These MWI Easy Care Program Home Delivery Terms and Conditions (“T&Cs”) supplement the MWI Easy Care Program Agreement (the “MECP Agreement”) between MWI Veterinary Supply Co. (MWI”) and You and MWI’s Terms and Conditions of Use found at https://www.mwiah.com/global-terms-and-conditions.  Together, these documents set out the terms and conditions related to MECP.  Definitions are at the end of these T&Cs.

User's Acceptance of Terms

MWI provides MECP and related services to You, the user, subject to your compliance with all the terms, conditions, and notices contained or referenced in the Agreement and on the Site.

BY SIGNING UP FOR, USING OR RECEIVING MECP OR ANY SERVICES RELATED TO MECP, INCLUDING THE SITE, YOU AGREE TO BE BOUND BY THESE T&Cs. IF YOU DO NOT WISH TO BE BOUND BY THESE T&Cs, PLEASE CEASE ALL USE OF MECP AND ANY SERVICES RELATED TO MECP AFTER READING THESE T&Cs.  YOUR AGREEMENT WITH MWI REGARDING COMPLIANCE WITH THESE T&Cs BECOMES EFFECTIVE IMMEDIATELY UPON YOUR USE OR RECEIPT OF ANY MECP SERVICES FOLLOWING YOUR ACTUAL OR CONSTRUCTIVE NOTICE OF THESE T&Cs.

Services

MWI will make MECP available to You in accordance with the Agreement.  MWI will make certain Products available to You at MWI’s Wholesale Price.  Not all brands and Products that MWI sells will be available to You under MECP.  Your Clients can order Products from You directly or from You through their MECP preventative care plan.  Each one of these Orders is a sale between You and Your Client.  MWI will provide Practice the Services in consideration for the Fees.

You must enter into a preventative care plan agreement (on a form provided or approved by MWI) directly with each of Your Clients who elect to enroll in an MECP preventative care plan.

MWI, and/or its contractors, will process payment for You, fulfill and ship Orders, pay MWI and its contractors for any Services, and remit payment to You.  No refunds or returns of Products will be permitted except for Products that are damaged or expired upon arrival, mis-picked, shipped in error by MWI or recalled. All other Products and Orders are non-returnable.

MWI provides you with access to and use of the Site, subject to your compliance with the Agreement. MECP and the Site may only be used for lawful purposes. You are responsible for the consequences of your communications, uploads, transmissions, and posting of information on or through the Site, and for any use of the Site by anyone accessing it using your login information. By submitting information through the Site, you represent that you are 18 years of age or older. You represent and warrant that any information you transmit to the Site is truthful, accurate, not misleading, and offered in good faith, and that you have the right to transmit such information.

Retail Pricing

You are solely responsible for establishing the price at which you sell the Products to Your Clients under MECP. MWI, or its preventative care plan contractor, will collect the payments from Your Client for Products sold through MECP and MWI will invoice You separately for the Wholesale Price of all Products sold to You under MECP.

Orders and Fulfillment

MWI will dispense and drop ship all Product Orders (generally a three month supply) directly to Your Client once per quarter. You will purchase the Product from MWI, and title and risk of loss for each Product passes to You, immediately upon MWI fulfilling an Order and shipping the Product, and then Practice will sell the Product to Client.  You are responsible for payment of applicable taxes.

Script Approvals

Practice, in accordance with a veterinarian’s professional medical judgment, will approve or disapprove in a timely manner all requests for prescriptions and authorizations for Orders of Product requiring the same that a Client places directly with MWI and not from Practice through MECP or the Site.  Practice agrees to not directly, or indirectly through a third-party, cancel, attempt to divert, or otherwise interfere with such order, including denying or disapproving a prescription Product request, unless such denial or disapproval is medically justified.

Payment

MWI will (i) send You periodic statements that include all payments collected from Clients, the fees deducted by MWI under MECP and Your remittance and (ii) invoice you separately for all Orders or purchases of Products.  If You dispute anything on the statement or invoice, You must tell MWI within 10-days of the statement or invoice date.  You and MWI agree to work together in good faith to resolve promptly any such disputes. You will pay MWI all invoiced amounts by the 10th day of the month following the invoice date unless MWI agrees otherwise in writing. 

Fees

The Fees, which are charged in accordance with fair market value standards, cover the following services:

Your Obligations and Understandings

It is Your responsibility to have an internet connection to access the Site and Services.  You understand that MWI may need to access other computer systems to maintain MECP and the Site.  You may also need to sign an End User License Agreement (“EULA”) with MWI or MWI’s integration provider for the services to be optimized with Your Practice Information Management System (PIMS). If you elect not to sign a EULA, certain features within the MECP may not work properly.

Licenses for Use of the Site and Information

The Site, including all of its contents, such as text, images, and the HTML used to generate the pages, are the property of MWI or its suppliers or licensors, and are protected by copyright, trademark, and patent laws of the United States, or by foreign countries or laws. Except as otherwise provided in this Agreement, you may not use, download, upload, copy, print, display, perform, reproduce, publish, modify, delete, add to, license, post, transmit, or distribute any such materials from this Site, in whole or in part, for any public or commercial purpose without our specific written permission. We grant you a personal, non-exclusive, non-transferable license to access the MECP Services and to use the information and services provided through MECP, subject to your compliance with the Agreement. You grant MWI a non-exclusive, royalty-free license to use any content you provide on the Site for any lawful purpose, subject to the terms of the Agreement.

Representations & Warranties

You have the authority to enter into the Agreement and agree to comply with all applicable laws. 

Clients have the freedom to choose where they purchase Product from, including which pharmacy fills their prescription.  Neither You nor MWI will do anything to impede that choice. 

Products sold through MECP or the Site are meant to be sold by You to Your Clients and are not intended for resale or any other purpose.

MECP and the Site are not record retention systems and may not meet Your legal record retention obligations.  Please continue to use Your PIMS or other record retention solution for record retention. 

You agree to cooperate with MWI in responding to and resolving any inquiry or concern raised by this Agreement, including by state boards of pharmacy and veterinary medicine.

Miscellaneous

Changes to these Terms

We occasionally update these T&Cs. Such changes to these T&Cs will be effective immediately upon posting them. We encourage you to check our website frequently to see the current T&Cs in effect, and any changes that may have been made to them. If we make material changes to the T&Cs, we will post the revised T&Cs and the revised effective date. Your continued use of the Site or MECP after a change has been posted constitutes your acceptance of the change. If you disagree with any changes to these T&Cs, your sole remedy is to discontinue your use of the Site and the MECP Services.

Changes to the Site

We reserve the right to terminate, change, suspend, or discontinue any aspect of the Site, including information, data, text, sound, photographs, graphics, video, messages, or other materials, as well as features and hours of availability. These and any other changes to the Site may be made in our sole discretion, and without prior notice to you. MWI will not be liable to you or any other party for making such changes. We may also impose rules for and limits on use of the Site, or restrict your access to all or any part of the Site, without notice or penalty.

Copyright

The Site, and all content available on the Site, is protected by copyright. Unless otherwise specified on the Site, no portion of the Site may be copied, republished, transmitted, or distributed in any way without MWI’s prior written permission. Any such use of the Site's content for any purpose not authorized under the Agreement is a violation of the copyrights of MWI (or other entities where indicated). Written permission for all uses of the Site other than as expressly authorized under the Agreement, including linking to any page of the Site other than the home page, must be obtained from MWI in advance. The use of the Site, or of any content available on the Site, on any other website or networked computer environment is prohibited. All design rights, compilation rights, and other intellectual property rights in the Site, and the related goodwill, are proprietary to MWI or its licensors, whether such rights are registered or unregistered.

Trademarks

All trademarks, servicemarks, logos, and trade names on the Site-whether registered or unregistered-are proprietary to MWI, or to other companies where indicated. You may not reproduce, download, or otherwise use any such trademarks, servicemarks, logos, or trade names without the prior written permission of MWI, or other appropriate owner.

Site Security

You are prohibited from violating, or attempting to violate, the security of the Site. Any such violation may result in criminal and civil penalties against you. MWI will investigate any alleged or suspected violations, and if a criminal violation is suspected, we will cooperate with law enforcement agencies in their investigations.

Governing Law and Jurisdiction

This Site (excluding any linked sites) is controlled by MWI from our offices in the state of Idaho, in the United States of America. It can be accessed from all 50 states, as well as from other countries around the world. As each of these places has laws that may differ from those of Idaho, by accessing or attempting to access the Site, you and MWI agree that any claim, cause of action, or dispute between you and MWI will be governed by and construed under the statutes and laws of the state of Idaho, without regard to conflict-of-laws rules and the United Nations Convention on the International Sales of Goods. This includes, without limitation, any claim, cause of action, or dispute relating to your use or attempted use of the Site; your interactions and communications with MWI; MWI’s collection, use, sale, disclosure, or deletion of your personal or other information; and your privacy, whether such claims are based in contract, tort, statute, equity, or other legal basis.

Definitions

Agreement means the MECP Agreement and all terms, conditions and policies incorporated therein, including these T&Cs.

Client means a person or persons with which You have established a veterinarian client pet relationship, in compliance with the law of the state where You are located, prior to the person or persons placing an order for Product.

Fees means those fees and charges that You pay to MWI, or one of its affiliates, for the provision of MECP and the Services, including the fees listed in the Agreement.

MECP means the MWI Easy Care Program and the related services and solutions that consist of a combination of services including, among other things, preventative care plans, collection services, veterinary pharmacy services and home delivery and reminders and plan marketing to pet owners.

Orders means any Order of Products placed through MECP, including (i) Product orders placed by Client through MECP or its Sites, (ii) orders of Products placed by Practice on behalf of Clients through MECP, and/or (iii) automated orders, including auto-ship orders, placed as part of a preventive care plan under MECP.

Product means any products, including prescription drugs, healthcare products, veterinarian products, and other items MWI makes available for You to sell through or in connection with MECP.

Services means those MECP-related services provided by MWI or one of its affiliates or contractors as set out in the Agreement and for which Fees are charged.

Site means any and all interface(s), platform(s), portal(s) or website(s) provided by or on behalf of MWI that facilitates communication and interaction between You and MWI and its affiliates and contractors regarding MECP, including home delivery, such as submitting prescriptions for Product. 

Wholesale Price means the wholesale price at which MWI sells the Product to Practice.

You or Your means Practice and the veterinarians employed by or affiliated with Practice.