Terms of Sales

GENERAL TERMS AND CONDITIONS OF SALE, LEASE, AND DELIVERY

1. Scope of Application

These general terms and conditions of sale, lease, and delivery (the “GTCSLD”) apply to all products and accessories (the “Products”), as well as to all services, including installation, maintenance, and repair services (the “Services”) rented or sold by Alpina Woud SA, its agents, or its representatives (“Alpina Woud”) to the customer (the “Customer”).

These GTCSLD, along with any specific conditions contained in the offer accepted by the Customer (in writing or orally), or the contract signed by the parties, accompanied by any other documents expressly referred to in the offer or the contract, constitute the entire agreement between the parties (the “Contract”).

The Contract supersedes and replaces in full all other conflicting and/or differently worded terms and conditions and regulations that may have been proposed by the Customer, as well as any oral and/or written communications between the parties that have not been expressly incorporated into the Contract. Any commercial terms of the Customer that contradict the GTCSLD are valid only when Alpina Woud expressly and in writing agrees to them.

2. Formation of the Contract

Unless otherwise provided in writing, offers, technical documentation, brochures, catalogs, and quotations are provided by Alpina Woud for informational purposes only and are not binding.

The Customer’s signature on the Contract returned to Alpina Woud or the oral acceptance of the Contract or an offer from Alpina Woud constitutes the Customer’s final acceptance of the Contract. All offers, whether presented in writing or orally, are non-binding unless otherwise agreed in writing. Alpina Woud endeavors to adhere to the prices, quantities, qualities, and delivery times proposed in its offer. Offers are firm during the deadlines defined by Alpina Woud. Without a specified deadline, offers from Alpina Woud are binding on the company for three (3) months.

The signing of the Contract, and/or any confirmation or execution of the Contract, implies the Customer’s awareness of these GTCSLD and their express acceptance. These GTCSLD are considered accepted by the Customer no later than at the signing of the Contract or at the time of ordering, respectively, upon confirmation of the order.

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No modification of the Contract shall bind Alpina Woud unless expressly and in writing agreed upon by Alpina Woud.

In no event shall the failure by Alpina Woud to exercise a right be deemed as a waiver of such right.

In the event of a conflict between the contractual documents, the specific provisions of the offer or the contract shall prevail over the provisions of these GTCSLD.

All technical documents are for indicative purposes only, unless explicitly characterized as mandatory. Modifications by Alpina Woud are possible at any time.

3. Sale

3.1. Definition

The term “sale” refers to any sale of Products and Services.

3.2. Prices

Prices are quoted in Swiss francs, excluding VAT. Legal taxes, such as value-added tax (VAT), are invoiced to the Customer at the prevailing rate at the time of sale.

The Customer is not authorized to deduct amounts from the invoice total.

All taxes, transportation and packaging costs, insurance, storage, handling, and any other similar expenses related to the Contract are solely the responsibility of the Customer.

Additionally, additional charges may be invoiced for costs and additional expenses incurred due to (1) an epidemic or pandemic, or (2) an event beyond the control of Alpina Woud, such as but not limited to legislative or regulatory changes, government actions, changes in health, safety, or environmental requirements, changes or new requirements for licenses or permits, embargoes, terrorist attacks, wars, etc.

For installations at a flat rate, these costs include only the equipment listed in the order confirmation. Additional services are billed separately, based on the expenses incurred.

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All prices mentioned in the contracts are subject to indexing at 100% of the variation in the Consumer Price Index (CPI Switzerland), maximum once per year; the contractual price shall in no case decrease, even in the event of a decrease in the CPI.

3.3. Execution of Services

Services provided by Alpina Woud, at the request of the Customer, are carried out in accordance with the directives of the AEAI and the AECA. The cost and terms of these Services are agreed upon orally or in writing at the conclusion of the Contract.

The Customer is required to facilitate the work of Alpina Woud’s staff by providing them with the necessary access and information to carry out their work under good safety conditions. Alpina Woud may refuse to intervene if the Client’s failure to comply with hygiene and safety regulations, as observed and not corrected by the Client, constitutes a risk to the safety of Alpina Woud’s staff.

The Customer is obligated to provide Alpina Woud in writing with all relevant information regarding the interfaces between its installations and the security system required for the safe manufacture and operation of the Products. The Customer assumes responsibility for the completeness and accuracy of this information.

If the installation is carried out by Alpina Woud, the Customer must ensure that all necessary work to be executed by the latter and access to the construction site have been completed before the start of the installation. If, due to circumstances beyond the control of Alpina Woud, the installation is delayed or interrupted, additional efforts shall be billed separately.

Costs related to the extension of the duration of work for delays, interruptions, schedule shifts, failure to provide the work area, or suspension of services for reasons beyond the control of Alpina Woud and not foreseen in a joint work execution schedule may be subject to additional billing. Any damage to Alpina Woud’s installations and equipment during the period of work suspension shall be subject to additional billing.

3.4. Delivery Deadlines

The delivery time for products in stock will normally be one (1) to three (3) business days; for all other products, the deadline is specified in the order confirmation or determined by mutual agreement.

Alpina Woud endeavors, to the extent possible, to meet the delivery deadlines desired by the Customer. Unless otherwise agreed, the indication of delivery times is for informational purposes only.

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without commitment and for indicative purposes only. Therefore, Alpina Woud cannot be held liable for any potential damages in case of delivery delays.

The same applies to the installation of extinguishing devices (e.g., stationary extinguishing installations). In the event of delays, termination of the contract and/or recourse to damages by the purchaser are excluded, unless there is a specific written agreement between the Parties.

The delivery period begins as soon as the contract is concluded and the essential technical points have been resolved.

The delivery period is extended by a reasonable period:

a. When Alpina Woud does not receive the required information for order execution in a timely manner, or if the Client subsequently modifies them, thereby causing a delivery delay;

b. In the event of circumstances beyond Alpina Woud’s control, attributable to third parties or the Client. These circumstances include, for example, measures or omissions by authorities, fires, mobilization, war, labor disputes, lockouts, strikes by all or part of the staff, accidents, and other serious disruptions to operations, epidemics, or natural events, terrorist activities, roadblocks, energy supply disruptions, or supply disruptions for reasons not attributable to Alpina Woud, telecommunication network shutdowns, or telecommunications network difficulties. If product shipment becomes impossible due to force majeure (cf. art. 12), Alpina Woud will store the Products at the Customer’s expense and risk. Alpina Woud’s obligation to perform is fulfilled by storage;

c. If the Client is delayed in carrying out the work to be performed on their part or in fulfilling their contractual obligations, and specifically if they fail to adhere to payment conditions (art. 6).

3.5. Subcontracting

Unless otherwise agreed in writing, Alpina Woud is entitled to subcontract all or part of the Services to subcontractors of its choice.

4. Lease

4.1. Product Delivery

Delivery, transportation, and installation of the Products, as well as their return, are not included in the rental price. These services will be invoiced separately.

4.2. Product Ownership

The Products are the property of Alpina Woud; as such, they are not subject to seizure by third parties, and the Customer does not have the right to assign or sublease them. The Customer must not make any superficial or substantial modifications to the Products.

4.3. Use and Maintenance of Products

The Customer undertakes to take all necessary care of the Products provided to them in accordance with the Contract. They are held responsible upon receipt of the Products.

The Customer undertakes to use the Products in accordance with their intended purposes and in compliance with applicable legislation.

The Customer undertakes to have modifications, checks, and maintenance of the Products carried out only by Alpina Woud, who will perform this Service in accordance with the directives of the AEAI and the AECA.

4.4. Rent

The Customer pays the agreed rent to Alpina Woud as stipulated in the Contract.

The rent does not include additional services beyond those described in the Contract.

The rent agreed upon in the Contract may be adjusted for each of its installments by Alpina Woud based on the evolution of the Consumer Price Index (CPI Switzerland).

The rent agreed upon in the Contract may also be adjusted for each of its installments by Alpina Woud based on market prices. In such a case, Alpina Woud informs the Customer with a minimum notice period of three months.

Alpina Woud may terminate the Contract at any time in the event of the Customer’s failure to meet any payment deadlines.

In the event of early termination by the Customer, the Customer is required to pay Alpina Woud compensation according to the terms defined in the Contract.

4.5. Liability and Insurance

The Products are the responsibility of the Customer from the moment they are taken over by the Customer until they are returned. The Customer assumes full responsibility for the Products from their takeover and is solely responsible for any damage caused to the Products or as a result of their use.

The same applies for: Products. The Customer undertakes to return the Products clean and in perfect condition (appearance and functionality).

Any missing or damaged Products due to any cause whatsoever shall be replaced or repaired at the expense of the Customer. The Customer is obligated to inform Alpina Woud of any damage to the Products.

Each time a Product has been used, the Customer will provide Alpina Woud with a detailed notice. The restoration of the Product will be carried out by Alpina Woud at the expense of the Customer.

The Customer undertakes, on the one hand, to be responsible for and insure the Products throughout the entire period, from pickup to return, and, on the other hand, to take out liability insurance that will cover the Products in case of loss, theft, or damage regardless of the cause or nature.

The Products must be insured for their new replacement value.

If Alpina Woud determines that repairing the Products does not restore them to the condition in which they were provided, Alpina Woud will invoice the damaged Products at their new replacement value, as well as the delivery costs.

5. Contract Duration

The duration of the lease or service contract is indicated in the Contract.

If the Contract is not terminated no later than three months before its expiration by registered letter with acknowledgment of receipt, it will be automatically renewed for successive periods of one (1) year.

6. Payment Terms

Invoices are payable by the Customer within a maximum of 30 days from the date of issuance of the invoice, unless otherwise specified in the contractual agreement. No discount not agreed upon by the parties will be accepted.

Late payment occurs automatically and without notice if the purchaser has not paid the amount due to Alpina Woud on the last day of the payment period. From this deadline, Alpina Woud is authorized to charge late payment interest of 5% plus any associated costs, including reminder fees.

Likewise for: In the absence of a written objection addressed to Alpina Woud within 15 days from the receipt of the invoice, the entire contents of the invoice will be deemed accepted by the Customer.

Retentions for security by the Customer are not authorized.

7. Verification and Notice

The Customer is required to inspect the Products within 14 days following delivery or, in the case of shipment, upon receipt, and must report any defects.

Unless otherwise agreed by the Parties, an acceptance protocol is established for stationary extinguishing installations, during which a test is conducted in the presence of the Customer. The complaint period commences from the date of establishment of the acceptance protocol for a duration of 14 days unless the Customer expressly accepts the installations.

In the event that the purchaser discovers defects, they must inform Alpina Woud in writing during the specified 14-day complaint period.

Hidden defects must be reported within 14 days after their discovery. If this deadline is exceeded, the Customer’s rights regarding the warranty (cf. art. 8) would no longer be effective.

8. Warranty

Unless otherwise stipulated in the contract, the Customer is entitled to a conventional warranty for a period of 12 months from the delivery or installation of the Product.

This warranty is limited to the repair or replacement within a reasonable period, at Alpina Woud’s discretion, of the Products or parts recognized as defective by Alpina Woud, excluding any claims for damage or loss.

In the case of defects concerning an entire series of extinguishing devices or significant defects, the Customer may bear a longer waiting period for replacement delivery or repair/reconditioning, in accordance with the circumstances.

Regarding replacement Products or spare parts, the warranty period restarts for a duration of 6 months from the date of replacement, but for a maximum period of 18 months from the delivery of the initial order.

Likewise for: Any warranty is excluded:

if the malfunction arises from an intervention carried out by the Customer or by a third party not accredited by Alpina Woud;

if the malfunction arises from normal wear and tear of the Product, negligence, lack of supervision, maintenance, or maintenance, or is a result of an incident;

in case of insufficient protection of the Product against impacts, falls, adverse weather conditions, lightning, frost, degradation, and any kind of aggression, misuse, excessive solicitation, malicious acts, or any other case of force majeure;

in case of partial or total non-compliance with the installation, connection, commissioning, maintenance, or operation requirements of the Product.

The warranty expires when the Customer or third parties perform interventions, modifications, repairs, or other maintenance work on the Products without the written consent of Alpina Woud, or if the Customer does not immediately take adequate measures to prevent the defect from worsening and does not give Alpina Woud the opportunity to remedy it as soon as possible.

Furthermore, for extinguishers, the Customer benefits from the above warranty only on the condition that:

the extinguishers are handled according to the instructions on the “user manual” label;

the extinguishers and charges undergo periodic inspection by Alpina Woud and necessary consumable replacements according to the manufacturer’s instructions;

the extinguishers, when sold, are placed in locations complying with the applicable safety regulations.

9. Liability

Alpina Woud shall only be liable for damages caused by its gross negligence or proven intentional misconduct (dol) by the Customer. In all circumstances, the liability of Alpina Woud shall be strictly limited to the amount paid by the Customer under the Contract and only for direct and foreseeable damages.

Any liability for acts and omissions attributable to agents is excluded.

Likewise for: Alpina Woud shall not be liable under any circumstances for any consequential or indirect damages possibly suffered by the Customer or any other person, such as, for example, loss of business, production, revenue, profit, etc.

Alpina Woud’s liability is excluded if damages or losses are caused by handling (e.g., non-compliant use, etc.) or missions (e.g., failure to comply with instructions for use, installation, handling, and/or maintenance) by the purchaser or third parties.

In all circumstances, the Customer shall take all necessary steps to minimize their losses and shall not delay payment of any due invoices.

10. Early Termination of the Contract

Alpina Woud may terminate the Contract, in whole or in part, at any time with immediate effect without prejudice to the right to seek compensation for any damages suffered, particularly in the event of:

serious negligence on the part of the Customer;

insolvency of the Customer as determined by an official body (e.g., cessation of payments or initiation of a concordat or bankruptcy proceeding);

violation by the Customer of its contractual obligations, despite a notice sent by registered mail;

force majeure, as defined below in Article 9, lasting more than 60 calendar days;

inability for Alpina Woud to access the Products for required maintenance.

Furthermore, Alpina Woud reserves the right to terminate the Contract at any time with immediate effect if the Contract is found not to be, or no longer to be, in compliance with the laws and regulations applicable to Alpina Woud, particularly with regard to international trade rules prohibiting trade in goods or services with certain individuals or entities subject to international economic and/or financial sanctions. No compensation of any kind shall be due in this regard.

11. Force Majeure

Alpina Woud shall not be liable under any circumstances for the total or partial non-performance of its obligations under the Contract if such non-performance is caused by an event constituting force majeure or unforeseen circumstances.

Likewise for:

Events independent of Alpina Woud’s will, which it could not reasonably have foreseen, and which it could not reasonably avoid or overcome, to the extent that their occurrence makes the performance of obligations totally impossible, are considered as force majeure or unforeseen circumstances.

Events particularly assimilated to force majeure or unforeseen circumstances relieving Alpina Woud of its contractual obligations include: measures or omissions by authorities, fires, mobilization, war, labor disputes, lockouts, strikes by all or part of the staff, accidents, and other serious disruptions to operations, epidemics or natural events, terrorist activities, roadblocks, energy supply interruptions, or supply interruptions for reasons not attributable to Alpina Woud, telecommunications network shutdowns, or difficulties specific to telecommunications networks.

Alpina Woud and the Customer shall consult promptly to determine together the terms of execution of the Contract during the force majeure event.

12. Ownership and Intellectual Property Rights

Alpina Woud retains ownership of the Product until full payment of the price.

Alpina Woud retains ownership and intellectual property rights over all its drawings, designs, assembly diagrams, offers, plans, estimates, etc., as well as those of its suppliers. These documents must not be made accessible to third parties, copied, or used to manufacture objects without prior written approval from Alpina Woud.

The Customer must not modify in any form the markings, copyright notices, indications regarding trademarks, and Alpina Woud’s ownership.

Intellectual property and the right to subsequent use remain with Alpina Woud or its licensors, even if the Customer subsequently makes modifications to the Products.

Any extension or modification of the Products by the customer requires the written authorization of Alpina Woud.

13. Personal Data Protection

Alpina Woud processes and manages the data of the Customer, contract partners, involved entities, suppliers, and partners in accordance with the new Federal Act on Data Protection (revised FADP), which came into force on 1.9.2023.

Likewise for:

The information and personal data collected about the Customer, its representatives, and employees, within the framework of this Contract, are subject to computer processing intended to be integrated into Alpina Woud’s customer file and may be used for commercial solicitation purposes by both Alpina Woud and any other company belonging to its group.

For consumer Customers, the Customer’s personal data may only be used for commercial solicitation purposes upon express acceptance by the Customer. The collected data may be transferred to group companies or third-party companies, including those outside the European Union, in compliance with applicable data protection rules. This data is retained for the duration of the Contract and, at the end of this period, for the duration of the prescription applicable to the contractual relationship.

In accordance with applicable regulations, the Customer, its representatives, and employees have the right to access, rectify, restrict processing, and delete information concerning them, as well as the right to request data portability and to withdraw their consent, which they may exercise by contacting Alpina Woud’s headquarters.

The Customer, its representatives, and employees are informed that in case of refusal or request for restriction of the processing of their personal data, Alpina Woud may no longer guarantee the perfect execution of the Contract, the management of the customer relationship, and may be unable to continue the contractual relationship.

In the event of a complaint, the Customer, its representatives, and employees may address any competent authority regarding the protection of personal data.

The Customer undertakes to inform its representatives and employees of their rights regarding their personal data.

14. Applicable Law and Jurisdiction

The Contract is governed by Swiss substantive law. The United Nations Convention on Contracts for the International Sale of Goods, dated April 11, 1980, does not apply.

Any dispute or disagreement that may arise between the Parties in connection with the Contract will be exclusively submitted to the courts of the Republic and Canton of Geneva, subject to recourse to the Federal Court.

15. Miscellaneous

Partial Nullity – If any provision of the CGVLL were to be null or ineffective for any reason whatsoever, the Parties shall replace it with a provision producing.

Likewise for:

Partial Nullity – If any provision of the CGVLL were to be null or ineffective for any reason whatsoever, the Parties shall replace it with a provision producing legal and economic effects as close as possible to those of the invalid provision. In any case, the remainder of the CGVLL shall remain in force and continue to bind the Parties.

Assignment – Neither Party may transfer the Contract or assign any or all of its rights or have any or all of its obligations taken over therefrom without the prior written consent of the other Party. Any transfer, assignment, or assumption made without such consent shall be null and void.

Any contract signed or offer accepted between the parties may derogate from certain clauses of these CGVLL provided that this is stipulated in the contract; in this case, the contract prevails over the CGVLL.

Alpina Woud is free to modify the CGVLL at any time. The most recent version applies to existing contracts.

March 8, 2024