1. Definitions and Interpretation

1.1  Definitions

In these Conditions, the following definitions apply:

"Business Customer"; a Customer who is acting for purposes relating to that person's trade, business, craft or profession.

"Business Day"; any day from Monday to Friday (inclusive) which is not a statutory holiday in either Wahlberg's or the Customer's country of domicile.

"Conditions"; the terms and conditions set out in this document as amended from time to time in accordance with clause 14.6.

"Consumer"; a natural person who is acting for purposes which are wholly or mainly outside that person's trade, business, craft or profession.

"Contract"; the contract between Wahlberg and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

"Customer"; the person or firm who purchases Goods from Wahlberg, whether as a Business Customer or a Consumer.

"Force Majeure Event"; has the meaning given in clause 12.

"Goods"; the goods (or any part of them) set out in the Order, including, where applicable, Outlet Goods.

"Order"; the Customer's order for the Goods, as set out in the Customer's purchase order form, an order placed via the Website, the Customer's written acceptance of Wahlberg's quotation, or overleaf, as the case may be.

"Order Confirmation"; Wahlberg's written acceptance of the Order.

"Outlet Goods"; ex-rental, ex-demonstration, or otherwise previously used Goods sold by Wahlberg through its Outlet, offered at a reduced price and sold with disclosed cosmetic wear.

"Specification"; any specification for the Goods, including any related plans and drawings, that is agreed by the Customer and Wahlberg.

"Wahlberg"; Wahlberg Motion Design (registered in Denmark, CVR DK28663455) whose registered office is at Jens Juuls Vej 1, 8260 Viby J, Denmark.

"Website"; wahlberg.dk and any other website operated by Wahlberg for the marketing and sale of the Goods.

1.2  Construction

In these Conditions, the following rules apply:

–  A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

–  A reference to a party includes its personal representatives, successors or permitted assigns.

–  A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted, and includes any subordinate legislation made under it, as amended or re-enacted.

–  Any phrase introduced by the terms including, include, in particular, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

–  A reference to writing or written includes emails and other durable electronic communications.

2. Scope of Application

2.1  Wahlberg supplies Goods to both Business Customers and Consumers, whether the Order is placed via the Website, by email, or otherwise. These Conditions apply to every Contract, subject to clause 2.2.

2.2  Where the Customer is a Consumer, nothing in these Conditions limits or excludes any right that cannot be limited or excluded under mandatory consumer-protection law applicable to that Consumer, including the statutory right of withdrawal described in clause 7.2. If any provision of these Conditions conflicts with such a mandatory right, the mandatory right prevails as against that Consumer.

2.3  Certain provisions of these Conditions apply only to Business Customers, or only to Consumers; where this is the case, it is stated expressly. All other provisions apply to both.

3. Basis of Contract

3.1  These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.

3.2  The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.

3.3  The Order shall only be deemed accepted, and the Contract shall only come into existence, when Wahlberg issues an Order Confirmation or, for Orders placed via the Website, when Wahlberg sends confirmation of the Order by email or dispatches the Goods, whichever occurs first.

3.4  The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, or representation made or given by or on behalf of Wahlberg which is not set out in the Contract, save that nothing in this clause 3.4 limits any right a Consumer may have in respect of a misleading statement under applicable consumer-protection law.

3.5  Any samples, drawings, descriptive matter, or advertising produced by Wahlberg, and any illustrations contained in Wahlberg's catalogues, brochures, or Website, are produced solely to give an approximate idea of the Goods described in them. They do not form part of the Contract and have no contractual force.

3.6  A quotation for the Goods given by Wahlberg does not constitute an offer and is valid for 30 Business Days from its date of issue, unless withdrawn earlier. The Contract is formed only once the Customer accepts the quotation in writing, whether by letter, email, or other durable medium.

4. Goods

4.1  The Goods are described in the Specification.

4.2  Wahlberg reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, provided this does not materially reduce the quality of the Goods.

4.3  The Goods are supplied together with a user manual in English. It is the Customer's responsibility to translate the manual into its own local language where required; Wahlberg is not responsible for providing translated manuals or for any loss or damage arising from the Customer's use of the Goods based on an inaccurate or incomplete translation not prepared by Wahlberg.

5. Delivery

5.1  Wahlberg shall ensure that each delivery of the Goods is accompanied by a delivery note showing the date of the Order, all relevant Customer and Wahlberg reference numbers, the type and quantity of the Goods (including code numbers, where applicable), special storage instructions (if any), and, where the Order is delivered by instalments, the outstanding balance of Goods remaining to be delivered.

5.2  Where Wahlberg requires the Customer to return packaging materials, this will be stated clearly on the delivery note. The Customer shall make such packaging materials available for collection at times reasonably requested by Wahlberg. Return of packaging materials is at Wahlberg's expense.

5.3  Wahlberg shall deliver the Goods to the location set out in the Order Confirmation, or such other location as the parties may agree (the "Delivery Location"), at any time after Wahlberg notifies the Customer that the Goods are ready.

5.4  Delivery is completed on the Goods' arrival at the Delivery Location. Any delivery dates quoted are approximate only and time of delivery is not of the essence. Wahlberg is not liable for any delay caused by a Force Majeure Event, by the Customer's failure to provide adequate delivery instructions, work access, upfront payment, or other information relevant to delivery, or by the act, omission, or default of any third-party carrier, courier, or freight forwarder engaged to transport the Goods, including delay, loss of, or damage to the Goods while in that carrier's custody. Nothing in this clause 5.4 affects any claim the Customer may have directly against the carrier.

5.5  If Wahlberg fails to deliver the Goods, its liability is limited to the costs reasonably incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest available market, less the price of the Goods. Wahlberg has no liability for non-delivery caused by a Force Majeure Event or by the Customer's own failure as described in clause 5.4. This clause 5.5 does not apply to a Consumer, whose remedies for non-delivery are as set out under applicable consumer-protection law.

5.6  If the Customer fails to accept delivery within three (3) Business Days of Wahlberg notifying the Customer that the Goods are ready, and such failure is not caused by a Force Majeure Event or by Wahlberg's own breach, Wahlberg may store the Goods until delivery takes place and charge the Customer for reasonable storage costs (including insurance).

5.7  Wahlberg may deliver the Goods by instalments, invoiced and paid for separately. Each instalment constitutes a separate Contract. A delay in delivery or defect in one instalment does not entitle the Customer to cancel any other instalment.

5.8  Orders shipped may incur local import duties, taxes, tariffs, and customs clearance fees on arrival in the destination country, for which Wahlberg is not responsible. The Customer acts as the importer of record for such shipments and is fully responsible for paying any such additional charges arising during the import process. Customers are advised to check with their local customs office before placing an Order.

6. Quality and Warranty

6.1  The warranty period is: (a) 1 year from the invoice date or shipping date, as applicable, for new Goods; and (b) 3 months from the invoice date or shipping date, as applicable, for Outlet Goods. The warranty does not cover normal wear and tear, including normal wear of wear parts such as winch wire or the internal wheel on Track Runners, or other components subject to significant friction or wear in normal use.

6.2  Wahlberg warrants that, on delivery, the Goods shall: conform in all material respects with the Specification; be free from material defects in design, material, and workmanship; and be fit for any purpose held out by Wahlberg. In the case of Outlet Goods, this warranty does not extend to cosmetic wear or imperfections disclosed to the Customer prior to purchase.

6.3  Subject to clause 6.4, if the Customer gives Wahlberg written notice, without undue delay after discovery, that some or all of the Goods do not comply with the warranty in clause 6.2, and gives Wahlberg a reasonable opportunity to examine the Goods, Wahlberg shall, at its option, repair or replace the defective Goods or refund the price of the defective Goods in full. The process for returning Goods under this clause is set out in Clause 7 (Returns and Refunds).

6.4  Wahlberg is not liable for the Goods' failure to comply with the warranty in clause 6.2 where: the Customer makes further use of the Goods after giving notice under clause 6.3; the defect arises because the Customer failed to follow Wahlberg's instructions on storage, commissioning, installation, use, or maintenance (or, absent instructions, good trade practice); the defect results from Wahlberg following a drawing, design, or Specification supplied by the Customer; the Customer alters or repairs the Goods without Wahlberg's written consent; the defect arises from fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or the Goods differ from the Specification as a result of changes made to comply with applicable statutory or regulatory requirements.

6.5  Except as provided in this clause 6, Wahlberg has no liability to the Customer for the Goods' failure to comply with the warranty in clause 6.2, subject always to any mandatory rights and remedies that cannot lawfully be excluded or limited.

6.6  Except as set out in these Conditions, and to the fullest extent permitted by applicable law, all warranties, conditions, and other terms implied by statute or common law are excluded from the Contract. Nothing in these Conditions shall exclude, restrict, or limit any statutory rights or remedies of a Consumer that cannot lawfully be excluded, restricted, or limited.

6.7  These Conditions apply to any repaired or replacement Goods supplied by Wahlberg.

6.8  Where Wahlberg agrees to provide on-site maintenance or service, travel and accommodation expenses for the attending technician are at the Customer's expense, unless otherwise agreed in writing.

6.9  Where the Customer is a Consumer, nothing in these Conditions shall limit or exclude the Customer's mandatory statutory rights under applicable consumer protection law. In particular, the statutory right to complain about defects or lack of conformity shall apply notwithstanding the warranty periods stated in clause 6.1.

7. Returns and Refunds

7.1  This clause sets out how a Customer may return Goods: under the statutory withdrawal right described in clause 7.2 (available to EU Consumers only); because the Goods do not function in the Customer's own setup, as described in clause 7.3; under warranty, as described in clause 7.4 (available to all Customers); or as otherwise agreed with Wahlberg. It does not apply to the return of packaging materials, which is addressed in clause 5.2.

7.2  Statutory Right of Withdrawal (EU Consumers)

–  This clause 7.2 applies only to a Customer who is a Consumer domiciled in the European Union. If you are such a Consumer, you have the right to withdraw from the Contract within 14 days without giving any reason. The withdrawal period expires 14 days from the day on which you, or a third party you have indicated (other than the carrier), acquires physical possession of the Goods.

–  To exercise the right of withdrawal, use the "Withdraw order" link in the Website footer, the form at wahlberg.dk/pages/eu-withdrawal-form, your customer account, or an unambiguous written statement sent by email or post. It is sufficient to send your communication before the withdrawal period expires.

–  If you withdraw, Wahlberg will reimburse all payments received from you, including standard delivery costs (excluding any supplementary cost from choosing a delivery type other than the least expensive standard option offered), without undue delay and in any event within 14 days of being informed of your decision to withdraw. Reimbursement will be made using the same payment method as the original transaction, unless otherwise expressly agreed, and you will not incur any fee for the reimbursement. Wahlberg may withhold reimbursement until it has received the Goods back, or you have supplied evidence of having sent them back, whichever is earlier.

–  You must send back the Goods without undue delay and in any event within 14 days of communicating your withdrawal. The deadline is met if you send the Goods before the 14-day period expires. You bear the direct cost of returning the Goods.

–  This statutory right does not apply to Business Customers, and does not, as a matter of Danish/EU law, extend to Consumers domiciled outside the European Union; see clause 7.7 for the position on non-EU and business returns.

7.3  Functional / Compatibility Returns

–  Where the Goods do not function correctly when installed or used in the Customer's own setup, the Customer may request to return the Goods within 14 days of delivery, provided the Goods have been used only to test whether they function correctly (no more than one or two test uses) and have not been subjected to use beyond what is reasonably necessary for that purpose. This clause applies to Business Customers and Consumers alike, and is in addition to any rights the Customer may have under clause 7.2 or clause 7.4. The return process in clause 7.5 applies. Wahlberg will, at its option, refund the price paid or offer a suitable replacement or alternative.

7.4  Warranty Returns (Defective Goods)

–  This clause 7.4 applies to Business Customers and Consumers alike. Where the Customer has given notice of a defect under clause 6.3 and Wahlberg has had a reasonable opportunity to examine the Goods, Wahlberg may ask the Customer to return the Goods to Wahlberg's place of business, at the Customer's cost. Wahlberg will then, at its option, repair or replace the defective Goods or refund the price in full.

–  A Consumer's statutory remedies for non-conforming goods (for example, under the applicable national implementation of EU consumer sales law) are in addition to, and are not limited by, this clause 7.4, to the extent those remedies cannot lawfully be excluded.

7.5  Return Process

–  Before sending any Goods back, the Customer must email support@wahlberg.dk with the Order number, a description of the Goods, and the reason for the return. No separate Return Merchandise Authorisation (RMA) form is required.

–  Goods should be returned to Wahlberg Motion Design, Jens Juuls Vej 1, 8260 Viby J, Denmark, or such other address as Wahlberg specifies in response to that email, adequately packaged to prevent damage in transit.

7.6  Outlet and Ex-Rental Goods

–  Outlet Goods are sold "as is" with cosmetic wear disclosed to the Customer at the time of sale; such disclosed cosmetic characteristics are not defects for the purposes of clause 6.

–  The 3-month warranty period in clause 6.1 applies to Outlet Goods. Where the purchaser of Outlet Goods is an EU Consumer, the statutory withdrawal right in clause 7.2 continues to apply in full, as it cannot lawfully be excluded.

7.7  All Returns

–  The Customer must provide all documentation necessary for the Goods to be returned to and received by Wahlberg. Any taxes, duties, customs charges, or other expenses arising from the return are the Customer's responsibility. This includes potential costs both ways in case of a product repair or placement.

–  Wahlberg is not responsible for return shipments lost or damaged in transit; the Customer is advised to use a trackable, insured shipping method.

7.8  Refund Method and Timing

–  Refunds are made using the same payment method as the original transaction, unless otherwise agreed, and without any fee to the Customer.

–  For warranty returns under clause 7.4, Wahlberg will process the agreed repair, replacement, or refund within a reasonable time of receiving and inspecting the returned Goods.

–  For statutory withdrawals under clause 7.2, refunds are made within the timeframe set out in that clause.

8. Title and Risk

8.1  Unless otherwise agreed in writing, title to the Goods shall pass to the Customer only when Wahlberg has received payment in full for the Goods.

8.2  For Customers purchasing in the course of business (B2B), risk in the Goods passes to the Customer when the Goods are handed to the carrier, courier, or freight forwarder for delivery, unless otherwise agreed in writing.

8.3  Where Wahlberg delivers the Goods directly, without engaging a third-party carrier, risk passes to the Customer on completion of delivery in accordance with clause 5.4.

8.4  Where the Customer is a Consumer, risk in the Goods remains with Wahlberg until the Goods are delivered to the Customer or to a third party designated by the Customer, other than a carrier selected or arranged by Wahlberg. Nothing in these Conditions shall exclude or limit any mandatory statutory rights relating to the passing of risk.

8.5  If, before title to the Goods passes to the Customer, the Customer becomes subject to any event listed in clause 10.2, or Wahlberg reasonably believes that such an event is about to happen and notifies the Customer accordingly, then, provided the Goods have not been resold or irrevocably incorporated into another product, Wahlberg may require the Customer to deliver up the Goods to Wahlberg at the Customer's expense.

9. Price and Payment

9.1  The price of the Goods is the price set out in the Order Confirmation or, for Website orders, the price displayed at checkout at the time the Order is placed.

9.2  For Business Customers only, Wahlberg may, by notice given at any time before delivery, increase the price of the Goods to reflect any increase in cost due to a factor beyond Wahlberg's control (including exchange-rate fluctuations, tax and duty increases, and increases in labour, materials, or manufacturing costs), or any Customer-requested change to delivery dates, quantities, types of Goods, or Specification, or any delay caused by inadequate or inaccurate Customer instructions or information. This clause 9.2 does not apply once an Order placed by a Consumer has been confirmed.

9.3  The price of the Goods excludes the cost of packaging, insurance, and transport, which will be invoiced separately, and is exclusive of VAT.

9.4  Prices shown on the Website are exclusive of VAT. VAT will be added at the applicable rate at checkout, unless the Customer provides, and Wahlberg is able to verify, a valid VAT registration number at the time of order, in which case the supply may qualify for the intra-EU reverse-charge mechanism (or other applicable exemption) and VAT will not be charged by Wahlberg. It remains the Customer's responsibility to ensure any VAT number provided is valid and that the Customer is entitled to rely on the relevant exemption.

9.5  Wahlberg may invoice the Customer for the Goods on ordering or at any time before delivery.

9.6  For Business Customer orders placed other than through the Website, payment is due in full, in cleared funds, before shipment, to the bank account nominated by Wahlberg; time of payment is of the essence. For Website orders, payment is taken at the point of order using the payment methods offered at checkout.

9.7  If a Business Customer fails to make any payment by the due date, interest accrues on the overdue amount at 1.5% per month, calculated daily from the due date until actual payment (whether before or after judgment), and is payable together with the overdue amount. This clause 9.7 does not apply to Consumers, whose remedies for late payment are governed by applicable law.

9.8  The Customer shall pay all amounts due under the Contract in full without deduction or set-off, except as required by law. Wahlberg may set off any amount owed to it by the Customer against any amount payable by Wahlberg to the Customer.

10. Customer's Insolvency or Incapacity

10.1  If the Customer becomes subject to any event listed in clause 10.2, or Wahlberg reasonably believes this is about to happen and notifies the Customer accordingly, Wahlberg may cancel or suspend further deliveries under the Contract or any other contract with the Customer without liability, and all outstanding sums for Goods already delivered become immediately due.

10.2  The relevant events are that the Customer (or, where an individual, the Customer personally):

–  suspends or threatens to suspend payment of its debts, is unable to pay its debts as they fall due, or is deemed unable to do so under applicable law;

–  commences negotiations with its creditors with a view to rescheduling debt, or proposes a compromise or arrangement with creditors;

–  (being a company) is subject to a winding-up petition, notice, resolution, or order, other than for a solvent amalgamation or reconstruction;

–  (being an individual) is the subject of a bankruptcy petition or order;

–  has a creditor attach, take possession of, or enforce process against a material part of its assets, undischarged within 14 days;

–  (being a company) has an administrator appointed, or a notice of intention to appoint an administrator is given;

–  has a receiver or administrative receiver appointed over its assets;

–  suspends, threatens to suspend, or ceases to carry on all or substantially all of its business;

–  suffers a deterioration in financial position that, in Wahlberg's reasonable opinion, jeopardises its ability to perform its obligations under the Contract; or

–  (being an individual) dies, or becomes incapable of managing their own affairs by reason of illness or incapacity.

10.3  Termination of the Contract, however arising, does not affect any rights or remedies that have accrued as at termination. Clauses which by their nature survive termination continue in full force and effect.

11. Limitation of Liability

11.1  Nothing in these Conditions limits or excludes Wahlberg's liability for: death or personal injury caused by its negligence or that of its employees; fraud or fraudulent misrepresentation; or any other matter for which liability cannot lawfully be limited or excluded, including, in relation to a Consumer, any liability that cannot be excluded under applicable consumer-protection law.

11.2  Subject to clause 11.1, for Goods not of Wahlberg's own manufacture, Wahlberg's liability is limited to such benefit (if any) as Wahlberg is able to pass on to the Customer from its own supplier, and all other liability, howsoever arising, is excluded to the extent permitted by law.

11.3  Subject to clause 11.1, for Goods of Wahlberg's own manufacture, Wahlberg's liability for defects arising solely from faulty design, materials, or workmanship is limited to repair or replacement (at Wahlberg's option) within the applicable warranty period, provided the defective Goods are promptly returned to Wahlberg at the Customer's expense, unless otherwise agreed in writing. Where Wahlberg agrees to carry out repairs or replacement at the Customer's premises, Wahlberg may charge for the associated costs and overheads.

11.4  It is the Customer's responsibility to determine that the Goods are fit for the purpose to which the Customer intends to put them; this clause 11.4 does not affect a Consumer's statutory rights.

11.5  Subject to clause 11.1, Wahlberg is not liable to a Business Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or any indirect or consequential loss arising under or in connection with the Contract, and Wahlberg's total liability to a Business Customer for all other losses arising under or in connection with the Contract shall not exceed the price of the Goods giving rise to the claim.

11.6  In the case of incomplete delivery arising otherwise than through loss or damage in transit, Wahlberg has no liability unless it receives notification of all relevant details within three days of delivery, followed by written confirmation within seven days of delivery.

12. Force Majeure

Neither party is liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" means any event beyond a party's reasonable control which, by its nature, could not have been foreseen or, if foreseeable, was unavoidable, including strikes, lock-outs or other industrial disputes, failure of energy sources or transport networks, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical, or biological contamination, explosions, collapse of building structures, fire, flood, storm, earthquake, loss at sea, epidemic, natural disaster, extreme adverse weather, or default of suppliers or subcontractors.

13. Confidentiality

The Customer shall treat all product, business information, drawings, designs, and specifications provided by Wahlberg as confidential and shall not disclose them to any third party without Wahlberg's prior written consent, nor use them for any unauthorised purpose. This does not apply to information that: is or becomes publicly known other than through the Customer's breach of this clause; the Customer can show it already knew before disclosure by Wahlberg; becomes available to the Customer from another source free of any restriction; or is required to be disclosed by law.

14. General

14.1  Assignment and subcontracting

–  Wahlberg may at any time assign, transfer, charge, subcontract, or otherwise deal with all or any of its rights or obligations under the Contract.

–  The Customer may not assign, transfer, charge, subcontract, or otherwise deal with any of its rights or obligations under the Contract without Wahlberg's prior written consent.

14.2  Notices

–  Any notice under or in connection with the Contract must be in writing and delivered personally, by pre-paid first-class post, recorded delivery, commercial courier, or email, to the recipient's registered office, principal place of business, or such other address as it has notified in writing.

–  A notice is deemed received: if delivered personally, when left at the relevant address; if sent by pre-paid first-class post or recorded delivery, at 9:00 am on the second Business Day after posting; if delivered by commercial courier, when the courier's delivery receipt is signed; or if sent by email, one Business Day after transmission.

–  This clause does not apply to service of proceedings or other documents in legal action.

14.3  Severance. If any court or competent authority finds any provision of the Contract invalid, illegal, or unenforceable, that provision (or part of it) is deemed deleted to the extent required, without affecting the validity or enforceability of the remaining provisions. If any invalid, unenforceable, or illegal provision would be valid, enforceable, and legal if some part of it were deleted, it applies with the minimum modification necessary to achieve that result.

14.4  Waiver. A waiver of any right or remedy under the Contract is only effective if given in writing and does not constitute a waiver of any subsequent breach or default. No failure or delay in exercising any right or remedy constitutes a waiver of it, nor precludes or restricts its further exercise or the exercise of any other right or remedy.

14.5  Third-party rights. A person who is not a party to the Contract has no rights under or in connection with it.

14.6  Variation. Except as set out in these Conditions, any variation to the Contract, including the introduction of additional terms, is binding only when agreed in writing and signed by Wahlberg.

14.7  Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter, is governed by and construed in accordance with Danish law. The parties irrevocably agree that the courts of Denmark have exclusive jurisdiction to settle any such dispute or claim, save that a Consumer resident in another EU Member State may also be entitled to bring proceedings in the courts of their own state of residence, and to rely on any mandatory consumer-protection provisions of that state, to the extent required by applicable law.

1. Definitions and Interpretation

• The definitions and rules of interpretation in this clause apply in the Contract:

“Business Day”; means any day from Monday to Friday (inclusive) which is not a statutory holiday in Denmark.

“Commencement Date”; the date that the Lessee takes Delivery of the Equipment.

“Conditions”; the terms and conditions set out in this document.

“Contract”; the contract between the Lessor and the Lessee for the hire of the Equipment in accordance with these Conditions.

“Delivery”; the transfer of physical possession of the Equipment in accordance with clause 5.

“Equipment”; the items of equipment listed in the Order Confirmation, all substitutions, replacements, or renewals of such equipment and all related accessories, manuals, and instructions provided for it.

“Lessor”; Wahlberg Motion Design (registered in Denmark DK28663455) whose registered office is at Jens Juuls Vej 1, 8260 Viby J, 8000 Aarhus C, Denmark.

“Lessee”; the person or firm who hires the Equipment from the Lessor.

“Order”; the Lessee's order for the Equipment, as set out in the Lessee’s order form, the Lessee's written acceptance of the Lessor's quotation, or overleaf, as the case may be.

“Order Confirmation”; the Lessor’s confirmation of the Lessee’s order.

“Payment Schedule”; the sums payable as set out in the Order Confirmation.

“Site”; the Lessee's premises as set out in the Order.

"Specification"; any specification for the Equipment, including any related plans and drawings, that is agreed by the Lessee and Lessor.

“Rental Payments”; the payments made by or on behalf of Lessee for hire of the Equipment.

“Rental Period”; the period of hire as set out in clause 3.

“Total Loss”; the Equipment is, in the Lessor's reasonable opinion or the opinion of its insurer(s), damaged beyond repair, lost, stolen, seized or confiscated.

“Trading Address”; Jens Juuls Vej 1, 8260 Viby J, Denmark.

• A person includes a natural person, corporate, or unincorporated body (whether or not having separate legal personality).
• A reference to a company shall include any company, corporation or other body corporate wherever and however incorporated or established.
• A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment, and includes any subordinate legislation for the time being in force made under it.
• A reference to writing or written includes faxes and emails.

2. Equipment Hire

• The Lessor shall hire the Equipment to the Lessee for use at the Site subject to the terms and conditions of the Contract.
• The Lessor shall not, other than in the exercise of its rights under the Contract or applicable law, interfere with the Lessee's quiet possession of the Equipment.

3. Rental Period

The Rental Period starts on the Commencement Date and shall continue for a period set out in the Order Confirmation unless the Contract is terminated earlier in accordance with its terms.

4. Rental Payments

• The Lessee shall pay the Rental Payments to the Lessor in accordance with the Order Confirmation.
• The Rental Payments are exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Lessee at the rate and in the manner from time to time described by the law.
• All payments to be made by either party under the Contract shall be made without withholding or set-off on account of disputes, counterclaims or for any other reason whatsoever.
• If the Lessee fails to pay any Rental Payments or any other sums payable under the Contract by the due date for payment under the Contract then, without limiting the Lessor’s rights under clause 1, the Lessee shall pay interest on such sums for the period from and including the due date of payment up to the actual date of payment, whether before or after judgment. The interest shall be paid at the rate of two percent (2%) per annum.

5. Delivery

• The Lessee shall collect the Equipment from the Lessor's premises at the Trading Address or such other location as may be advised by the Lessor before delivery (Delivery Location).
• If specified in the Order Confirmation that delivery of the Equipment shall be made to the Lessee, the Lessor shall use all reasonable endeavours to effect Delivery by the date and time agreed between the parties. The Lessee shall procure that a duly authorised representative of the Lessee shall be present at the Delivery of the Equipment. Acceptance of Delivery by such representative shall constitute conclusive evidence that the Lessee has examined the Equipment and has found it to be in good condition, complete and fit in every way for the purpose for which it is intended. If required by the Lessor, the Lessee's duly authorised representative shall sign a receipt confirming such acceptance.
• Risk shall transfer in accordance with clause 7 of the Contract.

6. Installation

• If specified in the Order Confirmation, the Lessor shall at the Lessee’s expense install as the case may be the Equipment at the Site. The Lessee shall procure that a duly authorized representative of the Lessee shall be present at the installation of the Equipment. Acceptance by such representative of installation shall constitute conclusive evidence that the Lessee’s duly authorized representative shall sign a receipt confirming such acceptance.
• To facilitate Delivery and installation, the Lessee shall at its sole expense provide all relevant, facilities, access and suitable working conditions to enable Delivery and installation to be carried out safely and expeditiously including the materials, facilities, access and working conditions.

7. Title, Risk, and Insurance

• The Equipment shall at all times remain the property of the Lessor, and the Lessee shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment subject to the terms and conditions of the Contract).
• The risk of loss, theft, damage, or destruction of the Equipment shall pass to the Lessee on Delivery. The Equipment shall remain at the sole risk of the Lessee during the Rental Period and any further term during which the Equipment is in the possession, custody or control of the Lessee ("Risk Period") until such time as the Equipment is redelivered to the Lessor. During the Rental Period and the Risk Period, the Lessee shall, at its own expense, obtain and maintain the following insurances:
• Insurance against such other or further risks relating to the Equipment as may be required by law, together with such other insurance as the Lessor may from time to time consider reasonably necessary and advise to the Lessee.

8. Lessee’s Responsibilities

• The Lessee shall during the term of the Contract:
• The Lessee acknowledges that the Lessor shall not be responsible for any loss of or damage to the Equipment arising out of or in connection with any negligence, misuse, mishandling of the Equipment or otherwise caused by the Lessee or its officers, employees, agents and contractors, and the Lessee undertakes to indemnify the Lessor on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by the Lessee to comply with the terms of the Contract. 

9. Warranty

• The Lessor warrants that the Equipment shall substantially conform to its specification (as made available by the Lessor), be of satisfactory quality and fit for any purpose held out by the Lessor. The Lessor shall use all reasonable endeavours to remedy, free of charge, any material defect in the Equipment which manifests itself within one (1) month from Delivery, provided that:
• The Lessor is permitted to make a full examination of the alleged defect;
• The Lessee alters or repairs such Equipment without the written consent of Wahlberg.
• The defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions.
• The Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
• Insofar as the Equipment comprises or contains equipment or components which were not manufactured or produced by the Lessor, the Lessee shall be entitled only to such warranty or other benefit as the Lessor has received from the manufacturer.
• If the Lessor fails to remedy any material defect in the Equipment in accordance with clause 1, the Lessor shall, at the Lessee's request, accept the return of part or all of the Equipment and make an appropriate reduction to the Rental Payments payable during the remaining term of the agreement and, if relevant, return any Deposit (or any part of it).

10. Liability

• Without prejudice to clause 2, the Lessor's maximum aggregate liability for breach of the Contract (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall in no circumstances exceed the total sum of the Rental Payments under the Contract.
• Nothing in the Contract shall exclude or in any way limit:
• Any other liability which cannot be excluded by law;
• In each case, however caused, even if foreseeable.

11. Termination

• The Lessor may, without prejudice to any other right or remedy which may be available to it, terminate the Contract immediately by written notice to the Lessee if:
• The Lessee suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts.
• The Lessee commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors.
• A petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Lessee.
• An application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Lessee.
• A person becomes entitled to appoint a receiver over the assets of the Lessee or a receiver is appointed over the assets of the Lessee.
• A creditor or encumbrancer of the Lessee attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Lessee's assets and such attachment or process is not discharged within fourteen (14) days.
• Any event occurs, or proceeding is taken, with respect to the Lessee in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.1(iii) to clause 11.1(ix) (inclusive); o
• The Lessor's consent to the Lessee's possession of the Equipment shall terminate and the Lessor may, by its authorised representatives, without notice and at the Lessee's expense, retake possession of the Equipment and for this purpose may enter the Site or any premises at which the Equipment is located.
• Without prejudice to any other rights or remedies of the Lessee, the Lessee shall pay to the Lessor on demand:
• Upon termination of the Contract pursuant to clause 1, any other repudiation of the Contract by the Lessee which is accepted by the Lessor or pursuant to clause 11.2, without prejudice to any other rights or remedies of the Lessor, the Lessee shall pay to the Lessor on demand a sum equal to the whole of the Rental Payments that would (but for the termination) have been payable if the agreement had continued from the date of such demand to the end of the Rental Period.
• The sums payable pursuant to clause 4 shall be agreed compensation for the Lessor's loss and shall be payable in addition to the sums payable pursuant to clause 11.3(ii).
• Termination of the Contract shall be without prejudice to the rights and obligations of the parties accrued up to the date of termination.

12. Force Majeure

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event and in such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.. A "Force Majeure Event" means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

13. Confidential information

• Neither party shall, during and after termination of the Contract, without the prior written consent of the other party, use or disclose to any other person any information of the other party which is identified as confidential or which is confidential by its nature.
• Each party shall on demand and on termination of the Contract surrender to the other party all materials relating to such confidential information in its or its personnel's, agents' or representatives' possession.

14. Assignment and Subcontracting

• The Lessor may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
• The Lessee may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Lessor.

15. Entire Agreement and Variation

• The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
• Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Contract. Each party agrees that its only liability in respect of those representations and warranties that are set out in the Contract (whether made innocently or negligently) shall be for breach of contract.
• Nothing in this clause shall limit or exclude any liability for fraud or for fraudulent misrepresentation.
• No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16. Contracts

• A person who is not a party to the Contract shall not have any rights under or in connection with it.
• The rights of the parties to terminate, rescind, or agree any variation, waiver, or settlement under the Contract is not subject to the consent of any person that is not a party to the Contract.

17. Notices

• Any notice or other communication required to be given under the Contract, shall be in writing and shall be delivered personally, or sent by pre-paid post or recorded delivery or by commercial courier, to each party required to receive the notice or communication as set out in the Contract or as otherwise specified by the relevant party by notice in writing to each other party.
• Any notice or other communication shall be deemed to have been duly received:

18. No Waiver

No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

19. Severance

• If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
• If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

20. Governing Law and Jurisdiction

• The Contract and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with Danish law.
• The parties irrevocably agree that the courts of Denmark shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter.