IDEXX DISTRIBUTOR MASTER TERMS

(Version 1, July 15, 2025)
 

The below terms and conditions govern the appointment of Distributors by IDEXX for the promotion and sale of products within a specified territory.

Unless otherwise agreed in a separate IDEXX Distributor Agreement (“Specific Distributor Agreement”) signed by and between IDEXX (as defined below) and Distributor (as defined below), the appointment by IDEXX of a Distributor for the promotion and sale of Products (as defined below) and the acceptance of such appointment shall be governed by these IDEXX Distributor Master Terms (“Distributor Master Terms”).

 1.  General.

1.1.  Entire Agreement and Precedence

1.1.1.  These Distributor Master Terms, together with the terms, any addenda, schedules, exhibits or attachments incorporated into the Specific Distributor Agreement, and IDEXX General Terms and Conditions of Sale available at https://www.idexx.com/en/about-idexx/terms-of-sale/ (the “IDEXX General Terms and Conditions”) in effect as of the Effective Date of the Distributor Agreement, as applicable to the Territory and as IDEXX may update from time to time (collectively, “Agreement”), are the entire agreement between IDEXX and Distributor with respect to the business relationship between the Distributor and IDEXX, and more specifically the terms under which IDEXX appoints the Distributor for the promotion and sale of Products within the Territory (as defined below), and Distributor’s acceptance of such appointment.

1.1.2.  If there is a conflict or inconsistency between or among a Specific Distributor Agreement, these Distributor Master Terms and the IDEXX General Terms and Conditions, they take precedence in the following order: first, the Specific Distributor Agreement (unless it specifically states otherwise); next, these Distributor Master Terms; and last, the IDEXX General Terms and Conditions.

1.2.  Other Terms and Conditions. Any terms and conditions pre-printed or otherwise attached to any order form, purchase order, quotation, acknowledgment, invoice, click-wrap license, shrink-wrap license or similar documents issued by Distributor which conflict with the Agreement are deemed void and are entirely superseded by the Agreement. Any provision of Distributor's shipping documents (including without limitation any shipping confirmation, waybill, bill of lading, certificate of origin, insurance certificate, packing list, or other document required to clear customs or for Distributor to take delivery of goods) which is in any way inconsistent with or in addition to the provisions of the Agreement, will not become a part of the Agreement unless such document expressly refers to, and states that it is intended to amend the Agreement, and IDEXX signs it.

 2.  Definitions. Capitalised words used but not otherwise defined elsewhere in the Distributor Master Terms will have the meaning set out in this Section. 

2.1.  “Affiliate” means any entity that, from time to time, is directly or indirectly controlling, controlled by or under common control with a Party. Control, as used in this definition, means the power to direct or cause the direction of the management or policies of another entity, whether through the ownership of voting securities, by contract or otherwise. 

2.2.  “Anti-Bribery Requirements” means all applicable laws and regulations relating to anti-bribery and anti-corruption in the Territory, the United States of America, and the United Kingdom, including without limitation the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Government Officials in International Business Transactions, the Bribery Act 2010 of the United Kingdom, other applicable anti-bribery statutes, any legislation replacing the foregoing, and any rules and regulations issued under the foregoing.

2.3.  “Co-exclusive Appointment” means IDEXX will not appoint any other party to promote and sell Products within the Territory but may do so itself.

2.4.  “Confidential Information” means any information in any form (including written or oral) of a business, financial or technical nature that is or should reasonably be known to be confidential, and that is disclosed by the Disclosing Party to the Receiving Party. For clarity, IDEXX’s Confidential Information includes the terms and conditions of the Agreement, any information or data of any Customer who buys any Product, whether obtained by IDEXX through the performance of the Agreement or otherwise and any notes or other documents prepared by or on behalf of the Distributor or others which contain, reflect, or are based upon such information. 

2.5.  "Customer" means an end user who buys Products from Distributor for that user’s professional internal use only.

2.6.  “Delivery Point” means a point of delivery of Products by IDEXX to Distributor as described under the Specific Distributor Agreement.

2.7.  “Disclosing Party” means a Party or its Affiliate that discloses Confidential Information under the Agreement.

2.8.  “Distributor” means the entity identified in the Distributor Details section under the Specific Distributor Agreement. 

2.9.  “Effective Date” means the date the Agreement enters into force as described under the Specific Distributor Agreement.

2.10.  “Exclusive Appointment” means IDEXX will not appoint any other party to promote and sell Products within the Territory, nor will do so itself.

2.11.  “Export Control and Trade Sanctions Rules” means applicable export control and trade sanctions laws, regulations, rules, orders and license, including, without limitation, the U.S. Export Administration Act Regulations (“EAR”), the U.S. International Traffic in Arms Regulation (“ITAR”), the regulations of the Office of Foreign Assets Control (“OFAC”), Council Regulation (EC) No. 428/2008 “Setting up a Community regime for the control of exports, transfer, brokering and transit of dual-use items”, Council Regulation (EU) No 833/2014 “Concerning restrictive measures in view of Russia's actions destabilising the situation in Ukraine”, Council Regulation (EC) No 765/2006 concerning restrictive measures in view of the situation in Belarus and the involvement of Belarus in the Russian aggression against in Ukraine, the U.K. Export Control Act 2002, all as amended. 

2.12.  “Force Majeure Event” means any event or circumstance arising out of or caused by forces beyond a Party’s reasonable control and is not that Party’s fault (including, without limitation, any act of God or nature, war, insurrection, terrorist attack, pandemic or epidemic situation, strike, lockouts, fire, floods or water damage, riots, government acts or orders, inability to obtain materials upon reasonable prices or terms, failure of public utilities, or shortage of transportation). 

2.13.  “IDEXX” means the IDEXX entity identified in the IDEXX Details section under the Specific Distributor Agreement.

2.14.  “Intellectual Property Rights” means intellectual property rights including, but not limited to: (i) rights in, and in relation to, any patents, registered designs, design rights, trademarks, trade and business names (including goodwill associated with any Marks), copyright and related rights, moral rights, databases, domain names, semi-conductor and other topography rights and utility models, and including registrations and applications for, and renewals, reissues or extensions of, such rights, and similar or equivalent rights or forms of protection of a similar nature or having similar or equivalent effect which may subsist anywhere in the world now existing or hereafter arising; (ii) trade secrets, confidentiality and other proprietary rights, including rights to know how and other technical information; and (iii) rights to sue under (i) and (ii), including for passing off and for infringement or misappropriation.

2.15.  “Limited Warranty” means the warranty, which will either be: (i) included in a written warranty statement with the Product; or (ii) set out in the IDEXX General Terms and Conditions at the time of IDEXX’s acceptance of Distributor’s order for Products. It is acknowledged that IDEXX may update the Limited Warranty periodically.

2.16.  “Marks” means a Party’s and its Affiliate’s trademarks, service marks, business names, trade names or services names. 

2.17.  “Non-exclusive Appointment” means IDEXX may appoint others to market and sell Products within the Territory and may also do so itself.

2.18.  “Products” means IDEXX’s products, as set out in the Specific Distributor Agreement, that Distributor may promote and purchase from IDEXX in accordance with the terms and conditions of the Agreement.

2.19.  “Receiving Party” means a Party or its Affiliate that receives Confidential Information under the Agreement. 

2.20.  “Registrations” means all necessary regulatory approvals, licenses or permits, which may be required in order for Distributor to import, and sell, Products in the Territory to the Customers.

2.21.  “Restricted Party” means a person(s) identified on OFAC's Specially Designated Nationals and Blocked Persons List ("SDN List"), any person(s) identified on the Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions ("EU List"), any person(s) designed on the U.S. Commerce Department's Denied Persons List and Entity List, or as a person identified as subject to similar economic sanctions or export controls prohibitions under the governing law, laws of the Territory and/or the laws applicable to the sale of the Products, or parties owned or controlled by any such designated parties.

2.22.  “Sub-Distributor” means any third party or Affiliate of the Distributor that has entered into a written agreement with Distributor for performance of (part of) the services in any part of the Territory subject to and in accordance with the Agreement.

2.23.  “Third- Party Representatives” means Sub-Distributors, sales agents, consultants, commercial agents, logistic agents, customs agents or other third-party representatives that will perform (part of the) services described in the Agreement.

2.24.  “Territory” means a territory as described in the Specific Distributor Agreement where Distributor is authorised to promote and sell Products.

2.25.  “Term” means the term of the Agreement as described in the Specific Distributor Agreement.

 3.  Due Diligence. In connection with IDEXX's appointment of Distributor, Distributor has provided IDEXX (and in some cases IDEXX's third-party due-diligence vendor) with information and/or certifications, including, without limitation, information regarding Distributor’s compliance with Anti-Bribery Requirements and Export Control and Trade Sanctions Rules (“Due Diligence Information”). Distributor represents and warrants to IDEXX that the Due Diligence Information is accurate and complete and contains no inaccuracies, misstatements or omissions that would render any of the representations or warranties of Distributor under the Agreement incomplete or inaccurate in any material respect. Distributor acknowledges that in entering into the Agreement, and in continuing it, IDEXX is relying upon the accuracy and completeness of the Due Diligence Information.

 4.  Distributor’s Obligations. In consideration of IDEXX appointing Distributor as its distributor partner and subject to the terms and conditions of the Agreement, Distributor shall: 

4.1.  Use reasonable endeavours to promote and sell the Products in the Territory and to expand the sale of the Products by all reasonable and proper means. 

4.2.  Employ enough suitably qualified personnel, at Distributor’s cost, to ensure proper fulfilment of Distributor's obligations under the Agreement. 

4.3.  Keep all stocks of the Products that it holds in conditions appropriate for their storage, and provide appropriate security for the Products, all at its own cost. Distributor is responsible for the destruction of outdated inventory at Distributor's cost.

4.4.  Keep available sufficient stock of Products to satisfy the requirements of the Customers and the Agreement. 

4.5.  Submit written reports at regular intervals to IDEXX showing details of stock levels and movements, sales on a Product-by-Product basis (including, for any instrument Products, the serial number and the date and location of installation), outstanding Customer orders, and any other information relating to the performance of its obligations under the Agreement that IDEXX may reasonably require from time to time.

4.6.  Immediately inform IDEXX of any adverse event, quality claim or failure with respect to a Product or any malfunction, deterioration, inadequate design or manufacture, inaccuracy in labelling, instructions for use and/or promotional materials, or significant health concern. 

4.7.  Not repair, modify, alter, replace, reverse engineer or otherwise modify Products or use Products for any purpose other than as set out in the Agreement.

4.8.  Not enter into any obligation to supply a Customer with Products beyond the expiration of the then-current term of the Agreement without IDEXX's prior written consent.

 5.  IDEXX’s Obligations. IDEXX shall: 

5.1.  Provide Distributor, without charge, with such marketing and technical assistance and Product samples as IDEXX considers necessary to assist with the marketing of Products.

5.2.  As IDEXX considers necessary, provide training, without charge, to Distributor's qualified personnel in the marketing, sale, installation, maintenance and support of Products, as well as provide required assistance to Distributor's support personnel.

5.3.  Supply Distributor with available documentation and information reasonably necessary to enable Distributor to obtain any required Registrations.

 6.  Orders, Shipment and Inspection. 

6.1.  Orders. Subject to the terms and conditions of the Agreement, Distributor shall order and purchase Products from IDEXX by submitting a written purchase order in a form agreed by IDEXX (“Order”). All Orders are subject to acceptance by IDEXX in writing.  

6.2.  Shipment. Products are packed and shipped in accordance with IDEXX's standard practices for the applicable Products. If not agreed otherwise, IDEXX will select and arrange a carrier at Distributor's risk and expense, as well as obtain insurance as per the carrier standard terms. 

6.3.  Transportation fees. Unless agreed otherwise between Distributor and IDEXX, Distributor is responsible for paying (or reimbursing IDEXX, as the case may be): (i) all freight charges; (ii) shipping and handling fees, (iii) all duties, clearance charges, taxes, and other amounts payable in connection with the purchase, export, import, delivery, use, or sale of Products; (iv) all insurance requested by Distributor on Products during transit (above any paid by IDEXX if applicable under the specified Incoterm), and (v) all charges after arrival at destination.

6.4.  Inspection. Distributor must inspect Products promptly upon receipt and agrees, within ten (10) days after receipt at the Delivery Point, to notify IDEXX of any claims for shortages, discrepancies or defects. Distributor shall hold the Products under their indicated storage conditions pending IDEXX’s written instructions. All sales are otherwise final. 

 7.  Prices and Payment. 

7.1.  Prices. The prices for Products sold under the Agreement are as stated in IDEXX's price list in effect on the date of IDEXX’s acceptance of an Order, as notified to Distributor from time to time, subject to any applicable discounts as may be agreed between the Parties. IDEXX may adjust its list prices at any time, provided that IDEXX shall give Distributor 30 (thirty) days' written notice of any price changes for the Products. No price change shall affect Orders accepted by IDEXX before the date such price change takes effect. All prices are exclusive of value added, sales and any other similar taxes imposed by any governmental authority. 

7.2.  Payment. Distributor shall pay all invoiced amounts due to IDEXX in the currency and within the payment terms set out in the Specific Distributor Agreement, without any deduction or withholding by wire transfer to such bank account as IDEXX may designate. Overdue payments are subject to finance charges of 1.5% per month or the maximum interest rate allowed by governing law, whichever is less. IDEXX reserves the right to place future deliveries on hold, if Distributor fails to timely pay amounts invoiced and such failure continues for 10 (ten) days after Distributor's receipt of notice of nonpayment. IDEXX reserves the right to change the payment period in its reasonable business discretion based upon the payment history of Distributor and the current or forecasted financial condition of Distributor. 

 8.  Forecasts. At least 30 (thirty) days in advance of each calendar quarter, Distributor shall provide IDEXX with a rolling forecast of the quantities of each type of Product it expects to buy from IDEXX for the next two quarters. 

 9.  Product Registrations. 

9.1.  Registrations. If the laws of the Territory and/or the laws applicable to the sale of the Product to Customers so permit, Distributor shall obtain and maintain Registrations for and in the sole name of IDEXX or its designated third party at IDEXX’s expense. If the laws of the Territory and/or the laws applicable to the sale of the Product to Customers do not: (i) allow IDEXX or its designated third party to be the sole owner of any Registrations, Distributor agrees to obtain and maintain such Registrations in the name of both IDEXX (or its designee) and Distributor, and the Parties shall equally share the expense of such Registrations; or (ii) allow Registrations to be in the name of both IDEXX and Distributor, Distributor shall, at Distributor 's expense, obtain and maintain such Registrations in the name of Distributor. Distributor agrees to provide IDEXX with copies of all documents relating to the Registrations, and to notify IDEXX promptly in writing regarding any changes or pending changes to Registrations of which it becomes aware. 

9.2.  Transfer of Registrations. Upon request of IDEXX at any time during the Term (but in any event upon the expiration or termination of the Agreement) and at IDEXX's expense, Distributor agrees to, on a time of the essence basis and exercising best efforts , transfer to IDEXX (or IDEXX’s designee) all issued and effective or pending Registrations that are in Distributor's name, or that are in the name of Distributor and IDEXX or IDEXX's designated third party. For the avoidance of doubt, Distributor’s failure to fulfil all its obligations in this Section 9.2 shall constitute a material breach of the Agreement. Distributor shall cooperate with IDEXX or its designee obtaining any new and/or maintaining any existing Registrations.

 10.  Intellectual Property Rights. 

10.1.  IDEXX’s Intellectual Property Rights. All Intellectual Property Rights in IDEXX’s Marks and Products, and the content contained therein: (i) will remain the sole property of IDEXX, its Affiliates or its licensors; and (ii) are hereby reserved by and for IDEXX, its Affiliates or its licensors, unless specifically granted to Distributor in the Agreement.

10.2.  Distributor’s Intellectual Property Rights. Subject to the foregoing, as between IDEXX and Distributor, all Intellectual Property Rights in the Distributor’s Marks will remain Distributor’s sole property.

10.3.  Use of IDEXX’s Marks. During the Term Distributor may market Products under the IDEXX’s Marks in accordance with the following terms: (i) IDEXX grants to Distributor a non-exclusive, non-transferrable, non-sub licensable right to use the IDEXX’s Marks in the promotion and sale of Products in the Territory. For clarity, Distributor may market and sell Products only under the IDEXX’s Marks and not in association with any other trademark, brand or trade name; (ii) all representations of the IDEXX’s Marks that Distributor intends to use for the promotion and sale of Products will be submitted to IDEXX for written approval before use; (iii) Distributor will comply with all rules for the use of the IDEXX’s Marks issued by IDEXX and its Affiliates and will not, without the prior written consent of IDEXX, alter or make any addition to Products displaying IDEXX’s Marks or alter or remove any reference to the IDEXX’s Marks displayed on/with Products; (iv) Distributor will not: (a) do, or omit to do, anything in its use of the IDEXX’s Marks that could adversely affect their validity or reputation, (b) use the IDEXX’s Marks in a manner that is likely to cause damage to the goodwill attached to the IDEXX’s Marks, and/or (c) obtain or try to obtain or register for itself or any other party anywhere in the world any trademarks or trade names the same as or similar to the IDEXX’s Marks; and (v) upon termination of the Agreement for any reason, Distributor will immediately stop using all or any part of the IDEXX’s Marks. In no event may Distributor establish or use any website or email address that incorporates the phrase "IDEXX" (or any other IDEXX’s Mark) in its domain name, web address, or email address.

10.4.  Translations. Distributor hereby irrevocably assigns to IDEXX and its Affiliates all Intellectual Property Rights, including copyrights, in any translations or derivative works made by or on behalf of Distributor of any of IDEXX's marketing materials, user manuals or other documentation. IDEXX and its Affiliates in turn grant Distributor a revocable, non-exclusive, non-transferable and non-sublicensable license to use the translations in the Territory during the Term solely on or in connection with the promotion and sale of Products under the Agreement. Distributor shall provide IDEXX with advance copies of any Distributor translations of IDEXX’s materials for approval before publication in the field. 

 11.  IDEXX Limited Warranty. 

11.1.  Limited Product Warranty. Distributor does not and will not make any warranty, representation or guaranty with respect to Products that is in addition to the Limited Warranty and not consistent with IDEXX's documentation accompanying the Products or IDEXX's literature describing the Products.

11.2.  Non-Conformity. With respect to any Products that do not conform to the Limited Warranty during the applicable warranty period, IDEXX's liability is discharged as provided in the Limited Warranty. Distributor or Customer is responsible for all costs and risk of loss associated with the delivery of Products that do not conform to the Limited Warranty to IDEXX or IDEXX's designated agent for warranty repair or replacement; IDEXX is responsible for all costs and risk of loss associated with the delivery of repaired or replaced Products to the Delivery Point as described in the Specific Distributor Agreement; and Distributor is responsible for all costs and risk of loss associated with the delivery and return of the repaired or replaced Products to Customer. 

 12.  Limitation of Liability. 

12.1.  Limitation of Liability. IDEXX’s entire liability in a calendar year from damages arising out of or in connection with the Agreement will not exceed the total amount actually paid or payable to IDEXX by Distributor under the Agreement during the twelve (12) month period immediately preceding the act or omission giving rise to the liability. Nothing in the Agreement limits any liability which cannot legally be limited, including liability for: (i) fraud or fraudulent misrepresentation; (ii) death or personal injury caused by negligence; (iii) a Party’s obligations under Section 13 (Indemnification) or (iv) a Party’s obligations under Section 16 (Confidentiality). 

12.2.  Exclusion of damages. Neither Party (nor its Affiliates) will be liable to the other or any other person or entity for any indirect, special, incidental, consequential, exemplary, punitive or multiple damages, or costs of procurement of substitute goods or services, arising out of or related to the Agreement, including without limitation damages for lost data, equipment, revenue, profits, use or goodwill, however caused and arising under any theory of liability, including but not limited to warranty, contract or tort, and whether or not a party was advised or was or should have been aware of the possibility of such damage.

12.3.  Product deterioration. Under no circumstances is IDEXX liable to Distributor or any other person for damages due to Product deterioration during periods of storage or due to negligence, failure to follow Product label guidance or other Distributor written specifications or instructions, or other improper handling by Distributor, its Third-Party Representatives, or Customers. 

 13.  Indemnification.

13.1.  Indemnification by IDEXX. Subject to Distributor fulfilling all the conditions of Section 13.4 below IDEXX agrees to indemnify, hold harmless, and defend the Distributor against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, together with court fees, reasonable fees and disbursements of counsel, expenses associated with document production and testimony, and the costs of enforcing any right to indemnification or pursuing insurance providers (collectively “Losses”) arising out of any claim by a third party in connection with: (i) any bodily injury, death or damage to tangible property caused by any fault or defect in the materials or workmanship of the Products that arise or result from breach or non-fulfilment by IDEXX of any representation, warranty or covenant in the Agreement, not attributable to the Distributor; (ii) Products infringing or violating any third-party’s Intellectual Property Rights.

13.2.  Indemnification by Distributor. Subject to IDEXX fulfilling all the conditions of Section 13.4 below, Distributor agrees to indemnify, hold harmless, and defend IDEXX and its subsidiaries, parents, Affiliates, officers, directors, employees, agents, successors and permitted assigns against Losses arising out of any claim by a third party or Third-Party Representatives in connection with: (i) any breach or non-fulfilment by Distributor of any obligation, representation, warranty or covenant in the Agreement, not materially attributable to IDEXX; (ii) Product claims, representations or warranties made by Distributor, where such Product claims, representations or warranties were not provided by or approved in writing by IDEXX; (iii) infringement or violation of any third-party’s Intellectual Property Rights relating to promotion and sale of Products within the Territory not performed in accordance with the terms of the Agreement; (iv) the conduct of Distributor’s business. Distributor shall indemnify and hold IDEXX and its subsidiaries, parents, Affiliates, officers, directors, employees, agents, successors and permitted assigns harmless from all Losses arising out of any act or omission by a Third-Party Representative. 

13.3.  Exceptions. Notwithstanding anything to the contrary in the Agreement, the indemnifying Party is not obligated to indemnify, defend or hold harmless the indemnified Party against any claim (whether direct or indirect) to the extent that such claim or corresponding Losses result from: (i) the indemnified Party’s negligence or wilful misconduct; or (ii) the indemnified Party’s failure to materially comply with any of its obligations set forth in the Agreement; or (iii) use of Products in any manner that does not materially conform with the usage instructions, guidelines or specifications provided by IDEXX; and the indemnifying Party’s Losses shall be apportioned equitably between the indemnifying Party and the indemnified Party based on the final determination of the indemnified Party's comparative fault.

13.4.  Third party claim procedure. The indemnified Party will promptly notify the indemnifying Party in writing of any third-party claim for which it seeks indemnification under the Agreement, except that any delay in providing such notice will not relieve the indemnifying Party of its obligations to the extent the indemnifying Party is not materially prejudiced by such delay. The indemnifying Party shall have sole control and authority with respect to the defence or settlement of any claim as described in this Section; provided, however, that the indemnifying Party shall not enter into any settlement that obligates the indemnified Party to take any action or incur any expense or that otherwise prejudices the indemnified Party without its prior written consent, and provided further, that the indemnified Party shall have the right to be represented separately by counsel of its own choosing, at its own expense, in connection with any such claim. The indemnified Party shall cooperate with the indemnifying Party, at the indemnified Party’s expense, in a reasonable way to facilitate settlement or defence.

 14.  Insurance.

14.1.  Liability Insurance. During the Term and for 3 (three) years thereafter Distributor shall maintain commercial general liability ("CGL") insurance, with a coverage limit of not less than USD 1 million (or Territory currency equivalent) per occurrence, and if Distributor's CGL insurance does not include coverage for Products and completed operations, Distributor shall also maintain Product liability insurance with a coverage limit of not less than USD 1 million (or Territory currency equivalent). IDEXX shall be named as an additional insured under such insurance policies with respect to third party claims or actions brought directly against IDEXX or against IDEXX and Distributor as co-defendants. 

14.2.  Cancellation or Non-renewal. Distributor shall provide IDEXX with at least 30 days' prior notice of cancellation, non-renewal or material change of any such Distributor’s insurance policies and prompt written notice of the occurrence of any event that is reasonably likely to result in a claim being made under any such insurance policy, and in any event within 10 days after occurrence of the event. In the event of cancellation or termination of such insurance policy, Distributor shall purchase a replacement policy containing the same terms and conditions as such cancelled or non- renewed policy.

14.3.  Insurance Certificates. On the written request of IDEXX, Distributor shall provide IDEXX with copies of the insurance certificates as required under this Section.

 15.  Product Recalls. 

15.1.  Corrective Action. If IDEXX deems it necessary to take any corrective action (including without limitation notifications or recalls) with respect to any Products sold to Distributor, unless otherwise directed by IDEXX, Distributor shall be the point of contact for Customers, and shall provide IDEXX with appropriate, up-to-date and accurate records of Customers that received the affected Products as specified by IDEXX. Distributor shall implement such action within the Territory as directed by IDEXX.

15.2.  Costs. The Party whose actions or inaction (including without limitation actions or inaction of such party's component subcontractors or Third-Party Representatives) created the circumstances necessitating the recall shall reimburse the other Party all reasonable costs and expenses associated with any such recall: (i) costs of replacement Product, (ii) charges incurred to notify Customers and for returning the Products back to IDEXX or destroying them, as IDEXX may elect; and (iii) reasonable direct labor costs to receive and handle returned Products and to return Products to Customers. 

 16.  Confidentiality.

16.1.  No Disclosure. No Confidential Information disclosed by either Party to the other in connection with the Agreement shall be disclosed to any person or entity other than the Receiving Party's employees and agents directly involved with the Receiving Party's use of such information who are bound by written agreements to protect the confidentiality of such information. Receiving Party may use such information only for the purposes contemplated by the Agreement, and the Receiving Party must otherwise protect such information from disclosure to others with the same degree of care it accords to its own Confidential Information, but not less than a reasonable degree of care.

16.2.  Exceptions. Information is not subject to this provision if it (i) is or becomes a matter of public knowledge without the fault of the Receiving Party, (ii) was known to the Receiving Party before the disclosure to it by the Disclosing Party, as evidenced by written records of the Receiving Party, or (iii) was received by the Receiving Party from a third person under circumstances permitting its unrestricted disclosure by the Receiving Party. If Receiving Party is required by law or by order or request of a court or administrative body to disclose any of the Disclosing Party's Confidential Information, the Receiving Party agrees to give the Disclosing Party prompt written notice of such requirement, order or request (and in any case within five days after the Receiving Party 's receipt thereof) before disclosing such Confidential Information, so that the Disclosing Party may seek a protective order or other appropriate relief.

16.3.  Customer Information. IDEXX may use any information or data of any Customer who buys any Product, whether obtained by IDEXX through the performance of the Agreement or otherwise, for any purpose. Notwithstanding anything under the Agreement, if any Customer information and data obtained by IDEXX while performing the Agreement is provided to the Distributor, the Distributor shall only use such Confidential Information solely for the purpose of discharging its obligations under the Agreement and as required by law, and shall destroy or return to IDEXX (at IDEXX’s option) such Confidential Information in accordance with the instructions of IDEXX at any time or upon the expiry or termination of the Agreement.

16.4.  Deletion or Return of Confidential Information. Upon request at any time and upon expiration or termination of the Agreement, the Receiving Party shall (at Disclosing Party’s option): (i) promptly return, delete, destroy or cease to use the Disclosing Party’s Confidential Information, including all copies of such Confidential Information in any form, format or media, that the Receiving Party may have it its possession or control, provided that the Receiving Party or its Representatives may retain one copy of such information as is required by law or regulation or for the purpose of documenting its compliance with its obligations under the Agreement and (ii) certify to the Disclosing Party that it has destroyed or returned (as applicable) all such Disclosing Party’s Confidential Information. 

 17.  Product Laws and Regulations. Distributor warrants to IDEXX that it has informed IDEXX of all material laws and regulations that are in force within the Territory and relate to packaging, labelling, promotion, distribution and sale of Products (the “Local Product Regulations”). IDEXX in turn warrants to Distributor that Products comply with the Local Product Regulations of which Distributor has informed IDEXX. Distributor shall give IDEXX as much notice as possible of any prospective or actual changes in Local Product Regulations and IDEXX shall use reasonable commercial efforts to ensure that Products comply with such changes in the Local Product Regulations. 

 18.  Third- Party Representatives and Sub-Distributors. 

18.1.  Third-Party Representatives. Distributor shall not use Third- Party Representatives, including, but not limited to, obtaining Product Registrations under Section 9, without IDEXX’s prior written consent. Distributor will request IDEXX a written consent to appoint any (new) Third-Party Representative and inform IDEXX if there are any changes to the data of the previously approved Third-Party Representatives. Distributor shall not permit its Third-Party Representatives (approved by IDEXX) to appoint their own sub-distributors, sales agents or other third-party representatives without IDEXX’s prior written consent and which consent may be subject to further conditions on Distributor and its Third-Party Representatives, including without limitation that the Third-Party Representatives shall enter into appropriate written agreements with their own approved sub-distributors, sales agents or other third-party representatives.

18.2.  Sub-Distributors. List of Sub-Distributors on the Effective Date is attached to the Specific Distributor Agreement. Distributor will request IDEXX a written consent to appoint any (new) Sub-Distributor and inform IDEXX if there are any changes to the data of the previously approved Sub-Distributors. Distributor shall enter into a written agreement with each Sub-Distributor, which: (i) shall be consistent with the terms of the Agreement; (ii) shall provide for termination or expiration of the agreement simultaneously with the Agreement, and (iii) shall provide for rights and obligations that are in conformity with Distributor’s rights and obligations as described in the Agreement. Distributor shall be responsible for enforcing the terms of each agreement with a Sub-Distributor. Upon IDEXX’s request, Distributor shall provide IDEXX with a copy of the existing contractual relationship between the Distributor and the Sub-Distributor.

 19.  Compliance with Laws. 

19.1.  General. Each Party shall at its own expense comply with all laws and regulations relating to its activities under the Agreement. Distributor shall obtain, maintain in force at all times, and comply with, all licenses, registrations, permits, and government approvals necessary to permit Distributor's performance under the Agreement.

19.2.  Ethics. Distributor shall not engage in any illegal, unfair or deceptive trade practices, or unethical business practices whatsoever, with respect to the sale of Products. 

 20.  Anti-Bribery Compliance.

20.1.  General. Distributor shall comply, and shall ensure that its Third-Party Representatives comply, with: (i) Anti-Bribery Requirements; (ii) the IDEXX Code of Ethics (www.idexx.com/files/code-of-ethics.pdf), as IDEXX may update it from time to time, and (iii) the IDEXX Anti-Bribery and Corruption Policy (https://www.idexx.com/en/about-idexx/global-anti-bribery-and-corruption-policy) as IDEXX may update it from time to time. It is the intent of the Parties that no payments or transfers of value shall be made which have the purpose or effect of public or private bribery, or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business. 

20.2.  Government Official Disclosures. As of the Effective Date and throughout the Term, Distributor shall disclose to IDEXX, any official or any government or agency thereof, or any public international organisation, or any state-owned or state-controlled company or other organisation, in the Territory or elsewhere, including any person who qualifies as a “Foreign Official” under the FCPA (“Government Official”) affiliated with Distributor (as a director, officer, employee, agent or otherwise), or hold any direct or indirect ownership interest in or control over Distributor or the contractual relationship established by the Agreement.

20.3.  Government Interactions. Distributor and its Third-Party Representatives shall keep and maintain records of interactions it has with Government Officials on IDEXX’s behalf. No payments may be made to or for the benefit of Government Officials on IDEXX’s behalf without IDEXX’s advance written approval.

20.4.  Conflict of Interest. Distributor represents and warrants that as of the Effective Date none of its directors, officers, employees, or persons with direct or indirect ownership interest in or control over Distributor, have a personal or business relationship with employees, directors or other persons of influence at IDEXX that can give rise to competing interests with IDEXX and serving any of those interests could damage or harm their ability to make an objective, unbiased business decision.

20.5.  Payments. Distributor agrees that any payments by IDEXX to Distributor under the Agreement shall be made (i) by check or wire transfer only, directly to Distributor or to a bank account in Distributor's name, and that no payments shall be made in cash or bearer instruments, or directly or indirectly through any intermediary, and (ii) only in the United States, the Territory, or in the country in which Distributor's principal executive office is located. 

 21.  Export Compliance. 

21.1.  General. Distributor shall comply with Export Control and Trade Sanctions Rules. Distributor shall not, unless authorized by applicable law, regulation, rule, order or license, sell, export, re-export, or transfer the Products to or for end-use (i) in any destination or by a party which is prohibited as a result of such destination being subject to Export Control and Trade Sanctions Rules and/or the party identified as a Restricted Party; (ii) in the design, development or production of nuclear, chemical or biological weapons or missile delivery systems and/or (iii) to the Russian Federation and/or the Republic of Belarus or for use in the Russian Federation and/or the Republic of Belarus, to the extent such products are goods or technology subject to, respectively, Article 12g of Council Regulation (EU) No 833/2014 “Concerning restrictive measures in view of Russia's actions destabilising the situation in Ukraine”, as amended (the “Russia Regulation”) or Article 8g of Council Regulation (EC) No 765/2006 concerning restrictive measures in view of the situation in Belarus and the involvement of Belarus in the Russian aggression against Ukraine, as amended (the “Belarus Regulation”). Distributor further agrees to inform the Customers in the Territory of this requirement and that it will maintain adequate compliance measures to detect whether the Customers are in compliance with this requirement. In addition, Distributor agrees that it will immediately inform IDEXX upon the Distributor becoming aware of any suspected non-compliance with these requirements by the Customers. 

21.2.  Restricted Party. Distributor represents and warrants that neither it, nor its affiliates, Third-Party Representatives, or other persons in its control, is a Restricted Party. 

21.3.  Anti-Boycott. Distributor shall, where applicable to its activities involving the Products, comply with the anti-boycott provisions of the EAR that prohibit cooperation with or participation in boycotts that are not sanctioned by the U.S. government.

 22.  Notice of Noncompliance. Distributor shall immediately notify IDEXX in writing (with a copy to compliance@idexx.com) if it becomes aware of any violation of the provisions of the Sections 19-21 (Compliance with Laws, Anto-Bribery Compliance, Export Compliance), such notice to include the entire basis of Distributor’s knowledge or suspicion.

 23.  IDEXX's Right of Investigation. If IDEXX has a reasonable basis to believe that Distributor has taken or failed to take any action that may subject IDEXX to liability under governmental laws and regulations addressed in the Sections 19-21 (Compliance with Laws, Anti-Bribery Compliance, Export Compliance), Distributor agrees that IDEXX shall have the right, upon written notice to Distributor, to conduct an investigation and audit, directly or through the appointment of a third party, of Distributor to determine to IDEXX's reasonable satisfaction whether any actions or failures to act by Distributor may subject IDEXX to such liability. Distributor agrees to cooperate fully with such investigation, the scope, method, nature, and duration of which shall be at IDEXX's sole reasonable discretion.

 24.  Accurate Books and Right to Audit. Distributor shall maintain, during the Term and for least 5 (five) years thereafter, consistently-applied, accurate, detailed and complete books and records (including without limitation all records of services performed, expenses incurred, orders, customer invoices, reimbursement requests submitted by Distributor to IDEXX, and payments made to or benefits conferred on third parties by Distributor), to document Distributor's activities under the Agreement, including without limitation its compliance with the governmental laws and regulations addressed in the Sections 19-21 (Compliance with Laws, Anti-Bribery Compliance, Export Compliance). At any time during the Term and for and for least 5 (five) years thereafter, upon at least five business days' written notice from IDEXX, Distributor shall make available to IDEXX, or a third party designated by IDEXX, all such books and records, and if requested by IDEXX, shall make available for interviews all persons within Distributor's control who performed services or incurred expenses in connection with the Agreement or who are otherwise knowledgeable about such services or expenses, as well as allow to visit Distributor's facilities and those of its Third-Party Representatives. IDEXX shall not unreasonably interfere with Distributor's normal course of business during audits. Distributor agrees to cooperate fully with such investigation, the scope, method, nature, and duration of which shall be at IDEXX's sole reasonable discretion. 

 25.  Sales Outside the Territory. 

25.1.  Active Sales. To the maximum extent permitted by law, Distributor shall not, without IDEXX’s prior written consent, actively sell Products, establish or maintain branches, sales offices or distribution depots, set up subsidiaries or maintain deposits for the purpose of the sales of Products: (i) if the Territory is within the European Economic Area, the United Kingdom or Switzerland, in territories or to customers or customer groups that IDEXX has reserved for itself and/or allocated to one or more distributors,; (ii) if the Territory is outside the European Economic Area, the United Kingdom or Switzerland, outside the Territory,.

25.2.  Passive Sales. Nothing in this Section shall restrict the ability of the Distributor to make passive sales (responding to unsolicited requests from individual customers) to Customers and to other authorised distributors outside of the Territory from time to time, provided that Distributor gives prior notice to IDEXX.

 26.  Termination. The Agreement may be terminated before the expiration date of the Term on provision of written notice in accordance with Section 30 (Notices): 

26.1.  by IDEXX: 

26.1.1.  if Distributor fails to pay to IDEXX any amount under the Agreement when due and such failure continues for 10 (ten) working days after a notice of nonpayment was sent to the Distributor; or

26.1.2.  on 30 (thirty) day’s written notice, if the Distributor fails to reach the Minimum Purchase Amount set out in the Distributor Specific Terms in any quarter during the Term; or

26.1.3.  immediately, if Distributor breaches Sections 3 (Due Diligence), 4.7 (Distributor’s Obligations: usage of Products), 16 (Confidentiality), 19.2. (Ethics), 20 (Anti-Bribery Compliance), 21 (Export Compliance) or 31 (No Assignment); or

26.1.4.  if IDEXX believes in good faith (with or without investigation) that Distributor has acted in any way that may subject IDEXX to liability under the laws and regulations addressed in the Sections 19-21 (Compliance with Laws, Anto-Bribery Compliance, Export Compliance), IDEXX shall have the right, exercisable immediately upon written notice to Distributor, (i) to withhold further delivery of Products until such time as it has received confirmation to its reasonable satisfaction that no breach has occurred or will occur, and/or (ii) to terminate the Agreement. IDEXX shall not be liable to Distributor for any claims, losses, or damages whatsoever related to its decision to withhold delivery of Products under this Section 26.1.4.

26.2.  by either Party:

26.2.1.  if the other Party breaches any provision of the Agreement and either the breach cannot be cured or, if the breach can be cured, it is not cured by the breaching Party within 30 (thirty) days after the breaching Party's receipt of notice of such breach; or

26.2.2.  as provided in Section 32 (Force Majeure); or

26.2.3.  if the other Party ceases to do business, or otherwise terminates its business operations without a successor, or if there is a material change in control of the other; or

26.2.4.  if the other Party shall seek protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other. 

 27.  Effects of Termination. 

27.1.  Effects. The expiration or termination of the Agreement for any reason does not relieve either Party from any obligations under the Agreement, including without limitation obligations relating to any breach hereof, arising prior to such expiration or termination or that otherwise survive such expiration or termination. Upon expiration or termination of the Agreement for any reason: (i) Receiving Party will promptly return to Disclosing Party any Confidential Information in its possession or control and any documents, notes and tangible materials (and any copies) containing, reflecting, incorporating or based upon Disclosing Party’s Confidential Information or deleting all Confidential Information, including copies as agreed by the Disclosing Party; (ii) Distributor will make to IDEXX all payments which are due up to the effective date of termination or expiration.

27.2.  Order Level Post Expiration/Termination. IDEXX will monitor Distributor's orders for Products, and Distributor agrees that IDEXX may in its sole discretion limit fulfilment of or refuse to take Distributor's orders to minimize excess Product inventory with Distributor after the effective date of expiration or termination of the Agreement.

27.3.  IDEXX Buy-Back Right. Upon the expiration or termination of the Agreement, IDEXX has the right to elect to repurchase Distributor's inventory of Products and/or to permit Distributor to sell off all or a portion of such inventory. IDEXX may, in its absolute discretion, elect either: (i) to permit Distributor to sell off its remaining inventory of Products (provided that Distributor shall comply with all terms and conditions of the Agreement and shall resell Products only in an orderly, commercially reasonable manner); or (ii) to repurchase Distributor’s inventory of Products which are saleable and in the original packaging, subject to IDEXX’s inspection, testing, and acceptance, also by appointing a third party representative. Because IDEXX cannot determine whether Distributor has properly stored and handled perishable Products that require refrigerated storage and handling, IDEXX may also, in its absolute discretion, elect to repurchase only Distributor's inventory of non-perishable Products and to permit Distributor to sell off only its inventory of perishable Products. Any repurchase of Distributor's inventory of Products shall be at the price stated in IDEXX's then-current Product price list. IDEXX may apply a handling charge. Distributor shall ship repurchased inventory freight prepaid, in accordance with IDEXX's instructions. IDEXX shall pay Distributor for such repurchased Products within 60 (sixty) days after receipt at IDEXX's specified facility.

27.4.  Customer Assistance. Upon the expiration or termination of the Agreement, Distributor shall cooperate with IDEXX in completing all outstanding obligations to Customers and to provide IDEXX with any Customer information IDEXX may require in order to continue providing customer service and support.

27.5.  No additional compensation. Parties agree that the margins and amounts made available to Distributor under the Agreement constitute Distributor’s entire compensation for the distribution of the Products, the creation of any goodwill for the Products and/or IDEXX, including compensation for loss of profits. Notwithstanding any provision of this Agreement to the contrary, to the maximum extent permitted by law, upon the expiration or termination of this Agreement, Distributor hereby waives and releases Seller and its affiliates, and any person who subsequently acts as a distributor for Seller, from any possible claims arising in connection with the expiration or termination of this Agreement to compensate Distributor or its Third-Party Representatives or their respective employees for damages, losses or costs of any kind, including without limitation for lost investments, prospective sales, or goodwill.

 28.  Suspension. IDEXX may, at any time, on provision of written notice in accordance with Section 30 (Notices): partially or completely suspend supply of Products to Distributor:

28.1.  If Distributor fails to cooperate providing Due Diligence Information as described in Section 3 (Due Diligence) and such failure continues for 10 (ten) working days after a notice was sent to the Distributor; or

28.2.  If Distributor does not consent or object the Material Provisions of the Distributor Master Terms within the Change Notice Period as described in in Section 34.1 (Material Updates); or

28.3.  During an investigation and audit as described in Section 23 (IDEXX's Right of Investigation); or

28.4.  if Distributor fails to pay to IDEXX any amount under the Agreement when due and such failure continues for 10 (ten) working days after a notice of nonpayment was sent to the Distributor; or

28.5.  if required by applicable law or any governmental authority. 

 IDEXX shall restore supply of Products following resolution of the condition that gave rise to the suspension.

 29.  Survival. Notwithstanding any provision in the Agreement to the contrary, Section “Resolution of Disputes” of the Specific Distributor Agreement, Sections 4.6 (Inform IDEXX of any adverse event), 4.7 (Distributor’s Obligations: usage of Products), 7 (Prices and Payment), 8 (Product Registrations), 24 (Accurate Books and Right to Audit), 10 (Intellectual Property Rights), 11 (IDEXX Limited Warranty), 13 (Indemnification), 14 (Insurance), 16 (Confidentiality), 17 (Third-Party Representatives), 20 (Anti-Bribery Compliance), 21 (Export Compliance), 27 (Consequences of Termination), 30 (Notices), 31 (No Assignment), shall survive the termination or expiration of the Agreement, along with any other provision of the Agreement which, in order to give proper effect to its intent, should survive the expiration or termination of the Agreement.

 30.  Notices. All notices and other communications given or made pursuant to the Agreement shall be in writing and shall be deemed effectively given 2 (two) business days after deposit with a nationally recognized courier, freight prepaid, specifying most expedited delivery, with written verification of receipt. All communications shall be sent to the respective Parties at the addresses set forth in the Specific Distributor Agreement (or to such other address that may be designated by the receiving Party from time to time).

 31.  No Assignment. Distributor may not assign the Agreement or any of its rights or obligations under the Agreement without IDEXX's prior written consent, which IDEXX may give or withhold in its sole discretion. Any attempted assignment of rights under the Agreement that is not in compliance with this Section 31 shall be void and of no force or effect; and the assignee shall acquire no rights whatsoever and IDEXX shall not be required to recognize the assignment. For clarity, any change in ownership of Distributor, as a result of which those persons or entities that directly or indirectly control Distributor no longer control Distributor, constitutes an assignment by Distributor of the Agreement. “Assignment” and “assign” include any sale, transfer, assignment or delegation of your rights or obligations under this Agreement or any assets required for you to fully perform under this Agreement, and any change in ownership of the practice(s) listed on the first page (at the top) of this Agreement such that the person(s) or entity(ies) that control such practice(s) as of the Start Date no longer control such practice(s). “Control” means: (a) the possession, directly or indirectly, of the power to direct the management of the practice(s); or (b) the ownership, directly or indirectly, of at least fifty percent (50%) of the securities or other ownership interest of the practice(s).

 32.  Force Majeure. If either Party (a "non-performing Party") is prevented from performing, or is unable to perform, any of its obligations under the Agreement due to a Force Majeure Event, and the non-performing Party uses reasonable efforts to avoid such occurrence and minimize its duration and gives prompt written notice to the other Party, then the non-performing Party’s performance, other than obligations to make payments under the Agreement, is excused and the time for performance extended for the period of delay or inability to perform due to such event. If such Force Majeure Event causes material deficiencies in any Products and continue for more than sixty (60) days, either Party may terminate such affected Products or the Agreement upon written notice to the other Party. 

 33.  Amendment. No amendment to the Distributor Master Terms is effective unless it is in writing, identified as an amendment to the Distributor Master Terms and signed by an authorized representative of each Party. All amendments to the Distributor Master Terms will be described in the Specific Distributor Agreement. 

 34.  Updates. 

34.1.  Material Updates. IDEXX may at its sole discretion and at any time notify Distributor of proposed modifications to Sections 3 (Due Diligence), 9 (Product Registrations), 12 (Limitation of Liability), 13 (Indemnification), 14 (Insurance), 18 (Third-Party Representatives), 19.2 (Ethics), 20 (Anti-Bribery Compliance), and 21 (Export Compliance) of the Distributor Master Terms (the “Material Provisions”) as follows. To effect such modification IDEXX will provide notice of the same to Distributor and Distributor will provide its consent or objection to such modifications within 60 (sixty) days from the date of IDEXX’s notice (the “Change Notice Period”). If Distributor (i) consents within the Change Notice Period the modification shall be effective as of the date of such consent; (ii) objects within the Change Notice Period the modification will not be effective unless and until the Parties reach written agreement on such modification, provided that if the Parties are unable to reach such agreement within ninety (90) days following IDEXX’s notice IDEXX shall have the right to terminate the Agreement with immediate effect by providing a written notice of termination; (iii) does not consent or object within the Change Notice Period IDEXX may suspend the supply of Products as described in Section 28.2 (Suspension). 

34.2.  General Updates. IDEXX may modify the Distributor Master Terms at its sole discretion and at any time provided that the modification: (i) does not have a material adverse impact on Distributor’s rights under the Agreement and (ii) does not materially affect the Material Provisions. IDEXX shall notify the Distributor of such changes at least 60 (sixty) days in advance. 

 35.  Miscellaneous. 

35.1 Independent Contractors. The Parties are independent contractors. Neither Party is an employee, agent, co-venturer, or legal representative of the other Party for any purpose. 

35.2 The Agreement contains the entire understanding and agreement between the Parties related to the subject matter hereof, and supersedes any prior agreements between the parties, in each case with respect to the subject matter hereof. 

35.3 The terms of the Agreement are intended solely for the benefit of each Party and their respective successors and permitted assigns, and there are no other intended third-party beneficiaries.

35.4 The Agreement may not be modified or amended except in a writing signed by both parties.

35.5 No term of the Agreement will be deemed waived, and no breach excused, unless such waiver or consent is in writing and signed by the Party claimed to have waived or consented. No waiver or consent, whether expressed or implied, will constitute a waiver of, consent to or excuse for any other different or subsequent breach. If any term of the Agreement is held to be invalid or unenforceable, such term will be ineffective only to the extent of such invalidity or unenforceability, and the remainder of the Agreement will continue in full force and effect. 

35.6 Any use of the term “including” or variations thereof in the Agreement will be construed as if followed by the phrase “without limitation.”

35.7 If the Distributor Master Terms are translated into a language other than English, the English text shall control for the purpose of interpretation or in the event of conflict or inconsistency between the translations.