WIT – Drink in tube

WIT DELUXE, CVR-no. 41977701 – General Terms & Conditions // Drink in tube

1   SCOPE OF THE GENERAL TERMS & CONDITIONS

1.1 These General Terms and Conditions of Sale (“GTCS”) apply to all product sales by Wit Deluxe ApS notwithstanding any conflicting, contrary, or additional terms and conditions in any purchase order or other communication from our customers. No such conflicting, contrary, or additional terms and conditions shall be deemed accepted by us unless and until we, Wit Deluxe ApS, expressly confirm our acceptance hereof in writing.

1.2 We reserve the right to change these GTCS at any time. We will give our customers 14 calendar days’ notice of any changes through our website.

2  CONTRACT AND ORDERS

2.1 Every agreement is entered into by means of offer and acceptance. If the acceptance by the customer deviates from Wit Deluxe ApS’ offer, the agreement will not be in accordance with this deviating acceptance unless Wit Deluxe ApS explicitly states otherwise.

2.2 Offers made by Wit Deluxe ApS are open for acceptance within 14 calendar days from the date of issue, unless otherwise specifically stated therein, and are always subject to the availability of the product offered.

2.3 All purchase orders issued by a customer shall specify as a minimum the type and quantity of products requested, applicable unit prices, delivery place and requested delivery dates. No purchase order shall be binding on Wit Deluxe ApS unless and until confirmed by Wit Deluxe ApS in writing.

2.4 Any order placed by electronic means, such as email or through our web-shop, only establishes an agreement when the order is confirmed by Wit Deluxe ApS.

3   DESCRIPTION

3.1 Characteristics stated by Wit Deluxe ApS in the offer, proposal, webshop or otherwise of products to be supplied may deviate to an insignificant degree from that which is supplied. All deviations in the characteristics of the products that the customer should reasonably be expected to tolerate, such as small differences in colour and dimensions, are considered as insignificant. The presence of insignificant deviations does not constitute grounds for the customer to make any complaint, to suspend any of its obligations arising out of the agreement, to terminate the agreement or to claim damages or any other form of compensation.

4   DELIVERY

4.1 Products will be delivered at the place and in the manner agreed by the parties.

4.2 Unless expressly agreed otherwise, webshop orders will be delivered to the address stated by the customer. The risk of loss of or damage to the products will pass to the customer, when the products are received by, or on behalf of, the customer.

4.3 If Wit Deluxe ApS is responsible for transportation of the consignment, the invoice address will be considered as the delivery address unless a specific delivery address has been stated by the customer.

4.4 Wit Deluxe ApS reserves the right to make part deliveries of orders unless.

4.5 If Wit Deluxe ApS fails to deliver at the agreed delivery date, it does not in any circumstances give the customer the right to refuse to receive the products or to refuse to pay Wit Deluxe ApS the amounts due under the agreement. If Wit Deluxe ApS incurs additional expenses which would not otherwise have incurred if the products had been accepted at the time of delivery, and these circumstances can be attributed to the customer, these expenses will be charged to the customer.

4.6 If Wit Deluxe ApS depends on information from the customer to fulfil the agreement, the delivery period referred to under this clause 4 will not begin until Wit Deluxe ApS has received this information.

5   EXAMINATION AND COMPLAINTS

5.1 The customer must examine at the delivery, or immediately afterwards, whether the nature and quantity of the products correspond to the agreement. If the nature or quantity of the products does not correspond to the agreement, the customer must report this to Wit Deluxe ApS immediately after the examination.

5.2 The customer is deemed to have accepted delivery of the products unless the customer has given written notice of rejection specifying the reasons for the rejection.

5.3 If there are defects that could not reasonably have been seen or known at the time of delivery, the customer must report them to Wit Deluxe ApS in writing within seven days of becoming aware of the existence of the defects, or within seven days of when the customer could reasonably have become aware of the defects.

5.4 If the customer does not complain in due time, the complaint does not give rise to any obligation of Wit Deluxe ApS towards the customer. Moreover, if the customer complains in due time, the customer is still obliged to pay Wit Deluxe ApS on time.

6   PRODUCT LIABILITY

6.1 Wit Deluxe ApS warrants that the products correspond to the agreement and therefore possess the characteristics necessary for normal use.

6.2 Product defects due to external cause or other circumstances which cannot be related to Wit Deluxe ApS do not constitute grounds for complaints or claims against the warranty or for non-conformity. This includes, but is not limited to, defects due to damage, incorrect or improper treatment or use that is inconsistent with any instructions from Wit Deluxe ApS, including but not limited to drinking directly from the tube causing damage.

6.3 The tube is delivered by Wit Deluxe ApS as glass packaging applicable for food and drinking products. The customer is liable for the filling of the tube as well as the sealing and storage of the tube.

6.3.1 Wit Deluxe recommends an approximately shelf life of 6-18 months depending on the contents of the tubes. The shelf life depends on the quality of the wine, spirits or other products, the customer fills in the tube and how the tube is stored after filling and sealing the screw top. This section 6.3.1 is for guidance only and shall be non-binding for Wit Deluxe ApS.

6.4 Also, any guarantee and issued warranty does not cover damage resulting from misuse, negligent handling, lack of reasonable maintenance and care, accident, or abuse by anyone other than Wit Deluxe ApS.

6.5 A customer has no right of return of the products. Products may only be returned on the grounds of a shortcoming by Wit Deluxe ApS. If such a shortcoming is present and the customer has submitted a complaint to Wit Deluxe ApS in due time, Wit Deluxe ApS will either repair the defect, replace the product, or refund the purchase price. The customer is not able to claim any additional damages from Wit Deluxe ApS on the grounds of a shortcoming.

7   SUSPENSION AND TERMINATION

7.1 Wit Deluxe ApS has the right to suspend or partially or completely terminate the agreement with immediate effect if the circumstances justify it, if and insofar as the customer does not completely fulfil its obligations under the agreement, or if Wit Deluxe ApS becomes aware of circumstances that give reasons to fear that the customer will not be able to fulfil its obligations.

7.2 The customer cannot claim any form of compensation in respect of a right of suspension or termination exercised by Wit Deluxe ApS on the grounds of this clause.

7.3 If it can be related to it, the customer is obliged to compensate Wit Deluxe ApS for the consequences of the suspension or termination of the agreement.

7.4 If Wit Deluxe ApS terminates the agreement on the grounds of this clause, all claims become immediately due and payable.

8  PRICES AND TERMS OF PAYMENT

8.1 Unless expressly stated otherwise by Wit Deluxe ApS, all prices stated by Wit Deluxe ApS are inclusive VAT. The price of the products shall be those set forth in Wit Deluxe ApS’ order confirmation.

8.2 Unless expressly agreed otherwise, postage and packaging will be charged to the customer if products are to be delivered.

8.3 Unless agreed otherwise, Wit Deluxe ApS has the right to claim full or partial advance of the amount due if the order has an invoice value of DKK 10,000 (including VAT) or more. Wit Deluxe ApS will oblige the customer to pay 70% of the sales price in advance.

8.4 If the customer has not performed its payment obligations to Wit Deluxe ApS, Wit Deluxe ApS is not obliged to continue to fulfil the agreement.

8.5 Payment must be made as indicated by Wit Deluxe ApS. Payment by bank transfer must take place within 14 days of the invoice date as specified by Wit Deluxe ApS on the invoice.

8.6 If the customer fails to pay on time, the customer is in default. If the customer fails to pay any invoice within 14 calendar days of the due date of payment, Wit Deluxe ApS may suspend delivery of any purchase order or any remaining balance thereof until payment is made or terminate delivery of any purchase order or any remaining balance thereof by written notice of termination to the customer within seven calendar days of the expiration of the grace period. From the day the customer is in default, the customer will be liable to 1.5% interest on the outstanding amount per month. This shall be in addition to, and not in limitation of, any other rights or remedies to which Wit Deluxe ApS is or may be entitled to under the law.

8.6.1 A part of a month shall be deemed a full month.

8.7 All reasonable costs, such as court, extrajudicial and enforcement costs, incurred in obtaining the amounts due to Wit Deluxe ApS from the customer, will be charged to the customer.

8.8 Wit Deluxe ApS may in its sole discretion at any time change agreed payment terms without notice by requiring cash payment in advance or cash on delivery, bank guarantee, letter of credit or otherwise.

9   LIMITATION OF LIABILITY AND INDEMNITY

9.1 Except for intent and willful recklessness by Wit Deluxe ApS, Wit Deluxe ApS is not liable for defects to the products after delivery.

9.2 Wit Deluxe ApS cannot be liable for consequential loss or damage, including loss of profits, other losses, and damages due to business stagnation. Moreover, Wit Deluxe ApS shall not be liable for any, indirect, special, incidental, consequential, or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal or reinstallation costs, reprocurement costs, loss of data, injury to reputation or loss of customers.

9.3 Without prejudice to these GTCS, Wit Deluxe ApS can only be held lia-ble for direct loss or damage to the customer. Direct loss or damage is understood to mean exclusively:

(1) the reasonable costs of ascertaining the cause and extent of the damage or loss insofar as the finding relates to damage or loss that can be considered for compensation,

(2) any reasonable costs incurred to ensure that Wit Deluxe ApS’ defective performance is improved to correspond to the agreement, insofar that this can be attributed to Wit Deluxe ApS.

9.4 Should Wit Deluxe ApS be liable for any loss or damage, it always has the right to repair this loss or damage where possible. The customer must always allow Wit Deluxe ApS the opportunity to do so, otherwise any liability of Wit Deluxe ApS lapses.

9.5 Wit Deluxe ApS’ liability is limited to no more than the invoice value of the agreement irrespective of the nature of the claim whether in contract, tort, warranty or otherwise.

9.6 The customer indemnifies Wit Deluxe ApS from any claims from third parties who suffer loss or damage in connection with the fulfilment of the agreement where the cause can be attributed to a party or parties other than Wit Deluxe ApS.

9.7 The limitations of liability in these GTCS do not apply if the loss or damage is because of intent or willful recklessness on the part of Wit Deluxe ApS.

10  RETENTION OF TITLE

10.1 All products supplied to the customer remain the property of Wit Deluxe ApS until the customer has satisfied all its payment obligations under the agreement.

10.2 If the customer has fulfilled its obligations after the products have been supplied by Wit Deluxe ApS, the retention of title can be revived in respect of these products if the customer fails to fulfil its obligations under an agreement entered into later on.

10.3 Wit Deluxe ApS has the right to retain any of the customer’s products that Wit Deluxe ApS might have in its possession to satisfy all payable claims Wit Deluxe ApS has against the customer. Title to products delivered shall remain vested in Wit Deluxe ApS and shall not pass to the customer until the products have been paid for in full. If the customer fails to pay any invoice within 14 calendar days of the due date of payment, Wit Deluxe ApS may retake the products covered by the invoice. The customer must ensure all products delivered to their full replacement value until title to the products has passed to the customer.

11  PROCESSING OF PERSONAL DATA

11.1 Wit Deluxe ApS processes personal data with due observance of the General Data Protection Regulation and law. Information of the customer’s name, address, email, telephone number, etc. can only be used in connection with the customer’s orders, communication, etc.

11.2 Wit Deluxe ApS complies with the rights of the data subject (including right of access, rectification, deletion, limitation of processing, objection, data portability, complaint and right not to be subject to a decision based solely on automatic processing, including profiling).

11.3 Wit Deluxe ApS will only store the data for as long as is necessary for the purpose for which it is processed. Wit Deluxe ApS can neither disclose, sell nor otherwise transfer information to third parties, unless the customer has agreed to the same.

11.4 If the customer wants information on which data is being processed, have its data deleted or corrected, the customer should contact Wit Deluxe ApS, Mette Hjorth Michelsen, info@wit-wineintube.com.

12  FORCE MAJEURE

12.1 Wit Deluxe ApS and the customer shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lockouts or other serious labour disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume. In the event the interruption of the excused party’s obligations continues for a period more than 30 calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, giving 30 calendar days’ prior written notice to the other party.

13   MISCELLANEOUS

13.1 No waiver of any provision of these GTCS shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these GTCS shall not constitute a waiver of such provision or any other provision(s) of these GTCS.

13.2 Should any provision of these GTCS be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these GTCS shall remain in full force and effect and shall be construed in accordance with the modified provision.

14   LAW AND VENUE

14.1 These GTCS and all contracts of sale shall be governed by and construed in accordance with the laws of Denmark without giving effect to any choice of law or conflict of law provisions.

14.2 Any conflicts, suits, actions or proceedings that may be instituted shall be instituted exclusively before the Court of Roskilde in Denmark.

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