Please read the following important terms and conditions before you buy anything on our website and check that they contain everything you want and nothing that you are not willing to agree to.
General
These Terms and Conditions of Sale (hereinafter referred to as “Conditions”) shall govern Mindray`s sale, the purchase and use by the Customer, of the Products, as defined below, through Mindray e-commerce site and shall not apply to any other Mindray sale for the Products and/or any other products or service by means outside of this e-commerce site.
If you buy Mindray Products on our site you agree to be legally bound by these Conditions. The Products available on this e-commerce site are for healthcare professionals only. For the purpose of these Conditions “healthcare professionals” means healthcare professionals, organisations, companies and traders acting for trade, business or profession purposes (whether acting personally or through another person acting in their name or on their behalf) who want to purchase the Products for their own clinical, diagnostic, scientific and/or professional use.
Customer must obtain all necessary permits, licenses or approvals to receive and operate the Products.
The Products available on this e-commerce site are not for “consumers”. For the purpose of these Conditions, “consumer” means an individual acting for purposes which are wholly or mainly outside that individual’s trade, business or profession.
These Conditions are only available in English. No other languages will apply to these Conditions.
When buying any Products on our site you also agree to be legally bound by:
(i) our website terms and conditions and any documents referred to in them;
(ii) Mindray Privacy Notice and any documents referred to in them.
(iii) Any Product or Service warranty documentation available on the e-commerce site.
1. Definitions
In these Conditions, unless the context requires otherwise:
1.2.1 a reference to “affiliate” means a company which, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, a party. For this purpose, “control” means the direct or indirect ownership of in aggregate fifty percent (50%) or more of voting capital.
1.2.2 a reference to a “company” includes any company, corporation or other body corporate, wherever and however incorporated or established;
1.2.3 a reference to “Contract” includes these Conditions, the Order, order confirmation and their respective schedules, appendices and annexes (if any);
1.2.4 a reference to “Customer” means the person, firm, company or other organization who or which has ordered Products and/or Services from Mindray;
1.2.5 a reference to “Mindray” means Mindray Medical Netherlands B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands registered with the Dutch Trade Register under number 34280223 whose registered address is Drs.W.van Royenstraat 8, 3871 AN Hoevelaken, the Netherlands, VAT no. NL818324788B01;
1.2.6 a reference to a “party” includes that party’s personal representatives, successors and permitted assigns;
1.2.7 a reference to “Product” means all electronic equipment, hardware and other electronic or mechanical items agreed to be supplied by Mindray under this Contract, excluding any items sold separately;
1.2.8 a reference to “Services” means all advice given and services performed by Mindray under this Contract;
1.2.9 words in the singular include the plural and vice versa;
1.2.10 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.2.11 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form.
1.2.12 a reference to “you” and “we” means respectively the Customer and Mindray. Expressions like “yours”, “ours” shall be interpreted accordingly.
2. Application of these conditions
2.1 These Conditions apply to and form part of the Contract between Mindray and the Customer. They supersede any previously issued terms and conditions of purchase or supply.
2.2 No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document, including terms and conditions applied by means outside the website shall form part of the Contract.
2.3 No variation of these Conditions or to an Order or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of Mindray and the Customer respectively.
2.4 Each order by the Customer to Mindray shall be an offer to purchase Products and/or Services subject to the Contract including these Conditions (“Order”).
2.5 Mindray may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Product and/or Services shall arise, until the earlier of:
2.5.1 Mindray’s written acceptance of the Order; or
2.5.2 Mindray performing the supply or notifying the Customer that the supply is ready to be performed (as the case may be).
2.5.3 The Products are dispatched to you.
2.6 We may contact you to say that we do not accept your Order. This is typically for the following reasons:
(i) the Products are unavailable;
(ii) we cannot authorise your payment;
(iii) you are not allowed to buy the Products (if you are under the age of 18);
(iv) we are not allowed to sell the Products to you;
(v) there has been a mistake on the pricing or description of the Products.
3. Products
3.1 Mindray warrants that the Products shall meet Mindray’s specifications at the time of delivery. All Products must be registered and activated within ninety (90) days of receipt; any applicable warranty period will be calculated from the date of such registration and activation. Otherwise, any applicable warranty period will be calculated from the delivery date of the Products. Mindray’s sole liability and Customer’s exclusive remedy for a breach of this warranty is limited to repair, replacement or refund at the sole discretion of Mindray. Products of its own manufacture are warranted to be free of defects in workmanship or materials under normal usage for the period specified in the warranty document and any claim shall be submitted in writing within any applicable period.
3.2 Mindray shall have no liability under any applicable warranty in respect of any defect in the Products arising from: specifications or materials supplied by the Customer; fair wear and tear; wilful damage or negligence of the Customer or its employees or agents; abnormal working conditions at the Customer's premises; failure to maintain the site in accordance with Mindray’s pre-installation requirements; failure to comply with Mindray's user manual or use restrictions, or other instructions (whether oral or in writing); misuse or alteration or repair of the Products without Mindray's approval. If any of the exclusions set out in this section apply, Mindray reserves the right to charge the Customer for repairing such defect at Mindray’s then current pricelist.
3.3 To the maximum extent permitted by applicable law Mindray hereby expressly disclaims, and Customer hereby expressly waives, any warranty regarding results obtained through the use of the Products, including without limitation any claim of inaccurate, invalid, or incomplete results. All other warranties, representations, terms and conditions (statutory, express, implied or otherwise) as to quality, condition, description, merchantability, fitness for purpose or non-infringement (except for the implied warranty of title) are hereby expressly excluded.
3.4 While we try to make sure that:
all weights, sizes and measurements set out on the site are as accurate as possible, there may be a small tolerance in such weights, sizes and measurements; and
the colours of our Products are displayed accurately on the site, the actual colours that you see on your device may vary depending on the device that you use.
3.5 Please inspect your Order upon delivery and contact us immediately, no later than 5 working days, if the item shows defects reasonably discoverable on careful examination or is damaged or if you receive the wrong item, so that we can evaluate the issue and make it right. Mindray’s sole obligation shall be, at its discretion, to replace or repair any defective Products or refund the purchase price of any undelivered Products.
3.6 Mindray reserves the right to make any change in the specifications of the Products, which does not materially affect the installation, performance or price thereof.
3.7 When you place an order on this site please ensure you read and check your Order carefully before submitting it. You will be able to correct any errors before submitting your Order to us.
3.8 When you place your Order at the end of the online checkout process, we may acknowledge it by email. This acknowledgement does not, however, mean that your order has been accepted by us.
3.9 In relation to any Products used for clinical or diagnostic purposes, the Customer shall keep adequate written records of the identity of any person or entity to whom the Products are transferred and of the location of such Products and shall procure that any purchaser of such Products is subject to the same requirement in respect of any onward sales.
3.10 With respect to certain Products, use restrictions are a condition of the purchase which the Customer must satisfy by strictly abiding by the restriction as set forth in Mindray's catalogue and/or on the Product and/or in accompanying documentation. The Customer is solely liable to ensure compliance with any regulatory requirements related to the Customer's use of the Products. Any warranty granted by Mindray to the Customer shall be deemed void if any Products covered by such warranty are used for any purpose not permitted hereunder. In addition, the Customer shall indemnify Mindray and hold Mindray harmless from and against any and all claims, damages, losses, costs, expenses and other liability of whatever nature that Mindray suffers or incurs by reason of any such unintended use.
With respect to Products regulatory approved for clinical and medical treatment and diagnostic use, any decisions relating to such treatment and use shall be at the risk of the Customer and the respective healthcare providers.
3.11 The Customer shall ensure that:
(i) the Products (provided such Products comply with their specifications) are suitable and safe for the Customer’s intended use;
(ii) the Products are handled in a safe manner.
(iii) containers, packaging, labelling, equipment and vehicles, where provided by the Customer, comply with all relevant national and international safety regulations.
3.12 Unless a separate software license agreement has been concluded concerning the software installed in the Products (“Software”), the Customer is hereby granted a non-exclusive license to use such Software solely for its own internal business purposes subject to the terms contained herein. The Customer shall not (i) use the Software for purposes other than those for which it was designed; (ii) use the Software in connection with other manufacturers' products unless such connectivity is authorized in the Product documentation; (iii) grant, assign, transfer, or otherwise make available to third parties any right whatsoever in such Software; (iv) disclose to third parties any information contained in the Software; (v) copy or reproduce the Software; (vi) alter or modify the Software.
In the event of any inconsistency between these Conditions and any Product or Service warranty document available on the e-commerce website the latter shall prevail.
4. Price
4.1 The price for the Products shall be as set out in the Order (the “Price”). In all other cases, Prices payable are those currently in effect in Mindray´s then current pricelist as shown on the e-commerce site.
4.2 The Prices are exclusive of:
4.2.1 any insurance, and all other related charges, duties or taxes which are not included in the Price, and
4.2.2 VAT (or equivalent sales tax).
4.3 If we cancel your Order for any reason whatsoever or the Products are returned to us in accordance with the terms set out in these Conditions we will make the reimbursement of the Price without undue delay and not later than 30 days after the day we received back from you any Products supplied and the Products are still in conditions reasonably acceptable to Mindray.
4.4 Any reimbursement due to you will be made using the same means of payment as you used for the initial of transaction.
5. Delivery
5.1 We may use other service providers to deliver our Products. During the online checkout process, you will be provided with the relevant information on delivery costs. The estimated date for delivery of the Products is set out in the Order confirmation.
5.2 Delivery time: Orders shall be processed within a maximum of five (5) working days following receipt of the Order. Delivery shall occur within three (3) to five (5) working days, depending on the destination area. Therefore, the total delivery time (i.e. including the processing of the order and the delivery) shall be between eight (8) to ten (10) working days. In the event of a stock shortage preventing order processing within five (5) working days, Mindray will contact the Customer to provide an estimated processing time.
5.3 Shipment: Unless otherwise specified, Products shall be shipped via DHL Economy with free of charge. Customers will receive a DHL tracking number by email following shipment.
5.4 Incoterms: Delivery shall be made in accordance with DAP (Delivered At Place) terms.
5.5 Delivery will take place at the address specified by you when you placed your Order with Mindray. It is your responsibility to ensure that the selected shipping country matches the country indicated for tax purposes. Delivery is available exclusively in the following countries: Czech Republic, Estonia, France (excluding overseas territories), Germany, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Slovakia, Spain (excluding Canary Islands), Sweden.
5.6 Where delivery of any Product requires an export license or other authorization before shipment, Mindray shall not be responsible for any delay in delivery due to delay in, or refusal of, such license or authorization.
5.7 We will use all reasonable endeavours to avoid delay in delivery on the notified delivery dates. Failure to deliver by the specified date will not be a sufficient cause for cancellation, nor will Mindray be liable for any loss or damage due to delay in delivery.
5.8 Unless you and we agree otherwise, if we cannot deliver your Products within 30 days of the date of your Order confirmation, we will:
(i) let you know;
(ii) cancel your order; and
(iii) give you a refund.
5.9 You are responsible for the Products once they have been delivered to the address specified by you when you placed your Order with us. In other words, the risk in the Products passes to you when you take, or a third party notified by you takes, possession of the Products.
6. Payment
6.1 Unless otherwise agreed in writing, the Customer shall make payment to Mindray in full, without any set-off:
(i) solely via electronic funds transfer originating from Customer’s bank account or credit, debit cards held in the country of Customer’s principal place of business.
(ii) pre-payment is the only payment term accepted.
6.2 In the event of payments invalidly processed or revoked, Mindray reserves the right:
(i) to suspend deliveries and/or cancel any of its outstanding obligations under these Conditions; and
(ii) to charge interest at the lower of (a) an annual rate equal to twelve (12) % and (b) any applicable maximum statutory rate on all unpaid amounts calculated on a day to day basis until the actual date of payment.
6.3 We may accept most of the credit cards and debit cards. We do not accept cash or cheques.
6.4 We will do all that we reasonably can to ensure that all of the information you give us when paying for the Products is secure by using a secure payment mechanism. However, in the absence of gross negligence on our part, any failure by us to comply with this Contract or our Privacy Policy or breach by us of our duties under applicable laws, we will not be legally responsible to you for any loss that you may suffer if a third party gains unauthorised access to any information that you give us.
6.5 All payments by credit card or debit card may need to be authorised by the relevant card issuer.
If your payment is not received by us and you have already received the Products, you must:
(i) pay for such Products as soon as possible and in any case within 7 days; or
(ii) return them to us as soon as possible and in any case within 7 days.
If so, you must keep the Products in your possession, take reasonable care of them (including ensuring that you follow any instructions or manuals given with the Products), keep them in the original undamaged box and not use them before you return them to us.
7. Your privacy and personal information
Our Privacy Policy is available on this site https://shop.mindray.com/pages/privacy-policy.
7.1 Your privacy and personal information are important to us. Any personal information that you provide to us will be dealt with in line with our Privacy Policy, which explains what personal information we collect from you, how and why we collect, store, use and share such information, your rights in relation to your personal information and how to contact us and supervisory authorities if you have a query or complaint about the use of your personal information.
7.2 Where Mindray may process patient personal data stored in the Products when performing Services, the following provisions shall apply:
(i) The Customer has the sole and exclusive authority to determine the purposes and means of the processing of patient personal data by Mindray. Mindray shall process such personal data only for the purposes of providing the Services in accordance with the Customer’s instructions.
(ii) The Customer shall limit the disclosure of patient personal data to Mindray to that reasonably necessary to perform the Services.
(iii) Mindray shall keep patient personal data confidential and shall implement technical and organizational measures to protect it against accidental unlawful or unauthorized destruction, loss, alteration, disclosure or access.
7.3 Prior to returning any Product or equipment to Mindray, the Customer shall decontaminate it and ensure that all personal data, including but not limited to patient personal data stored in such equipment is deleted. The Customer acknowledges that, in any case, all data and settings stored in the returned equipment may be deleted by Mindray.
7.4 Prior to and during the Contract, the Customer may provide Mindray with personal data relating to its personnel or other individuals involved in the use of the Products or Services. The Customer consents to the processing of this personal data by Mindray, its affiliates and their respective suppliers, and shall, to the extent legally required, provide appropriate notice to each individual or obtain requisite consent to such processing of his or her personal data for the following specific purposes: (i) performing the Contract; (ii) providing information about Mindray products and services; (iii) transferring personal data as specified in these Conditions and (iv) satisfying legal or regulatory requirements.
7.5 Mindray may transfer personal data relating to patients, the Customer’s personnel or other individuals involved in the use of Products and Services to recipients, including affiliates belonging to the same group, located in countries outside of the European Economic Area and to the extent the Customer is the data controller of such data, the Customer will (1) provide appropriate notice to the relevant individuals, (2) obtain any requisite consent, (3) provide individuals with applicable choices with respect to the use, disclosure or other processing of their personal data, and (4) provide individuals with the opportunity to exercise their right to access their personal data. Mindray has taken steps to provide adequate protection with respect to personal data sent outside of the European Economic Area, including Standard Contractual Clauses, data transfer agreements, as may be required to support the lawful transfer of personal data.
8. EXPORT CONTROL
8.1 The Customer shall not, directly or indirectly, export the Products to any destination or country or to any individual or entity or for any activity or end-use restricted or prohibited by United States Export Administration Regulations, United States Office of Foreign Asset Control Sanction Program and any similar applicable regulations and laws, unless properly authorized by the appropriate government authorities.
8.2 The Customer undertakes not to export the Products without the requisite export license from the relevant body or authority. The requirement to obtain a license may vary depending on the country of destination, the end user, the end use and other factors.
9. Intellectual Property Rights
All intellectual property rights in the Products, Software and/or Services shall at all times remain vested in Mindray or its licensors.
10. Exchange, Return & Refund Policy
10.1 Unless the Products are faulty pursuant to the terms contained in these Conditions, Orders cannot be cancelled by you and Products may only be returned in accordance with Mindray instructions on its e-commerce site or otherwise with prior authorization from Mindray.
10.2 To be eligible for a return, the Products must be in the same condition that you received it, unworn or unused, with tags, and in its original packaging. You’ll also need the receipt or proof of purchase.
10.3 In cases where returns are authorized by Mindray (“authorised return”) through ecommerce@mindray.com, the Products must be shipped freight prepaid to Mindray Medical Netherlands B.V., Drs. W. van Royenstraat 14, 3871 AN Hoevelaken, the Netherlands, within seven (7) days of receiving such authorization. Mindray shall bear no responsibility for any loss or damage incurred during transit.
10.4 Upon receipt of authorised return in intact condition, Mindray shall send a confirmation email via ecommerce@mindray.com, and the Customer shall be entitled to a full refund to the original payment method within fourteen (14) working days.
10.5 Following receipt of Orders, all issues including but not limited to incorrect materials, missing parts, or malfunctioning Products, shall be addressed by Mindray's service team. Further details are available on this site https://shop.mindray.com/pages/warranty-policy.
11. Limitation on our liability
11.1 Subject to any express obligation to indemnify, Mindray shall not be liable for any indirect or consequential, or punitive damages of any kind from any cause arising out of the sale, installation, use or inability to use any Product or Service, nor for, without limitation, loss of profits, goodwill or business interruption.
Except for any legal responsibility that we cannot exclude in law, we are not legally responsible for any:
(i) losses that were not foreseeable to you and us when the contract was formed;
(ii) losses that were not caused by any breach on our part.
11.2 Mindray`s aggregate liability for any damage and loss claimed under this Contract shall not exceed the price actually paid by you for Products and/or services bought under such Contract.
11.3 Except where a claim arises as a direct result of the negligence or breach of contract of Mindray, the Customer shall indemnify Mindray in respect of any claim which may be made against Mindray or its affiliates:
(i) arising in connection with the Customer’s unintended use of the Products;
(ii) alleging that the Customer´s use of the Products infringes the intellectual property rights of any third party.
12. FORCE MAJEURE
Mindray shall not be liable in respect of the non-performance of any of its obligations under this Contract to the extent such performance is prevented by any circumstances beyond its reasonable control including but not limited to, strikes, labour disputes of any kind, fire, flood, explosion, natural catastrophe, military operations, blockade, sabotage, revolution, riot, civil commotion, war or civil war, acts or threats of terrorism, plant breakdown, computer or other equipment failure.
13. GOVERMNING LAW AND DISPUTES
13.1 We will try to resolve any disputes with you quickly and efficiently. If you are unhappy with the Products you ordered, our Service to you or any other matter, please contact us as soon as possible using the contact details set out at the top of this page.
13.2 The laws of The Netherlands apply to this Contract and the parties hereby submit any dispute arising from this Contract to the non-exclusive jurisdiction of the competent court in Amsterdam, The Netherlands, although if you are resident elsewhere you may retain the benefit of any mandatory protections given to you by the laws of that country.