In these Terms and Conditions of Trade:

“Goods” means all Stock and Equipment and other items sold by HS to the purchaser from time to time.

“HS” means Henry Schein Regional Limited trading as Henry Schein Dental.

“Indent Stock” means any Stock procured, ordered, imported, brought in or manufactured at the specific request of the purchaser.

“Stock” means all consumable items sold by HS to the purchaser from time to time.

“Equipment” means all tangible, non-consumable items sold by HS to the purchaser from time to time.

“Purchaser” means the purchaser of the Goods from HS.

All contracts for the supply of Goods and services by HS shall be governed by these Terms and Conditions of Trade, subject to any other special terms that may be notified to a purchaser relating to a particular purchase.

The price for the Goods will be the price specified by HS from time. HS may update any standard pricing or price list for the Goods at any time without notice to the purchaser. Pricing errors may be corrected at any time. All prices are in New Zealand dollars, unless otherwise specified by HS.

All prices quoted by HS for Goods to be supplied are exclusive of GST and freight and net of discounts and subject to supplies being available, unless otherwise specified.

Goods and Services Tax and any duty, revenue or other tax charges whatsoever relating to the Goods sold are to be paid by the purchaser in addition to the prices quoted or referred to.

HS reserves the right to charge the purchaser for freight on orders delivered to the purchaser’s nominated delivery address.

Orders should be placed direct with HS, Auckland, via mail, facsimile, telephone, Webshop or e-mail:

Toll Free: 0800 808 855

Post to: PO Box 101 140, NSMC, Albany, AUCKLAND

Free Fax: 0508 808 555

Email: orders@henryschein.co.nz

Website: www.henryschein.co.nz

HS will be entitled to refuse to accept any order for Goods for any reason, and will not be under any obligation to state a reason for such refusal.

While every effort has been made to ensure pricing accuracy, circumstances beyond our control including variances in supply costs and foreign exchange rates may affect our customer price. Please log-in to your Henry Schein online account to confirm the price prior to placing an order.

Once HS has confirmed acceptance of an order for Goods, a legally binding agreement for the supply of those Goods will exist. The purchaser may not cancel any legally binding order for Goods without HS’s written consent, which consent (if any) may be given on such terms as HS may determine at its sole discretion. HS may, for any reason and without any liability on its part, cancel any order for Goods before delivery of the Goods.

All payments for Stock and other Goods excluding Equipment supplied are to be made on the 20th of the month following the date of invoice. All payments for Equipment supplied are to be made 10 days following the date of the invoice. If the purchaser fails to pay in full on due date HS reserves the right to charge the purchaser interest at HS's bank overdraft interest rate plus 3 per cent calculated on a daily basis from the due date to the date of payment. In addition HS reserves the right to stop delivery of any further Goods to the purchaser and may also place a “stop credit” on the purchaser’s account so that all further orders for Goods must be paid in advance of delivery until such time as HS is satisfied that the purchaser no longer poses a credit risk.If HS incurs any costs or expenses by reason of the purchaser’s failure to pay any amount required to be paid to HS by the due date, the purchaser will reimburse HS for all costs and expenses that HS incurs in connection with any actions or proceedings for recovery of such amounts, including all reasonable accounting costs, attorney costs (on a solicitor and own client basis), court costs and debt collection costs.

Notwithstanding anything else contained or implied in these Terms and Conditions of Trade, the risk of loss, damage or deterioration to Goods is exclusively that of the purchaser from the time the Goods are delivered either to the address specified by the purchaser or upon pick up by the purchaser or its nominated carrier (where the purchaser arranges their own transport from the HS store).

Any delivery or lead times given by HS are estimates only, and HS will not be liable for failure to deliver the Goods within any estimate timeframe. Time for delivery will not be of the essence.

In the event of any delay by the purchaser in taking delivery of the Goods, HS will be entitled to charge the purchaser for HS’s reasonable costs incurred in storing the Goods.

HS is not liable to the purchaser for failure to deliver any Goods where such failure arises from or is a result of war or civil disturbances, strike, lock-out, fire, flood, adverse weather event, earthquake, or any other circumstances beyond HS’s control.

On delivery of the Goods, the purchaser shall check the quantity, quality and description of the Goods delivered against the description on the delivery slip(s) and the purchaser’s own order records, and shall notify HS of any alleged deficiency or irregularity in quantity, quality or description within 5 days from the date of delivery. Should such notice not be given within that time, the Goods actually delivered shall be deemed to be in accordance with the delivery slip and the purchaser’s own order records, and the purchaser shall not thereafter be entitled to make any claim or take any action in relation to any alleged deficiency in the quantity, quality and description of the Goods delivered and the purchaser shall not be entitled to claim that the Goods delivered were not those ordered by the purchaser.

If a purchaser wishes to return any Stock and receive a (partial) credit on the purchase price for that Stock, then they must first telephone the HS customer service centre within 5 days from the date of delivery and advise HS of the Stock they wish to return and the reason for its return. If HS so requests, proof of purchase must also be supplied by the purchaser.

If HS agrees to allow the return of Stock then HS will allocate an RMA reference number to the purchaser. HS will not credit the purchaser for any returned Stock that has not been issued an RMA number prior to the Stock leaving the purchaser’s premises. All Stock to be returned to HS must be safely and securely packed in solid cardboard boxes (not ‘bubble packs’ or any other type of soft packaging) by the purchaser, and must be returned in its undamaged, unmarked and original packaging, without any labelling or markings on the Stock and/or its original packaging which was not applied or approved by HS. The RMA number must be clearly identifiable on the carton when it is returned to HS. If any Stock is returned which does not meet these conditions then HS may (at its sole discretion) determine that no credit will be given for that Stock. If HS agrees to grant the purchaser a (partial) credit on any Stock returned then HS will determine (at its sole discretion) the amount of the credit or partial credit to be granted. If any (partial or full) credit is granted by HS then HS may deduct from that credit a charge in the sum of the greater of $10.00 or 20% of the original invoiced value of the Stock being credited.

Notwithstanding anything contained or implied above, HS will not accept for return, and will not grant any credit for, the following types of Stock:

- Indent Stock

- Stock given for which the purchaser was not invoiced (for example, Stock given as a free trial or a bonus item)

- Any Stock purchased in conjunction with a promotion where the customer also received a promotional item/gift and/or bonus Stock as part of the original purchase unless the promotional item/gift and/or bonus Stock are also returned.

- Opened Stock.

- Stock with less than 7 months shelf life and / or expired stock.

Due to manufacturing lead time some Stock has a restricted life span. Notwithstanding anything else contained or implied in these Terms and Conditions of Trade, the risk of loss due to expired Stock is exclusively that of the purchaser.

Prices may be subject to change without notice. If the price of any Goods change, no retrospective credit will be given to purchasers for any Goods purchased or Stock held.

1. The purchaser grants to HS a security interest (as defined in the PPSA) in all Goods supplied by HS to the purchaser and their proceeds and accessions to firstly secure payment of the purchase price of the Goods and secondly to secure payment of all outstanding debts and obligations of the purchaser to HS from time to time.
2. The purchaser agrees to execute any documents, provide all relevant information and cooperate fully with HS to ensure that HS has a preferred security interest in the personal property charged in (a) above and if applicable, a purchase money security interest.
3. The purchaser shall pay HS’s costs of any discharge or amendment of any Financing Statement.
4. The purchaser will supply HS within 2 business days of written request, copies of all documents granting security interests registered over the purchaser’s personal property. The purchaser authorizes HS as an agent to request any information from any secured party relating to any security interest which is held in any personal property which is or has been in the purchaser’s possession or control.
5. The purchaser will immediately notify HS in writing of any change in the purchaser’s name or other material identifying characteristics of either the purchaser or the Goods purchased.
6. Nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these Terms and Conditions of Trade. The purchaser waives their rights pursuant to sections 121, 125, 129, 131 and 132 of the PPSA and their rights to receive any verification statement relating to the security interests in the Goods.

Ownership in the Goods will remain vested in HS until the purchaser has made full payment for all Goods supplied by HS to the purchaser together with all interest and other moneys due. Until ownership has passed from HS to the purchaser then the following terms shall apply:

1. The purchaser will not use, sell or dispose of the Goods, except in the ordinary course of the purchaser’s business;
2. The purchaser shall be deemed to be a bailee of HS and acting in a fiduciary capacity in respect of any Goods supplied by HS and shall insure the Goods with the interest of HS noted;
3. The purchaser shall store the Goods in such a way and in such condition and place as to make it clear that they are owned by HS; and
4. The purchaser shall not under any circumstances mix the Goods with other personal property in any manner.

If the purchaser defaults in payment for the Goods, then subject to any contrary provision of the PPSA, HS shall have leave and license to enter upon any property occupied by the purchaser without notice in order to inspect, search for and remove the Goods and following removal, to resell the Goods and apply the proceeds to overdue amounts. HS shall not be liable to the purchaser or third party for the exercise of its rights under this clause and the purchaser indemnifies HS against all costs and claims in respect of HS’s rights exercised under this clause.

The purchaser acknowledges that the Goods are supplied for business purposes, and that accordingly the provisions of the Consumer Guarantees Act 1993 will not apply to any supply made pursuant to these Terms and Conditions of Trade.

Some of the Goods may be supplied with a written warranty. In the event of a defect in relation to any such Goods, the terms and conditions of the relevant written warranty will govern the rights, remedies and obligations of HS and the purchaser in connection with such defect.

The purchaser acknowledges that, except as expressly provided in these Terms and Conditions of Trade, HS gives no warranties in relation to the Goods, either express or implied, including but not limited to any implied warranties relating to quality, fitness for any particular purpose or ability to achieve a particular result. The purchaser acknowledges that it does not enter into these Terms and Conditions of Trade in reliance on any representation, warranty, term or condition except as expressly provided in these Terms and Conditions of Trade, and that all conditions, warranties or other terms implied by statute or common law are excluded from these Terms and Conditions of Trade to the fullest extent permitted by law.

In no event will HS be liable (whether in contract, tort, negligence or in any other way) to the purchaser for any: (a) loss of revenue or profit, loss of anticipated savings, loss of goodwill or opportunity, loss of production, loss or corruption of data or wasted management or staff time; or (b) loss, damage, cost or expense of any kind whatsoever that is indirect, consequential, or of a special nature; arising directly or indirectly from any Goods supplied by HS to the purchaser, even if HS had been advised of the possibility of such loss, damage, cost or expense, and even if such loss, damage, cost or expense was reasonably foreseeable by HS.

In no event will HS’s total liability under any claim of whatever nature arising directly or indirectly from the Goods supplied by HS to the purchaser exceed the price paid by the purchaser for the specific Goods to which the relevant claim relates.

The sale of the Goods by HS to the purchaser does not confer any right or licence to the purchaser to use or exploit in any way any intellectual property rights existing or relating to the Goods of which HS is the proprietor or to which HS is otherwise entitled.

Any conditions sought to be imposed the purchaser which are inconsistent with these Terms and Conditions of Trade are expressly excluded.

These Terms and Conditions of Trade embody the entire agreement of the parties in relation to the subject matter of these Terms and Conditions of Trade, and supersede all prior understandings, communications and representations between the parties, whether oral or written.

The purchaser may not assign, transfer, sub-license or sub-contract any of its rights or obligations under these Terms and Conditions of Trade, without first obtaining HS’s written consent. HS may at any time assign or transfer any or all of its rights or obligations under these Terms and Conditions of Trade without requiring the purchaser’s consent.

Failure to exercise, or delay in exercising, any right by HS, or the granting of time or any other indulgence to the purchaser shall not otherwise prejudice HS’s rights pursuant to these Terms and Conditions of Trade. Any waiver by HS of any breach by the purchaser shall not affect HS’s entitlement to exercise its rights at any future time.

HS reserves the right to alter or amend these Terms and Conditions of Trade at any time, without notice. The altered or amended terms will be effective from the date they are posted on the website www.henryschein.co.nz. The purchaser shall be deemed to have accepted any alteration and/or amendment if the purchaser orders any Goods after the date the altered or amended terms are posted on the website. No variation or counter offer of these Terms and Conditions of Trade or to any alteration and/or amendment HS may from time to time make to them will be accepted by HS.

If any provision of these Terms and Conditions of Trade is held to be illegal or invalid, it shall be deemed deleted to the same extent and effect as if it had never been incorporated in these Terms and Conditions of Trade. All other provisions shall continue in force.

These Terms and Conditions of Trade will be governed by and construed in accordance with the laws of New Zealand, and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.