Terms of Sale

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.

Payment Method
Payment required by 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.

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

Open Accounts Receivable:
All unpaid accounts receivable past due are subject to a 1.5% finance charge.

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.”) Added to Delivery Terms section in first column. 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.

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.

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.

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.
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.

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.

RETURNS: A return authorization number must be received prior to returning any merchandise.
Returned products must have been purchased within the previous thirty (30) days.

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:
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. For current information, go to www.henryschein.com/legalterms. Den TDSC-10/21/20-6.