Henry Schein, Inc. and the vendor subscriber agree that the terms and conditions hereinafter set forth shall govern the relationship between Henry Schein and the vendor. By registering for access to this vendor portal, you accept and agree to be bound by these terms and conditions.

You acknowledge that you are a current employee of the vendor and that the vendor has authorized your access to this vendor portal. You agree that the information that you provide to us on registration and at all other times will be true, accurate, current and complete. You also agree that you will ensure that this information is kept accurate and up to date at all times.

Legal Notices

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

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 WEB SITES
This Web site may contain links to other Web sites 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 Web sites 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 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 or its licensors. Henry Schein 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 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 Web site 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 Web site by you and all information provided by you in any manner consistent with our Privacy Policy. Click here to read our privacy statement, which is incorporated into these 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 Web site, 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 Web site at any time without notice to you. While Henry Schein makes reasonable efforts to prevent unauthorized tampering with the Web site, Henry Schein does not guarantee that its efforts will always be successful. Therefore, as set below, Henry Schein does not warranty that the Web site 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 HENRY SCHEIN 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 PERIODICALLY AMENDS, CHANGES, ADDS, DELETES, UPDATES OR ALTERS THE INFORMATION, INCLUDING, WITHOUT LIMITATION, THE TERMS OF USE, AT THE WEB SITE WITHOUT NOTICE. FURTHER, HENRY SCHEIN 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 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 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 Web site or any software application installed by you in connection Use of the Henry Schein 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 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 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 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 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 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.

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 Web site.

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

CHOICE OF LAW AND FORUM
These 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 New York, New York shall have exclusive jurisdiction over all claims and actions arising out of or relating to these 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 Terms and Conditions and of any notice given in electronic form will be admissible in judicial or administrative proceedings relating to these 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 Terms and Conditions constitute the entire agreement between you and Henry Schein with respect to this site 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 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 PURCHASE AGREEMENT
"HSI" means Henry Schein, Inc., a Delaware corporation, or, in the case of Orders issued by and in the name of a subsidiary or affiliate thereof, "HSI" shall mean only such subsidiary or affiliate. Henry Schein is an equal opportunity employer and federal contractor or subcontractor. Consequently, the parties agree that, as applicable, they will abide by the requirements of 41 CFR 60-1.4(a), 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a) and that these laws are incorporated herein by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. The parties also agree that, as applicable, they will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws.

Last Updated: April, 2019