Sales Order Terms and Conditions

GENERAL TERMS:  The terms and conditions stated herein shall govern all sales of products (including software and/or services) made by Data Sciences International (“DSI”), regardless of the terms and conditions stated in any purchase order submitted by the purchaser ("Purchaser").  DSI hereby disclaims and rejects any terms and conditions appearing in a purchase order from Purchaser that are in addition to, or inconsistent with, the terms and conditions stated herein.  Any such additional or inconsistent terms and conditions shall not be a part of the contract and shall not be binding on DSI.  The terms and conditions stated herein shall govern over any contrary terms in Article 2 of the Uniform Commercial Code or the INCOTERMS of the International Chamber of Commerce.


INTENDED USE:  DSI's products are intended, designed and manufactured SOLELY for use in animals for scientific research purposes and are not intended for any clinical, therapeutic, diagnostic, or any other medical or veterinary use. Purchaser shall use DSI's products only for Purchaser's own research requirements in accordance with the aforementioned intended use.  WARNING: This product has not been registered with the Food and Drug Administration for use in humans.  It is a misuse of this product, and a possible violation of the law, to use this product in humans.


PURCHASE ORDERS:  Unless otherwise specified, no DSI products will be shipped until Purchaser has submitted a written purchase order.  Purchase orders shall state: the DSI products ordered, including model numbers, if applicable; quantity; requested delivery dates; billing address; shipping address; and shipping instructions. 


CANCELLATIONS:  Purchaser's purchase orders shall not be subject to cancellation, changes or reductions in amount, or suspension of deliveries except upon DSI's prior written consent and upon terms which indemnify DSI against loss.


QUOTATIONS:  Unless otherwise stated, all DSI quotations are valid for a period of ninety (90) days from the date of quotation.


DELIVERY TERMS:  Delivery terms (per INCOTERMS 2010) for products shipped shall be as follows:  for Purchasers in the European Union, DDP; for Purchasers in European countries not in the European Union, DAP; for all other Purchasers, FCA St. Paul, Minnesota, U.S.A.  All freight and handling charges will be prepaid by DSI and, when applicable, added to the invoice, unless otherwise arranged by the Purchaser with DSI.


DELIVERY DATE:  Any date of delivery furnished by DSI to Purchaser is determined from the date of DSI's receipt of Purchaser's purchase order and its agreement to payment terms as shown below. This date is only an estimate of the date of delivery and is not a guarantee of a particular delivery date.  DSI shall not be liable for a failure or delay in shipment.


ERRORS OR OMISSIONS:  Errors or omissions in any DSI quotation, acceptance, specification or other document shall be subject to correction at DSI's discretion.


PAYMENT TERMS:  Payment terms are net thirty (30) days from the date of the invoice.  All payments shall be made in the currency specified on DSI’s invoice and may normally be made by check or electronic payment.  If DSI reasonably believes that Purchaser’s financial condition compromises the ability to make timely payment per this paragraph, DSI may delay or postpone the delivery of products and condition shipment of products on full or partial advance payment or letter of credit.


TAXES AND OTHER CHARGES:  Purchaser is responsible for all sales, VAT, or related taxes applicable to the purchase of DSI products. DSI will add such taxes to the invoice and Purchaser will be responsible for payment of such taxes, unless Purchaser provides to DSI a valid exemption certificate or other document acceptable to the authority imposing the tax.  Purchaser is responsible for all duties and other government fees applicable to the purchase and import of DSI products, unless the Delivery Terms are DDP.


SECURITY INTEREST:  Purchaser hereby grants to DSI, and DSI hereby reserves, a security interest in the products to secure Purchaser’s obligation to pay the invoice amount.  Purchaser agrees to cooperate in all respects in order that DSI may perfect such security interest.  DSI shall release the security interest upon payment in full of the invoice amount.


SHIPPING METHOD:  Unless otherwise requested in writing by Purchaser, all DSI products will be shipped by whatever means and carrier that DSI considers to be the most appropriate method of transportation.  Risk of loss shall pass to Purchaser upon delivery by DSI to the carrier, or, in the case of DDP or DAP terms, upon delivery to the Purchaser.


PRODUCT CONTROL:  Unless otherwise specified upon DSI's acceptance of purchase order, all products are produced in accordance with DSI's standard production processes.  Specifications provided in DSI's literature are subject to change without notice.  DSI reserves the right to add, delete, alter of modify products at its discretion.


SOFTWARE LICENSE:  All DSI software provided with DSI products shall be subject to DSI's standard Software License Agreement, which shall govern all use of such DSI software.


SERVICES:  Any Services, to include installation and/or training, data, validation, and surgical services purchased must be used within eighteen (18) months from the date the order is placed or the invoice date if products are purchased along with the services.  If the service has not been completed within eighteen (18) months, and the delay is not caused by DSI, DSI will consider the service to be closed.  If the service has been previously invoiced, the amount invoiced will be forfeited by the Purchaser.  If the service has not been previously invoiced, the open amount on the order related to the service will be cancelled.  If the service is still desired after the eighteen (18) month time period, it can be purchased at the current price.


CUSTOM ORDERS:  All custom orders must be specified in writing and are subject to DSI's express acceptance.  Furthermore, Purchaser shall, with respect to custom orders produced according to Purchaser's specifications, defend DSI at Purchaser's expense and pay all costs and damages of any kind (including DSI's attorney's fees) incurred by DSI as the result of any suit or other legal proceeding against DSI for infringement of any letters, patents, trademarks, copyrights, or other rights by reason of use of such specification, provided DSI promptly notifies Purchaser in writhing of such claim of, or suit for, infringement and tenders the defense thereof to Purchaser.  Additionally, at DSI's option, DSI may be separately represented in any such suit at DSI's own expense.

DSI EXCHANGE:  DSI Exchange allows Purchaser to exchange used telemetry implants for replacement implants at a fraction of the original purchase price.  Each implant manufactured as part of the DSI Exchange meets or exceeds design specifications for guaranteed performance and quality.  DSI provides instructions on its website for processing implant exchanges.  Purchasers may elect to pre-pay for implant exchanges, in which case, these prepaid exchanges are valid for one year from date of invoice.  Purchasers who do not redeem prepaid exchanges within the one-year period will have the opportunity to extend their pre-pay exchange period for up to one year at the current DSI pricing per product.  After expiration, any unused pre-paid amount will be forfeited. 

BLANKET ORDERS:  DSI encourages Purchaser to arrange blanket purchase orders for the exchange of DSI's telemetry implants.  DSI prefers to accept blanket orders that expire on a fixed date as opposed to a fixed dollar amount.  Please contact DSI's Customer Service Department to arrange a blanket purchase order for such purposes.


PURCHASER'S DUTIES:  By accepting delivery of any DSI product, the Purchaser agrees to use that product only for its Intended Use.  The Purchaser assumes, without limitation, all risk of injury, damage, or otherwise arising out of any use other than the Intended Use of a DSI product.


RESALE:  The Purchaser agrees to assume all liability arising out of any use other than the Intended Use of a DSI product by any third party who has directly or indirectly obtained the product from the Purchaser.  In addition, the Purchaser agrees to indemnify, defend, and hold harmless DSI against all inquiries, claims, damages, actions, causes of action, injuries, and litigation arising out of any use other than the Intended Use of a DSI product purchased by the Purchaser.


NOTIFICATION OF COMPLAINTS:  Purchaser shall notify DSI's Customer Service Department within ten (10) days of receipt of DSI products regarding any defect or deficiency therein, including questions regarding the invoice, mis-shipments or lost or damaged shipment.  Failure to provide such notice to DSI shall be deemed acceptance of such DSI products as complete and satisfactory to Purchaser.


RETURNS:  Purchaser shall contact DSI's Technical Services Department to return any unused, loaned, or damaged DSI product.  Purchaser shall obtain the appropriate forms from DSI prior to returning any such product or returning product for Transmitter Exchange to DSI.  Items returned without proper DSI forms will be delayed in processing.  DSI, at its discretion, may charge a restocking fee for products returned for reasons other than warranty, repair, or Transmitter Exchange.




GOVERNING LAW:  Minnesota law, excluding its choice of law rules, shall be controlling for all purposes regarding any claim or dispute between DSI and Purchaser.  The sole and exclusive forum for any action commenced by Purchaser shall be in a state or federal court in Minnesota.

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