Elanco | Terms of Sales

ELANCO TERMS AND CONDITIONS OF SALE

1. General Application. These Terms and Conditions (“Terms”) govern your order and purchase of merchandise or goods (“Goods”) from Elanco (“we” or “us”). Each order and purchase of Goods is subject only to these Terms and to the terms for quantity contained in your purchase order (“Purchase Order”) for Goods that has been accepted by us.

2. Shipment of Goods. All shipments of Goods will be CIP (Incoterms®2010, Carriage and Insurance Paid), unless otherwise stated in your invoice, to the delivery address designated in your Purchase Order, or if not designated in your Purchase Order, to your current delivery address listed in our records. Elanco will pay the shipping costs on all orders shipped to you via normal routing and which meet any minimum order requirements established by Elanco. Customer requests for expedited delivery or other special handling may result in additional charges payable by you. We may not be authorized to ship Goods to certain states, and if so, we shall have no obligation to sell and deliver Goods to such states.

3. Inspection of Goods for Damage or Shipping Error. You have the right to inspect and reject any shipment of Goods for damage or shipping error for a period of 10 calendar days after delivery. Any damage or mis-shipment must be reported to Elanco Customer Service at the phone number indicated for corresponding Goods in Section 5 below, at which time you can request a return authorization. Mis-shipped or damaged Goods may not be returned without a return authorization. If damage to your Goods is apparent at the time of delivery, please note the damage when signing the delivery carrier’s delivery receipt. Elanco makes the final decision to accept returns, credit accounts and/or re-ship Goods in its sole and absolute discretion.

4. Lost Goods. You will promptly notify us if you have not received an expected shipment of Goods by the expected delivery date. If we determine that your shipment of Goods is lost, we will credit your account and promptly re-ship Goods upon your request to re-order. We may, at our option, make a claim or ask you to make a claim directly with the delivery carrier.

5. Return Policy.

(a) For products purchased from an Elanco authorized distributor: Products purchased via distribution must be returned to the distributor that sold the products to you. Your ability to return those products is subject to your relationship with that distributor. Whether or not expired returns will be accepted from distributors is governed by Elanco’s then-current Return Policy applicable to distributors for the product(s) you are seeking to return.

(b) For products purchased directly from Elanco: Any returned product must be accompanied by a valid return authorization and remain in the original, intact and unopened packaging and in the same unit quantities as purchased, unless damaged or subject to recall, in which case opened and partial returns are allowed. All returned Goods become Elanco property and may be destroyed. Please follow the instructions below for the particular products you wish to return:

1.) Rx – Parasiticides

For Comfortis, Credelio, Credelio Cat, Interceptor Flavor Tabs, Interceptor Plus, Milbemite and Trifexis
- Contact Elanco’s customer support at 1-800-782-8977 for return authorization
For Advantage Multi
Elanco only accepts returns of outdated Products if dating is one hundred eighty (180) days prior to or ninety (90) days after Product expiration date. If authorized, credit will be issued at eighty percent (80%) of the current purchase price. At Elanco’s sole and absolute discretion, credit may also be issued for returns of (a) Products damaged or mis-shipped as outlined in the Terms and Conditions, (b) Products with apparent product defect or container or label damage/defect, provided the damage/defect is presented to Elanco within ten (10) days of receipt, or (c) Products subject to voluntary or involuntary recall.

2.) EPA

Non-returnable
Exception –
- Contact Elanco’s customer support at 1-800-782-8977 or 1-800-633-3796 for return authorization
- Only upon an Elanco Director’s written approval and no later than twenty-four (24) months after the Product’s date of purchase, EPA Products may be returned by Purchaser. If authorized, credit will be issued at eighty percent (80%) of the current purchase price. At Elanco’s sole and absolute discretion, credit may also be issued for returns of (a) Products damaged or mis-shipped as outlined in the Terms and Conditions, (b) Products with apparent product defect or container or label damage/defect, provided the damage/defect is presented to Elanco within ten (10) calendar days of receipt, or (c) Products subject to voluntary or involuntary recall.

3.) All Other Rx / OTC

For Atopica, Deramaxx, Elura, Entyce, Galliprant, Nocita, Onsior, Percorten-V, Surolan, Tanovea, Vetspon and Zobuxa
- Contact Elanco’s customer support at 1-800-782-8977 for return authorization
For Advantus, Baytril injectable, Baytril Otic, Baytril Tablets, Claro, Droncit, Drontal, Drontal Plus, Profender, Quellin, Veraflox, Supplements (DVM, Ear Rinse, Endurosyn, Free Form, Lactoquil, Otirinse and Synovi), Dermatology (Chlorhexiderm, HyLyt, Malaseb, Relief and T8 Keto Flush) and Dewormers (Quad dewormer and Tapeworm dewormer)
Elanco only accepts returns of outdated Products if dating is ninety (90) days prior to or ninety (90) days after Product expiration date. If authorized, credit will be issued at eighty percent (80%) of the current purchase price. At Elanco’s sole and absolute discretion, credit may also be issued for returns of (a) Products damaged or mis-shipped as outlined in the Terms and Conditions, (b) Products with apparent product defect or container or label damage/defect, provided the damage/defect is presented to Elanco within ten (10) days of receipt, or (c) Products subject to voluntary or involuntary recall.

4.)

4a) Vaccines

Contact Elanco’s customer support at 1-800-782-8977 for return authorization
Elanco only accepts returns of outdated Products if dating is up to one hundred eighty (180) days after Product expiration date. If authorized, credit will be issued at eighty percent (80%) of the current purchase price or an in-kind replacement. At Elanco’s sole and absolute discretion, credit may also be issued for returns of (a) Products damaged or mis-shipped as outlined in the Terms and Conditions, (b) Products with apparent product defect or container or label damage/defect, provided the damage/defect is presented to Elanco within ten (10) days of receipt, or (c) Products subject to voluntary or involuntary recall.

4b) Canine Parvovirus Monoclonal Antibody

Contact Elanco’s customer support at 1-800-782-8977 for return authorization.
Elanco only accepts returns of outdated Products (full carton) if dating is up to sixty (60) days after Product expiration date. If authorized, credit will be issued at eighty percent (80%) of the current purchase price.
At Elanco’s sole and absolute discretion, credit may also be issued for returns of (a) Products damaged or mis-shipped as outlined in the Terms and Conditions, (b) Products with apparent product defect or container or label damage/defect, provided the damage/defect is presented to Elanco within ten (10) days of receipt, or (c) Products subject to voluntary or involuntary recall.

5.) Zorbium

Non-returnable

6.) Interceptor Plus 12-count

Contact Elanco’s customer support at 1-800-782-8977 for return authorization
Elanco only accepts returns of outdated Products if dating is three hundred sixty-five (365) days prior to or ninety (90) days after Product expiration date. If authorized, credit will be issued at eighty percent (80%) of the current purchase price. At Elanco’s sole and absolute discretion, credit may also be issued for returns of (a) Products damaged or mis-shipped as outlined in the Terms and Conditions, (b) Products with apparent product defect or container or label damage/defect, provided the damage/defect is presented to Elanco within ten (10) days of receipt, or (c) Products subject to voluntary or involuntary recall.

7.) For Livestock Vaccine Products: Contact Elanco Customer Service @ 1-800-782-8977 for return authorization. Elanco only accepts returns of outdated products if product is expired and within 180 days after product expiration date. If authorized, credit will be issued at 80% of your current purchase price or an in-kind replacement. At Elanco’s sole and absolute discretion, credit may also be issued for returns of (a) Goods damaged or mis-shipped as outlined in Section 3 above, (b) Goods with apparent product defect or container or label damage/defect, provided the damage/defect is presented to Elanco within 10 calendar days of receipt, or (c) Goods subject to voluntary or involuntary recall.

8.) For Farm Animal Feed Additives, Bayluscid, Baytril 100, Beetle Shield, Catron IV, Check Mite Plus, Clean Up II, Co-Ral, Corathon, Credo, Cydectin, CyLence, Hang-Right, Increxxa, Loncor, Patriot, Permectrin, QuickBayt, Rabon, Ravap, Tempo, Vapona, Victrio and Zelnate products and Packaged Goods NOT Listed in Section 5(b)(1) above: Contact Elanco Customer Service @ 1-800-782-8977 for return authorization. Elanco only accepts returns of outdated products if product is expired and within 180 days after product expiration date. If authorized, credit will be issued at 80% of your current purchase price. At Elanco’s sole and absolute discretion, credit may also be issued for returns of (a) Goods damaged or mis-shipped as outlined in Section 3 above, (b) Goods with apparent product defect or container or label damage/defect, provided the damage/defect is presented to Elanco within 10 calendar days of receipt, or (c) Goods subject to voluntary or involuntary recall.

9.) For the following products purchased between August 3, 2020 and December 31, 2021: Bayluscid, Baytril 100, Beetle Shield, Catron IV, Check Mite Plus, Clean Up II, Co-Ral, Corathon, Credo, Cydectin, CyLence, Hang-Right, Increxxa, Loncor, Patriot, Permectrin, QuickBayt, Rabon, Ravap, Tempo, Vapona, Victrio and Zelnate: Contact Elanco Customer Service @ 1-800-782-8977 for return authorization. Elanco does not accept returns on these products if expired. Although Elanco retains the right to credit your account for returned Goods in its sole and absolute discretion, credit may be issued at 100% of your actual purchase price for returns of (a) Goods subject to voluntary or involuntary recall.

6. Limitation on Use of Goods. Unless you are an authorized distributor under written contract to Elanco or you are otherwise authorized by Elanco under a written agreement executed between you and Elanco, you agree and warrant that you, your employer, if any, employees, agents and representatives shall sell Goods within your veterinary practice(s) to customers under a valid veterinarian-client-patient-relationship (VCPR) as defined by AVMA. You warrant that you shall comply with all laws and regulations relating to the use and sale of these Goods, for example, you will not re-label, repackage or make any other alternation to Goods and packaging regulated by the U.S. EPA or U.S. FDA. Any violation of these Terms shall subject you to immediate termination of your right to purchase Goods and void your qualification for any rebates accrued during the current year where a violation of these Terms has occurred. Further, upon Elanco’s written request, you shall be obligated to cease all sales of Goods and return all inventories of Goods to Elanco immediately. A refund will not be issued for any Goods returned by you due to a violation of this Section.

7. Domestic Use and Sale Only. Unless we otherwise agree in writing and subject to the limitations provided in Section 6, all Goods are sold hereunder for use and/or resales within the United States of America, and may not be exported.

8. Pricing. The purchase price for Goods at the time of your order will be the then-current list price for those Goods, unless you qualify for promotional pricing. To receive any promotional pricing, you must qualify based on any requirements specified in the applicable promotion. We will make all decisions regarding qualification for promotional pricing in our sole discretion. In addition to the price for Goods, you will be responsible for all sales tax, use tax or similar taxes applicable to the sale of Goods. Applicable taxes will be added to the price charged for Goods and included on your invoice unless you have a valid resale or tax exemption certificate on file with Elanco.

9. Invoices and Payments. (a) We will issue written invoices for Goods describing Goods delivered to you, including the pricing and payment terms. Payment of the full invoice amount, in United States currency, is due in accordance with the payment terms on the invoice. Standard payment terms, which apply if not otherwise stated on the invoice, are Net 30 days. Pursuant to UCC § 3-311(c)(1), any communications concerning disputed debts, including an instrument tendered as full satisfaction of a debt, are to be sent to Elanco US Inc., PO Box 735197, Dallas, TX 75373-5197. (b) In order to comply with the Payment Card Industry (PCI) compliance requirements and for your protection against fraud, Elanco will not accept your credit card payment by mail or e-mail. To make a payment by credit card, please visit our online bill pay website at www.AHOnlineBillPay.com or call (800) 633-3796. No discounts will be provided for payment by credit card.

10. Rights on Failure to Make Payment. In addition to any and all other remedies we may have, we may cancel or suspend delivery of Goods to you if you fail to make any payment owed to us (whether pursuant to a transaction under these Terms or otherwise) as and when due. Further, if we determine that your financial position is questionable and/or your financial responsibility becomes unsatisfactory to us in our sole discretion, we may require that you pay in cash for all deliveries or we may require some form of security acceptable to us in our sole discretion. Past due invoices will accrue a monthly late charge of 1.5% of the outstanding principal amount (or the maximum rate allowed by law) or $2.00, whichever is greater. If collection of this account becomes necessary, you agree to pay all costs of collection, including but not limited to reasonable attorneys’ fees and cost of suit incurred. Returned checks are subject to return check fees.

11. Force Majeure. Either you or we may suspend or cancel any scheduled delivery of Goods not already made without liability of any kind to the extent production, delivery or acceptance of delivery is impossible or commercially impracticable by reason of an act of God, act of war or terrorism, riot, fire, explosion, flood, strike, lockout, labor unrest, injunction, intervening illegality or action by a government authority, inability to obtain any fuel, power, raw materials, labor, containers or transportation facilities, accident, breakage of machinery or apparatus, national defense requirements, or other causes beyond the control of the party desiring to suspend or cancel delivery. During any shortage of fuel, power, raw materials, labor, containers, or transportation facilities, we may allocate our supplies of these items or resources as we see fit.

12. Limited Warranties; Claims. We warrant that we will transfer good title to all Goods sold to you and all Goods will confirm to our specifications, if any, and the description of Goods on their packaging. We further warrant that goods sold under these Terms were or will be produced in compliance with all applicable requirements of Sections 6, 7 and 12 of the Fair Labor Standards Act, as amended, and of regulations and orders of the United States Department of Labor issued under Section 14 of the Act. With the exception of the foregoing warranties in this Section 12, THERE ARE NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO MERCHANTIBILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO GOODS. WE ARE NOT AND WILL NOT BE LIABLE FOR ANY INCIDENTIAL OR CONSEQUENTIAL DAMAGES. Our liability for damages in any event is limited to your purchase price for the item of Goods with respect to which damages are claimed. Our standard specifications for quality will govern all Goods unless the parties have otherwise expressly agreed in writing. Any claims on account of weight, quality, loss of or damage to Goods must be made in writing and delivered to us as promptly as possible, but in no event later than 10 days after discovery. Without limiting the disclaimer of warranties and limitation on liability established in these Terms, you expressly assume all risk of patent infringement by reason of your use of Goods in combination with other material or in the operation of any process.

13. Modification of These Terms. We reserve the right to modify these Terms from time to time, provided that these Terms as in effect at the time of our acceptance of your Purchase Order will remain in effect with respect to that Purchase Order, and any future Purchase Orders submitted by you and accepted by us will be governed by our terms of purchase as in effect at that time irrespective of any course of dealing between or expectation of the parties.

14. Acceptance. This document is not an Expression of Acceptance or a Confirmation document as contemplated in UCC § 2-207. Instead, acceptance of any Purchase Order you enter with us is expressly conditioned upon your agreement and acceptance of any additional terms or conflicting term included in these Terms.

15. Miscellaneous. These Terms and the transaction(s) to which they relate will be construed under the laws of the state of Indiana without regard to conflicts of law principles. Jurisdiction and venue for any action or claim arising under these Terms and the related transactions will reside solely with the state and federal courts located within the State of Indiana. You may not assign any of your rights or obligations under these Terms or any Purchase Order without our written consent. These Terms, as in effect with respect to any Purchase Order that has been accepted, may not be modified or amended except by a writing signed by you and us. If any one or more provisions of these Terms is found to be illegal or unenforceable in any respect, the remainder of these Terms shall remain in full force and effect. These Terms constitute the entire agreement between the parties with respect to the subject matter thereof, and supersede all prior agreements (oral and written), negotiations and discussions.

Elanco Terms and Conditions of Sale

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