SCOPE OF CONTRACT

• These general terms and conditions of sale (to the consumer) (hereinafter the “Terms”) shall apply to all sales of products (“Products”) from Westen Pro ApS, a Danish limited company, Danish company number 34599076 (hereinafter “WP”), to customer (as named in customer’s purchase order) (hereinafter the “Customer”), which are concluded via one of WP’s websites (jointly, the “Website”).
• These Terms, along with Customer’s order for purchase (hereinafter the “Purchase Order”) of Products submitted by Customer to WP and accepted by WP, shall constitute the entire contract (hereinafter the “Contract”) between Customer and WP (including its affiliated companies) for the purchase of all Products specified in the Purchase Order.
• If the Customer does not accept these Terms, the Customer cannot purchase any Products on the Website. Furthermore, a Contract can only be concluded via the Website. WP will not process orders made in e-mails, letters or faxes.
• A Purchase Order is created and accepted by the Customer once the Customer has selected the Product(s), which the Customer would like to purchase, and completes the checkout process. By placing a Purchase Order with WP, the Customer represents and warrants that the Customer is legally capable of signing binding agreements.
• The price listed on the final Purchase Order, irrespective of previously listed prices and/or prices listed on other publications, offers etc., is the final purchase price and by confirming the Purchase Order, the Customer expressly agrees to pay this price.
• When the Customer completes the Purchase Order via the Website, the Purchase Order constitutes an offer to purchase Products from WP. Furthermore, an order for more than one item of Products constitutes a series of offers for each item individually.
• All Purchase Orders are subject to approval and acceptance by WP. WP will confirm the terms of the Purchase Order with a confirmation notice upon Customer’s completion of their order.
• WP and Customer expressly agree that WP may modify these Terms from time to time (for example to reflect changes in technology, WP’s business model, system capacity or in applicable laws and regulations), and such modifications shall be binding upon Customer upon WP’s publication of modified Terms on the Website.
• The acceptance of a Purchase Order and/or shipment of any Products to Customer does not create any rights for Customer other than as expressly set forth in the Contract formed by the acceptance of the Purchase Order, and does not obligate WP to accept, or Customer to place, Purchase Orders in the future. Nothing contained in the Contract formed shall imply any partnership, joint venture or agency relationship between WP and Customer in any territory or jurisdiction.
• WP may, in its discretion, accept Customer’s request for amendments or additions to the Contract formed by WP’s acceptance of a Purchase Order.

1. DELIVERY

• Delivery method will be chosen by WP if and when WP accepts the Purchase Order, and delivery time and costs will be specified by WP according to the delivery method chosen. All delivery costs shall be prepaid by the Customer.
• The goods will be delivered to the delivery address specified in the Purchase Order. If the Customer purchases multiple Products under one Purchase Order, WP reserves the right to make separate deliveries. Separate deliveries may be necessary if certain Products are delayed or out of stock at the time of the Purchase Order, in which event the Customer will be charged with additional delivery costs for separate deliveries.
• All Products purchases by the Customer are deemed to be have been delivered upon WP’s transfer of the Products to the carrier. The Customer is responsible for filing any claims with carriers for damaged and/or lost shipments.
• At any time prior to the delivery, WP shall be entitled to postpone the delivery date by up to fourteen (14) calendar days for any reason, and such postponement shall not be considered breach of the Contract or otherwise entitle Customer to any remedies. WP shall notify the Customer of any such postponement within a reasonable time.
• In the event of force majeure, defined below in Article 8, deliveries may be postponed until the force majeure event ceases to affect WP’s business operations and ordinary trading and shipment of goods can resume.

2. TERMS OF PAYMENT

• All payments shall be made upon completion of the Purchase Order by the Customer and prior to acceptance and confirmation by WP.

3. IMPORT DUTY – TARIFFS – TAXES

• Customer is solely responsible for the payment of all applicable import duties, tariffs, VAT, sales- and/or use taxes and any other applicable taxes, as well as for the proper filing and reporting to/with the appropriate authorities of all documents and documentation required under the applicable laws and regulations, anywhere in the world.

 

4. CANCELLATION OF CONTRACT

• In case of circumstances which materially alter the economic aspects or the substance of the Contract or seriously interfere with the operation of WP or any of WP’s suppliers, and also in case it should be subsequently proved impossible for WP to perform its obligations under the Contract, WP shall have the right to cancel the Contract in whole or in part.  Customer shall not be entitled to damages as a result of any such whole or partial cancellation, or for any other reason. Customer’s sole remedy shall be the return of any payment made by Customer for Products not delivered due to such cancellation.
• In addition, WP reserves the right to cancel the Contract under the following circumstances:
  1. The Customer’s payment details are incorrect or cannot be verified.
  2. The Customer places a Purchase Order with the purpose of committing fraud etc. or placed in connection with a criminal offense or other unlawful activities.
  3. There is an inadvertent error on the website, such as a payment error.
  4. WP has a reason to believe that the Customer is not legally capable of entering into binding Contracts.
  5. WP deems it illegal, impracticable or inconvenient for WP and/or the Customer to complete delivery to the Customer in the Customer’s jurisdiction due to applicable trade/import restrictions, embargoes, requirements related to the reporting and payment of import duties, tariffs, sales-/use taxes, VAT, and/or similar circumstances.

5. RETURNS

• The Customer may return Products and receive the price actually received by WP back (as a credit on the Customer’s credit card provided at payment), under the following conditions: (i) The Customer shall provide no less than 10 (ten) business days’ prior written notice via email to WP to the email address given for WP on the Website of its intent to return Products, the specific Products that will be returned, and that the Customer requests a refund; (ii) The Products shall be shipped to, and shall be received by, Westen Pro ApS, Danmarksgade 27, DK-7490 Aulum, Denmark, at the Customer’s cost, including payment of freight/shipment insurance and any applicable import duties, tariffs, and/or sales-/use taxes; (iii) the Products received by WP shall be of the same quantity and quality as when they were considered delivered to the Customer pursuant to Article 1(C). Upon WP’s determination in its sole discretion that the conditions (i) through (iii) have been met, WP will, within 20 business days, make the refund of the price actually paid and received by WP for the Products so returned.

6. PRIVACY POLICY

• WP’s privacy policy, as in effect and amended pursuant to the applicable laws in Denmark from time to time, regarding the treatment of information received from the Customer will be available at or via links provided at the Website.

7. THIRD PARTY

• WP may include hyperlinks on the Website to other websites or use resources operated by other parties than WP Inc. and its affiliates. WP is not responsible for the content or accuracy of any of these websites and has not reviewed all of the external websites. Furthermore, WP is not responsible for the availability of such external websites or resources, and do not endorse and are not responsible or liable, directly or indirectly, for the privacy practices or the content of such websites, including, without limitation, any advertising, products or other materials or services on such websites or available from the websites, nor for any damage, loss, or offense caused or alleged to be caused by, or in connection with, the use of or reliance on any such content, goods or services available on the external websites or resources.

8. DISCLAIMER OF WARRANTIES

• WP MAKES NO GUARANTY OR WARRANTY, EXPRESS OR IMPLIED, OF THE PRODUCTS SOLD HEREUNDER OR OF THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF SUCH GOODS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, WP SHALL HAVE NO LIABILITY FOR DEFECTS IN MATERIAL OR WORKMANSHIP.
• WP shall not be liable for normal manufacturing or finishing defects or for customary variations from quantities or specifications. The physical or chemical characteristics or qualities are not guaranteed unless and except to the extent specifically provided herein. Products are sold subject to the imperfections of natural and other, similar materials.

 

9. FORCE MAJEURE, CASUALTY AND AVAILABILITY OF RAW MATERIALS

• WP shall not be liable for any delay in the delivery of any part of the Products hereunder and shall not be held responsible for any losses resulting if the fulfillment of any obligations, terms or provisions of these the Contract shall be delayed or prevented by revolutions or other disorders, wars, acts of enemies, strikes, fires, floods, acts of God, Government regulations, delay or inability to obtain labor, materials or goods through WP’s usual and regular sources, insufficient orders, casualty, accident, economic downturns, or any other condition beyond the reasonable control of WP. In such event, WP may, in its discretion, without prior notice to Customer, at any time and from time to time postpone the delivery dates under this Contract for a time which is reasonable under all the circumstances or make partial delivery or cancel all or any portion of this and any Contracts with Customer, and any such non-performance or cancellation shall not be considered breach of the Contract or otherwise entitle Customer to any remedies.

 

10. LIMITATIONS OF WP’S LIABILITY

• THE LIMIT OF LIABILITY OF WP FOR A BREACH OF ANY OF THE TERMS, CONDITIONS OR PROVISIONS OF THESE TERMS AND/OR THE CONTRACT SHALL BE THE DIFFERENCE IN VALUE ON THE CONTRACT DATE OF DELIVERY BETWEEN THE PRODUCTS OR PERFORMANCE SPECIFIED AND THE PRODUCTS OR PERFORMANCE ACTUALLY DELIVERED, BUT IN NO EVENT SHALL SUCH VALUE EXCEED THE RETURN OF THE PURCHASE PRICE OF THE APPLICABLE PRODUCTS. IN NO INSTANCE SHALL CUSTOMER BE ENTITLED TO CLAIM CONSEQUENTIAL DAMAGES OR PROSPECTIVE PROFITS OR SPECIAL OR INDIRECT DAMAGES OR LOST REVENUE, PROFIT OR GOODWILL, NOR SHALL WP BE LIABLE IN ANY INSTANCE FOR LOST PROFITS OR SPECIAL OR INDIRECT DAMAGES OR PROFITS ON CONTEMPLATED USE BY REASON OF BREACH OF CONTRACT OR WARRANTY BY WP, DEFECTIVE GOODS, DEFECTIVE OR LATE DELIVERY, OR NON-DELIVERY.  IN NO EVENT SHALL WP BE LIABLE FOR ANY DAMAGES BY REASON OF CUSTOMER’S INABILITY TO OBTAIN SUBSTITUTE GOODS IN THE OPEN MARKET.

 

11. RIGHTS OF WP

• WP shall not be limited in its rights and remedies against Customer for any cause whatsoever, but shall have such other rights and remedies as may be available to it under the applicable law or in equity.  The paragraph headings of these Terms are for reference purposes only and shall not affect the meaning or interpretation of the Terms.

12. COPYRIGHTS, PATENTS, DESIGNS, TRADEMARKS, TRADE NAMES AND OTHER INTELLECTUAL PROPERTY PROTECTION

• No rights in and to, including to the use of, any trademark, trade name, trade dress, copyright, image, patents, patterns and/or designs of Products, nor any other intellectual property (“IP”) of WP or any third parties, pass to Customer, except as an integral part of the Products purchased, and Customer, as special inducement to WP, agrees not to cause or permit, either directly or indirectly, any such IP be licensed, copied or reproduced.
• WP believes in good faith that the Products sold do not violate the IP of any third party within the Customer’s jurisdiction; however, WP makes no warranties in that respect and assumes no liability or obligation to indemnify or hold harmless the Customer for any alleged or actual IP infringement claims, including damages, costs and attorney’s fees, related to the Products; and further, the Customer is solely responsible and liable toward any third party claims and allegations related to any such IP infringement.

13. CHOICE OF LAW, JURISDICTION

• By completing the Purchase Order, the Customer agrees that: (i) the Contract and Customer’s relationship with WP otherwise shall be governed by the internal laws of the Kingdom of Denmark, excluding its conflicts of laws rules; (ii) any and all disputes the Customer may have with, or claims they may have against WP or its affiliates relating to, arising out of or connected in any way with (a) the Website, (b) these Terms, (c) the completion, acceptance and finally delivery related to any Purchase Order or Contract, or (d) the determination of the scope or applicability of this choice of law and jurisdiction agreement (a “Claim”), will be subject to the exclusive jurisdiction of the courts of the Kingdom of Denmark.
• THIS ARTICLE LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION ANYWHERE OTHER THAN IN DENMARK, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED UNDER DANISH CIVIL PROCEDURE RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF OTHER THAN THOSE AVAILABLE UNDER DANISH LAW.
• If any provision of this Article 13 is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Article 13 will continue in full force and effect. This Article 13 of these Terms will survive the termination of any Contract between WP and Customer and Customer’s relationship with WP otherwise.

14. NO WAIVER

• No waiver by WP of any default by Customer shall be deemed a waiver of any subsequent default. Any replacement (as hereinabove provided) or adjustment of a delivery shall cure any defects with respect to that delivery and any default so cured shall be deemed not to have occurred. No modification of the Contract shall become effective unless in writing signed by an authorized representative of WP.

15. ASSIGNMENT

• No rights of Customer under or arising out of this Contract may be assigned without the express written consent of WP.