Legal Terms and Conditions

SCOPE

These Legal Terms and Conditions apply to the entire Henry Schein, Inc. web site and all portions of the site contained therein (excluding links to other web sites as provided below). These Legal Terms and Conditions shall apply to any future portions of the Henry Schein, Inc. web site (excluding links to other web sites as provided below) unless otherwise stated.

USE OF THIS WEB SITE

Use of this web site and access to the material it contains is subject to the following Legal Terms and Conditions as well as to applicable laws.  Your access to and browsing of this web site constitutes your full acceptance of these Legal Terms and Conditions.  We reserve the right, at our sole discretion, to update or revise these Legal Terms and Conditions.  Please check the Legal Terms and Conditions periodically for changes. Your continued use of this site following the posting of any changes to the Legal Terms and Conditions constitutes acceptance of those changes.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of this web site, you will not use the web site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the web site in any manner that could damage, disable, overburden, or impair any Henry Schein, Inc. server, or the network(s) connected to any Henry Schein, Inc. server, or interfere with any other party’s use and enjoyment of the web site.  You may not attempt to gain unauthorized access to any computer systems or networks connected to any Henry Schein, Inc. server or other systems, through hacking, password mining or any other means.  You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the web site.  Henry Schein, Inc. makes no representation that the web site is appropriate or available for use in locations outside the United States, and accessing the web site from territories where such content is illegal is prohibited.  Those who choose to access this web site from locations outside the United States do so at their own initiative and are responsible for compliance with all applicable laws.

SECURITY

You are responsible for maintaining the confidentiality of your logon information, and are fully responsible for all activities that occur under your password or user name.  You agree (a) to immediately notify Henry Schein, Inc. of any unauthorized use of your password or user name or any other breach of security, and (b) to ensure that you exit from your account at the end of each session.

LINKS TO OTHER WEB SITES

This web site may contain links to other web sites not owned or managed by Henry Schein, Inc. or its affiliates.  Henry Schein, Inc. provides such links solely for the convenience of our visitors. Henry Schein, Inc. is not responsible for the accuracy, legal or regulatory compliance, decency, or any other aspect of the content of such sites, and such sites are not investigated, monitored, or checked for accuracy or completeness by Henry Schein, Inc.  The inclusion of links to such sites does not imply approval or endorsement of the site by Henry Schein, Inc. or any association with its operators.  We urge you to read the terms of use policies on linked web sites before utilizing their products or services as Henry Schein, Inc. is not responsible for these areas.

PROPRIETARY RIGHTS

Copyrights.  Henry Schein, Inc. is the owner or licensee of all copyrights in and to the content on this web site, including without limitation, (i) all materials, documentation, text, data, graphics, graphs, charts, buttons, photographs, videos, typefaces, music, sounds, HTML code, and interfaces contained on this web site; and (ii) the design, selection and arrangement of this web site.  All rights reserved.

Unless otherwise specified, you are granted a personal, non-exclusive, non-transferable, limited right to access, use, and display this web site and the materials provided hereon for the purpose of obtaining and reviewing your account information.  Specifically, you are granted permission to view or download a single copy of the material on the web site solely to access our services, place orders, and review your account information.  When content is downloaded to your computer, you do not obtain any ownership interest in such content, any modifications of the content, or any use of the content for any other purpose than that expressly permitted herein. Ownership of all such content shall at all times remain with Henry Schein, Inc. or its licensors. Henry Schein, Inc. and its licensors reserve all rights not expressly granted to you.  Use of the copyrightable material on this web site for any purpose not expressly authorized herein without the prior written permission of Henry Schein, Inc. or its licensors is forbidden.

Trademarks.  All trademarks, service marks, trade names, logos, and other designations (collectively the “Marks”) are the sole property of Henry Schein, Inc. or other third parties that have granted Henry Schein, Inc. the right and license to use such Marks.  Nothing contained on this web site should be construed as granting any license or right to use any such Marks without the written permission of Henry Schein, Inc. or such third party that may own the Marks displayed.

Your Information.  We reserve the right, and you authorize us, to use and freely assign all information regarding the use of this web site by you and all information provided by you in any manner consistent with our Privacy Statement. Click here to read our Privacy Statement, which is incorporated into these Legal Terms and Conditions by reference.

In the event that you receive communications from us regarding, among other things, information about new products, services, or upcoming events, you may opt out of receiving such communications by following the steps set forth in the Privacy Statement or on our website.

TYPOGRAPHICAL OR OTHER ERRORS

While Henry Schein, Inc. takes reasonable care and skill to provide information which is accurate and up to date when first included on the web site, typographical and other errors may nevertheless occur.  Henry Schein, Inc. does not undertake to update or correct such information and reserves the right to modify, delete and rearrange any or all of the contents of this web site at any time without notice to you.  While Henry Schein, Inc. makes reasonable efforts to prevent unauthorized tampering with the web site, Henry Schein, Inc. does not guarantee that its efforts will always be successful.  Therefore, as set below, Henry Schein, Inc. does not warranty that the web site materials will be error-free, and disclaims any liability for such errors.

DISCLAIMER OF WARRANTIES

HENRY SCHEIN, INC. MAKES NO REPRESENTATION AS TO THE ACCURACY, TIMELINESS, OR COMPLETENESS OF THE WEB SITE MATERIALS OR ANY SOFTWARE INSTALLED BY YOU IN CONNECTION WITH THE USE OF THIS WEB SITE.  HENRY SCHEIN, INC. PERIODICALLY AMENDS, CHANGES, ADDS, DELETES, UPDATES OR ALTERS THE INFORMATION, INCLUDING, WITHOUT LIMITATION, THE LEGAL TERMS AND CONDITIONS, AT THE WEB SITE WITHOUT NOTICE. FURTHER, HENRY SCHEIN, INC. ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE WEB SITE OR ANY SOFTWARE INSTALLED BY YOU IN CONNECTION WITH THE USE OF THIS WEB SITE.  HENRY SCHEIN, INC. SPECIFICALLY DISCLAIMS ANY DUTY TO UPDATE THE INFORMATION ON THE WEB SITE.  YOU ARE RESPONSIBLE FOR VERIFYING ALL INFORMATION LOCATED ON THIS SITE.

ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THIS SITE (THE “CONTENT”) ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE. THE CONTENT IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.

Henry Schein, Inc. makes no representation that the web site or its contents are appropriate for use in every country of the world. Your use of this web site is at your own risk and you are responsible for compliance with applicable local laws, keeping in mind that access to the web site may not be legal by certain persons or in certain jurisdictions.

Some states or nations may not allow the disclaimer of certain warranties, so the above limitations may not apply to you in all cases.

LIMITATION OF LIABILITY

Use of the Henry Schein, Inc. web site or any software application installed by you in connection with the use of this web site, is at your sole risk.  While Henry Schein, Inc. makes reasonable efforts to ensure the safety and functionality of our web site and any software applications associated with its web site, these efforts may fail and errors may occur.  IN NO EVENT SHALL HENRY SCHEIN, INC. OR ANY OTHER PARTY INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE CONTENT OF THIS SITE OR ANY SOFTWARE APPLICATION ASSOCIATED WITH THIS WEB SITE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, COMPUTER VIRUS OR SYSTEM FAILURE, OR LOSS OF DATA OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS WEB SITE (OR THE CONTENT PROVIDED AT THIS WEB SITE ON ANY WEB SITE RELATED TO ANY THIRD PARTY), OR ANY SOFTWARE APPLICATION INSTALLED IN CONNECTION WITH THE USE OF THIS WEB SITE OR USERS' INABILITY TO USE THE CONTENT CONTAINED IN THIS WEB SITE (OR ANY OTHER WEB SITE), ON ANY THEORY OF LIABILITY. HENRY SCHEIN, INC. WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED BY OR ARISING FROM YOUR RELIANCE ON THE CONTENT OF THIS SITE.  THESE WAIVERS APPLY EVEN IF HENRY SCHEIN, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL HENRY SCHEIN, INC.’S LIABILITY TO YOU FOR ANY DAMAGES, LOSSES, OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) EXCEED THE AMOUNT, IF ANY, PAID BY YOU TO HENRY SCHEIN, INC. FOR ACCESSING THIS WEB SITE OR INSTALLING ANY SOFTWARE APPLICATION ASSOCIATED WITH THIS WEB SITE. OUR MAXIMUM LIABILITY TO YOU IF YOU PURCHASE GOODS FROM US WILL BE EQUAL TO THE PURCHASE PRICE YOU PAY FOR THE GOODS.

THE FOREGOING LIMITATIONS WILL APPLY EVEN IF ANY REMEDY PROVIDED UNDER THESE LEGAL TERMS AND CONDITIONS FAILS OF ITS ESSENTIAL PURPOSE.  Some states do not allow the exclusion of liability for consequential damages, so the above limitations may not apply to you in all cases.

FORWARD LOOKING STATEMENTS

THE CONTENT TOGETHER WITH ANY DOCUMENTS ISSUED BY HENRY SCHEIN, INC. OR ANY OF ITS AFFILIATES, SERVICE PROVIDERS, OR BUSINESS PARTNERS AND AVAILABLE THROUGH HENRY SCHEIN, INC.’S WEB SITES MAY CONTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE U.S. PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.  THOSE STATEMENTS MAY APPEAR IN A NUMBER OF PLACES IN THE SITE AND CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS “MAY,” “COULD,” “EXPECT,” “ANTICIPATE,” “INTEND,” “BELIEVE,” “PLAN,” “ESTIMATE,” “FORECAST,” “PROJECT,” “ANTICIPATE,” OR OTHER COMPARABLE TERMS OR THE NEGATIVE THEREOF.  THE COMPANY PROVIDES THE FOLLOWING CAUTIONARY REMARKS REGARDING IMPORTANT FACTORS WHICH, AMONG OTHERS, COULD CAUSE FUTURE RESULTS TO DIFFER MATERIALLY FROM THE FORWARD-LOOKING STATEMENTS, EXPECTATIONS AND ASSUMPTIONS EXPRESSED OR IMPLIED HEREIN.  THE FORWARD-LOOKING STATEMENTS INCLUDED HEREIN ARE BASED ON THEN-CURRENT EXPECTATIONS OF MANAGEMENT.  ALL FORWARD-LOOKING STATEMENTS MADE BY US ARE SUBJECT TO RISKS AND UNCERTAINTIES AND ARE NOT GUARANTIES OF FUTURE PERFORMANCE.  FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN FACTORS, RISKS AND UNCERTAINTIES THAT MAY CAUSE OUR ACTUAL RESULTS, PERFORMANCE AND ACHIEVEMENTS, OR INDUSTRY RESULTS, TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE, OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.  THOSE FACTORS, RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO, THE FACTORS DESCRIBED UNDER “RISK FACTORS” DISCUSSED IN OUR PERIODIC FILINGS MADE WITH THE SECURITIES AND EXCHANGE COMMISSION.  THE COMPANY CAUTIONS THAT THESE FACTORS MAY NOT BE EXHAUSTIVE AND THAT MANY OF THESE FACTORS ARE BEYOND THE COMPANY’S ABILITY TO CONTROL OR PREDICT. ACCORDINGLY, FORWARD-LOOKING STATEMENTS SHOULD NOT BE RELIED UPON AS A PREDICTION OF ACTUAL RESULTS.  THE COMPANY UNDERTAKES NO DUTY AND HAS NO OBLIGATION TO UPDATE FORWARD-LOOKING STATEMENTS.

INDEMNIFICATION BY USER

You agree to defend, indemnify, and hold harmless Henry Schein, Inc. and its affiliates, parents, subsidiaries, and their respective employees, agents, contractors, officers, directors, successors and assigns from all liabilities, claims, damages and expenses, including without limitation attorneys’ fees and costs, that arise from your use, misuse of this site or use of any software application associated with the use of this web site.

TERMINATION

Henry Schein, Inc. shall have the right immediately to terminate this agreement with you and your use of the web site if it determines in its sole discretion that you have breached any of these Legal Terms and Conditions or otherwise been engaged in conduct which Henry Schein, Inc. determines in its sole discretion to be unacceptable.

CHOICE OF LAW AND FORUM

These Legal Terms and Conditions shall be governed by and construed in accordance with the laws of the state of New York, without regard to such state’s rules regarding conflicts of laws. By accessing this web site, you agree that courts located in the Eastern and Southern Districts of New York or in the counties within those federal judicial districts shall have exclusive jurisdiction over all claims and actions arising out of or relating to these Legal Terms and Conditions and/or your use of this site, and you further agree and submit to the exercise of personal jurisdiction of such courts and consent to extra-territorial service of process for the purpose of litigating any such claim or action.

RECORDS

A printed version of these Legal Terms and Conditions and of any notice given in electronic form will be admissible in judicial or administrative proceedings relating to these Legal Terms and Conditions to the same extent and subject to the same conditions as other business documents originally generated and maintained in printed form.  For purposes of any dispute, Henry Schein, Inc.'s records shall be conclusive in all respects.

INTEGRATION AND SEVERABILITY

These Legal Terms and Conditions constitute the entire agreement between you and Henry Schein, Inc. with respect to this web site and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Henry Schein, Inc. with respect to this site.  If any part of these Legal Terms and Conditions is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

 

TERMS OF SALE (DENTAL EQUIPMENT)

THE HENRY SCHEIN PRICE POLICY:

We endeavor to maintain prices for the duration of a catalog, but we reserve the right to make price adjustments in response to manufacturers’ price increases or extraordinary circumstances. Prices are subject to change without notice.

Henry Schein, Inc. (“Henry Schein”) and customer agree that the terms and conditions hereinafter set forth shall govern the relationship between Henry Schein and the customer to the extent that the parties do not have a written agreement in effect that conflicts with such terms and conditions. Customer acknowledges and accepts all such terms and conditions by placing an order for goods with Henry Schein, and upon Henry Schein’s delivery of the order to the customer.

Choose Your Payment Method:

Reduce the cost and administration of paying Henry Schein– Pay electronically (ACH Debit) or set up AutoPay. Please call Customer Service for details.

For your convenience, we provide several payment alternatives. Orders billed to your account may be paid by ACH Debit, Check by Phone, or Check. If you prefer, you may use your Henry Schein Credit Card, American Express, Visa, MasterCard or Discover Card when placing your order. All sales are subject to our normal terms and conditions. Unless otherwise instructed, check payments must be mailed to:

Henry Schein, Inc.
Dept. CH 10241
Palatine, IL 60055-0241

All sales are subject to credit approval. Invoices are payable within agreed terms of sale and per contract.

Open Accounts Receivable:

All unpaid accounts receivable past due are subject to a 1.5% finance charge.

DELIVERY TERMS:

Unless otherwise agreed, freight terms are FOB Shipper's Dock ("Ex Works" outside North America). Except as noted below, title passes at the time the shipment is loaded at the shipper's dock.

California:

For all shipments of goods to customers located within California, title will pass upon receipt of goods by California customers.

Continental U.S.:

All orders will be subject to a handling charge. This charge includes freight, except for additional carrier charges related to special delivery services and hazardous material shipments. Special orders are subject to additional freight charges.

Alaska, Hawaii & Pacific Protectorates:

Standard shipping methods provide direct, reduced cost, expedited air delivery service to all accounts in Alaska and Hawaii. Customers in the Pacific Protectorates are offered direct surface transport, or postal services for reliable delivery. No additional surcharges apply, except when special services are requested. Low-level hazardous items (dangerous goods in accepted quantities and Consumer Commodity ID 8000) are now available via UPS 2nd-day air.

Guam, Puerto Rico, U.S. Trust Territories & Virgin Islands:

All orders will be subject to a handling charge. This charge includes freight through the United States Postal Service (USPS).• Special delivery orders and hazardous material shipments can be shipped via United Parcel Service (UPS) for an additional charge. No minimum order amount or weight applies. Speak to your International Representative for details.

Outside U.S. (50 States):

If your order is being shipped outside the U.S. (50 states), please refer to the International Terms & Conditions at henryschein.com. Unless otherwise agreed, freight terms are FOB Shipper's Dock ("Ex Works" outside North America). Title passes at the time the shipment is loaded at the shipper's dock. Customer is responsible for compliance with any applicable import requirements.

RX PRODUCTS & CONTROLLED SUBSTANCES:

• Regulations require us to limit the sale of Rx and controlled substances only to registered, licensed healthcare professionals. If you are a new customer or have recently moved, please furnish us with a copy of your updated state and federal registrations verifying your shipping address. Please note that all orders for controlled substances are subject to a due diligence review process. Schedule II controlled substances can be ordered electronically or by mail. For more information on our Controlled Substance Ordering System please visit www.henryschein.com/e222; if you prefer to continue using Federal 222 Forms to order Schedule II controlled substances, mail the form to: Henry Schein, Inc. • 5315 West 74th Street • Indianapolis, IN 46268

• Henry Schein restricts the sale or other transfer of medications to prisons/correctional facilities for use in lethal injections, based on our manufacturer agreements. The goods Henry Schein sells are intended to be used for their label-approved purposes or applicable standards of care, which do not include human lethal injection.

THE DRUG SUPPLY CHAIN SECURITY ACT (DSCSA):

(MN, DM, WH, M2)  The Drug Supply Chain Security Act (DSCSA) information related to prescription drug products is available on our website www.HenrySchein.com/pedigree.  If you have any problems accessing our website or would like to receive a copy of DSCSA documentation via fax, mail or email, please contact our customer service department at 1-800-472-4346.

REGULATORY REQUIREMENTS:

Local regulatory requirements may apply to use or installation of certain products.  Be sure to understand and comply with any such requirements prior to purchase, use, or installation of products.

RETURNS:

WE CANNOT ACCEPT ANY RETURNS WITHOUT PRIOR AUTHORIZATION.

To arrange for a return, simply call our Customer Service department or contact your Sales Consultant.

Dental equipment returns are subject to Henry Schein’s equipment return policy, available upon request.

The following conditions must be complied with:

• All returns must be accompanied by a copy of your invoice and a reason for the return.

• Merchandise must be returned in its original container, unmarked, and properly packaged.

• Returned products must have been purchased within the previous thirty (30) days. Any returns past thirty (30) days are subject to a restocking fee.

• Shortages or errors in shipments must be reported within seven (7) days of invoice date to issue credit (if applicable).

• Shipping charges will apply on all returns.

Exceptions:

The following special, customized, or government-regulated items are not returnable:

• Opened handpieces, small equipment, and custom-ordered equipment

• Special order items (products that we do not ordinarily stock)

• Personalized and imprinted items

• Opened computer hardware and software

• Hazardous/flammable materials

• Expired products

• Items that cannot be returned to the manufacturer

• Any item marked non-returnable •Items required to be shipped and stored frozen

• Any drop-shipped products

Prescription Drug Returns:

Please note that, in order to comply with Federal and State traceability requirements, prescription drugs may be returned providing that the following key elements are met:

1)  Returns of prescription drugs will only be accepted if Henry Schein is notified within 30 calendar days of shipment date and valid return authorization is issued by Henry Schein.

2)  The Prescription Drug Marketing Act requires any customer returning prescription drugs to complete and return a Prescription Drug Return Authorization form. Federal law requires that the healthcare entity returning prescription drugs document that the product was kept under proper storage and handling conditions while in their possession and during the return of the product. To get a copy of the form and proper return authorization, please contact Customer Service.

3)  In addition, traceability regulations require that the healthcare entity returning prescription drugs certifies that the product being returned is the same exact product purchased from HSI.

4)  Henry Schein will not issue credit for any returned prescription drugs which return was not authorized as provided herein, have been tampered with or where the labeling has been altered in any way.

FOR DEXIS PRODUCTS:

Minimum Order:  Orders of nominal value will be subject to a minimum order fee.

Drop Shipment Fees: All shipments of product from our warehouse that bypass the normal distribution channel will be subject to a drop shipment fee and freight charges.

INSTITUTIONAL, GOVERNMENT & CORPORATE ACCOUNTS:

Terms of Sale follow the same guidelines unless denoted differently in a contract. When applicable, freight is calculated by the weight. There is no minimum order; however, there is a nominal handling charge on orders under $125. Some offers and promotions outlined in this catalog may not apply. Requests for bids and proposals may be sent to:

Henry Schein, Inc.
Bid Department-E255
135 Duryea Rd.
Melville, NY 11747

INTERNATIONAL ORDERS:

We proudly serve healthcare professionals, governments, and dealers throughout the world. To place orders or for inquiries on export terms and conditions please contact the International Department (USA) by phone 1-631-843-5325,  fax: 1-631-843-5676, or send us an e-mail at: export@henryschein.com.

ARBITRATION:

All Claims related to or arising under or relating to this Agreement are to be exclusively and finally determined by binding arbitration in the state of New York, or another location mutually agreeable to the parties.  Any and all Claims must be arbitrated on an individual basis, and there shall be no right or authority for any Claims or disputes to be arbitrated on a class action or collective basis. For avoidance of doubt, each party irrevocably waives any right to:  (i) have any Claim resolved in connection with any class action or collective action, or (ii) recover any damages or relief directly or indirectly as part of any class action or collective action. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association, or if applicable, under its Procedures for Large, Complex Commercial Disputes. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses and reasonable attorneys’ fees.  Any such arbitration shall be conducted by an arbitrator experienced in the disputed subject matter and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be or has been at any time employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction. To the extent that any Claim or dispute is determined to not be subject to arbitration, all other Claims or disputes that would otherwise be subject to arbitration must be arbitrated. As used in this Agreement, “Claims” shall mean any and all liabilities, disputes and expenses whatsoever including, without limitation, claims, adversary proceedings (whether before a court, administrative agency or any other tribunal), damages (whether compensatory, multiple, exemplary or punitive), judgments, awards, penalties, settlements, investigations, costs, responses to subpoenas or other governmental directives and reasonable attorneys’ fees and disbursements with respect to any claims that may be sustained, suffered or incurred by a Party hereto.

WARRANTIES:

New dental equipment installations include a 90 day labor warranty on such installation. Henry Schein will pass through to the customer, at the time of sale, any transferable product warranties, indemnities and remedies provided to Henry Schein by the applicable manufacturer. EXCEPT AS OTHERWISE PROVIDED HEREIN, TO THE EXTENT PERMITTED BY LAW, HENRY SCHEIN PROVIDES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND THE CUSTOMER SHALL LOOK TO THE MANUFACTURER OF THE PRODUCT FOR ANY WARRANTY THEREON.

LIMITATION OF LIABILITY:

THE CUSTOMER AGREES TO LOOK SOLELY TO THE MANUFACTURER OF THE PRODUCT FOR ANY CLAIM ARISING DUE TO LOSS, INJURY, DAMAGE OR DEATH RELATED TO THE USE OR SALE OF PRODUCTS. HENRY SCHEIN SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS AND LOSS OF GOODWILL, ARISING FROM OR RELATING TO ANY BREACH TO THIS AGREEMENT (OR ANY DUTY OF COMMON LAW, AND WHETHER OR NOT OCCASIONED BY THE NEGLIGENCE OF HENRY SCHEIN OR ITS AFFILIATES), REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.  

 DISCOUNTS, REBATES AND DISCLOSURES:

 Invoice or statement prices may reflect or be subjected to a bundled discount or rebate pursuant to purchase offer, promotion or discount program. You must fully and accurately report to Medicare, Medicaid, Tricare and/or any other federal or State program, upon request by such program, the discounted price(s) or net price(s) for each invoiced item, after giving effect to any applicable discounts or rebates, which price(s) may differ from the extended prices set forth on your invoice. Accordingly, you should retain your invoice and all relevant information for your records. It is your responsibility to review any agreements or other documents, including offers or promotions, applicable to the invoiced products/prices to determine if your purchase(s) are subject to a bundled discount or rebate. Any such discounts must be calculated pursuant to the terms of the applicable purchase offer, promotion or discount program. Participation in a promotional discount program is only permissible in accordance with discount program rules. By participation in such program, you agree that, to your knowledge, your practice complies with the discount program requirements.

Terms of Sale may change without notice.

 

DENTAL EQUIPMENT / SUPPLEMENTAL TERMS AND CONDITIONS

These Supplemental Terms and Conditions are applicable to purchase of dental equipment (“equipment” or “goods”) from Henry Schein, Inc. dba HSD.

1. Late Delivery.  HSD shall attempt to deliver on the date specified in the equipment order, but is not responsible for delays and any delays are not considered a breach by HSD hereunder.

2.  Partial Delivery.  By signing this equipment order, Purchaser agrees that, if in order to fulfill Purchaser’s needs and/or installation requirements, HSD may make partial deliveries, and Purchaser must pay amounts owed relating to any such partial delivery.  Partial billing is due upon receipt of invoice.

3.  Warranty Disclaimer.  Except as provided in HSD’s equipment standard terms of sale, HSD does not give warranties (on products or installation).  HSD personnel, including Equipment Specialists or Field Sales Consultants, are not authorized to bind HSD or to make warranties.  Oral statements by HSD personnel or agents do not constitute warranties and may not be relied upon or considered a contract.

4.  Labor and Services Time Periods.  Labor described in your equipment order (such as maintenance, repairs, replacement of defective parts, or repairs) must be completed within 90 days following installation.  Services (such as training) must be completed within 180 days following installation.

5.  Repairs/Loaners.  If manufacturer is unable to provide replacement product during repair HSD may endeavor to provide a temporary loaner during any period of repair, to the extent available.

6.  Not Included.  Costs relating to the following activities are the sole responsibility of Purchaser and ARE NOT INCLUDED IN THE PURCHASE PRICE:

a.  Disconnecting and/or reinstalling Purchaser's existing equipment

b.  Changes or additions in plumbing, electrical, or carpentry

c.  Governmental inspections, approvals, or fees

d.  Union intervention in installation or delivery

e.  Disposal of old equipment     

f.  Delivery of donated equipment

g.  Insurance

7.  Late Payment Charges.  1½% PER MONTH WILL BE CHARGED ON PAST DUE BALANCES (18% PER YEAR).

8.  Office Space Plans.  Office space plans drawn by HSD, are the sole property of HSD and are not to be used without HSD’s prior written consent.

9.  Purchaser’s Name.  The name provided in the equipment order is the exact legal name of Purchaser.

10. Return Policy.

60 days or under

● Goods purchased on equipment orders through HSD will be subject to a 15% restock fee if the goods are returned in original sellable condition (see below). Goods returned not in original sellable condition are subject to a 25% restock fee.       

61 to 90 Days

● Goods purchased on equipment orders through HSD will be subject to a 25% restock fee if the goods are returned in original sellable condition. Goods returned not in original sellable condition are subject to a 50% restock fee.

● Regardless of condition, technology goods including laptops, desktop PCs,  servers, printers, TVs, monitors, portable storage devices and network hardware will be subject to a 50% restock fee.        

Greater than 90 days

● Goods purchased on equipment orders through HSD that have been installed and put into use can only be returned after approval for a credit to Purchaser’s account which may only be used for future purchases from HSD or to settle an open balance, and will be subject to a 50% restock fee.

Exceptions/Additional Information:

a.  Goods covered by this policy are those sold by HSD in product series 800, 805, 819, 826, 845 and 850.

b.  Dates above are calculated from invoice date.

c.  Goods are not returnable after 12 months from invoice date or that show obvious signs of abuse or misuse.

d.  The following are not returnable:  small equipment, hand pieces and software (including Dentrix). 

e.  The following are returnable only in the first 90 days:  laptops, desktop PCs, servers, printers, TVs, monitors, portable storage devices and network hardware.

f.  Interest rate charges or early pay penalties charged by financial institutions are the sole responsibility of the customer. 

g.  Custom goods are not returnable.

h.  Deposits placed on custom orders that are canceled will be subject to forfeiture at any time if the manufacturer of the goods is unable to cancel an order.

i.  Original sellable condition is defined as the goods being returned in good working order, free of cosmetic imperfections and fully operational to the manufacturer’s specifications.

11. Credit Line Review.  By signing this equipment order, Purchaser authorizes HSD and its subsidiaries and affiliates, by or through their designees:  (i) to investigate Purchaser’s personal credit and finance records, including obtaining records from the listed bank(s) and from such other applicable banks providing information related to the opening and extension of credit and other accounts with HSD, and (ii) to use Purchaser’s social security number to request and obtain consumer credit reports in connection with the opening, monitoring, renewal and extension of accounts with HSD.  Purchaser further consents to the sharing of the information provided in connection with any Purchaser application and account, as well as the information on Purchaser’s consumer credit report, by and among HSD and its subsidiaries and affiliates, and with third parties from which Purchaser elects to apply for credit, for purposes of applying for and extending credit and other forms of accounts. Bank and credit information may be obtained for future reference provided Purchaser’s account remains in active standing.  Purchaser hereby authorizes the listed bank to release Purchaser’s financial information to verify funds availability for payments under this equipment order.  Upon request from Purchaser, HSD or its designee may apply on Purchaser's behalf for appropriate financing to finance this equipment order.

12. Financing Statements.  By signing this equipment order, Purchaser acknowledges that HSD may file financing statements and amendments thereto for HSD to perfect its security interest in the equipment described in this equipment order.  Such security interest will be maintained until HSD receives payment in full for such equipment.

13. Credit Card Policy.  Limits on credit card uses: (a) Henry Schein-branded credit cards, no limit; (b) non-Henry Schein-branded credit cards, limited to the greater of 10% of an order or $20,000; and (c)  no credit cards (Henry Schein-branded or other) may be used for payments regarding EZPay purchases.

14. Sales Tax.  Sales tax shown is an estimate and actual sales tax will be calculated at time of invoice.

15. CBCT Installations.  For CBCT installations, the National Council on Radiation Protection and Measurements (NCRP), in Report Nos. 49 and 147, recommends a plan review/shielding design by a qualified expert physicist, which is also a legal requirement in most states.  HSD will facilitate obtaining this plan review/shielding design through a qualified expert physicist before installation.

16. Standard Terms of Sale.  HSD’s equipment standard terms of sale are hereby incorporated herein by this reference and apply to this equipment order. 

DISCOUNTS, REBATES AND DISCLOSURES:  Invoice or statement prices may reflect or be subjected to a bundled discount or rebate pursuant to purchase offer, promotion or discount program. You must fully and accurately report to Medicare, Medicaid, Tricare and/or any other federal or State program, upon request by such program, the discounted price(s) or net price(s) for each invoiced item, after giving effect to any applicable discounts or rebates, which price(s) may differ from the extended prices set forth on your invoice. Accordingly, you should retain your invoice and all relevant information for your records. It is your responsibility to review any agreements or other documents, including offers or promotions, applicable to the invoiced products/prices to determine if your purchase(s) are subject to a bundled discount or rebate. Any such discounts must be calculated pursuant to the terms of the applicable purchase offer, promotion or discount program. Participation in a promotional discount program is only permissible in accordance with discount program rules. By participation in such program, you agree that, to your knowledge, your practice complies with the discount program requirements.

Last updated: September 19, 2019