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.
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SCOPE. PLEASE READ THESE WEBSITE TERMS OF USE CAREFULLY. THESE WEBSITE TERMS OF USE (“TERMS”) MAY HAVE CHANGED SINCE YOUR LAST USE OF OUR SERVICE OR VISIT TO THE SITE. BY USING OUR SERVICES OR VISTING OUR SITE, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, THEN DO NOT USE OUR SERVICES OR THE SITE.
Henry Schein, Inc. (“HSI”) provides this and other website features, applications and other products and services to you when you visit or shop at one of our websites, 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 HSI website and our marketplace (“Sites”), use HSI applications for mobile or use software provided by HSI in connection with any of the foregoing (collectively, “Services”).
These Terms apply to each Service and Site and all portions contained therein (excluding links to other websites as provided below). These Terms shall apply to any future portions of the Services and Sites (excluding links to other websites as provided below) unless otherwise stated.
USE OF THE SERVICES AND SITES. By using the Services or visiting the Sites, you agree, on behalf of yourself and others who use any Service or Site under your account, that these Terms govern our relationship, to the extent that the parties do not otherwise have a written agreement in effect that conflicts with these Terms. You also agree to the following conditions. Using the Services or visiting the Sites is subject to applicable laws.
MODIFICATIONS. We reserve the right, at our sole discretion, to change, modify, update, add to or revise these Terms, in whole or in part, at any time. Those changes will be effective when posted on the Service or Site, or on the effective date specified in such updated Terms. Please check the Terms periodically for changes. Your use of or access to the Services or Site following any changes becoming effective constitutes your acceptance of those changes and agreement to be bound thereby. If you object to any such changes, you may not continue to use or access the Services or Site and any part thereof and your sole recourse will be to stop using the Services or Site.
We reserve the right to make changes, updates, or modifications to the Services or Sites at any time for any reason without notice to you.
YOUR CONDUCT AND RESPONSIBILITIES. As a condition of your use of the Services and Sites, you will not, and will not encourage or assist any third party to, do any of the following:
(a) use the Services or Sites for any purpose that is unlawful or prohibited by these terms, conditions and notices;
(b) use the Services or Sites in any manner that could or encourage others to harm, disrupt, damage, disable, overburden or impair any HSI server, or the network(s) connected to any HSI server, or interfere with the Services or Sites any other party's use and enjoyment of the Services or Sites;
(c) attempt to gain unauthorized access to any computer systems or networks connected to any HSI server or other systems, through hacking, password mining or any other means;
(d) obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services or Sites;
(e) permit any third-party to directly or indirectly access the Services or Sites through your logon information;
(f) transfer, redistribute, license or sublicense, copy, reverse-engineer, disassemble, attempt to derive the source code for, modify or create derivative works of the information contained in the Services or Sites;
(g) 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 information contained in the Services or Sites;
(h) misrepresent your identity, impersonate any person or attempt to gain access to or illegally track any account, user, device, system or network related to the Services or Sites;
(i) use the Services or Sites to publish, post, share, copy, store, backup or distribute material protected by intellectual property rights of a third party unless you own or have necessary rights to such material;
(j) use the Services or Sites to train artificial intelligence or any engineered or machine-based system that is designed to operate with varying levels of autonomy and that can, for explicit or implicit objectives, generate outputs such as predictions, recommendations or decisions that influence physical or virtual environments, including generative models that can learn from inputs and create new outputs, such as text, images, audio or video; and facial or speech recognition or detection technology;
(k) use the Services or Sites to publish, post, share, copy, store, backup or distribute material that contains viruses, Trojan horses, worms, corrupted files or any other similar software that may damage the operation of the Services or Sites or another person's device or property;
(l) violate, circumvent or attempt to violate or circumvent any security measures employed by us; access or attempt to access data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorized to access; attempt to scan or test the vulnerability of our servers, system or network or attempt to breach our data security or authentication procedures; attempt to interfere with the Services or Sites by any means including, without limitation, hacking our servers or systems, submitting a virus, overloading, mail-bombing or crashing;
(m) alter or modify any disabling mechanism which may be included in Services or Sites;
(n) collect or attempt to collect personal data, or any other kind of information about other users, including through spidering or scraping;
(o) lease, rent, sell, transfer, distribute, re-license or sublicense the Services or Sites or use them or permit their use in a time-sharing arrangement, or
(p) remove or alter any proprietary notices (e.g., copyright, trademark notices, legends, etc.) from the Services or Sites.
Your use of the access credentials to the Services or Sites is personal to you and such credentials may not be shared with or used by third parties. All information contained in the Services or Sites is for your own personal use and may not be shared with third parties, even if they are analyzing such information for you. HSI reserves the right to revoke access to the Services or Sites for any reason, including but not limited to any use in violation of these terms. HSI makes no representation that the Services or Sites are appropriate or available for use in locations outside the United States, and accessing the Services or Sites from territories where such content is illegal is prohibited. Those who choose to access the Services or Sites 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 HSI in writing of any unauthorized use, loss or theft of your password or user name or any other breach of security and promptly change your password; and (b) to ensure that you exit from your account at the end of each session. It is your responsibility to safeguard your devices used to access or use the Services or Sites. The Services may use data received or obtained from your device or any applications thereon. You are solely responsible for any additional device usage fees, including without limitation fees for accessing the internet and transmitting data over a wireless carrier network.
LINKS TO OTHER WEBSITES. The Services or Sites may contain links to other websites not owned or managed by HSI or its affiliates. HSI provides such links solely for the convenience of our visitors. HSI 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 HSI. The inclusion of links to such sites does not imply approval or endorsement of the site by HSI 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 HSI is not responsible for these areas.
PROPRIETARY RIGHTS.
Copyrights. HSI is the exclusive owner or licensee of all content and copyrights in and to the content available through any Service or Site, including without limitation: (i) all materials, documentation, text, data, graphics, graphs, charts, buttons, button icons, photographs, videos, typefaces, music, sounds, HTML code, logos, images, audio clips, digital downloads, data compilations, software and interfaces; and (ii) the design, selection and arrangement of the Services and Sites. All rights reserved.
Unless otherwise specified and subject to and expressly conditioned upon your compliance with these Terms, HSI grants you a personal, non-exclusive, non-transferable, non-assignable limited, revocable right to access, use, and display the Services and this Site. Specifically, you are granted permission to view or download a single copy of the material on the Services or Sites solely to access our Services or Sites, 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 HSI or its licensors. HSI and its licensors reserve all rights not expressly granted to you. Use of the copyrightable material on the Services or Sites for any purpose not expressly authorized herein without the prior written permission of HSI or its licensors is forbidden.
Trademarks. All trademarks, service marks, trade names, logos, graphics, page headers, button icons, scripts, service names and other designations (collectively the "Marks") are the sole property, trademarks or trade dress of HSI in the United States and other countries, VeriSign, Inc. or other third parties that have granted HSI the right and license to use such Marks. Nothing contained on the Services or Site should be construed as granting any license or right to use any such Marks without the written permission of HSI or such third party that may own the Marks. The Marks may not be used in connection with any product or service that is not HSI's, in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits HSI. All other Marks not owned by HSI that appear in any Service or Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by HSI.
Your Information. We reserve the right, and you authorize us, to use and freely assign all information regarding the use of the Services and Sites 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 Terms by reference. HSI is free to use any comments, suggestions, recommendations and other feedback, including without limitation with respect to modifications, enhancements and improvements, (“Feedback”) you provide with respect to the Services or Sites for any purpose, without obligation. By submitting Feedback to us, you agree that you have the right to provide Feedback to us and that you hereby agree to grant HSI an irrevocable, worldwide, perpetual, royalty-free license to use the Feedback for any purpose, including without limitation to incorporate any such Feedback into the Services or Sites.
TYPOGRAPHICAL OR OTHER ERRORS. While HSI takes reasonable care and skill to provide information which is accurate and up to date when first included on the Services and Sites, typographical and other errors may nevertheless occur. HSI 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 the Services or Sites at any time without notice to you. While HSI makes reasonable efforts to prevent unauthorized tampering with the Services and Sites, HSI does not guarantee that its efforts will always be successful. Therefore, as set below, HSI does not warranty that the Services or Site materials will be error-free, and disclaims any liability for such errors.
DISCLAIMER OF WARRANTIES. HSI MAKES NO REPRESENTATION AS TO THE ACCURACY, TIMELINESS OR COMPLETENESS OF THE SERVICES OR SITES. FURTHER, HSI ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE SERVICES OR SITES. HSI SPECIFICALLY DISCLAIMS ANY DUTY TO UPDATE THE INFORMATION ON THE SERVICES OR SITES. YOU ARE RESPONSIBLE FOR VERIFYING ALL INFORMATION LOCATED IN THE SERVICES OR ON THIS SITE.
ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SERVICES OR SITES ("CONTENT") ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CONTENT IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, AS TO ANY MATTER WHATSOEVER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, NON-INFRINGEMENT AND TITLE.
HSI makes no representation that the Services or Sites or the Content are appropriate for use in every country of the world. Your use of the Services and Sites is at your own risk and you are responsible for compliance with applicable local, state, national and foreign laws, rules and regulations, keeping in mind that access to the Services or Sites 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. In that event, those warranties are limited to the minimum warranty period permitted by applicable law.
LIMITATION OF LIABILITY. Use of the Services or Sites is at your sole risk. While HSI makes reasonable efforts to ensure the safety and functionality of our Services and Sites, these efforts may fail and errors may occur. IN NO EVENT SHALL HSI OR ANY OTHER PARTY INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE CONTENT OF THE SERVICES OR SITES 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 THE SERVICES OR SITES (OR THE CONTENT PROVIDED IN THE SERVICES OR SITES RELATED TO ANY THIRD PARTY) OR USERS' INABILITY TO USE THE CONTENT CONTAINED IN THE SERVICES OR SITES (OR ANY OTHER WEBSITE), ON ANY THEORY OF LIABILITY. HSI WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED BY OR ARISING FROM YOUR RELIANCE ON THE CONTENT OF THE SERVICES OR SITES. THESE WAIVERS APPLY EVEN IF HSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL HSI'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 THE SERVICES OR SITES. 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 TERMS 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 HSI OR ANY OF ITS AFFILIATES, SERVICE PROVIDERS OR BUSINESS PARTNERS AND AVAILABLE THROUGH THE SERVICES OR 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 SERVICES OR SITES 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. HSI 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. HSI CAUTIONS THAT THESE FACTORS MAY NOT BE EXHAUSTIVE AND THAT MANY OF THESE FACTORS ARE BEYOND HSI'S ABILITY TO CONTROL OR PREDICT. ACCORDINGLY, FORWARD-LOOKING STATEMENTS SHOULD NOT BE RELIED UPON AS A PREDICTION OF ACTUAL RESULTS. HSI UNDERTAKES NO DUTY AND HAS NO OBLIGATION TO UPDATE FORWARD-LOOKING STATEMENTS.
INDEMNIFICATION BY USER. To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless HSI and its affiliates, parents, subsidiaries and their respective employees, agents, contractors, officers, directors, representatives, licensees, authorized designees, successors and assigns from all liabilities, claims, actions, costs, fees, damages and expenses, including without limitation attorneys' fees and costs, that arise from your use, misuse of the Services or Sites, your breach of these Terms and any activity related to your account. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. This provision shall remain in full force and effect notwithstanding any termination or cancellation of your use of or access to the Services or Sites. We will provide you with notification of any such claim or demand that is subject to your indemnification obligation.
TERMINATION. HSI may immediately suspend or terminate these Terms and your use of the Services or Sites, or any portion thereof, such as discontinuing the availability of the Services or Sites on a particular device, at any time and without notice to you. For example, we may suspend or terminate your access to or use of the Services or Sites for the actual or suspected violation of these Terms. If, in our determination, the suspension might be indefinite or we have elected to terminate your access to the Services or Sites, we may use reasonable efforts to notify you.
CHOICE OF LAW. These Terms 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.
ARBITRATION. All Claims (as defined below) related to or arising under or relating to these Terms (except for Claims for non-payment of amounts due to HSI for the sale of products) 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.
WAIVER. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
FORCE MAJEURE. We will not be liable to you for any delay, interruption or other failure to perform under these Terms due to acts beyond our reasonable control, including without limitation natural disasters, wars, riots, terrorist activities, ransomware attacks, internet service disruptions, providers and other third parties, pandemics, explosions and fires, strikes and labor disputes, governmental decrees and other acts beyond our reasonable control.
ASSIGNMENT. We may assign or transfer these Terms or our rights and obligations under these Terms, in whole or in part, to any third party at any time without notice. You may not assign or transfer these Terms or any of your rights and obligations, in whole or in part, without our prior written consent, and any attempt by you to do so will be invalid and void.
INDEPENDENT CONTRACTORS; THIRD PARTY BENEFICIARIES. You and we are independent contractors, and nothing in these Terms creates a partnership, employment relationship or agency. There are no third-party beneficiaries of these Terms.
RULES OF CONSTRUCTION. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of these Terms.
ELECTRONIC COMMUNICATIONS AND NOTICES. From time to time we may need to get in touch with you regarding the Terms, the Services, the Sites and/or other matters related to your accounts thereon. We may provide information to you by email using the email address you provided to us when you opened your account. You consent to receive communications from us electronically. If you do not agree to receive notices regarding the Services by email, you must not use the Services. Notices emailed to you will be deemed received by you when the email is sent by us. We do not accept any liability or responsibility for emails or other electronic communications that are filtered, intercepted, lost, or not received. You agree that all disclosures, notices, agreements, and other communications you receive from us electronically satisfy any legal requirement for such communications to be in writing. You may be required to have certain hardware and software to access and retain such communications, which is your sole responsibility. You may provide legal notices to us by registered mail, return receipt requested, to the following address:
Henry Schein, Inc. 135 Duryea Road Melville, NY 11747 Tel. 800.472.4346
SURVIVAL. The following provisions shall remain in full force and effect notwithstanding any termination of your use of the Services or Sites: USE OF THE SERVICES AND SITES, PROPRIETARY RIGHTS, MODIFICATION OF THE SERVICE, MODIFICATION, TERMINATION, YOUR CONDUCT AND RESPONSIBILITIES, GOVERNING LAW, ARBITRATION, DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY and INDEMNIFICATION BY USER.
Last Updated: January 3, 2025