Terms & Conditions of Sale
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.
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
13.1 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.
