General Terms and Conditions
For Business-to-Business (B2B) E-commerce Transactions
Article 1 – Definitions
1.1. Seller: Alpinplast AG, registered in Switzerland under UID CHE-207.667.442, with registered office at Untermüli 11, 6302 Zug, Switzerland.
1.2. Buyer: any natural person or legal entity acting in the course of a trade, business, craft or profession that enters into an Agreement with the Seller.
1.3. Agreement: any arrangement or contract between the Seller and the Buyer, including modifications or additions thereto.
1.4. In Writing: by letter, email, digital portal or any other legally valid electronic medium.
Article 2 – Applicability
2.1. These General Terms and Conditions apply to all offers, quotations, agreements and deliveries of products and services by the Seller.
2.2. The applicability of any purchasing or other general conditions of the Buyer is expressly rejected unless expressly agreed otherwise In Writing.
2.3. If any provision of these Terms is deemed void or unenforceable, the remaining provisions will remain in full force. The parties will replace the invalid provision with one that approximates the original intent as closely as possible.
Article 3 – Offers and Formation of the Agreement
3.1. All offers and quotations by the Seller are non-binding and subject to availability unless explicitly stated otherwise In Writing.
3.2. An Agreement is concluded when the Seller confirms the Buyer's order In Writing, for example by order confirmation email, or explicitly begins executing the order.
3.3. Obvious mistakes, typographical errors or pricing errors on the Seller's website, in quotations or in other commercial materials do not bind the Seller.
Article 4 – Prices and Payment
4.1. All listed prices are strictly Business-to-Business (B2B) and are stated in Euros (€), exclusive of applicable VAT, shipping costs, import duties and other applicable charges unless otherwise indicated.
4.2. Unless otherwise agreed In Writing, payment must be made within the payment period stated on the invoice, quotation or order confirmation.
4.3. If the Buyer fails to pay on time, the Buyer will be in default and the Seller may charge applicable default interest from the due date until full payment, to the extent permitted by law.
4.4. Reasonable collection costs incurred by the Seller in enforcing payment may be charged to the Buyer to the extent permitted by applicable law.
Article 5 – Delivery and Risk
5.1. Indicated delivery times are target dates unless expressly agreed otherwise In Writing. Late delivery does not automatically entitle the Buyer to damages or cancellation.
5.2. Deliveries are made according to the delivery terms or Incoterm stated in the quotation, order confirmation or other written Agreement.
5.3. The risk of loss, damage or depreciation transfers to the Buyer in accordance with the agreed delivery terms or applicable Incoterm.
Article 6 – Retention of Title
6.1. All goods delivered by the Seller remain the property of the Seller until the Buyer has fully paid all financial obligations arising from the relevant Agreement, including any applicable interest and collection costs, to the extent permitted by law.
6.2. The Buyer is not authorized to pledge or otherwise encumber goods subject to retention of title.
6.3. If third parties seize delivered goods subject to retention of title or attempt to establish rights over them, the Buyer must notify the Seller immediately.
Article 7 – Inspection and Complaints
7.1. Sales through alpbx.nl are intended exclusively for Business-to-Business customers. Consumer withdrawal rights do not apply to transactions concluded strictly in a business or professional capacity, except where mandatory law provides otherwise.
7.2. The Buyer must inspect the goods immediately upon delivery. Visible defects, shortages or transport damage must be noted on the waybill or proof of delivery and reported to the Seller In Writing within five (5) business days.
7.3. Hidden defects must be reported In Writing immediately after discovery, but no later than fourteen (14) days after discovery, and in any event within six (6) months of delivery.
7.4. Timely submission of a complaint does not suspend the Buyer's payment obligations. Goods may only be returned following the Seller's prior Written authorization.
Article 8 – Liability
8.1. The Seller's total liability for an attributable failure to perform the Agreement is limited to direct damages, up to a maximum of the net invoice value of the specific goods causing the damage, to the extent permitted by applicable law.
8.2. Liability for indirect damages, including consequential damage, lost profits, lost savings, business interruption and reputational damage, is excluded to the extent permitted by law.
8.3. The limitations in this Article do not apply where liability cannot legally be excluded or limited under mandatory law.
Article 9 – Force Majeure
9.1. The Seller is not obliged to fulfil any obligation if prevented from doing so due to force majeure or circumstances beyond its reasonable control.
9.2. Force majeure includes, but is not limited to: supplier defaults, transport disruptions, strikes, government measures, epidemics or pandemics, IT or network failures, energy shortages and raw-material shortages.
9.3. If the force majeure period lasts longer than sixty (60) days, both parties have the right to terminate the affected Agreement In Writing, without liability for damages, subject to mandatory law.
Article 10 – Applicable Law and Jurisdiction
10.1. All Agreements between the Seller and the Buyer are governed exclusively by the laws of Switzerland.
10.2. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG / Vienna Sales Convention) is expressly excluded.
10.3. All disputes arising from or related to the Agreement will be submitted exclusively to the competent courts at the registered office of Alpinplast AG in Zug, Switzerland, unless mandatory law dictates otherwise.
