Applicable to C-Pen Shop

1. GENERAL

1.1. “C-Pen” means C-Pen Trading AB, with Swedish corporate registration No. 556985-2139 and with its principal place of business at Plejelvägen 17, SE-23931 Skanör, Sweden.

1.2. The provisions of this General Conditions of Sale text stipulate the general terms and conditions for C-Pen’s sale of Products to the Buyer. “Buyer” and “Product” shall have the meanings as follow from an order placed on a web portal where references are made to these conditions. The order information together with these conditions form the agreement (the “Contract”) for the sale of Products from C-Pen to Buyer.

1.3. Buyer’s placing of the order shall constitute the Buyer’s acceptance of the terms and conditions of the Contract, and shall thereby become binding upon the Buyer.

1.4. The Contract shall become binding upon C-Pen when C-Pen either issues a written order confirmation to the Buyer or delivers the ordered Product to the Buyer, whichever comes first.

1.5. The Product may include and/or depend on firmware and/or software. Such firmware and software is licensed, not sold. The license conditions are then stated in a separate End User License Agreement (a “EULA”) that accompanies the Product and/or or the associated software. The EULA applies in addition to and not exclusive of the Contract. If the EULA is in conflict with the Contract, the EULA shall prevail with respect to the firmware and/or software.

2. PRICING AND PAYMENT, DELIVERY

2.1. All Product pricing includes Swedish value added tax (“moms”). Shipping costs from C-Pen to the Buyer might be added to the price, as follows from the pricing information presented at time of purchase. C-Pen’s European VAT No. is SE556985213901.

2.2. The Product is paid for by a secure Internet payment method. C-Pen does not have access to any information about the credit card or the Buyer’s bank account. The Product will be shipped once the payment has been confirmed by C-Pen.

2.3. Delivery is made to Buyer’s stated address under “DAP” conditions in accordance with Incoterms® 2010.

3. RETURNS, WARRANTY

3.1 The Buyer has a limited right to return the Product to C-Pen for convenience, as follows from Section 3.2. The Buyer may also have the right to return the product for cause: either as a statutory right as follows from Section 3.3, or under warranty as follows from Section 3.4. In either case, the return procedures in Section 3.5 has to be followed.

3.2. Return for convenience: The Buyer may within 14 days after its receipt of the Product initiate the return of the Product to C-Pen, without stating a cause. Practical return procedures follow from section 3.5. Provided that the Product is received by C-Pen in good working order and that it has not been used more than necessary to investigate its function, C-Pen will then refund the price initially paid by the Buyer by crediting the credit card account with the same amount, within 14 days after receipt of the Product. Packaging and shipping cost from the Buyer to C-Pen will not be refunded. C-Pen reserves the right to reduce the amount refunded or not to refund anything at all, if the Product received by C-Pen is more than reasonably worn or otherwise damaged.

3.3. Defective Product – statutory rights: The Buyer may within three years after its receipt of the Product file a notice to C-Pen that the Product was “Defective” (i.e. was not working according to specifications supplied by C-Pen with the Product or in the marketing thereof, or had errors in material or production workmanship) at delivery. Such notice should be filed within two months after the Buyer noticed the defect. Defects appearing within six months after the Buyer’s receipt of the Product shall by law be deemed to have existed at delivery. Practical return procedures follow from section 3.5.
Upon C-Pen’s receipt of the Defective Product, C-Pen will try to repair or replace the Product, and will then return the repaired or new Product to the Buyer at C-Pen’s risk and expense. If repair or replacement is not a viable option, then C-Pen may instead refund the price the Buyer originally paid for the Product. In either case, C-Pen will then also refund the Buyer’s reasonable costs for returning the Defective Product to C-Pen.

3.4. Defective Product – warranty: In addition to the Buyer’s statutory rights under section 3.3, C-Pen also warrants that no Defect will occur within one year after the Product was received by the Buyer. If such Defect occurs, the Buyer must file a notice thereof to C-Pen not later than two months after the Defect was noticed. Practical return procedures follow from section 3.5.
Upon C-Pen’s receipt of the Defective Product, C-Pen will try to repair or replace the Product, and will then return the repaired or new Product to the Buyer at C-Pen’s risk and expense. If repair or replacement is not a viable option, then C-Pen may instead refund the price the Buyer originally paid for the Product. In either case, C-Pen will then also refund the Buyer’s reasonable costs for returning the Defective Product to C-Pen.
The warranty does not apply to Defects occurring due to normal wear and tear, or due to misuse, neglect, accident or modification of the Product. Nor does it apply if the Product has been disassembled and/or altered by anyone but C-Pen or its representatives. Further, as an exception to the general warranty, the battery of the product (if any) is warranted against Defects occurring only within three months after the Product was received by the Buyer.
The warranty period is not extended by the repair or replacement of any Defective Product i.e. the returned Product shall be warranted in terms hereof only for the un-expired period of the warranty.

3.5. Return procedures: The return of the Product to C-Pen for whatever reason must be initiated by the Buyer issuing a request thereof to C-Pen, either by mail to the address stated at the top of this document, or through the contact page of the cpen.com web site, or by e-mail to support@cpen.com. The request must be accompanied by an order number, invoice number or other proof of purchase. If the proof of purchase is recognized, C-Pen will then issue a return address and a return of material authorization (RMA) number. The Buyer is then responsible for packing the complete Product including any cables, documentation and other accessories originally delivered in a secure manner to avoid transport damages, and then to have it sent to the stated address at Buyer’s risk and expense. It is recommended that the Product is packaged in its original carton and then with an additional protective package around it. C-Pen will not accept shipments where the receiver is required to pay any amount for the shipping agency’s release of the goods. The assigned RMA number shall be clearly stated on the outer side of the package. C-Pen will not be liable for goods sent to it without prior RMA number assignment, or without being marked with the RMA number.

3.6. Bad claim of Defects: The Buyer is responsible for identifying a Product error to be a Defect covered by sections 3.3 and 3.4. If C-Pen by its objective and professional judgment finds that the Product is not returned due to a Defect covered by 3.3 or 3.4 (by example, the Defect cannot be reproduced, or the warranty has expired), then C-Pen has the right to charge the Buyer for its reasonable investigation fees. Upon the Buyer’s request, the original Product will then be returned to the Buyer at the Buyer’s expense. If the Buyer waives the return or otherwise does not request return within one month after C-Pen has announced to the Buyer that the Product is not Defective under 3.3 or 3.4, then the Product will become the property of C-Pen and C-Pen may dispose of it as it sees fit.

3.7. THE BUYER AGREES AND ACCEPTS THAT THE RETURN OPTIONS (INCLUDING RELATED WARRANTY) EXPRESSLY GIVEN IN THIS SECTION 3 TO THE MAXIMUM EXTENT PERMITTED BY LAW CONSTITUTE THE ONLY OPTIONS GIVEN AND WARRANTIES MADE BY C-PEN WITH RESPECT TO FAULTS OR ERRORS IN THE PRODUCT, AND ARE IN LIEU OF ALL OTHER OPTIONS AND WARRANTIES, WHETHER EXPRESSED OR IMPLIED. C-PEN SHALL HAVE NO OTHER LIABILITY AND THE BUYER SHALL HAVE NO OTHER OPTIONS OR REMEDIES IN CASE OF FAULTS OR ERRORS IN THE PRODUCT OTHER THAN EXPRESSLY PROVIDED FOR HEREIN.

4. COMMITMENTS BY THE BUYER

4.1. The Buyer agrees not to
a) Modify, disassemble, reverse engineer or decompile any part of the Products unless expressly permitted by applicable law without the possibility of contractual waiver; or
b) Remove any proprietary, copyright, legal or warning texts from the Product including its documentation.

4.2. The Buyer acknowledges that C-Pen has not designed or intended the Products for use in high risk environments requiring fail-safe performance, such as life support systems, chemical plant control systems, air traffic control systems, nuclear facilities, or systems on board airplanes.

5. INTELLECTUAL PROPERTY RIGHTS

5.1. No title or ownership with regard to any intellectual property rights shall be transferred from C-Pen or its licensors to the Buyer as a result of the performance of the Contract and consequently C-Pen and its licensors retain title to all their respective intellectual property rights.

6. LIMITATION OF LIABILITY

6.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, C-PEN’S TOTAL LIABILITY UNDER THE CONTRACT, SAVE FOR CASES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SHALL FOR ANY EVENT AND AGGREGATED FOR ALL EVENTS BE LIMITED TO THE NET AMOUNT BUYER HAS PAID TO C-PEN UNDER THE CONTRACT FOR THE PRODUCT INCURRING THE LIABILITY.

6.2. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL C-PEN BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE CONTRACT, INCLUDING BUT NOT LIMITED TO ANY LOSS OF OPPORTUNITY, BUSINESS, PROFIT, REVENUE, DATA OR OTHER INFORMATION, OR ANY USE OF ANY DATA, INFORMATION, DOCUMENTATION OR SERVICES, UNLESS THE DAMAGE SUFFERED IS DUE TO C-PEN’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

7. MISCELLANEOUS

7.1. The Contract and the validity thereof shall be governed by and construed in accordance with the substantive laws of Sweden. Accordingly, nothing contained herein affects the Buyer’s statutory rights, including rights of consumers under national rules and regulations governing the sale of consumer goods that cannot be waived or limited by contract.

7.2. The Contract embodies the entire understanding between the parties respecting the subject matter of this Agreement. The failure of either party to require performance by the other party of any provision of the Contract shall in no way affect the full right to require such performance at any time thereafter. Should any provisions of the Contract be found unenforceable by a court of competent jurisdiction, the remainder shall remain in effect to the furthest possible extent.

7.3. Neither Party shall be in default if a failure to perform any obligation hereunder is caused solely by supervening conditions beyond that Party’s reasonable control, including acts of God, civil commotion, acts of terrorism, and governmental or public authorities’ demands or requirements.

7.4. C-Pen has the right to subcontract all or portions of its obligations under the Contract to third parties. However, in such cases, any act or omission by such subcontractor shall be deemed to be an act or omission by C-Pen.

7.5. The Buyer’s personal information supplied during the purchase process will only be used by C-Pen to complete the actual business transaction, and will not be shared with any third party except with C-Pen’s subcontractors (if any) assisting in the completion of the transaction, and then only for that purpose. C-Pen complies with Swedish personal data protection laws.

[C-Pen HWGCSWS 150901]