Henry Schein, Inc. ("Henry Schein") and Customer agree that the terms and conditions hereinafter set forth shall govern the relationship between, Henry Schein its subsidiaries and affiliates and the Customer. Customer acknowledges and accepts all such terms and conditions by placing an order for goods with Henry Schein, and upon Customer’s receipt of Henry Schein’s invoice enclosed with items delivered to Customer, or upon Customer’s receipt of Henry Schein’s credit memorandum or statement, whichever occurs first.
ORDERING ADVANTAGES
Henry Schein offers four convenient ways to place an order:
DELIVERY TERMS Delivery dates are not guaranteed. Purchase orders are subject to product availability. Customers' sole and exclusive remedy for failure to deliver shall be refund of monies paid for the products at issue. 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 handling charge. This charge includes freight, except for additional carrier charges related to special delivery services and hazardous material shipments. Special orders and equipment purchases are subject to additional charges.
Alaska & Hawaii: Standard shipping methods provide direct, reduced cost, expedited air delivery service to all accounts in Alaska and Hawaii. Additional surcharges may apply when special services are requested. Guam, Puerto Rico, U.S. Trust Territories & Virgin Islands:
ORDERING CONTROLLED SUBSTANCES
Henry Schein only sells to those who are legally licensed and entitled to receive prescription pharmaceuticals and other controlled products. If you are a new customer or have recently moved, we must have an updated copy of your state registration and if you plan to purchase controlled substances, we will need a current copy of your Drug Enforcement Administration ("DEA") Registration Certificate verifying the address where the order is to be shipped. By law, DEA requires us to ship controlled substances only to the address appearing on your current DEA Registration certificate.
The Drug Abuse Control Act requires that you use Form 222 for all orders of Schedule II pharmaceuticals. All catalog items indicated by SCH 2 (Schedule II) require this form. When ordering Schedule II items, please note the following:
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.
MERCK DROP-SHIP ITEMS
All Merck drop-ship items are non-returnable. Merck ships their products by second day service unless overnight delivery is requested (subject to an additional charge). If you have a problem regarding a Merck drop-shipped product, please contact Henry Schein Any items returned to Merck without pre-authorization from Henry Schein will receive NO credit.
PAYMENT TERMS
We offer Convenient Payment Terms
Payment Methods–For your convenience, we provide several payment alternatives. We accept most major credit cards and the Henry Schein Platinum Business Card. Please have your credit card number ready when placing your order. In addition, for qualifying customers, any order can be billed to your account. All invoices are payable within 30 days.
Open Accounts Receivable: All unpaid accounts receivable past 30 days are subject to a 1.5% finance charge.
ADDITIONAL TERMS AND CONDITIONS
All sales transactions shall be deemed to be fully negotiated, transacted and performed within the County of Bland, Commonwealth of Virginia, U.S.A. All sales transactions and sales agreements shall be governed by and construed according to the laws of the Commonwealth of Virginia. In the event of any dispute concerning a sales transaction or sales agreement, including, without limitation thereto, Customer’s obligation to pay for goods sold by Henry Schein, the proper forum for legal or equitable claims and/or proceedings shall be either the General District Court of Bland County, Virginia, USA, or the Circuit Court of Bland County, Virginia, U.S.A., and to this end, Henry Schein and Customer agree to subject themselves to the jurisdiction of said court in the event of any such dispute. Henry Schein hereby reserves the right to amend these Terms and Conditions at any time.
Returns Good Policy
If you have ordered or received a wrong product:
Call our customer service department at 1-877-344-3402 within 30 days of invoice date to receive a return authorization. The merchandise must be returned in its original unopened container, unmarked and properly packaged, along with a copy of your invoice and a description of the problem.
You will receive 100% credit for all products returned within 30 days of invoice date (except on exceptions noted.) For products returned after 30 days from invoice date, a 15% handling charge will apply.
Exceptions:
Federal Regulation Regarding Returns of Prescription Drugs:
The Prescription Drug Marketing Act(“PDMA”) 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 Support at 1-877-344-3402.
ADDENDUM TO RETURNED GOODS POLICY AND SHIPPING DOCUMENTS
In accordance with Internal Revenue Code Section 4132(b)(3), the manufacturer of vaccine products must establish that it has repaid or agreed to repay the amount of the federal excise tax to the ultimate purchaser of the vaccine before it may receive a credit or refund of excise tax paid on returned or destroyed products. In the event that Henry Schein's Customer is not the ultimate purchaser of the product, Henry Schein's Customer hereby certifies that all refunds of excise tax are, and shall be, paid to the ultimate purchaser of the product.
When a Participant utilizes a third party return goods company for the return of non-saleable inventory, Henry Schein will, subject to its standard terms and practices, work with such company to pass through credits to Participant with no handling charge imposed on Participant by Henry Schein
WARRANTIES: 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.
Terms of Sale may change without notice.
340b-8/16/21
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SCOPE These Legal Terms and Conditions apply to the entire Henry Schein Website and all portions of the site contained therein (excluding links to other Websites as provided below), including, but not limited to, the Henry Schein Corporate, Henry Schein Dental, Henry Schein Medical, Henry Schein Technology, and Henry Schein Worldwide portions of the company Website. These Legal Terms and Conditions shall apply to any future portions of the Henry Schein Website (excluding links to other Websites as provided below) unless otherwise stated.
USE OF THIS WEBSITE Use of this Website 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 Website 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 Website, you will not use the Website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Website in any manner that could damage, disable, overburden, or impair any Henry Schein server, or the network(s) connected to any Henry Schein server, or interfere with any other party's use and enjoyment of the Website. You may not attempt to gain unauthorized access to any computer systems or networks connected to any Henry Schein 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 Website. By using this website, you agree to abide by all restrictions set forth herein with respect to the access and use of this website and all information contained therein (the "website information"). Your use of the access credentials to this website is personal to you and such credentials may not be shared with or used by third parties. You will not permit any third-party to directly or indirectly access the website through your logon information. All website information is for your own personal use and may not be shared with third parties, even if they are analyzing such information for you. You may not transfer, redistribute, license or sublicense, copy, reverse-engineer, disassemble, attempt to derive the source code for, modify, or create derivative works of the website information. You may not either directly or through the use of any software, device, internet site, web-based service or other means download, stream capture, store in a database, archive sell, rent, lease, copy, lend, broadcast, transmit or otherwise disseminate, or distribute any part of the website information. Henry Schein reserves the right to revoke access to this website for any reason, including but not limited to any use in violation of these terms. Henry Schein makes no representation that the Website is appropriate or available for use in locations outside the United States, and accessing the Website from territories where such content is illegal is prohibited. Those who choose to access this Website 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 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 WEBSITES This Website may contain links to other Websites not owned or managed by Henry Schein or its affiliates. Henry Schein provides such links solely for the convenience of our visitors. Henry Schein 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. The inclusion of links to such sites does not imply approval or endorsement of the site by Henry Schein or any association with its operators. We urge you to read the terms of use policies on linked Websites before utilizing their products or services as Henry Schein is not responsible for these areas.
PROPRIETARY RIGHTS Copyrights. Henry Schein is the owner or licensee of all copyrights in and to the content on this Website, 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 Website; and (ii) the design, selection and arrangement of this Website. All rights reserved.
Unless otherwise specified, you are granted a personal, non-exclusive, non-transferable, limited right to access, use, and display this Website 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 Website 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 or its licensors. Henry Schein and its licensors reserve all rights not expressly granted to you. Use of the copyrightable material on this Website for any purpose not expressly authorized herein without the prior written permission of Henry Schein 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, VeriSign, Inc., or other third parties that have granted Henry Schein the right and license to use such Marks. Nothing contained on this Website should be construed as granting any license or right to use any such Marks without the written permission of Henry Schein 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 Website 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.
TYPOGRAPHICAL OR OTHER ERRORS While Henry Schein takes reasonable care and skill to provide information which is accurate and up to date when first included on the Website, typographical and other errors may nevertheless occur. Henry Schein 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 Website at any time without notice to you. While Henry Schein makes reasonable efforts to prevent unauthorized tampering with the Website, Henry Schein does not guarantee that its efforts will always be successful. Therefore, as set below, Henry Schein does not warranty that the Website materials will be error-free, and disclaims any liability for such errors.
DISCLAIMER OF WARRANTIES HENRY SCHEIN MAKES NO REPRESENTATION AS TO THE ACCURACY, TIMELINESS, OR COMPLETENESS OF THE WEBSITE MATERIALS OR ANY SOFTWARE INSTALLED BY YOU IN CONNECTION WITH THE USE OF THIS WEBSITE. HENRY SCHEIN PERIODICALLY AMENDS, CHANGES, ADDS, DELETES, UPDATES OR ALTERS THE INFORMATION, INCLUDING, WITHOUT LIMITATION, THE LEGAL TERMS AND CONDITIONS, AT THE WEBSITE WITHOUT NOTICE. FURTHER, HENRY SCHEIN ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE WEBSITE OR ANY SOFTWARE INSTALLED BY YOU IN CONNECTION WITH THE USE OF THIS WEBSITE. HENRY SCHEIN SPECIFICALLY DISCLAIMS ANY DUTY TO UPDATE THE INFORMATION ON THE WEBSITE. 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 makes no representation that the Website or its contents are appropriate for use in every country of the world. Your use of this Website is at your own risk and you are responsible for compliance with applicable local laws, keeping in mind that access to the Website 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 Website or any software application installed by you in connection with the use of this Website, is at your sole risk. While Henry Schein makes reasonable efforts to ensure the safety and functionality of our Website and any software applications associated with its Website, these efforts may fail and errors may occur. IN NO EVENT SHALL HENRY SCHEIN OR ANY OTHER PARTY INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE CONTENT OF THIS SITE OR ANY SOFTWARE APPLICATION ASSOCIATED WITH THIS WEBSITE 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 WEBSITE (OR THE CONTENT PROVIDED AT THIS WEBSITE ON ANY WEBSITE RELATED TO ANY THIRD PARTY), OR ANY SOFTWARE APPLICATION INSTALLED IN CONNECTION WITH THE USE OF THIS WEBSITE OR USERS' INABILITY TO USE THE CONTENT CONTAINED IN THIS WEBSITE (OR ANY OTHER WEBSITE), ON ANY THEORY OF LIABILITY. HENRY SCHEIN 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 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL HENRY SCHEIN'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 FOR ACCESSING THIS WEBSITE OR INSTALLING ANY SOFTWARE APPLICATION ASSOCIATED WITH THIS WEBSITE. 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 OR ANY OF ITS AFFILIATES, SERVICE PROVIDERS, OR BUSINESS PARTNERS AND AVAILABLE THROUGH HENRY SCHEIN'S WEBSITES 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," 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 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 Website.
TERMINATION Henry Schein shall have the right immediately to terminate this agreement with you and your use of the Website 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 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 Website, 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'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 with respect to this Website and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Henry Schein 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.
Last Updated: December 21, 2021