reconciliation of account. 
• Elanco will be responsible for breakage, damage or loss while shipments are in transit prior to delivery to Purchaser, provided that Elanco Canada Limited Customer Service is notified of such breakage, damage or loss in accordance with the process above. 
• For clarity, Elanco shall not be liable for, nor will it issue credit for, any products damaged or deviated during transportation from the Purchaser’s premises to the end customer.

Returned Products Policy: 

• A 20% handling fee will be applied to all credits issued, with a credit issued upon satisfactory inspection of the returned products. Accounts in arrears will not have any credit applied to their account. 

Items eligible for return (with 20% handling fee applied, unless otherwise authorized by Elanco Business Unit Director level management).

•  Items must have been purchased directly from Elanco or one of its authorized distributors. 
• Good dated/unexpired products within 3 months of expiry date. 
• All outdated products up to 6 months after expiry date. 
• Items must be unopened in original carton (where applicable). 
• Incorrect product or overage resulting from shipping errors when error was not reported within the required period (within 24 hours). 

Items not eligible for return, unless otherwise authorized by Elanco Business Unit Director level management:

•  Feed additives (premixes). 
• All expired product greater than 6 months after expiration date. 
• Items damaged by fire, smoke, heat, or water resulting from fire or other insurable hazards. 
• Items sold on an “as is” basis or no returns/exchanges basis, such as short-dated product. 
• Items provided as “professional samples”.
• Cold chain products and vaccines that are not deemed suitable for reintegration into inventory, as determined by Elanco in its sole discretion. 
• Products sold under Emergency Drug Release or Emergency Import Permit.

Trutect (Canine Parvovirus Monoclonal Antibody):

•  All sales of Trutect (Canine Parvovirus Monoclonal Antibody) are considered final. No returns or exchanges will be accepted once an order has been processed, except in the case of expired products. 
• Elanco will provide full credit or a product replacement for items that have reached their expiration date.
• Any other exceptions to this policy require prior written authorization from an Elanco Business Unit Director.

Returned Products Process: 

1. Purchaser is required to contact Elanco Canada Limited Customer Services within two (2) business days of product delivery to arrange for product return. 
2. If product(s) is eligible and/or approved for return, Elanco Canada Limited Customer Services will provide guidance regarding the address for the return. 
3. A Return Products Authorization must be obtained from Elanco Canada Limited Customer Service prior to product being returned. The Return Products Authorization form issued by Elanco Canada Limited Customer Service must be completed in full and returned with the shipment. 
4. Product returns resulting from mis-shipment, which are good-dated and undamaged, must be packaged to ensure the integrity of product upon its return. Products must have been stored and returned in compliance with recommended label storage conditions. 
5. Products which have become unsaleable, such as breakage, defacement, fire damage, contamination, open containers, temperature excursions, etc., are not acceptable for return, credit or replacement. 
6. Freight charges for all products returned for destruction (except returns resulting from mis-shipments that are reported within the above required time period and handled under the process described above or otherwise authorized in writing by Elanco Business Unit Director level management) must be paid for by the Purchaser. 
7. Return of approved/eligible products that were purchased in the previous calendar year will be credited based on the price paid at the original time of purchase.

Compliance:

•  It is the policy of Elanco Canada to sell products exclusively to authorized Elanco distributors/ resellers who abide with the local, provincial and federal laws of Canada. Authorized distributors are required to ensure products are being sold (i) within proper veterinary-client-patient relationship guidelines and documentation and/or (ii) to legally authorized resellers in Canada approved by Elanco in writing and adhering to Elanco protocols as communicated by Elanco from time to time. Accordingly, we reserve the right to stop orders that will not fall within these parameters.

Governing Law: 

• These Terms and Conditions shall be governed by, interpreted and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.