Last Updated August 25, 2025

These Terms Of Purchase (“General Terms”) apply to all Products and Services (as defined below) purchased through (i) the websites (“Sites”) operated by Medicive Oral Healthcare (“Medicive”); or (ii) using Medicive invoices or quotes that reference these General Terms, unless customer (“you” or “Customer”) has entered into a separate written agreement with Medicive for Products and Services (“Agreement”), in which case such Agreement shall govern. Each Customer purchasing Products and Services pursuant to these General Terms is required to accept the following General Terms.

PLEASE READ THESE GENERAL TERMS. YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREED TO BE BOUND BY THESE GENERAL TERMS. IF YOU ENTER INTO THESE GENERAL TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE GENERAL TERMS. MEDICIVE RESERVES THE RIGHT TO CHANGE THE GENERAL TERMS FROM TIME TO TIME AT ITS SOLE DISCRETION. IF MEDICIVE MAKES CHANGES TO THESE GENERAL TERMS, THE UPDATED GENERAL TERMS SHALL APPLY TO ALL PURCHASES AFTER THE EFFECTIVE DATE OF THE UPDATE.

1. Products

1.1. Product. From time to time, you may order dental supplies (“Supplies”) and/or equipment (“Equipment”) (Supplies and Equipment collectively referred to as “Products”) from Medicive. Medicive will supply such Products in accordance with these General Terms.

1.2. Risk of Loss. Title to and risk of loss of the Products will pass to you upon delivery of said Products to the shipping carrier (FOB Shipping Point).

1.3. Delivery Timeframes. Medicive will use commercially reasonable efforts to ship the Products within agreed upon timeframes, but does not guarantee availability or arrival date. Notwithstanding any other delivery terms set forth in these General Terms, Products that are drop shipped directly from the Product manufacturer are subject to the manufacturer’s shipping times and terms.

1.4. Small Orders. Medicive, in its sole discretion, may charge small order fees (currently $12.95 for orders of less than $150 of Products (with an additional charge of $1.50 for orders under $35), but are subject to change). If Medicive elects to waive small order fees for you, Medicive reserves the right to cease small order waivers upon providing thirty (30) days’ written notice to you.

1.5. Expedited Shipping. You may request expedited shipping, which Medicive will bill you at prevailing expedited shipping rates. Expedited shipping may not be available for some Products.

1.6. Hazardous Materials. You are responsible for and will pay all applicable fees for hazardous materials shipping, including any Carrier surcharges, which Medicive will bill you.

1.7. Weight Sensitive Items. There will be a shipping charge for weight sensitive items, such as lab stone.

2. Services

2.1. Services. Medicive will provide the services (“Services”) for the rates and at the location(s) as agreed upon.

2.2. Equipment. Any hardware, software, and/or other equipment associated with the Services may not be owned by Medicive, and, to such extent, Medicive has no responsibility for the maintenance, repair, proper function, and/or upgrades to any such equipment, except to the extent expressly agreed to by the parties. You represent that you have all necessary rights, licenses, or other permissions necessary for Medicive to provide the Services on any such hardware, software and/or other equipment.

3. Service Requests and Dispatch

3.1. Customer Cooperation. You will provide Medicive all data, information, and cooperation Medicive deems necessary for the performance of its Services obligations under these General Terms. You are responsible for providing a safe environment for Medicive to provide the Services. If you request equipment maintenance Services from Medicive, you must provide Medicive’s service technicians reasonable access to the equipment requiring repair. In the event that such access is not granted within one hour of the service technician’s arrival, Medicive may reschedule the Service (regardless of whether such Service is an ‘emergency’ request), and all time spent waiting for access to equipment will be billed at Medicive’s standard hourly rate.

3.2. Service Cancellation. Medicive will apply a cancellation fee in the event (i) you cancel Service; or (ii) Medicive personnel arrive on your premises and are informed that Service is no longer required.

3.3. Indemnification. Medicive will have no liability for your failure to comply with its obligations under Section 3.1. You agree to indemnify, defend and hold Medicive and its affiliates, and their respective officers, directors, employees, and agents harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys’ fees), arising out of any death, personal injury or property damage that occur during Medicive’s provision of the Services and are caused by the breach by you of its obligations under Section 3.1 and/or the acts or omissions of you or your agents or representatives. Your indemnification obligations do not apply to the extent any claim is caused by the negligence or willful misconduct of Medicive or its agents or representatives.

4. Limited Warranties and Disclaimers

4.1. Medicive Products. For Medicive private label Products (“Medicive Products”) only, Medicive represents and warrants for a period of thirty (30) days for large equipment (“Large Equipment”) and one hundred twenty (120) days for all other Medicive Products, from the date of the applicable invoice that the Medicive Products will materially conform with all written specifications provided with such Medicive Product unless otherwise indicated.

4.2. Third Party Products. All third party branded Products (“Third Party Products”) are subject to the original manufacturer’s warranty applicable to the Third Party Products, if any, to the extent such warranties may be passed through to you.

4.3. Other Products. All other Products are provided “AS IS” and Medicive disclaims all warranties, express or implied, for the Products.

4.4. No Other Warranties. The terms contained in Section 5 and warranties set forth in Sections 4.1 and 4.2 are your sole and exclusive remedy for any warranty claims related to any Products under these General Terms.

4.5. Services. Medicive warrants that it will provide all Services in a professional manner consistent with industry practices. In the event of any breach of this warranty for Services, your sole and exclusive remedy is for Medicive to reperform the Services without additional charge to you.

4.6. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 4, MEDICIVE EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS AND SERVICES PROVIDED HEREUNDER INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERRUPTION OF USE, AND/OR WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

5. Return Policy for Products

5.1. Medicive Products. You may return any Medicive Product(s) that do not materially conform to the warranty provided in Section 4.1 within (14) days for Large Equipment and (7) days for all other Medicive Products from the original invoice date. Medicive, at its option, will repair, provide credit or replacement Product(s) for any non-conforming Medicive Products returned by you within (14) days for Large Equipment and (7) days for all other Medicive Products from the applicable invoice and in its original non-damaged packaging.

5.2. Third Party Products. With respect to any Third Party Products purchased and returned by you under these General Terms, Medicive will issue full credit for the purchase price if the Third Party Products can, as determined by Medicive, be returned to stock and resold (i.e. the Third Party Product is not a special order; is in unopened packaging; is safe for resale; is not within (90) days of the expiration date; and is not broken or defective). For special orders, defective, or otherwise unsaleable Third-Party Products, Medicive will provide a credit to you only if the manufacturer approves and issues credit to Medicive. Any manufacturer restocking fee will be charged to you. Any Third-Party Product returned after (30) days from the invoice date will be credited less a Medicive restocking charge of (30%) percent, in addition to any manufacturer restock charge.

5.3. Return Shipping Charges. You will be responsible for shipping charges to return Products, including Medicive Products and Third-Party Products, to Medicive; provided, however, Medicive in its sole discretion and judgement may determine Medicive will be responsible for such shipping charges on returns.

6. Payment

6.1. Invoices. Unless otherwise provided for by the applicable Site (e.g., online payment accepted), Medicive will invoice you for the Products and Services. You will be deemed to accept all invoices submitted unless you notify Medicive of any dispute in writing within five (5) days of receipt of such invoice. You agree to pay all shipping, handling and other miscellaneous charges associated with such purchase. Medicive reserves the right to adjust pricing for all Products and Services based on cost increases, including those caused by tariffs.

6.2. Payment. Unless otherwise provided for by the applicable Site, payment for Supplies and Services is due on the 15th of the month following the month of purchase. Payment for Equipment is due upon receipt of an invoice. In the event you accept partial delivery, you shall make the corresponding payment. Medicive may charge one and one-half percent (1.5%) per month interest or such maximum amount as permitted by law, whichever is less, on any amounts not paid within a timely manner as specified in the relevant documentation.

6.3. Form of Payment. Unless otherwise provided for by the applicable Site, you must make all payments via ACH, wire transfer or check.

6.4. Taxes. Medicive’s fees and charges do not include any sales, use, excise or similar taxes, levies, or duties applicable to the Products and Services (“Taxes”), except taxes based upon Medicive’s net income. You are responsible for paying for all such Taxes. If Medicive has the legal obligation to pay or collect Taxes for which you are responsible, the appropriate amount must be promptly paid by you unless you provide Medicive either a valid and current tax exemption certificate or direct pay certificate, authorized by the appropriate taxing authority.

6.5. Updates to Payment Terms; Credit. Medicive, in its sole discretion, may modify the payment terms set forth in this Section 6, including the establishment of a credit limit for your purchase of Products and Services. You agree that Medicive may conduct credit checks on you. Medicive may require personal guarantees from owners, bank standby letters of credit or other instruments to establish a credit limit. Medicive reserves the right to limit or refuse credit for any reason at any time.

6.6. Suspension of Services. Medicive reserves the right to suspend or discontinue the provision of Products or Services to you in the event past-due amounts are in arrears or if Medicive has reason to believe that you will be unable to pay its obligations or in the event you are in violation of any of its obligations under these General Terms.

6.7. Enforcement. You agree that all legal fees and other costs incurred to enforce the terms of this Agreement, or to mitigate damages in the event of your breach, are recoverable by Medicive as an element of damages.

7. Limitations of Liability

7.1. IN NO EVENT WILL MEDICIVE BE RESPONSIBLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, OR ANY DIRECT OR INDIRECT LOSS OF PROFIT, REVENUE, DATA OR GOODWILL, WHETHER INCURRED OR SUFFERED AS A RESULT OF ANY ERRORS, DEFECTS OR NON-FUNCTIONING OF THE PRODUCTS OR SERVICES OR OTHERWISE, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF MEDICIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2. NOTWITHSTANDING ANYTHING CONTAINED IN THESE GENERAL TERMS TO THE CONTRARY, THE SOLE AND EXCLUSIVE REMEDY OF YOU IN ANY SITUATION, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, IS LIMITED TO YOUR ACTUAL AND DIRECT DAMAGES, WHICH IN NO EVENT WILL EXCEED THE AMOUNTS PAID BY YOU TO MEDICIVE FOR THE APPLICABLE PRODUCTS OR SERVICES WHICH GAVE RISE TO THE LIABILITY.

8. Confidentiality

Each Party (“Disclosing Party”) may provide the other Party (“Receiving Party”) with proprietary and confidential information of the Disclosing Party (collectively “Confidential Information”) which includes, but is not limited to, product information, technical data, and pricing information. Receiving Party agrees that it will use the Confidential Information of the Disclosing Party only as required to exercise its rights and obligations pursuant to these General Terms and will not disclose the Confidential Information during or after the termination of these General Terms to any third party without prior written approval from Disclosing Party. Receiving Party will return all Confidential Information to Disclosing Party upon demand and, in any event, upon termination of General Terms.

9. Miscellaneous

9.1. Entire Agreement. Other than if the parties have entered into an Agreement, which shall govern, these General Terms comprise the entire agreement and understanding of the parties concerning the subject matter herein and replace any and all previous agreements, understandings, representations, discussions or offers. No modification to these General Terms is effective unless reduced to writing and executed by both parties.

9.2. No Waiver. A waiver by either party of any of the terms or conditions of these General Terms at any time will not be deemed to be a waiver of such term or condition for the future or of any subsequent breach of these General Terms.

9.3. No Third-Party Beneficiaries. These General Terms are entered into solely for the mutual benefit of the parties hereto and no benefits, rights, duties, or obligations are intended or created as to any third parties.

9.4. Governing Law and Venue. These General Terms and all matters collateral hereto are governed by the laws of the State of New York without regard to its conflicts of law provisions. All suits, actions, or other proceedings must be brought only in Kings County, New York. You hereby consent to the exclusive jurisdiction of the state and Federal courts sitting in Kings County, New York.

9.5. Severability. In the event any provision of these General Terms is found to be invalid or unenforceable, the remainder of these General Terms shall be enforced as if such provision were not included herein.

9.6. Force Majeure. Medicive will not be liable for delays and/or defaults in its performance due to causes beyond its reasonable control, including but not limited to acts of God or of the public enemy; fire or explosion; flood; war; technology attacks; acts of terrorism; riots; embargoes; pandemic or epidemic; quarantine; strikes; lockouts; total or partial failure of transportation, utilities, delivery facilities, or supplies; acts or requests of any governmental authority; or any other cause beyond its reasonable control.

9.7. Regulatory. Medicive will not discriminate against any employee or applicant because of race, color, religion, sex, or national origin. Medicive Oral Healthcare is an authorized distributor of pharmaceuticals under the Drug Supply Chain Security Act (the “Act”). Medicive ensures that all covered pharmaceuticals are obtained from vendors who are also authorized under the Act, and which have provided Medicive with the transaction information required under the Act.

9.8. Effect of Termination. Upon expiration or termination of these General Terms, all amounts due hereunder will become immediately due and payable by you to Medicive. All provisions which by their nature should survive termination will survive termination.

9.9. Assignment. Neither these General Terms, nor any of the rights or obligations under these General Terms, may be assigned by you without the prior written consent of Medicive. Any attempted assignment without the necessary approval will be void. Medicive may assign these General Terms in whole or in part in connection with a merger or transfer of substantially all of its assets.

9.10. Notice. Where notice is required, such notice must be in writing and may be in person, sent by U.S. mail or by a nationally recognized overnight courier. Notice will be deemed delivered three (3) business days after deposit in the United States Mail, or one (1) day following delivery by overnight courier, or upon personal delivery.

9.11. Relationship of the Parties. These General Terms do not create a joint venture, partnership, or employment relationship between Medicive and you. Medicive is acting as an independent contractor for the provision of all Services.