Terms and Conditions for Wholesale

Effective date: 6 September 2026

These Wholesale Terms and Conditions (“Terms”) apply to all business-to-business purchases of Ophena products (“Products”) from:

Trolle Company A/S
Gydevang 17
DK-3450 Allerød
Denmark
CVR/VAT no.: DK35811427

Trolle Company A/S is referred to as “Trolle Company”, “we”, “us”, or “our”. The business customer is referred to as the “Buyer” or “you”.

These Terms apply exclusively to customers purchasing Products for business or resale purposes. They do not apply to consumers.

By placing an order, you confirm that you are acting in the course of business and agree to be bound by these Terms.

1. Orders and acceptance

After you place an order, we will review it and, if accepted, send you a written order confirmation and payment instructions.

An order becomes binding only when we issue the order confirmation. All orders remain subject to our approval and product availability.

We may reject or modify an order before acceptance, including because of insufficient stock, pricing errors, territorial restrictions, payment concerns, or other reasonable commercial considerations.

Any special conditions stated in the order confirmation take precedence over these Terms in the event of a conflict.

2. Minimum order value

The minimum value of the Buyer’s first order is EUR 3,000, excluding VAT, shipping, customs duties, and other charges.

No minimum order value applies to subsequent orders unless otherwise stated in a quotation, price list, campaign, or order confirmation.

3. Prices

Products are invoiced at the wholesale prices applicable when the order is accepted.

Unless expressly stated otherwise, all prices:

exclude VAT;
exclude shipping and insurance;
exclude customs duties, import taxes, brokerage fees, and local charges; and
are stated in the currency shown in the applicable price list or order confirmation.

We may change our prices at any time. Price changes do not affect orders that we have already confirmed.

Before accepting an order, we may adjust a price due to material changes in costs, including changes in raw-material prices, freight charges, taxes, duties, supplier prices, or exchange rates. We will communicate any revised price before the order becomes binding.

4. VAT and taxes

Danish VAT will be added where required by law.

Sales to VAT-registered businesses in another EU country may be invoiced without Danish VAT when the Buyer provides a valid EU VAT number and all legal conditions for an intra-EU supply are satisfied.

Exports to countries outside the EU may be invoiced without Danish VAT where the applicable export requirements are fulfilled.

The Buyer is responsible for providing complete and accurate company and VAT information.

The Buyer is also responsible for paying any applicable local VAT, sales tax, import duty, customs charge, clearance fee, brokerage fee, or similar charge imposed in the destination country.

5. Payment

Unless otherwise agreed in writing, payment is due immediately upon receipt of our order confirmation.

Payment must be made by bank transfer using the payment details supplied with the order confirmation. The Buyer is responsible for all bank charges and must ensure that we receive the full invoiced amount.

We dispatch only fully paid orders unless separate credit terms have been agreed in writing.

Card payment may be available upon request. If card payment is offered, a 2.9% card-processing surcharge may be added where permitted by applicable law. Any surcharge will be disclosed before payment.

6. Shipping charges

Shipping charges will be displayed during checkout, quoted separately, or stated in the order confirmation.

Shipping charges are calculated according to factors including the destination, shipment weight, dimensions, carrier, service level, and customs requirements.

An estimated shipping charge may be adjusted before the order is accepted if the actual shipping cost differs materially from the estimate. The final charge will be stated in the order confirmation.

If the Buyer wishes to arrange its own transportation, this must be agreed with us in writing before the order is confirmed.

7. Shipping providers

We primarily ship with DHL, DHL Express, or another carrier selected by us.

Requests for a particular carrier or shipping service are subject to availability and may result in additional charges.

8. Delivery terms

Products are dispatched from Denmark unless otherwise stated in the order confirmation.

Unless otherwise agreed in writing, international deliveries are made DAP to the delivery address stated in the order confirmation, Incoterms® 2020.

Under DAP terms:

we arrange transportation to the agreed destination;
we carry the transportation risk until delivery at the agreed destination;
the Buyer is responsible for unloading;
the Buyer is responsible for import clearance; and
the Buyer is responsible for import duties, local taxes, brokerage fees, and other destination charges.

The Buyer must provide any information or documents reasonably required for transportation, export, import, or customs clearance.

9. Delivery dates

Delivery dates, dispatch dates, and transit times are estimates only unless we expressly confirm a fixed date in writing.

We will make reasonable efforts to meet estimated delivery dates, but we are not liable for reasonable delays caused by production, stock availability, customs, carriers, force majeure events, or circumstances beyond our reasonable control.

We may make partial deliveries where reasonably necessary. The Buyer will not be charged additional shipping costs for a partial delivery unless this has been agreed in advance.

10. Express shipments

Express delivery may be available upon request.

Please contact us before placing the order if express delivery is required. We will confirm availability, estimated transit time, and additional costs before accepting the order.

11. Receipt and inspection

The Buyer must inspect the Products promptly after delivery.

Visible transport damage, missing Products, or incorrect deliveries must be recorded with the carrier where possible and reported to us in writing within five business days after delivery.

The report must include:

the order number;
identification of the affected Products;
a description of the issue;
photographs of the Products and packaging where relevant; and
a copy of any transport-damage report issued by the carrier.

Failure to report visible transport damage promptly may affect our ability to pursue a claim against the carrier.

12. Customised Products

Customisation, including laser engraving or other special requests, may be available for selected Products.

All customisation requests must be accepted by us in writing and may be subject to additional charges and longer lead times.

The Buyer is responsible for ensuring that all submitted names, text, logos, designs, and instructions are complete and correct. The Buyer also confirms that it has the right to use any material supplied for customisation.

Once confirmed, an order for customised Products cannot be cancelled, changed, exchanged, or returned unless the Products are defective or do not correspond to the confirmed specification.

Minor variations resulting from the customisation or production process are not considered defects where they do not materially affect the appearance or use of the Product.

13. Cancellations

A confirmed order may not be cancelled or changed without our prior written consent.

If we agree to a cancellation or change, the Buyer must reimburse any costs already incurred in connection with the order, including production, customisation, packaging, handling, and payment costs.

14. Returns

As these Terms apply exclusively to business customers, no consumer right of withdrawal applies.

Non-defective Products may be returned only with our prior written authorisation. We may refuse a return request at our discretion.

Unless otherwise agreed, the Buyer is responsible for return shipping and related costs. Returned Products must be unused, undamaged, complete, and in their original packaging.

Unauthorised returns may be refused or returned to the Buyer at the Buyer’s expense.

Customised Products cannot be returned unless they are defective or do not correspond to the confirmed specification.

15. Defective Products

Visible defects must be reported to us in writing within 14 days after delivery.

Defects that could not reasonably have been identified during the initial inspection must be reported promptly after discovery.

The Buyer must not return a Product until we have accepted the claim and provided return instructions.

If a claim is valid, we may, at our option:

repair the affected Product;
replace the affected Product;
issue a credit for the affected Product; or
refund the purchase price paid for the affected Product.

Products are not considered defective where damage or deterioration results from:

normal wear and tear;
misuse or improper handling;
incorrect fitting or installation;
failure to follow care, safety, or product instructions;
improper storage;
an accident or external impact;
unauthorised repair or modification; or
continued use after a defect became apparent.

Nothing in this section limits any rights or obligations that cannot lawfully be excluded.

16. Risk and ownership

Risk of loss of or damage to the Products passes to the Buyer upon delivery in accordance with the agreed delivery term.

Ownership of the Products remains with Trolle Company until we have received full payment of all amounts due for the Products, to the extent permitted by applicable law.

Until ownership passes, the Buyer must store the Products appropriately and must not pledge or grant security over them.

17. Resale and brand policy

The Buyer may resell genuine Ophena Products through its approved retail activities.

Authorised resellers must comply with the applicable Ophena Brand Policy and any Logo, Online, or Offline Guidelines supplied or made available to the Buyer.

The Buyer may not represent itself as Ophena, Trolle Company, or an agent of Trolle Company. The Buyer is an independent reseller and has no authority to enter into commitments on our behalf.

The Buyer is responsible for ensuring that its marketing, product information, sales practices, and customer service comply with applicable laws in the markets where it operates.

18. Intellectual property

All trademarks, product names, designs, patents, photographs, descriptions, packaging, marketing materials, and other intellectual-property rights relating to Ophena and the Products remain the property of their respective owners.

The Buyer may use official Ophena brand materials supplied or approved by us only for the purpose of marketing and reselling genuine Ophena Products and in accordance with the Ophena Brand Policy.

The Buyer may not:

alter or misuse Ophena trademarks or brand materials;
remove or obscure product markings or serial numbers;
register any Ophena trademark, company name, domain name, social-media name, or similar identifier;
imply a relationship with Ophena beyond its status as an authorised independent reseller; or
use Ophena intellectual property in connection with counterfeit, unauthorised, or competing products.

No intellectual-property rights are transferred to the Buyer.

19. Limitation of liability

To the fullest extent permitted by applicable law, we are not liable for indirect or consequential losses, including loss of profit, revenue, business, contracts, goodwill, data, or anticipated savings.

Our total liability arising from an order is limited to the amount paid for the Products giving rise to the claim.

These limitations do not apply to liability that cannot lawfully be limited or excluded, including liability arising from fraud, wilful misconduct, gross negligence, death or personal injury, or mandatory product-liability rules.

20. Force majeure

We are not liable for delay or failure to perform caused by circumstances beyond our reasonable control.

Such circumstances may include natural disasters, fire, flood, war, terrorism, epidemics, government action, sanctions, import or export restrictions, labour disputes, transport interruptions, carrier failures, cyber incidents, energy shortages, or shortages of raw materials or components.

Our affected obligations are suspended for the duration of the event.

If a force majeure event continues for an unreasonable period, either party may cancel the affected and unfulfilled part of the order by written notice. The Buyer remains responsible for Products already delivered and costs properly incurred before cancellation.

21. Governing law and disputes

These Terms and all orders placed under them are governed by the laws of Denmark.

The parties will first attempt to resolve any dispute through good-faith negotiations.

If a dispute cannot be resolved, it is subject to the exclusive jurisdiction of the Danish courts.

22. Changes to these Terms

We may update these Terms from time to time.

The version in effect when an order is accepted applies to that order. Changes will not apply retrospectively to confirmed orders unless required by law or agreed with the Buyer in writing.

23. Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision will be adjusted or removed only to the extent necessary. The remaining provisions will continue in effect.

24. Entire agreement

The order confirmation, these Terms, and any additional written agreement expressly incorporated into the order constitute the entire agreement concerning the purchase.

25. Contact information

Questions concerning wholesale orders or these Terms may be submitted through the contact information available on www.ophena.com or sent by post to: