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Legal Terms & Conditions

Legal Terms & Conditions

TERMS AND CONDITIONS OF SALE


1 Definitions

In these Terms and Conditions of business the following meanings shall apply:-

"the Company" shall mean Henry Schein Limited, Unit 61a Longmile Centre, Longmile Road, Dublin 12, with VAT Number IE8232667A. The Company's email address is iesales@henryschein.ie.

"the Customer" shall mean any person or persons, firm or company who buys or agrees to buy goods from the Company

"the Goods" shall mean goods (or any part of them despatched by the Company to the Customer following an order made by the Customer by telephone or on the Website but shall not include capital equipment and/or digital equipment which is invoiced separately and governed by supplemental terms and conditions.

"the Website" shall mean the website with the url (www.henryschein.ie)

2 Conditions Applicable

2.1 These Terms and Conditions shall apply to and govern all contracts for the sale of Goods entered into by the Company to the exclusion of terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. All terms and conditions of the Customer or other terms and conditions or warranties whatsoever whether communicated before or after these Terms and Conditions are excluded from the contract or any variation thereof unless expressly accepted by the Company in writing, and the Customer's own terms and conditions shall not be regarded as a counter offer.

2.2 The images of the Goods on the Website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflect the colour of the Goods. Your Goods may vary slightly from those images.

2.3 These Terms and Conditions, and any contract between us, are only in the English language.

2.4 The exercise by the Company of any right pursuant to these Terms and Conditions shall be without prejudice to any other right available to it whether hereunder or under general law.

2.5 Customer shall inform the Company if at any time their license/registration expires and has not been renewed, or is limited, revoked, terminated, cancelled or no longer associated with the customer account.

3 The Order Process

3.1 Order by Telephone

(i) Where the Customer places an order to purchase Goods by telephone, the order constitutes an offer by the Customer to purchase the Goods in accordance with these Terms and Conditions.

(ii) The order shall only be deemed to be accepted when the Company confirms its acceptance.

3.2 Order by Website

(i) Where the Customer places the order on the Website, the Customer will receive an e-mail acknowledging receipt of the order. This does not mean that the Customer's order has been accepted.

(ii) The Company will confirm acceptance of the order by sending an e-mail to the Customer that confirms that the Goods have been dispatched (Dispatch Confirmation). The contract will only be formed when the Company sends the Dispatch Confirmation.

4 Delivery

4.1 Delivery dates and times specified by the Company are approximate only. Unless expressly agreed by the Company in writing, time for delivery is not and shall not be deemed to be of the essence of the contract. The Customer shall make all arrangements necessary to take delivery of Goods when they are delivered.

4.2 The Company shall not be liable for any delay in delivery of the Goods that is caused by a force majeure event or the Customer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods

4.3 If Goods are sold and delivered to the Customer in instalments each delivery shall constitute a separate contract, and failure by the Company to deliver any one or more of the instalments or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the contract as a whole as repudiated.

5 Cancelling Orders/Returned Goods

5.1 Goods which are not shown in the Company's catalogue in force at the time of order will only be accepted for return and credit by the Company when the Company have given prior authorisation. Orders for such Goods can only be cancelled prior to delivery to the Customer where the Company has yet to receive the Goods from the manufacturer. The Company reserves the right to raise a reasonable cancellation charge and to invoice the Customer for any cancellation charge levied by the manufacturer.

5.2 Without prejudice to clause 6, Goods which are shown in the Company's catalogue in force at the time of order will be accepted for return only upon the following conditions:

5.2.1 Returned Goods must be accompanied by the Customer's number, the number of the invoice upon which the Goods were supplied and full details of the reason for return. Goods will not be accepted for return and credit if the original invoice cannot be traced.

5.2.2 Goods returned must be in a condition suitable for re-sale, and inclusive of all original packaging, operating instructions, guarantee card and accessories.

5.2.3 Goods must be returned within 30 days of delivery to the Customer.

5.2.4 Returns received after 30 days from the date of invoice will incur a restocking charge to the value of 15% of the net price (as per invoice).

5.2.5 Where items are received by the Customer in an unusable condition, the Customer must notify the Company within 3 days of delivery. Thereafter, unless otherwise instructed, items must be returned in accordance with these conditions.

5.3 Goods which are damaged or lost in transit will not be credited by the Company as it is the Customer's responsibility to ensure that Goods are adequately packaged and labelled.

5.4 Upon receipt of returned Goods a credit will be provided at a sum equal to that which the Customer paid for the Goods.

6. Returned Pharmaceuticals

6.1 Notwithstanding clause 5 above, pharmaceuticals will only be accepted for return by the Company where the reason for return is one of the following:-

(i) to correct an error in delivery;

(ii) in response to a product or batch recall, instigated by a manufacturer;

(iii) where products or packages are alleged to be faulty.

6.2 In all cases of returns of pharmaceuticals, Goods must be returned by the Customer and received at Henry Schein premises within 5 days of the invoice date.

6.3 Customers are reminded that it is illegal to send contaminated goods through the post. Equipment containing mercury must be emptied before return. The details of the method used for sterilisation of items must accompany the returned item. The Company reserves the right not to handle items which do not meet these specific requirements.

7 The Price and Payment

7.1 The price to be paid by the Customer shall be the sum(s) shown by the Company's invoice(s). This price shall be based on the sum quoted to the Customer in the Company's price list in the catalogue or on the Website but the Company reserves the right to amend those prices at any time in its absolute discretion and to correct clerical errors or omissions.

7.2 The prices quoted in the Company's price list are in Euros (€). Due to fluctuations in currency exchange rates the Company reserves the right to alter prices charged to Customers outside Ireland. Unless otherwise specifically stated, all prices quoted by the Company are exclusive of Value Added Tax, which shall be due at the rate in force on the date of the Company's invoice to the Customer.

7.3 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer on any order with a value of less than €200.00 exclusive of any tax or duties in force at the date of despatch.

7.4 Orders placed with and sent directly from manufacturers will incur a carriage charge invoiced by the Company.

7.5 Payment of the price and VAT shall be due by the 20th day of the month following the date of the Company's invoice. Time for payment shall be of the essence and payment must be made without set-off or credit. Where the Customer wishes to make payment by credit card, full payment must be made at the time of the order.

7.6 The standard terms apply to purchases of consumables, supply of any spare or replacement parts and charges relating to site visits by service engineers. Payment terms for any items of equipment will be confirmed in the terms & conditions applicable to the order and supplied at the time of quotation. Any such payment terms stipulated will supersede any standard payment terms quoted on our invoices.

7.7 Where Goods are delivered in instalments the Company may invoice each instalment separately and the Customer shall pay such invoices in accordance with these Terms and Conditions.

7.8 If the Customer is in default in paying any sum by the due date for payment, the Company shall have the right to suspend all further deliveries until the default is made good and/or to cancel the contract so far as any Goods remain to be delivered thereunder. Additionally, payment for all Goods supplied to the Customer shall become immediately due and owing, whether previously invoiced or not.

7.9 In the event that the Customer fails to pay any monies by the due date for payment, the Company shall be entitled to charge interest at the rate of 2% per month or part month on the overdue amount from the due date to the date of actual payment, whether before or after judgement. The customer shall also indemnify the Company against expenditure on all costs of recovery including without limitation legal fees, costs and disbursements reasonably incurred. Any banking charges incurred by the Company in respect of dishonoured cheques will be payable by the Customer.

7.10 The Customer shall pay all amounts due under the contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Company may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Company against any amount payable by the Company to the Customer.

8 Discounts

8.1 All Discounts exclude VAT

8.2 Licensed products, small equipment, capital equipment, spare parts and oral hygiene products, typically purchased for resale, are excluded from all discount and rebate programmes unless specifically stated otherwise in writing.

8.3 DEHP products are excluded from discounts and rebates.

9 Title and Risk

9.1 The transfer of risk of damage to the goods shall take place at the moment when the customer takes delivery.

9.2 Title in the goods or any part thereof shall only pass to the Customer when payment in full for all goods whatsoever supplied and all services rendered at any time by the Company has been made.

9.3 The Customer shall permit so far as it is able and shall use its best endeavours to assist any officer, employee, representative or agent of the Company to enter onto any premises where the goods may from time to time be situate and to repossess the goods at any time prior to title passing to the Customer and until such time as title passes the Customer shall hold the goods as the Company's fiduciary agent and bailee.

10 Warranty

10.1 Other than as expressly provided in these Terms and Conditions and except where goods are sold or services provided to a person dealing as consumer within the meaning of that term under the Sale of Goods and Supply of Services Act 1980 all warranties, conditions or other terms implied by statute or common law, including for the avoidance of doubt those implied by Section 13 to Section 15 of the Sale of Goods Act 1893, are excluded to the fullest extent permissible by law.

10.2 Where Goods are supplied to the Company with the benefit of a warranty from their manufacturer that warranty will continue to apply to the Goods following sale to the Customer, whether Goods are sold individually or as a package. If alleged defects in Goods prove to have been caused by incorrect operation, cleaning or handling or other improper use, the Company reserves the right to charge for service calls to those Goods. In all other respects the Company will warrant replacement parts for the length of the manufacturer's warranty thereon, and labour for a period of 3 months.

10.3 The Customer shall be responsible for ensuring that all statutory governmental regulations, local authority regulations, operating instructions and safety precautions are complied with in relation to goods supplied by the Company.

10.4 Equipment and computer products that require installation and warranty/support services thereafter are subject to additional terms and conditions.

11 DATA PRIVACY

11.1 With respect to Customer's personal data (and where the Customer is a body corporate, personal data of the Customer's members, officers, employees, contractors and representatives), the Company may:

(i) process such personal data for the purposes of the provision of goods and services;

(ii) process such data for administration, product, sales and customer analysis, provision of sales and other support, promotion, marketing, risk assessment, and credit checking;

(iii) contact Customer (by mail, telephone, fax or email) for marketing purposes and specifically about other similar products and services offered by Company and its affiliates;

(iv) share such personal data with business partners, suppliers and sub-contractors for the performance of any contract the Company enters into with them or the Customer.

(v) share such personal data with credit reference agencies for the purpose of assessing your credit score where this is a condition of us entering into a contract with you.

(vi) transfer such data to suppliers and manufacturers of the Company in the provision of goods and services, for the purposes of enabling them to pay rebates and to help strengthen the business relationship between manufacturers, wholesalers, dental practices and pharmacists;

(vii) transfer data to the specific buying group of which the Customer is a member to enable it to act on Customer's behalf according to the terms of Customer's buying group arrangements;

(viii) in the event that it sells or buys any business or assets, disclose such personal data to the prospective seller or buyer of such business or assets;

(ix) in the event that the Company or substantially all of its assets are acquired by a third party, personal data held by it about its customers will be one of the transferred assets.

(x) if it is under a duty to disclose personal data in order to comply with any legal obligation, or in order to enforce or apply these Terms and Conditions and other agreements; or to protect the rights, property, or safety of the Company, our customers, or others. This includes exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction.

(xi) transfer, process and store such data at a destination outside the European Economic Area where it may be processed by staff of the Company, its affiliates and/or its suppliers for the purposes of 11.1(i) to 11.1(x) above;

11.2 The personal data that the Company collects from Customer may be transferred to, and stored at, a destination outside the European Economic Area ("EEA"). It may also be processed by staff operating outside the EEA who work for the Company or one of its suppliers. Such staff may be engaged in, among other things, the fulfilment of the Customer's order, the processing of payment details and the provision of support services. By submitting its personal data, the Customer agrees to this transfer, storing or processing.

11.2 Customers who do not wish us to process personal data for marketing purposes (as set out in 11.1(ii) and (iii) above) or who wish to amend or update their personal information should write to the Company's address. Please be aware that Company must hold certain relevant personal data to enable the Company and/or the third parties mentioned above to provide such services, or for other statutory requirements.

11.3 The Company will at all times comply with the Data Protection Acts 1988 and 2003 and any subsequent regulations relating to the protection of personal data. The Company undertakes to ensure that appropriate technical and organisational measures are adopted by Company against unauthorised or unlawful processing of personal data and against accidental loss or destruction, or misuse of, or damage to personal data.

11.4 Where you have consented, the Company may contact you by email to provide you with information about goods or services we feel may interest you. If you do not want us to use your data in this way, you have the right to ask us not to process your personal data for marketing purposes. You can exercise this right by clicking on the "unsubscribe box" in each marketing email we send you or at any time by contacting us at iesales@henryschein.ie or Maureen.hamilton@henryschein.com

12. Restriction of Liability

12.1 Nothing in these Conditions shall limit or exclude the Company's liability for any matter in respect of which it would be unlawful for the Company to exclude or restrict liability

12.2 Subject to clause 12.1:

(i) the Company shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of revenue, loss of goodwill, loss of reputation, loss of business, loss of opportunity or any indirect or consequential loss or damage howsoever caused arising under or in connection with the contract;

(ii) the Company's total liability to the Customer in respect of all other losses arising under or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed in aggregate the price of the Good(s) and/or services forming the subject of the claim or claims; and

(iii) no liability for any losses shall attach to the Company unless details of such losses are notified to the Company in writing within 7 days of the date of delivery of the goods, or the date of the event giving rise to such loss if it is not apparent upon the date of delivery. In cases of alleged shortages or breakages, claims must be notified to the Company within 3 days of despatch of the Goods by the Company. Alleged non-delivery of Goods must be notified in writing to the Company within 5 days of receipt of either the invoice for the Goods or a statement of account, whichever is the sooner.

12.3 For the avoidance of doubt, nothing in these Terms and Conditions shall confer on any third party any benefit or the right to enforce any term of these Terms and Conditions.

13 Severance

If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Terms and Conditions.

14 Waiver

A waiver of any right or remedy under these Terms and Conditions or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15 Applicable Law and Jurisdiction

These Terms and Conditions and the rights and obligations of the parties to the contract shall be governed, interpreted and construed solely in accordance with Irish law and the parties irrevocably submit to the exclusive jurisdiction of the Irish courts.

Customer shall inform [the company] if at any time their license/registration expires and has not been renewed, or is limited, revoked, terminated, cancelled or no longer associated with the customer account.

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FLYER/PROMOTION TERMS AND CONDITIONS OF SALE


Please note, sales calls may be recorded for training and monitoring purposes. Offers are valid for the dates shown on the special offer flyer. All prices exclude VAT and are subject to availability and cost increases. These offers cannot be used in conjunction with any other offer or discount. Medicinal products/offers contained within this flyer are not available to veterinarians, or to be administered to animals. PLEASE NOTE THAT Institutional accounts/Corporate Accounts/Special Markets Accounts are not eligible for gifts, free stock promotions, redemption offers OR point rewards programmes. Henry Schein Ireland reserves the right to correct clerical omissions and errors in all flyers. * All finance options shown are subject to status, availability and full credit approval. Monthly payments are subject to VAT at current rate. An arrangement fee may be charged with the first monthly payment. Full details available upon request from Henry Schein. Examples shown are not a formal offer of finance. Offers featured which relate to free stock are only available while stocks last.

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Legal Terms and Conditions


SCOPE
These Legal Terms and Conditions apply to the entire Henry Schein Web site and all portions of the site contained therein (excluding links to other Web sites as provided below), including, but not limited to, the Henry Schein Corporate, Henry Schein Dental, Henry Schein Ireland, Henry Schein Medical, Henry Schein Veterinary, Henry Schein Technology, and Henry Schein Worldwide portions of the company Web site. These Legal Terms and Conditions shall apply to any future portions of the Henry Schein Dental 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 server, or the network(s) connected to any Henry Schein server, or interfere with any other party's use and enjoyment of the Web site. You may not attempt to gain unauthorised 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 Web site. Henry Schein 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 of any unauthorised 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 Ireland 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 authorised 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 authorise 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. E-mail : 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 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 unauthorised 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 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 LEGAL TERMS AND CONDITIONS, 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 with the use of this Web site, is at your sole risk. While Henry Ireland 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 DENTALOR 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 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 DENTAL 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," "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 Ireland 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 its sole discretion that you have breached any of these Legal Terms and Conditions or otherwise been engaged in conduct which Henry Schein Ireland 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'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 Web 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 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.

MODERN SLAVERY & HUMAN TRAFFICKING STATEMENT

Introduction
This Slavery and Human Trafficking Statement is made pursuant to Section54 of the Modern Slavery Act 2015 and constitutes Henry Schein UK Holdings Limited's ("Henry Schein UK") slavery and human trafficking statement for the financial year ending 31 December 2016.

This Statement sets out the steps Henry Schein UK takes to understand and address any risk of slavery and human trafficking related to its business.

Our Organisation's Structure
Henry Schein UK, with its headquarters in Gillingham/Kent, is a wholly owned subsidiary of Henry Schein Inc., a FORTUNE 500® company and a member of the S&P 500® and NASDAQ 100® Indices. The Henry Schein group is the world's largest provider of health care products and services to office-based dental and medical practitioners. Henry Schein UK operates its business in its own name as well as through its subsidiaries. It has a well-developed system of internal authorities, controls and policies within the Group.

Our Supply Chains
Henry Schein UK has more than 500 active suppliers for health care products and components globally.

Our Policies
The global Henry Schein group, including Henry Schein UK, is dedicated to maintaining the highest ethical standards. The most fundamental principle of our Worldwide Business Standards is to "adhere to the legal and regulatory requirements that govern all aspects of our business, including the procurement, sale and distribution of our products". This applies to our own organization as well as to third parties that we work and cooperate with.

Our working practices and Human Resource policies commit Henry Schein UK to providing a workplace that is free from discrimination, intimidation, hostility, and violence.

In 2016 the global Henry Schein group, including Henry Schein UK, has adopted a Supplier Code of Conduct (the Code) which is being integrated into our quality system. The Code sets out our expectations of suppliers in relation to human rights. It expressly states that suppliers have to provide an environment where employment decisions are based on free choice and may not involve forced or prison labor, physical punishment or threats of violence or other forms of physical, sexual, psychological or verbal abuse as a method of discipline or control. The code prohibits child labour and demands adherence to the minimum employment age limit as defined by applicable laws.

Further Measures
While we do not see any risk of forced labour or child labour within our own organization, we are reviewing the language in our HR policies in order to reinforce our zero tolerance message on such issues. We also aim to further increase the awareness of our team members while interacting with Henry Schein business partners globally.

Currently we are not aware of any forced labour or child labour within our supply chain, but we are taking steps to identify, better understand and address any such potential risks.

For existing suppliers, Henry Schein UK has started a process to identify potential risk areas. This process was started by sending an electronic questionnaire to our suppliers requesting information in order to build transparency on this issue and to determine the level of social accountability and compliance within our supply chain.

For new suppliers, the requirements of the Code are being integrated into the initial supplier due diligence pack. Suppliers are expected to confirm in writing their adherence to the principles set forth in the Code.

Henry Schein UK is also committed to the establishment of Labor Standards Assurance (Management) System throughout direct operations and the parts of our supply chain, relevant to tender supply of UK National Health Service Supply Chain. We are audited to first level (currently preparing for external assessment for Level 2) from an accredited third party but our code of conduct and practice is measurable to the highest ethical standard. We are also committed to comply with all applicable national legal and relevant requirements and encourage our suppliers to adhere to similar principles.

Next Steps
In light of the Modern Slavery Act, we are assessing our interaction with suppliers and will review supplier responses to our questionnaires to continue to identify any areas of risk and concern. In the event that a real or potential risk is identified, we plan to commence supplier audits and we will seek to engage with any affected suppliers to address and eliminate any critical issues.

Modern Slavery Act

Brexit Statement

Last Updated: 9 February 2021

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