Terms of service of the website of Henry Schein Hong Kong Limited
1.This website (including the Online Store) (“Website”) is operated by Henry Schein Hong Kong Limited. Throughout the Website, the terms “HSHK”, “we”, “us” and “our” refer to Henry Schein Hong Kong Limited. HSHK offers within this Website, including, without limitation, all information, tools and services available to you conditional upon your acceptance of all terms, conditions, policies and notices stated herein.
2.By visiting our Website and/or purchasing products from us through our Website, you engage in our services and agree to be bound by the following terms and conditions (“Terms of Service”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the Website, including, without limitation, users who are browsers, vendors, customers, merchants, and/or contributors of content.
3.Please read these Terms of Service carefully before accessing or using our Website. By accessing or using any part of the Website, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of these Terms of Service, you are required to stop obtaining access to the Website or to use any service offered herein. We reserve the right to update, change or replace all or any part of these Terms of Service by posting updates and/or changes to our Website which shall become effective upon such posting. It is your responsibility to check this page periodically for changes on these Terms of Service. Your continued use of or access to the Website following the posting of any amendment, revision or modification by us constitutes acceptance of those amendment, revision or modification.
4.Any new features or tools which are added to the Website or the Online Store shall also be subject to these Terms of Service.
5.In these Terms of Service, the following words shall have the meanings set out below unless the context otherwise requires:
“Customer”, “user” or “you” means the individual, corporation or legal entity who enters into these Terms of Service;
“Online Store” or “Store” means the online e-commerce platform of HSHK hosted on Shopify Inc., which allows HSHK to sell the Products;
“Offline Orders” means orders from you to HSHK directly for purpose of the Products otherwise than through the Online Store; and
“Products” means all dental, medical, and animal healthcare products produced by
HSHK with Henry Schein Private Label or by international manufacturers, except or where otherwise specified, that are listed on our website.
6.The headings used in these Terms of Service are included for convenience only and will not limit or otherwise affect these Terms.
8. For privacy issues, please contact our data protection officer at email@example.com. We commit to reply to your emails within 10 days from the date of receipt of the same.
9.By using our services, you can be connected to various dental and medical and animal healthcare products of the highest industrial standard. Our role is to provide a one-stop shop for you to purchase those high-quality products at a reasonable price.
10.You acknowledge and agree that we do not provide any services other than those stipulated above. In particular, although you are entering into a sale and purchase agreement with us, you understand that some Products (except those under our brand) are in fact manufactured by various manufacturers, not us. We take no responsibility to the quality of those Products.
11.You are required to register with us before you place an order for the Products.
12. By registering with us through our Website or the Online Store, you confirm your acceptance to all terms and conditions set out in these Terms of Service. By agreeing to these Terms of Service, you represent that:
(a) you have attained an age of majority under the laws of Hong Kong (for individuals);
(b) your action is duly authorized by your board of directors or through other legal means which is specified under the relevant law or constitutional documents of your company, and all purchases made by you through the Website shall be within the scope of your authority to conclude contracts (for corporations).
13.If you register as a professional customer with the submission of approved dental or medical practitioner license by the Hong Kong government, you are making a statement that you are licensed to utilize, administer, operated such dental and medical products and or equipment that requires such license.
14. You further represent to us that:
(a) you have provided true, accurate, current and complete information about yourself when filling out our registration form; and
(b) you have maintained and will promptly update your registration information to keep it true, accurate, current and complete. If we have reasonable grounds to suspect that any information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your registration.
Placing an order
15. After registration, you may make purchases of the Products at any time by logging in the Online Store. After log-in, you may place the Products you want to the basket designated in the Online Store from time to time.
16. Upon completion of your purchase, you are required to check-out the basket and confirm the details by following the instructions on the Online Store. It should be specifically noted that once you confirm the purchase by clicking the check-out button, you have made an irrevocable offer to us and we may accept at any time after checking our stock. No variation or cancellation is available to you with respect to the said purchase.
17. You may wish to check and confirm the delivery address and contact details every time before you check-out and make a purchase. An inaccurate or incomplete delivery address or contact details may delay the delivery of the Products and may incur extra costs. If we or our partners made a delivery to a wrong address provided by you, all costs associated thereto shall be borne by you.
18. We will come back to you on whether we accept your purchase, usually within 2 Hong Kong business days from the date of your purchase.
19.We reserve the right to refuse any order you place with us. We may, at our sole discretion, limit or cancel quantities purchased per person, per account, per household or per order. In the event that we make a change to or cancel your order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made.
20.We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
21. If the Product you purchased needs special licence or approval, we may from time to time request you to provide the same before confirmation of the order.
22. We strive to provide you with the Products from all around the World with the highest quality at a reasonable price.
23.Except Henry Schein Private Label or where otherwise specified, you acknowledge that we are not the manufacturer of the Products (“Third Party Products”). Our responsibility to the Third Party Products shall be limited to distribution, fulfilment and after sale services if you order through Henry Schein Hong Kong.
24.Our Online Store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our Products and to provide our Services to you.
25.Certain Products or Services may be exclusively provided through the Website or our Online Store. These Products or Services may have limited quantities and are subject to return only according to our Return Policy. Please see “Return Policy” below for more information.
26.We reserve our rights to:
(a) limit the sales of our Products to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis;
(b) limit the quantities of any Products that we offer at any time;
(c) discontinue the provisions of any Products at any time. We shall in no event be liable to you for any modification, price change, suspension or discontinuance of the Products; and
(d) Refuse or cancelany order at our sole discretion without assigning reasons thereto.
27.We do not warrant that the quality of any Products, information, or other material purchased or obtained by you will meet your expectations.
28. All descriptive specifications, illustrations, drawings, data,dimensions and weights of any Product supplied by us or otherwise contained in catalogues, price lists, and advertising or in other printed material (whether in paper form, on this website, on our Online Store or otherwise) (“Materials”) shall be for general illustration purposes only and shall in no event be relied upon by you. You hereby acknowledge and confirm that you shall in no event rely on such representations in any manner. Any reliance on the Materials shall be at your own risk.
29.We shall use all reasonable commercial endeavors to ensure the accuracy of the content of the Materials but gives no warranties and makes no representations, express or implied, statutory or otherwise regarding the accuracy, quality or completeness of the content of the Materials or its fitness for any purpose and we exclude any liability relating to it. We do not accept responsibility for loss suffered as a result of reliance by you upon the accuracy of information contained in the Materials.
30.This Website and our Online Store may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We may, but are not under any obligation to, from time to time modify the contents of this Website and our Online Store. You agree that it is your responsibility to monitor changes to our website and our Online Store.
31.We shall use all reasonable commercial endeavors to ensure the accuracy of the pricing information contained in the Website and the Online Store but we give no warranties, express or implied, statutory or otherwise regarding the accuracy of such information.
32.The price of the Products set out in the Online Store or the Website are for illustration only and shall be subject to change from time to time without notice. You are reminded not to rely on the pricing information provided on the Online Store or the Website.
33.The price charged of the Products will in most cases be the price in effect at the time your order is placed and will be indicated on the invoices provided by us to you upon delivery of such Products. In the event that there is any error in the pricing, we will inform you on the correct price and you may choose to continue with the order or cancel the order at the time upon our notification.
34. We may, on top of the price of the Products, charge delivery and handling fees on your account. Such fees shall be based on the distance and volume/weight of the Products to be delivered. We will advise you the delivery and handling fee in the invoice.
35. For the sake of clarity, all invoices shall be confirmed upon physical delivery of the Products and you may need to affix your company chop and sign for acceptance of delivery and the invoiced amount as specified in the invoice.
Discounts, promotion/coupon codes and coupons
36.We may from time to time give discounts, conduct promotions to our selected customers like you. As such, we may offer you with promotion/coupon codes and/or coupons.
37.Promotion/coupon codes and coupons offered by us shall only be applicable for one-off purchase at the Website subject to special terms and conditions as listed on them.
38.As a general rule, the promotion/coupon codes and coupons shall in no event be refundable or redeemable for cash. Any unused amount in such codes or coupons shall be forfeited upon expiry. In the event that any order from you is cancelled or is eligible for refund, the promotion/coupon codes and coupons shall be forfeited upon cancellation or refund (as the case may be) without compensation from us.
39.We reserve the right to terminate or vary the above offers at any time without notice. In the event of any dispute, our decision shall be final and conclusive.
40.Any discount or rebate shall only be applicable when available and shall be subject to change without notice.
41. We shall provide an invoice to you atany time upon delivery of the Products. We reserve the right to issue amended invoices in the case of a genuine error on its part in such invoices.
42.Upon signature of the invoice by you or any person appearing to act on your behalf, you shall be deemed to have accepted delivery of the Product in accordance with your order (or any part thereof, as specified in such invoice).
43. Payment shall be due within  business days ofthe date of each invoice and shall be made without set-off or credit. If the outstanding invoiced amount (or any part thereof) are not paid in full when due, we may, without limiting our other rights:
(a) charge interest on such sums at a rate of [1.5%] per calendar month calculated from the due date and accruing monthly thereafter until the date of payment;
(b) 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 there under; and/or
(c) require payment for all goods supplied to you to immediately become due and owing, whether previously invoiced or not.
44.For professional dental and medical accounts registered with us, our usual offline payment and credit terms shall apply and shall be subject to change from time to time.
45.You shall reimburse and indemnify us from and against all expenses, costs and disbursements incurred by us in pursuing the debt including all reasonably charged legal costs on an “indemnity” basis and the fees charged to us by any debt recovery agency.
46.Any banking charges incurred by us in respect of dishonoured cheques shall be borne by you.
47.Delivery of the Products shall be deemed to have taken place when:
- (a) you take possession of the Products at our designated address;
(b) the Products are delivered by us or our nominated carrier to your reported delivery address; or
(c) your nominated carrier takes possession of the Products, in which event the carrier will be deemed to be your agent.
48.Delivery of the Products shall in no event be refused by you after our acceptance of an order. You shall make all necessary arrangements to accept delivery of the Products at your reported delivery address. For the sake of clarity, if your reported delivery address is a third party address, acceptance by such third party shall be deemed to be acceptance by you.
49.In the event that you are (or your designated third party is) unable to accept delivery of the Products as arranged, we shall be entitled to charge all reasonable costs and expenses for demurrage, storage and redelivery.
50.We shall in no event be liable for any loss or damage or expense arising from failure or delay to deliver the Products to you.
51.We will only accept return of the Products in any of the following scenarios:
(a) to correct an error in quantity, defect, incorrect specification, or where the Product(s) is/are not in accordance with your order;
(b) where the Product(s) is/are alleged to be damaged or faulty before delivery;
(c) in response to a Product or batch recall, instigated by a manufacturer.
We will not accept return of the Products in any other scenario, such as wrongful order made by you, or other circumstances beyond our control.
52.You are reminded to inspect and check all Products upon arrival, and if there is any error in quantity, defect, incorrect specification, damage, fault or that the Products are not in accordance with your order, you must notify us in writing within 3 days from the date of arrival. You shall be responsible to check if the Products are delivered according to your order before any use. On the expiry of the aforesaid 3 days period or upon your use/open the package of any Product (whichever is earlier), you shall be deemed to have accepted such Product and such Product is deemed to be free from any defect or damage at delivery.
53.You are reminded not to return any of the Products without first informing us pursuant to the mechanism specified in this section. Returned Products may only be considered valid if they are unmarked, in a saleable condition and must include the original packaging, accessories, delivery document and invoice.
54.No credit or replacement will be given by us unless and until the Products so returned have been verified by us as being valid. We reserve the right to recover all our costs where the returned Products are considered not valid for return at our sole and absolute discretion. Returned Products must be returned to our designated address (which will be advised in the confirmation email for return of such Product).
55.All freight, handling and other charges in relation to the return of the Products (other than Products not ordered or found to be defective) shall be on your account. If we consider that we shall be responsible for such charges, we shall notify you in writing in advance. We may elect to collect the Products from you or to nominate our own carrier to handle.
56.As an alternative to making purchase through the Online Store, you may also choose to make Offline Orders. The terms in these Terms of Service shall be equally applicable to Offline Orders you placed as if such orders are placed through the Online Store after registration through the procedure set out in paragraphs 11 to 14.
Our representations and warranties
57.You acknowledge and accept that our role is to provide a platform for you to purchase the Products in an efficient and cost-effective manner. We only provide the services stipulated in section 9 above. We undertake no other services.
58.Our services and all information, content, materials, products (including software) and other services included on or otherwise made available to you through our services are provided by us on an “as-is” and “as-available” basis unless otherwise specified in writing. We make no representation or warranty of any kind, express or implied, as to the operation of our services, or the information, content, materials, products (including software) or other services included on or otherwise made available to you through our services unless otherwise specified in writing. You expressly agree that your use of our services is at your own risk.
59.We may from time to time post photos of the Products in the Website or the Online Store. Such photos are for reference only and shall in no event be considered as a description of the Products for the purpose of the Trade Description Ordinance.
60.You acknowledge and agree that your use of or reliance upon our Website and the Online Store, and any content, goods, products or services accessed or obtained therein is at your sole risk and discretion.
61.We do not, and shall in no event be liable for any issues in relation to delivery of the Products, including wrong delivery, late delivery and no delivery and so forth.
62.To the extent permitted by law, we (including its employees, directors, agents, representatives, affiliates and parent company) exclude all liability (whether arising in contract, in negligence or otherwise) for loss or damage which you or any third party may incur in connection with our Website, the Online Store, our services, and any other website and any content or material posted on it. Your exclusive remedy with respect to your use of our services is to discontinue your use of our services.
63.We, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, licensors, licensees, representatives and service providers shall not be liable for any indirect, special, incidental, consequential, or exemplary damages arising from your use of our services or for any other claim related in any way to your use of our services or the Products. These exclusions for indirect, special, consequential, and exemplary damages include, without limitation, damages for lost profits, lost data, loss of goodwill, work stoppage, computer failure, or malfunction,
or any other commercial damages or losses, even if we, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, licensors, licensees, representatives and service providers have been advised of the possibility thereof and regardless of the legal or equitable theory upon which the claim is based.
64.Our maximum liability for all claims by you shall be limited to the invoiced amount in the order in question.
65.Occasionally there may be information on our Website or in the Online Store that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve our right to correct any such errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on the Website or the Online Store at any time without prior notice (which shall include the situation when you have submitted your order). We however undertake no obligation to update, amend or clarify information on the Website and the Online Store, including without limitation, pricing information, except as otherwise required by law.
66.We do not guarantee, represent or warrant that your use of the Website or the Online Store will be uninterrupted, timely, secure or error-free. You agree that from time to time we may cancel, remove or suspend the services provided by us through the Website or the Online Store for indefinite periods of time at any time without notice.
67.You shall indemnify us and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, licensees, representatives, service providers, subcontractors, suppliers, interns and employees (each an “Indemnified Party”) and keep each of the Indemnified Parties fully indemnified from and against all its direct, indirect and consequential losses, damages, liabilities, costs (including legal costs and other reasonable costs and expenses), claims, demands, actions or proceedings suffered and/or incurred by the Purchaser in the course of its business and as a consequence of or otherwise in connection with any default, breach or failure of you to comply with any of the provisions of, or perform any of its obligations under, these Terms of Service or your improper use of our Website, the Online Store or our services.
Your representations and warranties
68. You hereby represent and warrant to us that you will use the services provided by us for your own but not on behalf of any third party.
69.You may not use our Products for any illegal purpose nor may you, in the use of our services, violate any applicable law, regulation, directives or generally accepted practices or guidelines from time to time issued by any regulatory authority in your jurisdiction. You must not transmit any worms or viruses or any code of a destructive nature to the Website or the Online Store.
70.You shall in no event reproduce, duplicate, copy, sell, resell or exploit any portion of our services or the Products, use of our services, or access to our services or any contact on the Website or the Online Store, without express written consent by us.
71.In addition to all other restrictions set out in the Terms of Service, you are prohibited from using the Website or the Online Store:
(a) for any unlawful purpose;
(b) to solicit others to perform or participate in any unlawful acts;
(c) to violate any international or local, rules, laws, or ordinances;
(d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others;
(e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
(f) to submit false or misleading information;
(g) to upload or transmit viruses or any other type of malicious code that may be used in any way that will affect the functionality or operation of our services or of any related website, other websites, or the Internet;
(h) to collect or track the personal information of others;
(i) to spam, phish, pharm, pretext, spider, crawl, or scrape;
(j) for any obscene or immoral purpose;
(k) to interfere with or circumvent the security features of our services or any related website, other websites, or the Internet.
72.We may provide you with access to third-party tools on the website over which we neither monitor nor have any control or input.
73.You acknowledge that we provide access to such tools “as is” and “as available” and we disclaim all warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
74.Any use by you of optional tools offered through the website is entirely at your own risk and discretion and you should ensure that you are familiar with and accept the terms on which tools are provided by the relevant third-party provider(s).
Third party links
75.Certain content, products and services available via our services may include materials from third-parties.
76.Third-party links on the Website or the Online Store may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
77.We shall in no event be liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction.
78.Complaints, claims, concerns, or questions regarding anything relating to third-party links shall be directed to such third party.
User comments, feedback and other submissions
79.If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'Comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Comments that you forward to us. We shall in no event be under an obligation (1) to maintain any Comments in confidence; (2) to pay compensation for any Comments; or (3) to respond to any Comments.
80.We may (but shall in no event be obliged to) monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
81.You hereby warrant that your Comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You hereby further warrant that your Comments will not contain libellous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Website, the Online Store or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any Comments. You shall solely be responsible for the Comments you made and their accuracy. We take no responsibility and assume no liability for any Comments posted by you or any third-party.
82.These Terms of Service shall be effective until terminated by either you or us pursuant to this section.
83.You may terminate these Terms of Service at any time after delivery of all the Products to you or when you cease using our Website (whichever is later).
84. We may terminate these Terms of Service at our sole and absolute discretion if any of the following happens:
(a) if you commit any breach of any term in these Terms of Service;
(b) if we reasonably suspect that you have committed any breach under the section “our representations and warranties”; or
(c) if in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service.
85.We reserve the right to terminate, suspend or delete your registration and your access to our Website or the Online Store for any reason whatsoever by delivering a notice to you.
86.Your obligations and liabilities incurred prior to termination shall survive termination of these Terms of Service for all purposes.
87.We hereby reserve our rights to take all necessary and appropriate actions against you for any loss incurred by us for any breach of these Terms of Service.
88.If at any time any one or more provisions of these Terms of Service is or becomes invalid, illegal, unenforceable or incapable of performance in any respect, the validity, legality, enforceability or performance of the remaining provisions of these Terms of Service shall not thereby in any way be affected or impaired.
89.We shall assume no liability to you in relation to any loss, damage or expense caused by acts of god, which shall include, without limitation, fire, flood, tempest, earthquake, riot, civil disturbance, theft, crime, strike, lock out, war or the inability of our suppliers to supply necessary products or any other matter beyond our control.
90.No failure or delay by us to exercise any right under these Terms of Service or otherwise shall operate as a waiver of that right or any other right nor shall any single or partial exercise of any such right preclude any other or further exercise of that right or the exercise of any other right.
91.We may assign or transfer or purport to assign or transfer any of our rights or obligations under these Terms of Service by giving you notice. However, you may not assign or transfer or purport to assign or transfer any of your rights or obligations under these Terms of Service without our prior written consent. The provisions of these Terms of Service shall be binding upon and inure to the benefit of the parties hereto and its successors and assigns.
92.Time is of the essence in these Terms of Service for the purpose of any provision of these Terms of Service.
93.We may amend these Terms of Serviceat any time in our sole and absolute discretion. The amended terms of serviceshall be effective immediately upon posting on our Website and the Online Store and you agree to the new terms of serviceby continued use of our services. It is your responsibility to check these Terms of Serviceregularly. If you do not agree with the amended agreement, whether in whole or in part, the only recourse is to stop use our services immediately.
94.Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party. We reserve our rights to interpret the terms in these Terms of Service.
95.These Terms of Service and all supplements, policies or operating rules thereto contains the entire agreement between the parties with respect to the subject matter hereof, supersedes all previous agreements, representations and understandings between the parties with respect thereto, and may not be modified except in writing signed by the duly authorized representatives of the parties.
96.These Terms of Service shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”). The parties irrevocably submit to the non-exclusive jurisdiction of the courts of Hong Kong.
97.Questions about these Terms of Service should be sent to us at HSHKInfo@henryschein.com