1. General Provisions
1.2 The GT is especially applicable to sales and deliveries of movable goods, whether we manufacture the goods ourselves or purchase them from third parties (suppliers). Additionally, the GT is also applicable for preliminary consultations and other forms of cooperation or services.
1.3. Modifications to these GT are valid only if made in writing and confirmed by both parties. All written communications must be conducted via electronic means (e.g., email), unless otherwise expressly stated by Alpana d.o.o..
1.4. In the event of a separate agreement, its provisions take precedence only in the areas it specifically regulates; other provisions of these GT remain applicable.
1.5. Placing an order by the Buyer constitutes full and unconditional acceptance of these GT.
1.6. Unless otherwise agreed upon in writing, these GT shall also apply to any future contracts, transactions, orders or cooperations with the Buyer, including those for different products or services, without the need for repeated reference to them. By placing a future order or entering into a new cooperation, the Buyer confirms their acceptance of these GT, unless expressly rejected in writing.
1.7 Any legally relevant notifications by the Buyer regarding the contract (e.g., setting deadlines, notifying of defects, withdrawal, or reduction) must be made in written form.
1.8 These General Terms and Conditions are published on the company’s website (https://alpana.eu) and are available at all business premises of Alpana d.o.o. The Buyer may also request a digital copy prior to entering into a contract. In the event of discrepancies between different language versions of these GT, the English version shall supersede all other iterations.
1.9 Some provisions of these General Terms and Conditions contain specific limitations or additional obligations for the Buyer, such as:
• the limitation of Alpana d.o.o.’s liability for final products (paragraph 2 of Article 10),
• strict conditions for lodging complaints, including required documentation and photographs (paragraph 2 of Article 5),
• provisions on costs related to order cancellations or modifications (paragraph 5 of Article 3 and paragraph 3 of Article 4).
With this notice, the Buyer is expressly informed of these provisions, which apply upon conclusion of the contract.
2. Quotations and Order Placement
2.1. Quotations are for informational purposes only.
2.2. An order is considered valid only after the essential elements of the contract have been agreed upon in writing by all parties and confirmed in writing by Alpana d.o.o..
2.3. All special requirements (color, packaging, labeling, etc.) must be specified in writing by the Buyer when placing the order.
2.4. Once an order has been confirmed in accordance with paragraphs 1, 2, 3 of this Article, the Buyer may modify an already valid order only in accordance with Article 1, paragraph 3 of the GT.
2.5. Please note that our offers are non-binding. This policy remains applicable even in cases where we have furnished the Buyer with technical documentation, such as drawings or data sheets.
3. Prices and Payment Terms
3.2 The price is determined on the date of confirmation of the order in accordance with paragraph 2 of the GT and the then current price list. Subsequent modifications to an already confirmed order will contain the prices of the products on the price list on the date of the modification, unless otherwise agreed in writing.
3.2. Alpana d.o.o. reserves the right to modify the price list at any time at its discretion without prior notice to the Buyer.
3.3. Payment is made in the form of 100% prepayment, unless otherwise agreed in writing.
3.4. A payment delay of more than 15 days entitles Alpana d.o.o. to suspend deliveries, revise sales terms, and claim compensation for damages. In the event of delay in payment of the order, Alpana d.o.o. shall also charge the Buyer statutory interest on late payment in accordance with Slovenian law.
3.5 If the Buyer makes an advance payment (in full or in part) and in the middle of the production of the order wishes to change, modify or cancel the order for any reason, Alpana d.o.o. may recover the cost of the part of the order already produced from the advancepayment already made by the Buyer. If this amount is insufficient to reimburse the costs, Alpana d.o.o. shall inform the Buyer and shall give a time limit for payment of the remaining costs and, if the Buyer fails to pay them in time, Alpana d.o.o. shall proceed in accordance with paragraph 4 of this Article.
4. Delivery
4.2. Alpana d.o.o. has the right to make partial deliveries unless the Buyer expressly objects in writing to such delivery within 3 days of order confirmation. The objection must be submitted via email. If the Buyer does not object within this time period, it shall be deemed that the Buyer has agreed to the partial deliveries.
4.3. If the Buyer cancels the order after confirmation, they are obliged to compensate all costs and expenses incurred by Alpana d.o.o., among others materials, production, and logistics. Alpana d.o.o. will inform the Buyer of this compensation and this document will be treated as mandatory payment. In the event of delay in payment, Alpana d.o.o. shall also charge the Buyer statutory interest on late payment in accordance with Slovenian law.
4.4 The risk of loss or damage to the products passes to the Buyer when they are handed over to the carrier at the EXW delivery point, even if Alpana d.o.o. arranges transportation.
5. Quality and Warranty
5.1. Alpana d.o.o. guarantees that the products are ready for use, comply with the Technical Documentation (TDS) which is provided on their web site (link: https://alpana.eu/materials/polyurethane-elastomers/max-h-pur/), and are suitable for the stated purposes.
5.2. Claims regarding quantity are accepted in writing within 15 days after delivery of the goods to the Buyer. Claims regarding quality are accepted in writing within 15 days from the date of discovery of the defect. Claims regarding quantity and/or quality must indicate the batch number, invoice, date of receipt, including the document confirming this date, and include a detailed description of the claim. It is also mandatory that the claim has a photo of the product label and any reported deviations or damage. Claims that are not fully documented or are only loosely documented (e.g. one deviation is photographed but several others are listed but not photographed) will not be fully considered. If the Alpana d.o.o. deems it is necessary to return the goods to it for the purpose of assessing the claim, it will notify the Buyer, who must do so within a reasonable period (not longer than 30 days). If the Buyer refuses the said request, it will automatically be deemed that the Buyer has waived the claim.
5.3. Minor deviations (such as color, geometry, or appearance) that do not affect functionality are not subject to claims.
5.4. Claims due to improper storage or use by the Buyer are not accepted.
6. Confidentiality and Intellectual Property
6.2. The Buyer (and the potential buyer) agrees not to disclose such information to third parties without the Alpana d.o.o.'s written consent.
6.3. All samples, drawings, formulas, recipes, and methodologies are the exclusive property of Alpana d.o.o., even if developed at the Buyer's (or the potential buyer’s) request or/and help.
7. Export Control
7.2. Alpana d.o.o. is not responsible for the use of products in countries or for purposes subject to restrictions.
8. Force Majeure and Hardship
8.2. Alpana d.o.o. has the right to suspend obligations in the event of force majeure without any compensation to the Buyer.
9. Governing Law and Dispute Resolution
9.2. The parties will endeavor to resolve disputes amicably.
9.3. If resolution is not possible, disputes are subject to the jurisdiction of the court in Ljubljana, Slovenia.
10. Product Liability Disclaimer
10.2. Alpana d.o.o. is not liable for the quality, safety, or compliance of the final products manufactured by the Buyer or third parties using the supplied semi-finished products.
10.3 Alpana d.o.o.'s total liability shall not exceed the purchase price of the goods in question. Under no circumstances shall Alpana d.o.o. be liable for indirect, incidental, or consequential damages.
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