CONDITIONS GÉNÉRALES DE VENTE

GENERAL
1.1. These Conditions govern the sale agreements (the Agreements) made between Wonder Pet Concept and the Customers relating to the Products sold through the Website and other channels to the extent that the Parties agreed to the application hereof.

1.2. These Conditions only apply to « consumers » (i.e. natural persons who purchase the Products for purposes which are outside their trade, business, craft of profession) who are domiciled in Switzerland, United Kingdom and in any Member States of the European Free Trade Area or the European Union. If you are not a consumer, please refer to the general terms and condition of sale (B2B) which can be retrieved from the Website.

1.3. By contracting on the basis of these Conditions (e.g. by placing an Order via the Website), Customer acknowledges having read, understood and accepted, without reservation, the applicability thereof, in respect of all transactions between Wonder Pet Concept and Customer. In the event of disagreement with these Conditions, the Customer shall refrain from placing an Order.

1.4. Wonder Pet Concept reserves the right to amend the Conditions at any time and without prior notice. The amended Conditions shall apply in the version in force at the time of issuance of the relevant Order. The last version of the Conditions is published on the Website, so that Customer must consult the Website before placing an Order. Any Order placed after publication by Wonder Pet Concept of a new version of the Conditions shall constitute acceptance of this new version.

 

DEFINITIONS

In addition to the terms defined elsewhere in these Conditions, the following terms shall have the following meanings:
Agreement: the agreement made between Wonder Pet Concept and Customer for the sale of Products in accordance with these Conditions.
Clause: a clause of these Conditions.
Conditions: these general terms and conditions of sale, as amended from time to time.
Confirmation: the written or electronic acceptance by Wonder Pet Concept of any Order placed by Customer.
Customer: the person with whom Wonder Pet Concept enters into a sale agreement governed
by these Conditions.
Documentation: any user manuals, technical documentation and other materials provided by Wonder Pet Concept to Customer relating to the Products and referred to in the Confirmation or in the documentation accompanying the Products.
Incoterms: the incoterms published by the International Chamber of Commerce (ICC) – version of 2022 or any subsequent version applicable at the date of the Confirmation.
Laws and Standards: the applicable national or regional laws applicable, as well as any technical standards or industry codes of conduct applicable to the Products.
Order: the purchase order placed by Customer to purchase Products in accordance with these Conditions.
Parties: Customer and Wonder Pet Concept, and their respective permitted successors and assigns.
Products: any products commercialized under the brand « WONPECO » or other brands that Wonder Pet Concept commercializes through its Website.
Website: the website operated by Wonder Pet Concept located at www.wpc-sa.com.
Wonder Pet Concept: Wonder Pet Concept SA, a Swiss company with its registered office at
Place Centrale 2, 1937 Orsières, Switzerland, registered with the commercial register of the
canton of Valais under the business identification number IDE n° CHE-323.523.345.

ENTRY INTO AN AGREEMENT

3.1. The entry into of an Agreement shall require an Order placed by the Customer and a Confirmation by Wonder Pet Concept, on the terms and conditions of this Clause.

3.2. By placing an Order, Customer represents that he/she is an individual and purchase the Products for his/her own private use.

3.3. The Order can be placed at the end of the order process on the Website by clicking the button “Validation” (or any similar terms). By clicking such button, Customer is deemed to make a binding offer to Wonder Pet Concept to purchase the Products set forth in the Order.

3.4. Wonder Pet Concept has no obligation to accept any Order and will only be bound if it expressly sends a Confirmation in writing (including by email) to the Customer. The Agreement is entered into as soon as Customer receives such Confirmation.

3.5. The Agreement shall consist of the following contractual documents, from the higher rank to the lower rank:

• the Confirmation;
• the Order;
• the Conditions;
• any inconsistency between the provisions ofany other document(s) incorporated into the Agreement by reference.

3.6. In the event of any inconsistency between the provisions of any of these documents, the provisions of the higher-ranked document shall prevail.

3.7. Unless stated otherwise by Wonder Pet Concept, descriptions of Products, price list and other information published by, Wonder Pet Concept in whatever form (including on its Website and on any marketing documentation), general advice or specifications are not deemed to be contractual information binding on Wonder Pet Concept. All such features issued by Wonder Pet Concept are revocable and subject to change without notice.

3.8. Wonder Pet Concept is authorized to terminate an Agreement, in whole or in part, in case of shortage of the Products, provided that it shall inform Customer as soon as reasonably possible. As the case may be, Wonder Pet Concept will refund any amount already paid by Customer with respect to the Products not delivered.

3.9. Wonder Pet Concept may also terminate the Agreement, if the Order is not placed by the Customer (individual) for himself/herself, including if the Order is placed through software, robots, web crawlers, web spiders, automated system or through third party service providers acting in Customer’s name.

TRANSFER OF RISK

6.1. The transfer of risks is defined by the Incoterms agreed upon in the Agreement.

 

ACCEPTANCE OF DELIVERY

7.1. On delivery, Customer must inspect the Products as soon as possible and satisfy himself/herself that the type and quantity of Products delivered correspond to the Agreement.

7.2. Complaints about the Products shall be made in writing as soon as possible from delivery but no later than 2 months from delivery.

7.3. Failure to complain within the above-mentioned time shall be deemed to be an unconditional acceptance by Customer of the delivery, subject however to his/her withdrawal right provided in Clause 8 and the Warranty provided in Clause 9, which are reserved.

 

RIGHT OF WITHDRAWAL

8.1. For all purchases of Products made through the Website or any other form of distance selling, Customer has the right to withdraw from the Agreement within 14 days of receipt of the Products without giving any reason, on the terms and conditions of this Clause.

8.2. To exercise the right of withdrawal, Customer must inform Wonder Pet Concept of his/her decision to withdraw from the Agreement by an unequivocal written statement. It is recommended to use the model withdrawal form set forth in Annex 1. The withdrawal notice must be sent by email or mail to Wonder Pet Concept (see Contact in Clause 10 below). Wonder Pet Concept will communicate to Customer an acknowledgement of receipt of such a withdrawal on a durable medium (as a rule by e-mail) without delay.

8.3. The withdrawal right can be exercised during 14 days after receipt of the Products.

8.4. In case of valid and timely exercise of the withdrawal right:

• Customer shall send back the Products to Wonder Pet Concept or to any other authorized representative designated by Wonder Pet Concept, without undue delay and in any event not later than 14 days from the day on which Customer communicates his/her withdrawal from the Agreement to Wonder Pet Concept. The deadline is met if Customer sends back the Products before the period of 14 days has expired.
• Customer will bear the costs of returning the Products.
•  
• Wonder Pet Concept shall reimburse to Customer all payments received from him/her, including the costs of delivery (with the exception of the supplementary costs resulting from Customer’s choice of a type of delivery other than the least expensive type of standard delivery offered by Wonder Pet Concept), without undue delay and in any event not later than 14 days after the withdrawal.
•  
• Wonder Pet Concept may however withhold reimbursement until it has received the Products back whole and undamaged in their original packaging with all accessories supplied, in accordance with the instructions of Wonder Pet Concept.
•  
• The reimbursement will be carried out using the same means of payment as Customer used for the initial transaction, unless Customer has expressly agreed otherwise.

8.5. Wonder Pet Concept can exclude the right of withdrawal for the following Products:

• Products that are created according to Customer specifications which are clearly personal in nature;
• Products which by their nature cannot be returned;
• Products which can spoil or age quickly. For animal feed, only unopened feed packaging can be returned.

 

WARRANTY FOR DEFECT

9.1. For each Product sold, Wonder Pet Concept warrants to Customer (and to no other person) (Warranty) that the Products shall in all material respects:

(a) be of the description, type, quantity and quality and possess the functionality and other features set out in the Agreement;

(b) be fit for the purpose for which goods of the same type would normally be used taking into account applicable Laws and Standards relating to the Products

(a breach of the Warranty is referred to as a Defect).

9.2. Wonder Pet Concept shall be liable to the Customer for any Defect which exists at the time when the Products are delivered and which becomes apparent within 2 years of that time, subject to any longer period provided by mandatory law (the Warranty Period).

9.3. The Warranty shall lapse if Customer fails to give notice in writing to Wonder Pet Concept of the Defect (Notice of Defect) within a period of 2 months of the date on which the Customer detected such Defect and in no event no later than on the date on which the Warranty Period expires.

9.4. If and to the extent a Defect is covered by the Warranty, Customer shall be entitled to have the Products brought into conformity or to receive a proportionate reduction in the price, or to terminate the Agreement in accordance with this Clause 9.4.
(a) In order to have the Products brought into conformity, Customer may choose between repair and replacement of the defective Products, at no charge for him/her and within a reasonable period of time, which shall not exceed 30 days. Wonder Pet Concept may refuse to bring the Products into conformity if repair and replacement are impossible or would impose costs on it that would be disproportionate taking into account all circumstances. In case of repair or replacement, Customer shall make the defective Products available to Wonder Pet Concept. Wonder Pet Concept shall take back the replaced Products at its own expense. If the Products are no longer available, Wonder Pet Concept is entitled to replace the defective Products by another equivalent good. In case of repair or replacement, the Warranty Period shall be suspended from the notice of Defect until the Product is replaced or repaired.

(b) If (a) Wonder Pet Concept has not completed, or refused to complete, repair or replacement in accordance with Clause (a), (b) a Defect appears despite Wonder Pet Concept having attempted to bring the Products into conformity or (c) the Defect is of such a serious nature that it prevents Customer to make the intended use of the Products (major Defect), Customer shall be entitled to either a disproportionate price reduction or the termination of the Agreement. Customer shall not be entitled to terminate the Agreement if the Defect is only minor.

(c) Customer must exercise the right to terminate the Agreement by means of a statement to Wonder Pet Concept expressing the decision to terminate the Agreement. Where the Defect relates only to some of the Products delivered, Customer may terminate the Agreement only in relation to those Products. If the Customer terminates the Agreement, in whole or in part, he/she shall return to Wonder Pet Concept, at the latter’s expense, the Products and Wonder Pet Concept shall reimburse to Customer the price paid for the Products upon receipt of the Products or evidence provided by the Customer of having sent back the Products.

9.5. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, WONDER PET’S WARRANTY IS EXCLUDED:

(I) TO THE EXTENT THAT THE DEFECT RELATES TO AN ACTION OR AN EVENT OVER WHICH WONDER PET HAS NO CONTROL, SUCH AS AN IMPROPER HANDLING OR STORAGE OF THE PRODUCT BY CUSTOMER OR ANY THIRD PARTIES OVER WHICH WONDER PET HAS NO CONTROL, INCLUDING (1) ANY USE OF THE PRODUCT WHICH IS NOT IN STRICT COMPLIANCE WITH THE AGREEMENT, THE USER MANUAL AND
ANY OTHER INSTRUCTIONS GIVEN FROM TIME TO TIME BY WONDER PET TO CUSTOMER, (2) LACK OF PROPER MAINTENANCE, (3) INCORRECT STOCKING CONDITIONS, (4) USE OF ANY CONSUMABLES WHICH IS NOT APPROVED BY WONDER PET, (5) USE OF ANY PRODUCTS BEYOND THEIR SHELF LIFE OR
EXPIRATION DATE AS SET FORTH IN THE APPLICABLE PUBLISHED SPECIFICATIONS OR LABELS OF SUCH PRODUCTS, (6) ANY INSTALLATION, REPAIRS, MODIFICATIONS, MAINTENANCE OR OTHER SERVICING BY CUSTOMER OR A THIRD PARTY THAT IS NOT APPROVED BY WONDER PET, (7) ELECTRICAL FAILURE
UNRELATED TO THE PRODUCT, (8) DAMAGE DUE TO VANDALISM, EXPLOSION, FLOOD OR FIRE, WEATHER OR ENVIRONMENTAL CONDITIONS AND ANY OTHER FORCE MAJEURE;
(II) TO THE EXTENT THAT THE DEFECT MAY BE ATTRIBUTABLE TO NORMAL WEAR AND TEAR OF THE PRODUCTS;
(III)TO THE EXTENT THAT THE DEFECT RESULTS FROM ANY RISKS SET OUT IN THE
AGREEMENT AND/OR THE USER MANUAL AND/OR DISCLOSED BEFORE THE CONCLUSION OF THE AGREEMENT TO CUSTOMER;
(IV) WITH RESPECT TO ANY CONSUMMABLES AND ANIMAL FOOD PRODUCTS.

9.6. THE WONDER PET’S WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS OR OTHER TERMS, EXPRESS, IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR ANY PURPOSE, OR ABSENCE OF INFRINGEMENT OF ANY CLAIM IN ANY INTELLECTUAL PROPERTY RIGHT COVERING
THE PRODUCTS, SUBJECT HOWEVER TO ANY APPLICABLE WARRANTY PROVIDED BY MANDATORY LAW.

 

CONTACT

10.1. For any enquiry, Customers can contact Wonder Pet Concept at the following address:

Wonder Pet Concept SA
Place Centrale 2
1937 Orsières
Switzerland
Tel: +41 (0)27 783 44 83
Email: onlineorder@wpc-sa.com

 

FORCE MAJEURE

11.1. Neither Party shall be liable in any way for any damage, loss, cost or expense arising out of or in connection with any delay, restriction, interference or failure in performing any obligation towards the other Party caused by any circumstance beyond its reasonable control, including, without limitation, acts of God, laws and regulations, administrative measures, orders or decrees of any court, earthquake, flood, fire, explosion, war, terrorism, riot, sabotage, accident, epidemic, strike, lockout, slowdown, labor disturbances, difficulty in obtaining necessary labor or raw materials, lack of or failure of transportation, breakdown of plant or essential machinery, emergency repair or maintenance, breakdown or shortage of utilities, delay in delivery or defects in goods supplied by suppliers or subcontractors (a Force Majeure
Event).

11.2. Upon the occurrence of any Force Majeure Event, the Party suffering thereby shall promptly inform the other Party by written notice thereof specifying the cause of the event and how it will affect its performance of its obligations under the Agreement.

11.3. In the event of a Force Majeure Event, the performance of the Agreement shall be suspended until the disappearance, extinction or termination of the Force Majeure Event. However, should a Force Majeure Event continue or be expected to continue for a period extending to more than 60 days after the agreed delivery date, the Parties shall meet to discuss a possible amendment of the Agreement.
11.4. The deadlines provided for in the Agreement shall be automatically postponed according to the duration of the Force Majeure Event.

11.5. In the absence of an agreement between the Parties within 60 days of the occurrence of the Force Majeure Event and that such event continues, each of the Parties shall be entitled to terminate the Agreement that have not yet been executed, without any compensation being due by either Parties.

 

LIMITATION OF LIABILITY

12.1. EXCEPT IF CUSTOMER ESTABLISHES A WILLFUL ACT OR GROSS NEGLIGENCE ON WONDER PET’S PART, UNDER NO CIRCUMSTANCES SHALL WONDER PET BE LIABLE TO CUSTOMER FOR ANY DAMAGES OF ANY KIND (INCLUDING ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGE OR LOSS, COST OR EXPENSE, INCLUDING DAMAGE BASED UPON LOSS OF PROFITS, LOSS OF
BUSINESS, LOSS OF REVENUE, LOSS OF GOODWILL OR ANTICIPATED SAVINGS, DELAY IN DELIVERY, IMPAIRMENT OF OTHER DELIVERABLES OR BASED ON ANY OTHER CAUSE) AND WHETHER THIS LIABILITY ARISES OUT OF OR IN CONNECTION WITH A BREACH OF CONTRACT, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IT IS
AGREED AND ACKNOWLEDGED THAT, TO THE FULL EXTENT PERMITTED BY LAW, WONDER PET’S LIABILITY SHALL BE EXCLUDED (I) FOR ANY DAMAGES CAUSED BY CUSTOMER OR ANY OTHER THIRD PARTY WHILE USING THE PRODUCTS (EVEN IF CAUSED BY MALFUNCTION OF THE PRODUCTS) AND/OR (II) FOR ANY DAMAGES CAUSED BY A BREACH OF APPLICABLE LAW AND/OR BY THE NON-COMPLIANCE
WITH WONDER PET’S DOCUMENTATION, INSTRUCTIONS, SPECIFICATIONS AND ANY OTHER PUBLISHED GUIDELINES.

12.2. IN ADDITION TO THE FOREGOING, THE MAXIMUM AMOUNT TO WHICH WONDER PET IS LIABLE TOWARDS CUSTOMER FOR WHATEVER REASONS (MAXIMUM LIABILITY CAP) SHALL UNDER NO CIRCUMSTANCES EXCEED THE PRICE PAID BY CUSTOMER TO WONDER PET PURSUANT TO THE AGREEMENT ENTERED INTO BY THE PARTIES CONCERNED.

 

MISCELLANEOUS

13.1. Entire Agreement. The Agreement contains all of the terms and conditions agreed upon by the Parties relating to the subject matter of this Agreement and supersedes all prior agreements, negotiations, correspondence, undertakings and communications of the Parties, whether oral or written, with respect to such subject matter. Wonder Pet Concept explicitly rejects the applicability of any general terms and conditions of Customer unless expressly agreed upon by Wonder Pet Concept in writing.

13.2. Amendment. The Agreement, including this provision, may be modified only by a written instrument duly executed by each Party.

13.3. Severability. If any provision of the Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the legal and economic intent of the Parties to the fullest extent possible. In any event, all other provisions of the Agreement shall remain valid and enforceable to the fullest extent possible.

13.4. Headings. The headings contained in the Conditions are included for mere convenience of reference and shall not affect the latter’s construction or interpretation.

13.5. Written form. The Parties agree that each may execute the Agreement (including the Order and the Confirmation) and any amendments hereto by: (i) a ‘wet-ink’ signature on a hardcopy document; (ii) by using electronic means (either a scan of a printed and hand-signed document or an electronic file that is signed through an electronic signature provider such as DocuSign or AdobeSign) and (iii) email or any other communication allowing the proof by text. For all purposes of this Agreement, the terms « in writing », « by written instrument » or any similar term shall be construed accordingly.

13.6. Waiver. Failure by either Party to enforce at any time any provision of the Agreement shall not be construed as a waiver of such Party’s right to act or to enforce any such term or condition and such Party’s rights shall not be affected by any delay, failure or omission to enforce any such provision. No waiver by a Party of any breach of the other Party’s obligations shall constitute a waiver of any other prior or subsequent breach.

 

APPLICABLE LAW AND JURISDICTION

14.1. These Conditions and the Agreement shall be governed by and construed in accordance with the laws of Switzerland, without regard to the conflict of laws provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 (CISG) shall not apply.

14.2. Any dispute arising out of, or in connection with, the confirmation and/or the conditions shall be exclusively submitted to the courts of Lausanne, Switzerland, without prejudice to a possible appeal to the Swiss Federal Tribunal.

 

LANGUAGE

15.1. The original version of the Conditions is made in the English language. In the event of any inconsistency or contradiction between the English version and any translation thereof, the English version shall prevail.
Wonder Pet Concept SA
Version: 10.2.2023