General terms and conditions

Who are these terms for?

These are the general terms and conditions of VCM Medical B.V. They apply to business customers: hospitals, care institutions and other organisations. VCM Medical supplies businesses and institutions only, not consumers.

If you order through the webshop, you confirm at checkout that you are ordering as a business and that you accept these terms. You can save or print this page. If you would like to receive the terms by email, email us at info@vcmmedical.nl.

Version 1.0 · Last updated: 29 October 2026.

Article 1. Definitions

• VCM: VCM Medical B.V., Hamersveldseweg 135, 3833 GN Leusden, the Netherlands, Chamber of Commerce (KvK) number 97801267, VAT number NL868237590B01.
• Customer: the natural person or legal entity acting in the course of a profession or business that enters into an Agreement with VCM or to whom VCM submits a quote.
• Agreement: any agreement between VCM and Customer, including the quote, order confirmation and Service Contract.
• Products: equipment, systems, consumables, accessories, parts and other goods that VCM supplies, including where these are medical devices.
• Software: computer programs, licences and updates, from VCM or from third parties.
• Services: installation, commissioning, interfaces, training, maintenance, inspection, advice and support, including remotely.
• Service Contract: an agreement for maintenance and support, in a standard package or tailor-made.
• Manufacturer: the party that places a Product on the market under its own name or brand and has the obligations that the law imposes on manufacturers.
• MDR: Regulation (EU) 2017/745 on medical devices.
• In writing: on paper or by email.

Article 2. Applicability

2.1 These terms apply to all offers, quotes, orders, agreements and deliveries by VCM to Customer, including where the order is placed through the webshop.

2.2 Customer’s purchasing conditions or other conditions do not apply, even if Customer refers to them in an order or other document, unless VCM has accepted their applicability in writing in advance.

2.3 If a framework agreement or contract has been agreed in writing, the arrangements in it take precedence. These terms supplement the contract to the extent that the contract does not provide for the matter.

2.4 Arrangements that deviate from these terms apply only if VCM has confirmed them in writing, and only for that Agreement.

2.5 In the event of conflict between documents, this order applies: the Service Contract or framework agreement, then the quote or order confirmation, then these terms. For the use of Software, the Manufacturer’s licence terms take precedence, see Article 12.

2.6 If a provision is void or is annulled, the other provisions remain in force. The parties will then replace that provision with a valid provision that has as nearly as possible the same purport.

2.7 An Agreement is governed by the version of these terms that applied when the Agreement was concluded. For a running Service Contract, a new version applies only from a new contract period, after VCM has sent the new version to Customer before that date.

Article 3. Offer, order and agreement

3.1 Quotes from VCM are valid for the period stated in the quote. Quotes for systems are tailor-made. If no period is stated, the quote is without obligation.

3.2 An Agreement is concluded when Customer accepts the quote in writing within the validity period, or when VCM confirms an order in writing. For an order through the webshop, the Agreement is concluded as soon as VCM confirms the order by email. VCM may refuse an order.

3.3 If an employee orders on behalf of Customer, he or she declares that he or she is authorised to bind Customer. Customer is bound by orders placed in the employee’s name or through the employee’s account.

3.4 Orders can be placed with a purchase order number from Customer. We state that number on the order confirmation and the invoice. A missing number does not release Customer from its payment obligation.

3.5 Images, specifications, dimensions, weights and data in catalogues and in the webshop are indicative. The Manufacturer may change Products and specifications. Obvious mistakes, such as a clearly incorrect price, do not bind VCM.

3.6 Information about suitability, such as “fits” a particular device, is based on Manufacturer data and is indicative. Before ordering, Customer checks whether a Product suits its device and application, unless VCM has confirmed the suitability in writing.

3.7 Customer provides VCM in good time with correct and complete information needed for the Agreement, such as device model, location and network environment.

3.8 Ordering in the webshop works like this: you put products in the basket, check and change quantities and products there, enter your details at checkout, accept these terms and place the order. Before you place the order you see an overview that you can still change. You receive an email confirming your order; the Agreement is concluded as set out in article 3.2. VCM keeps the order. With a business account you can see it in My VCM; otherwise we send a copy on request. The Agreement is concluded in Dutch.

Article 4. Business account and webshop

4.1 An organisation gets a business account if the applicant’s email address is known to VCM as a customer; otherwise VCM will contact the applicant. VCM may refuse an application. With a business account, Customer orders on account and sees the prices and documents intended for business customers.

4.2 Customer provides correct details, such as Chamber of Commerce (KvK) number, VAT number and invoice address, and keeps them up to date. Login details are personal and confidential. Customer is responsible for everything that happens under its account, until the moment it reports misuse.

4.3 An organisation without an account can only order if the webshop allows it for the product. Payment is then made online, through our payment service provider.

4.4 VCM may suspend or terminate an account in the event of misuse, incorrect details, late payment or if Customer does not comply with these terms.

4.5 VCM aims to keep the webshop easily accessible, but cannot guarantee uninterrupted availability. VCM may temporarily switch off the webshop for maintenance or security.

Article 5. Prices

5.1 All prices are in euros. Prices in the webshop exclude VAT, unless expressly stated otherwise. Prices in a quote or Service Contract exclude VAT, unless expressly stated otherwise there. The basket, the order confirmation and the invoice show the VAT amount separately.

5.2 Prices exclude installation, commissioning, training and travel and accommodation costs, unless the quote says otherwise.

5.3 For an order through the webshop, VCM charges € 30 per order in shipping and administration costs, excluding VAT. There is no free-shipping threshold. A quote may contain other arrangements.

5.4 If a cost factor outside VCM’s control rises between the conclusion of the Agreement and delivery, such as the Manufacturer’s purchase price, an exchange rate or a levy, VCM may pass the difference on. VCM will notify Customer in advance. Customer may then, within five working days of the notification, terminate the Agreement at no cost for the part not yet delivered. This does not apply to a change in the VAT rate or a change that Customer itself requested.

5.5 The price of a Service Contract applies per period. Indexation follows the Service Contract.

5.6 Contract prices and discounts apply only if they have been agreed in writing, for the agreed products and period.

Article 6. Payment

6.1 Customer pays on account within 30 days of the invoice date, in euros, without discount. For online payment, Customer pays at checkout. If VCM has reasonable doubt about payment, VCM may require advance payment or security, including after the Agreement has been concluded.

6.2 We send invoices as a PDF by email to the address Customer has provided. Customer notifies us of changes to that address. A paper invoice is provided only if agreed.

6.3 If Customer objects to an invoice, it does so in writing and as soon as possible, at the latest within the payment period. It pays the undisputed part as usual.

6.4 Customer may not set off or suspend its payment, except against a claim that VCM has acknowledged in writing or that has been established irrevocably.

6.5 If Customer does not pay within the period, it is in default without notice of default. Customer then owes statutory commercial interest on the outstanding amount, and extrajudicial collection costs, at least in accordance with the Dutch Decree on compensation for extrajudicial collection costs, plus reasonable judicial and enforcement costs.

6.6 In the event of default, VCM may suspend deliveries and Services, including those under a Service Contract. All outstanding claims then become immediately due.

Article 7. Delivery, delivery time and risk

7.1 VCM delivers to the delivery address in the Netherlands that Customer states when ordering. Delivery outside the Netherlands takes place only by agreement, with the Incoterms® clause stated in the quote. Collection in Leusden is possible by appointment.

7.2 VCM states the delivery time when the order is placed, in the quote or in the order confirmation; for online payment, the delivery time starts after receipt of the payment.

7.3 Delivery times are indicative and not a strict deadline. VCM is in default only after Customer has given VCM written notice of default and a reasonable period for performance. Shipped is not the same as delivered: the delivery time depends on the carrier.

7.4 VCM may deliver in parts and invoice each part separately.

7.5 For systems and installation, the parties plan in consultation. Customer ensures that the location is ready on the agreed date, with access, a safe working environment, the necessary facilities, network and IT permissions and permits. Delay or additional costs caused by Customer are for Customer’s account.

7.6 If Customer does not take delivery of a Product at the agreed time, VCM may store the Product at Customer’s cost and risk. After a written notice of default with a reasonable period, VCM may dissolve the Agreement and recover its damage.

7.7 The risk of a Product passes to Customer on delivery at the delivery address. For collection, the risk passes at the moment VCM makes the Product available. This also applies if ownership has not yet passed (Article 10).

7.8 See also the page Shipping and delivery.

Article 8. Inspection and complaints

8.1 Customer inspects the Products immediately on receipt: correct product, quantity, appearance, packaging, shelf life and transport damage.

8.2 Customer reports visible defects, deviations in product or quantity and transport damage to VCM in writing within 8 days of delivery. Customer also notes transport damage immediately on the delivery note or the carrier’s consignment note.

8.3 Customer reports defects that are not immediately visible within a reasonable time after discovery, and always without delay.

8.4 A report is made in writing and contains the order number, the product, the serial number or lot number, a description of the defect and, where possible, photos. Do not enter patient data (Article 19).

8.5 Customer enables VCM to investigate the defect. Customer does not use or modify the Product concerned any further and returns it only with VCM’s permission.

8.6 If Customer does not report a defect in time, its rights in respect of that defect lapse.

8.7 You can report complaints about matters other than defects via info@vcmmedical.nl or 033 434 50 60. We handle every complaint with care.

Article 9. Returns

9.1 Customer has no statutory cooling-off period or right of withdrawal. That right exists only for consumers.

9.2 Customer returns a Product only with VCM’s prior permission, via the page Returns and withdrawal or by telephone. VCM only takes back unused, undamaged Products in the original, unopened packaging. This applies to a return by agreement; in the case of a defect or delivery error (9.3) the packaging is not a condition. We only take back sterile products with intact packaging. We do not take back products that were bought to order, that were made to measure, or software and licences.

9.3 If a Product is defective or the wrong item was delivered, the costs of the return shipment are for VCM. For other returns, such as a return as a goodwill gesture, the costs of the return shipment are for Customer. VCM may set off the return costs and a reasonable fee for handling against the credit.

9.4 We do not take back Products that have been in contact with patients or that may be contaminated.

9.5 After receipt and inspection, Customer receives a credit note or a refund by the method with which payment was made.

Article 10. Retention of title

10.1 Delivered Products remain the property of VCM until Customer has paid everything it owes for the Products delivered and to be delivered, for the Services performed and to be performed, and for any failure to perform those agreements.

10.2 Customer may use the Products in the normal course of its business or care provision. It may not pledge, encumber or transfer ownership of them without VCM’s permission.

10.3 Customer notifies VCM without delay if the Products are attached or if bankruptcy or suspension of payments is applied for. It draws the attention of the attaching creditor or administrator to the retention of title.

10.4 If Customer does not pay, VCM may take the Products back. Customer gives access to the place where the Products are located for that purpose. The costs are for Customer. VCM exercises this right in consultation and in such a way that patient safety is not endangered.

10.5 Customer keeps the Products insured against damage and loss for as long as the retention of title applies, and shows the policy on request.

10.6 Software is licensed and not transferred in ownership (Article 12).

Article 11. Warranty

11.1 For Products from manufacturers, the Manufacturer’s warranty applies. The duration and scope are set out in the Manufacturer’s warranty terms and, as far as known, in the quote, the order confirmation or the product information. VCM does not give a longer or wider warranty than the Manufacturer, unless agreed in writing.

11.2 Customer reports a warranty claim to VCM. VCM arranges handling with the Manufacturer or carries out the repair or replacement itself.

11.3 Warranty means repair or replacement at no cost, at the choice of VCM or the Manufacturer. If that does not succeed within a reasonable period, even after reasonable attempts, Customer is entitled to a price reduction or dissolution for that Product. Further compensation is available only in accordance with Article 14.

11.4 There is no warranty in the case of: normal wear and tear; consumables after their expiry date; use contrary to the instructions for use; incorrect storage; installation, maintenance or repair by anyone other than VCM or a party approved by the Manufacturer; modifications or software updates without consulting VCM; accidents, moisture, overvoltage or contamination; use of accessories or consumables that the Manufacturer has not approved or that are not compatible; and changes to Customer’s IT or network environment that affect operation.

11.5 VCM performs Services with the care of a good professional. VCM repairs defects in Services performed at no cost if Customer reports them within three months of performance.

11.6 If VCM supplies a Product under its own name or logo, VCM itself gives the warranty. The period is then stated in the product information or the quote.

11.7 This article replaces the rights that Customer would otherwise have under Article 7:17 et seq. of the Dutch Civil Code, to the extent the law permits. It is without prejudice to Articles 14.4 and 14.5.

Article 12. Software, licences and intellectual property

12.1 All intellectual property rights in Products, Software and documentation rest with VCM, the Manufacturer or the licensor. Customer receives only the rights of use stated in the Agreement.

12.2 For Software, Customer receives a non-exclusive, non-transferable and non-sublicensable right to use the Software for its own organisation, on the system supplied and within the number of licences, users and the application that have been agreed. Customer may not copy, modify or reverse-engineer the Software, except to the extent that the law mandatorily permits.

12.3 For Manufacturers’ Software, the Manufacturer’s licence terms also apply. Customer accepts those terms. VCM provides a copy on request. In the event of conflict, those terms take precedence as regards the use of the Software.

12.4 Updates and upgrades are available only to the extent agreed, for example in a Service Contract, and to the extent the Manufacturer makes them available. On medical systems, Customer does not install updates, patches or changes to the operating system, security or other software without consulting VCM, unless the Manufacturer prescribes it. Such changes can affect the operation, validation and registration of the system.

12.5 VCM does not guarantee that Software works without interruption or without errors. VCM and the Manufacturer will make an effort to repair demonstrable defects in accordance with the Manufacturer’s support.

12.6 Manuals, service manuals and other documentation are intended only for Customer’s own use. Article 20 applies to them.

12.7 If a third party claims that a Product infringes its intellectual property, Customer notifies VCM without delay and acknowledges nothing. VCM and the Manufacturer will defend themselves. VCM passes on indemnities from the Manufacturer to Customer to the extent possible.

Article 13. Installation, service and service contracts

13.1 VCM performs Services with its own technicians or with third parties engaged by VCM. Services are an obligation to use best efforts, unless a result has expressly been agreed.

13.2 VCM offers Service Contracts, in a standard package or tailor-made. The content of the contract, the term, the price and the arrangements on availability are set out in the Service Contract and the quote. What is not stated in them is not covered by the contract. Arrangements on response or repair times apply only if they are expressly stated in the Service Contract.

13.3 Training for Customer’s team is part of a Service Contract only if the quote or the Service Contract says so. The parties agree the content and timing.

13.4 The term, renewal and termination of a Service Contract are set out in the Service Contract.

13.5 Services outside the Service Contract, or that are needed because of use outside the instructions for use or because of interventions by third parties, are performed by VCM at the applicable rates.

13.6 Customer reports a fault via Report a fault or by telephone. Customer reports an incident involving a patient or user in accordance with Article 18.

13.7 Remote support, for example via VPN or TeamViewer, takes place only if and as Customer’s IT policy allows. Customer is responsible for access, authorisation and the security of its own network. VCM complies with security requirements that Customer has communicated to VCM in writing.

13.8 Devices that VCM maintains, repairs or takes back are made available by Customer cleaned and decontaminated, without patient data. On request, Customer provides a declaration to that effect. VCM may refuse shipments or charge the costs of cleaning. Customer makes a back-up of its data before the Services.

13.9 As owner and user, Customer remains responsible for the statutory periodic maintenance and inspection of its devices, unless VCM has taken this over in a Service Contract.

Article 14. Liability

14.1 VCM’s liability for damage caused by a failure to perform or by a tort is limited to direct damage. Per event, where a series of related events counts as one, it is limited to the amount that VCM’s insurer pays out in that case under the business or professional liability insurance, increased by the excess. VCM has such insurance; policy details are available on request. If the insurer does not pay out, liability is limited to the invoice amount, excluding VAT, of the relevant Agreement. For an Agreement for a longer period, that is the fee for the 12 months before the event.

14.2 Direct damage is only: the reasonable costs of determining the cause and extent of the damage; the reasonable costs of bringing VCM’s performance into line with the Agreement after all; and the reasonable costs of preventing or limiting damage.

14.3 VCM is not liable for indirect damage. This includes consequential loss, loss of profit, missed savings, business interruption or downtime of a department, loss or corruption of data, reputational damage and damage resulting from claims by third parties, including patients, against Customer.

14.4 The limitations in this article do not apply in the case of intent or deliberate recklessness on the part of VCM or its managerial staff, nor to damage caused by death or personal injury.

14.5 This article is without prejudice to liability that by law cannot be limited or excluded, such as liability towards an injured party for products with a defect (Section 6.3.3 of the Dutch Civil Code).

14.6 Customer indemnifies VCM against claims by third parties, including patients and employees, to the extent the damage is caused by use, maintenance or modification by or on behalf of Customer contrary to the instructions for use, the intended purpose or the instructions of the Manufacturer or VCM, or by incorrect or incomplete information from Customer. This does not apply to the extent the damage is caused by intent, deliberate recklessness or an attributable failure on the part of VCM.

14.7 A legal claim by Customer against VCM becomes time-barred one year after the day on which Customer reported the defect or the damage to VCM in writing, to the extent the law permits.

14.8 VCM’s employees and third parties engaged by VCM may rely on this article.

14.9 The Manufacturer is responsible for the design, production and instructions of a Product. VCM acts as distributor in this respect, unless VCM places the Product on the market under its own name or brand.

Article 15. Force majeure

15.1 A failure by VCM to perform is not attributable to VCM if it results from force majeure. This includes in any event: a failure or delay at a manufacturer or supplier, a shortage of parts or materials, transport problems, import or export restrictions, sanctions, government measures, staff illness, strikes, failure of energy, telecommunications or the internet, a cyberattack, fire and an epidemic.

15.2 VCM may suspend its obligations for as long as the force majeure lasts. If the force majeure lasts longer than 90 days, either party may dissolve the Agreement in writing for the part not yet performed, without compensation. Customer pays for what has already been delivered or performed.

Article 16. Medical devices: use and responsibility

16.1 Many Products are medical devices under the MDR. VCM supplies them as distributor. If VCM places a device on the market under its own name or brand, VCM has the manufacturer obligations that the MDR imposes.

16.2 Customer uses medical devices only in accordance with the intended purpose and the Manufacturer’s instructions for use, with qualified and trained staff. Clinical decisions, diagnosis, treatment and the interpretation of results, including from analysis software, are and remain the responsibility of Customer’s healthcare professionals. VCM does not give medical advice; neither do product information and demonstrations.

16.3 Instructions for use and conformity documents come with the delivery. Customer ensures that its users know the current instructions for use.

Article 17. Traceability, safety notices and recalls

17.1 Customer keeps a record of which delivered devices (type and serial number or lot number) are in use where. It notifies VCM within a reasonable time if a device goes to another location or organisation, is sold or transferred, is taken out of use or is scrapped. Customer keeps that data for as long as the law requires.

17.2 On request, Customer provides VCM with information and cooperation to establish to whom and where devices have been delivered, including where the Manufacturer or a regulator asks for it.

17.3 In the event of a safety notice or a recall or corrective action by a manufacturer or regulator, Customer cooperates immediately. Customer gives access to the devices, makes them available if necessary, takes them out of use if so requested, informs its users and confirms receipt and implementation of the action.

17.4 VCM informs Customer as soon as possible via the contact details known to VCM, and also places safety notices in My VCM (more information on the page Safety notices). Customer keeps a current contact address for safety notices registered with VCM. A message to that address is deemed received.

Article 18. Reporting of incidents

18.1 Customer reports to VCM without delay any incident or suspected incident involving a medical device supplied by VCM: a malfunction, a failure or deterioration in characteristics or performance, or incorrect or incomplete information, that has led or could have led to danger to or harm to a patient, user or other person.

18.2 Customer does so via Report a fault (indicate that it concerns an incident), by email to info@vcmmedical.nl or by telephone on 033 434 50 60. An incident report is separate from an ordinary fault report.

18.3 Customer provides the information that is needed, such as the device, serial number, what happened and what the consequence was, without a name or other data from which a patient could be identified.

18.4 VCM forwards the report without undue delay to the Manufacturer and, where applicable, to the authorised representative and the importer, and keeps a register of complaints and reports. Customer cooperates with the investigation. It keeps the device concerned and the associated data, such as log files, unchanged until VCM or the Manufacturer gives permission, unless patient safety requires otherwise.

18.5 A report to VCM is without prejudice to Customer’s own reporting duties, for example to the Manufacturer or the regulator. VCM does not report on behalf of Customer, unless agreed in writing.

Article 19. Privacy and patient data

19.1 The parties process personal data in accordance with the General Data Protection Regulation. How VCM handles the personal data of contact persons is set out in the privacy statement.

19.2 Customer does not provide VCM with patient data, including in fault reports, attachments, log files, screenshots or returned shipments, unless strictly necessary for the agreed service and the parties have made arrangements about it in advance. Customer deletes or anonymises data, as far as possible, before giving files or equipment to VCM.

19.3 If VCM can gain access to personal data for which Customer is responsible during Services, such as remote support, the parties conclude a data processing agreement before the Services. Customer remains responsible for authorisation and security of its own systems.

19.4 Data that a Product generates or stores remains with Customer. VCM uses it only for the agreed Services. Information about the data that a Product can generate and how Customer can access it is set out in the Manufacturer’s product documentation.

Article 20. Confidentiality

20.1 Both parties keep confidential what they learn or see from each other and what is recognisable as confidential, such as prices, contract terms, technical documentation, service manuals and login details. They use that information only for the Agreement.

20.2 This does not apply to information that is public, that the receiving party already lawfully had, or that the law or a regulator requires to be provided. VCM may share information with the Manufacturer if that is necessary for warranty, service, vigilance or a recall.

20.3 This duty continues to apply after the end of the Agreement.

Article 21. Export control and sanctions

21.1 Customer complies with the applicable legislation on export, import and sanctions of the European Union, the Netherlands and other applicable countries. Products and Software may not be exported or forwarded in breach of those rules.

21.2 Customer does not sell, export or re-export Products to Russia or Belarus, or for use there, nor to countries, persons or organisations subject to sanctions. If Customer breaches this, VCM may suspend or dissolve the Agreement immediately. Customer then compensates VCM’s damage.

21.3 VCM may suspend or refuse delivery if a licence is missing or if sanctions or export rules so require, without compensation. On request, Customer provides VCM with information on the final destination and end use of the Products.

Article 22. Suspension and dissolution

22.1 VCM may dissolve or suspend an Agreement or part of it without judicial intervention if Customer fails to comply with its obligations, after VCM has given Customer notice of default, unless performance is permanently impossible. The same applies in the event of bankruptcy, suspension of payments, attachment or liquidation of Customer.

22.2 Customer continues to pay for what VCM has already delivered or performed.

Article 23. Governing law and competent court

23.1 Dutch law applies to all agreements between VCM and Customer.

23.2 The Vienna Sales Convention (CISG) is excluded.

23.3 The parties will first try to resolve a dispute through consultation. If that does not succeed, the Midden-Nederland District Court has exclusive jurisdiction, unless mandatory law designates another court.

23.4 In the event of a difference between a translation and the Dutch text of these terms, the Dutch text prevails.