Terms and Conditions – Cuttings / Young Plants

1. Scope & Applicability

1.1 Scope of Application

These Terms of Service ("ToS") apply to all deliveries, services and offers of Alpine Biolabs vis-à-vis its customers in relation to young plants, cuttings, mother plants, plant tissue culture and similar plant products, irrespective of:

• whether the customer acts as a business entity (B2B) or as a consumer (B2C), and
• the channel through which the contract is concluded (in particular website, online shop, offer/quotation, email, or any other electronic, written or text-form order).

Any terms and conditions of the customer shall apply only if Alpine Biolabs has expressly agreed to them in text form.

1.2 Business and Consumer Status

(1) A business customer (B2B) within the meaning of these ToS is any natural or legal person or partnership with legal capacity that acts in the course of its commercial or self-employed professional activity when entering into the contract.

(2) A consumer (B2C) is any natural person who enters into a legal transaction for purposes that are predominantly outside their trade, business or profession.

1.3 B2B / B2C Differentiation

(1) These ToS apply in full to business customers (B2B).

(2) For consumers (B2C), these ToS apply only to the extent they do not conflict with mandatory consumer protection laws. Mandatory statutory consumer rights remain unaffected.

(3) Where these ToS expressly distinguish between B2B and B2C, the more specific provisions shall prevail.

1.4 Incorporation & Acceptance

These ToS form part of each contract when the customer:

• places an order via the website or online shop,
• accepts an offer/quotation from Alpine Biolabs,
• accepts a delivery, or
• uses services provided by Alpine Biolabs.

By placing an order or accepting an offer, the customer confirms that they have read, understood and accepted these ToS.

1.5 Order of Precedence

In the event of inconsistencies, the following order of precedence shall apply:

• expressly agreed individual written agreements (e.g. framework or supply agreements),
• confirmed offers/quotations of Alpine Biolabs,
• these ToS.

1.6 Current Version

The version of these ToS valid at the time of the order shall apply and is available on the Alpine Biolabs website. Alpine Biolabs is entitled to amend or update these ToS for future contracts.

1.7 Special Provision for Consumers

For consumers (B2C), statutory information obligations for distance selling and—where applicable—a right of withdrawal apply. Details are set out in the withdrawal information provided in the online shop.

2. Definitions & Interpretation

2.1 Definitions

Unless otherwise stated in these ToS, the following terms shall have the meanings set out below:

"Alpine Biolabs" means Alpine Biolabs GmbH, Vienna, and all companies affiliated with it within the meaning of Austrian corporate law. Alpine Biolabs is the customer's sole contractual partner. Affiliated companies, production partners or other third parties act solely as vicarious agents/assistants in performance and do not themselves become contractual partners of the customer.

"Transfer of Risk" means the point in time at which the risk of accidental loss of or accidental deterioration of the products passes to the customer.

"Customer" means any natural or legal person or partnership with legal capacity that orders or uses products or services from Alpine Biolabs, irrespective of whether acting as a business (B2B) or consumer (B2C).

"Products" means all goods offered by Alpine Biolabs, in particular:

• young plants, cuttings and other plant propagation material,
• plant material at different developmental or cultivation stages (including in vitro or tissue culture material),
• seeds,
• each in accordance with the agreed specification.

"Services" means all services provided by Alpine Biolabs, including but not limited to:

• consulting and technical support,
• quality-, production- or IPM-related services,
• documentation, analysis or accompanying/support services.

"Order" means any binding declaration by the customer to purchase products or services, regardless of the communication channel (website, online shop, offer/quotation, email, in text form or electronically).

"Offer/Quotation" means a time-limited overview of scope and/or pricing issued by Alpine Biolabs which becomes part of the contract upon acceptance by the customer.

"Delivery" means the handover of products to the customer or to a third party designated by the customer, including shipment and transport.

"Specification" means the properties, quantities, quality parameters or other features of the products or services set out in the offer/quotation, product description, technical documents or other contractual documents.

"IPM (Integrated Pest Management)" means an integrated approach to the prevention, monitoring and control of harmful organisms in accordance with recognised technical and biological standards.

"Business Day" means any calendar day from Monday to Friday, excluding public holidays at the registered seat of Alpine Biolabs.

2.2 Interpretation

(1) Headings are for convenience only and do not affect interpretation.

(2) Words in the singular include the plural and vice versa.

(3) References to statutory provisions refer to the version in force at the time the contract is concluded.

3. Contract Formation & Ordering Process

3.1 Non-binding Product Information

Product or service presentations on the website, in the online shop, in catalogues or other informational materials do not constitute binding offers but a non-binding invitation to place an order ("invitatio ad offerendum"). Alpine Biolabs may change, limit or discontinue products or services at any time.

3.2 Order by the Customer

By submitting an order, the customer makes a binding offer to conclude a contract for the ordered products or services. Orders may be placed in particular via:

• the website or online shop,
• acceptance of an offer/quotation,
• email or other electronic, written or text-form communication.

3.3 Acknowledgement of Receipt

Automatic confirmations of receipt/order confirmations (e.g. by email) do not constitute acceptance; they merely confirm receipt.

3.4 Acceptance by Alpine Biolabs

A contract is concluded only if and when Alpine Biolabs expressly confirms the customer's order, for example by:

• an order confirmation, or
• dispatching the ordered products.

3.5 Partial Acceptance & Availability

Alpine Biolabs is entitled to:

• accept or reject orders in whole or in part, and
• make partial deliveries or partial acceptances to the extent reasonable for the customer.

There is no entitlement to supply except within the scope of confirmed orders.

3.6 Contractual Scope

The contract content is determined by:

• the Alpine Biolabs order confirmation,
• the underlying offer/quotation (if any), and
• these ToS in the version then in force.

Side agreements, assurances or deviations require written confirmation by Alpine Biolabs.

4. Products, Specifications & Biological Particularities

4.1 Subject Matter

Alpine Biolabs supplies plant propagation and plant material and provides related services in accordance with the agreed specification. The specific scope is set out in:

• the confirmed offer/quotation,
• any attached annexes or product descriptions (if applicable), and
• these ToS.

4.2 Product Specifications

(1) Properties, quality parameters, development stages, packaging, quantities and other characteristics of the products are determined exclusively by the agreed specification.

(2) Specifications may in particular include:

• information on the development/cultivation stage (e.g. young plant, cutting, in vitro material),
• general health and quality characteristics,
• information on origin, traceability or batch allocation,
• accompanying documentation.

(3) The specification valid at the time of order confirmation shall prevail. Previous deliveries or samples do not constitute an agreed quality for future deliveries.

4.3 Biological Processes & No Performance Guarantee

Due to the nature of the products and services, Alpine Biolabs expressly notes that these involve biological processes subject to natural fluctuations and influenced by numerous external factors. In particular:

• Any timelines, development stages, rooting/establishment, propagation or success probabilities and other biological parameters are qualified estimates and non-binding.
• Deviations within a reasonable biological range do not constitute a defect.

Such deviations therefore do not constitute a defect and give rise to no warranty or other claims, in particular no claims for price reduction, rescission, replacement delivery or damages. Remedies under Section 10 in the event of justified defects remain unaffected.

A legally binding guarantee is provided only if expressly and clearly designated as such in text form.

4.4 Time-specific Quality

(1) The agreed quality relates exclusively to the point in time of handover in accordance with the specification.

(2) After handover, plant material and biological products are subject to influences outside Alpine Biolabs' control, in particular:

• transport,
• storage,
• cultivation,
• environmental and site conditions.

(3) Changes after handover do not give rise to liability if the products were specification-compliant at the time of handover.

4.5 Priority of Technical Information

In case of discrepancies between:

• general product presentations (e.g. website),
• these ToS, and
• individual specifications or offer documents,

the individually agreed specifications and offers shall prevail.

5. Regulatory Status & Customer Responsibility

5.1 No Legal Assurance by Alpine Biolabs

Alpine Biolabs provides no assurance or warranty that acquisition, possession, use, processing or onward transfer of the products is legally permissible in the customer's target market. Product descriptions, offer documents or other information do not constitute legal advice and do not replace the customer's own legal assessment.

5.2 Customer Responsibility for Legal Compliance

By placing an order, the customer expressly confirms that it:

• is legally authorised to acquire and possess the ordered products,
• uses the products solely for lawful purposes, and
• has familiarised itself in advance with the applicable legal, regulatory and administrative requirements.

Compliance with all applicable laws is solely the customer's responsibility. The customer further represents that all information provided regarding its legal authorisation is complete and accurate.

5.3 Permits, Notifications & Evidence

The customer shall:

• obtain and maintain all permits, notifications, registrations or other regulatory requirements necessary for acquisition, possession, use, storage, transport or onward transfer of the products, and
• provide appropriate evidence upon justified request by Alpine Biolabs.

Alpine Biolabs may withhold deliveries or services until regulatory matters are clarified without giving rise to claims against Alpine Biolabs.

5.4 Exclusion of Liability for Unlawful Use

Alpine Biolabs is not liable for damages, losses or disadvantages resulting from products being:

• used contrary to applicable laws,
• unlawfully passed on, or
• used outside the lawful framework.

Any liability for unlawful use or distribution by the customer or third parties is excluded.

5.5 Indemnity

The customer shall indemnify and hold Alpine Biolabs harmless from all third-party claims, administrative measures, fines, costs and damages resulting from unlawful or non-authorised use of the products by the customer.

6. Prices, Taxes & Payment Terms

6.1 Prices

All prices are as set out in the confirmed offer/quotation or order confirmation and are, unless expressly stated otherwise, exclusive of statutory taxes and duties. Prices shown on the website are indicative and non-binding unless expressly confirmed as binding.

6.2 Invoicing & Payment Term

Invoices are issued in accordance with the order confirmation or per delivery. The payment term is agreed individually and results from the offer, order confirmation or invoice. Payments are deemed made only once the amount has been credited to Alpine Biolabs' account without reservation.

6.3 Method of Payment

Unless agreed otherwise, payment is by invoice. Alpine Biolabs may allow or determine other payment methods in individual cases.

6.4 Advance Payment & Security

Alpine Biolabs may, at its discretion—particularly for new customers, in the event of default, in case of outstanding receivables from previous deliveries, or other indications of elevated credit risk—require advance payment, security or a change of payment terms.

6.5 Right to Withhold Performance for Outstanding Amounts

Alpine Biolabs may withhold further deliveries or services as long as:

• amounts due under the ongoing contractual relationship, or
• outstanding receivables from previous deliveries to the same customer

have not been fully paid. This applies irrespective of whether the receivables arise from the same individual order.

6.6 Late Payment / Default

(1) Invoices are due for payment in full, without deduction, upon expiry of the agreed payment term.

(2) Business customers (B2B) automatically fall into default upon expiry of the payment term without the need for a reminder. Alpine Biolabs may charge:

• statutory default interest (currently 9.2 percentage points above the base interest rate), and
• a fixed compensation for recovery costs of EUR 40.

(3) Consumers (B2C) fall into default in accordance with statutory provisions; interest and costs are charged only to the extent legally permissible.

(4) The right to claim further default damages remains reserved.

6A. Retention of Title

(1) Delivered products remain the property of Alpine Biolabs until full payment of all receivables arising from the business relationship.

(2) The retention of title also covers receivables from previous or ongoing deliveries to the same customer.

(3) The customer shall handle products under retention of title with due care and protect them against third-party access.

(4) In the event of default or other contractual breach, Alpine Biolabs may demand return of the products or otherwise dispose of them to the extent permitted by law.

6B. Set-off & Rights of Retention

(1) Business customers (B2B) may set off only claims that are undisputed or finally adjudicated.

(2) Business customers may exercise a right of retention only insofar as it arises from the same contractual relationship.

(3) Consumers (B2C) may set off or withhold payments only within the limits of statutory law.

7. Delivery, Shipping & Transfer of Risk

7.1 Delivery & Shipping

Delivery is made to the delivery address provided by the customer via shipping service provider or freight forwarder. Alpine Biolabs may use suitable transport and logistics partners to fulfil delivery.

7.2 Delivery Dates

(1) Agreed delivery dates are binding.

(2) Due to the biological nature of the products, Alpine Biolabs may bring forward or postpone delivery dates by up to seven (7) calendar days without giving rise to claims.

(3) If the deviation exceeds the period under paragraph (2), Alpine Biolabs will grant reasonable price reductions or other compensations as provided in the respective offer or order confirmation.

(4) Alpine Biolabs is released from its obligation to perform to the extent delivery becomes impossible or unreasonable for reasons not attributable to Alpine Biolabs. Further claims due to delivery delays are excluded to the extent permitted by law.

7.3 Partial Deliveries

Alpine Biolabs may make partial deliveries provided that:

• they are announced to the customer in advance, and
• they are reasonable for the customer.

Partial deliveries do not entitle the customer to refuse the overall performance.

7.4 Transfer of Risk

(1) Risk of accidental loss or deterioration passes to the customer upon handover of the products to the carrier/shipping service provider.

(2) This also applies if Alpine Biolabs organises shipment or bears shipping costs.

7.5 Customer Cooperation

The customer shall:

• ensure proper acceptance of delivery, and
• promptly notify any delays or obstacles to acceptance.

Delays or damage attributable to breach of these cooperation duties are at the customer's expense.

8. Acceptance, Inspection & Complaints

8.1 Acceptance of Delivery

Delivery is deemed completed once the products have been handed over to the customer or a person authorised by the customer to receive them, without prejudice to the transfer of risk under Section 7.4. The customer must properly accept delivery immediately upon arrival.

8.2 Duty to Inspect and Give Notice

(1) The customer shall inspect the delivery without undue delay, at the latest within 48 hours after arrival, for:

• completeness,
• externally recognisable defects,
• damage to packaging, and
• obvious deviations from the agreed specification.

(2) Obvious defects or complaints must be notified to Alpine Biolabs within this period in text form. Failing timely notice, the delivery is deemed approved and accepted.

8.3 Form and Content of Complaints

(1) Complaints must:

• be made in text form, and
• include meaningful documentation (in particular photo or video material) clearly evidencing the alleged defect.

(2) Alpine Biolabs may request additional information, documents or evidence to verify a complaint. The customer shall provide reasonable cooperation.

8.4 Latent Defects

(1) Defects not recognisable upon proper inspection under Section 8.2 ("latent defects") must be notified in writing without undue delay after discovery.

(2) The customer bears the burden of proof that:

• the defect already existed at the time of transfer of risk, and
• the defect is not attributable to circumstances after handover.

8.5 Exclusions

No claims exist in particular where defects or deviations are attributable to:

• transport, storage or handling after transfer of risk,
• cultivation practices or environmental/site conditions at the customer,
• natural biological fluctuations within a reasonable range,
• failure to complain in time.

8.6 Consequences

The consequences of a justified complaint are governed exclusively by these ToS, in particular Section 10 (Warranty & Remedies). Where defects are alleged, the affected products must not be further processed or altered while Alpine Biolabs reviews the complaint. Further claims are excluded to the extent permitted by law.

9. Quality, IPM & Customer Cooperation Duties

9.1 Quality Standard

(1) Alpine Biolabs produces and supplies products in accordance with recognised horticultural and technical standards and the agreed specification.

(2) The owed quality relates exclusively to the time of handover in accordance with Section 7.

(3) Biological deviations within a reasonable range do not constitute a defect.

9.2 Integrated Pest Management (IPM)

(1) Alpine Biolabs applies an integrated pest management and prevention concept (IPM) in production.

(2) IPM is not a guarantee of complete freedom from pests, diseases or pathogens; it is a preventive, risk-minimising approach according to recognised standards.

(3) The presence of beneficial organisms does not constitute a defect, provided the products were specification-compliant at the time of handover.

9.3 Factors Outside Alpine Biolabs' Control

After handover, products are subject to influences outside Alpine Biolabs' control, in particular:

• transport and handling after transfer of risk,
• storage, acclimatisation and cultivation,
• hygiene, quarantine and monitoring measures at the customer,
• environmental, climate and site conditions.

Changes or impairments attributable to such factors do not give rise to claims against Alpine Biolabs.

9.4 Customer Cooperation Duties

The customer shall:

• properly accept, store and cultivate the products,
• comply with industry-standard hygiene, prevention and monitoring measures,
• ensure suitable conditions (e.g. climate, substrate, water, handling), and
• not mix the products with third-party plant material where this creates risks.

9.5 Notification Duties

The customer must inform Alpine Biolabs without undue delay if:

• abnormalities occur indicating a potential defect, or
• authorities impose measures, requirements or objections in connection with the delivered products.

If the customer fails to cooperate, Alpine Biolabs is not responsible for resulting disadvantages.

9.6 Allocation of Responsibilities

Alpine Biolabs does not owe a specific cultivation outcome, further development of the products after handover, or adaptation to customer-specific production conditions unless expressly agreed.

10. Warranty & Remedies

10.1 Warranty Standard

(1) Alpine Biolabs warrants that products comply with the agreed specification at the time of handover.

(2) The condition at the time of transfer of risk under Section 7 is decisive for assessing a defect.

(3) Natural biological deviations within a reasonable range do not constitute a defect.

10.2 Preconditions

Warranty claims require that:

• the customer has duly and timely complied with the inspection and notice obligations under Section 8, and
• the alleged defect demonstrably existed already at the time of transfer of risk.

10.3 Remedies for Justified Defects

(1) In the event of a justified and timely complaint, Alpine Biolabs may, at its discretion:

• make a replacement delivery, or
• grant an appropriate credit note.

(2) No right to rescission, price reduction or damages exists if Alpine Biolabs offers or provides one of the remedies above.

10.4 No Automatic Right of Rescission

Rescission or cancellation due to alleged defects is not permitted if Alpine Biolabs is willing to provide an appropriate remedy under Section 10.3. Mandatory statutory rights remain unaffected to the extent required by law.

10.5 Exclusion of Warranty

Warranty claims are excluded to the extent deviations or damages are attributable to:

• circumstances after transfer of risk,
• improper storage, cultivation or use by the customer,
• mixing with third-party plant material,
• failure or delay in customer cooperation,
• factors under Section 9 (Quality & IPM).

10.6 Consumer-Specific Provision (B2C)

For consumers (B2C), statutory warranty rights apply to the extent mandatory. The above limitations apply only insofar as they do not conflict with mandatory consumer law.

11. Liability & Limitation of Liability

11.1 General Principle

Alpine Biolabs is liable only in accordance with the following provisions. Any further liability—regardless of legal basis—is excluded to the extent permitted by law.

11.2 Intent and Gross Negligence

Alpine Biolabs is liable without limitation for damages caused by intent or gross negligence by Alpine Biolabs, its legal representatives or vicarious agents.

11.3 Slight Negligence

In the case of slight negligence, Alpine Biolabs is liable only:

• for breach of material contractual obligations (cardinal obligations), and
• limited to the typically foreseeable damage.

Material obligations are those whose fulfilment enables proper performance of the contract and on whose compliance the customer may regularly rely.

11.4 Exclusions

To the extent permitted by law, Alpine Biolabs is not liable for:

• indirect damages and consequential losses,
• loss of profit, production or crop losses,
• loss of use, business interruption or loss of market opportunities,
• indirect financial losses.

This applies in particular to damages arising from cultivation, further processing or use after transfer of risk.

11.5 Liability Cap (B2B)

Towards business customers (B2B), Alpine Biolabs' liability—regardless of legal basis—is capped at the net order value of the affected delivery or service.

11.6 Mandatory Liability

The above limitations do not apply to:

• injury to life, body or health,
• mandatory liability under the Product Liability Act,
• cases of mandatory statutory liability.

11.7 Consumer-Specific Provision (B2C)

For consumers (B2C), the above limitations apply only insofar as they do not conflict with mandatory consumer protection laws.

12. Recalls, Authorities & Cooperation

12.1 Measures in Case of Quality, Safety or Compliance Risks

Alpine Biolabs may take appropriate measures in case of actual or suspected risks related to products or services, in particular:

• suspend or withhold deliveries,
• conduct recalls or return actions,
• require additional tests, checks or documentation.

Such measures do not constitute an admission of fault and do not acknowledge a defect or liability.

12.2 Customer Notification Duty

The customer must inform Alpine Biolabs without undue delay if:

• the customer becomes aware of inquiries, inspections or measures by authorities in connection with delivered products, or
• circumstances arise indicating a potential quality, safety or compliance risk.

12.3 Cooperation

(1) The customer shall reasonably support Alpine Biolabs in clarifying and addressing risks, in particular by providing relevant information and documents, granting access to documentation or traceability data, and cooperating with authority or internal reviews.

(2) Alpine Biolabs may determine the scope and type of necessary cooperation at its reasonable discretion.

12.4 Communication with Authorities and Third Parties

(1) To the extent legally permissible, external communication with authorities, media or other third parties shall be coordinated and aligned with Alpine Biolabs.

(2) The customer shall not make public statements, press releases or other announcements regarding recalls, authority measures or risks without prior coordination with Alpine Biolabs.

12.5 Costs

To the extent risks or measures are attributable to circumstances within the customer's area of responsibility, Alpine Biolabs may charge the customer the reasonable costs incurred.

13. Intellectual Property & Use of Material and Information

13.1 Ownership of Rights

All rights to product descriptions, specifications, technical documents, documentation, images, data and other information remain with Alpine Biolabs or the respective rights holders unless expressly agreed otherwise.

13.2 No Implied Transfer of Rights

Delivery of products or performance of services does not grant any rights, licences or usage permissions beyond what is required for the intended contractual use. In particular, no transfer of rights occurs to:

• varieties, genetics or source material,
• production, propagation or breeding processes,
• protected technologies or know-how.

13.3 Use of Information

The customer may use information provided by Alpine Biolabs solely for its own business purposes in connection with using the delivered products. Any further use—especially disclosure to third parties, publication or commercial exploitation outside the contractual purpose—requires Alpine Biolabs' prior written consent.

13.4 Protection Against Misuse

The customer is not entitled to:

• carry out targeted reverse engineering,
• systematically analyse or extract confidential or protected information to replicate production, propagation or quality processes, or
• use material or information in a way aimed at circumventing Alpine Biolabs' business or protection interests.

14. Confidentiality & Data Use

14.1 Confidential Information

(1) "Confidential Information" means all non-public information disclosed in connection with the business relationship, in particular: business secrets, technical/product/organisational information, specifications, documentation, pricing and offer content, and quality, traceability or process information.

(2) Confidential Information may be used solely for the purpose of contract performance.

14.2 Confidentiality Obligations

(1) The parties shall keep Confidential Information confidential, not disclose it to unauthorised third parties, and protect it against unauthorised access.

(2) These obligations continue after termination of the business relationship.

(3) The confidentiality obligation does not apply to information that is publicly known, lawfully obtained from third parties, or must be disclosed due to statutory or authority obligations.

14.3 Processing of Personal Data

(1) Alpine Biolabs processes personal data of the customer or its contact persons only in accordance with applicable data protection laws, in particular the GDPR.

(2) Processing is carried out in particular for: contract conclusion and performance; order, delivery and billing handling; quality assurance, traceability and compliance; and communication within the business relationship.

14.4 GDPR Roles

(1) In relation to personal data processed in the business relationship, the parties generally act as independent controllers under the GDPR.

(2) Processing as a processor (Art. 28 GDPR) occurs only if expressly agreed separately.

14.5 Data Sharing & Service Providers

Alpine Biolabs may share personal and non-personal data to the extent necessary with affiliated companies and production, logistics or IT service providers for contract performance, quality assurance or compliance, provided statutory data protection requirements are met.

14.6 International Data Transfers

Where transfers of personal data outside the EU are necessary, Alpine Biolabs ensures such transfers are made only in accordance with GDPR requirements (e.g. appropriate safeguards).

14.7 Privacy Notice

Further information on personal data processing (including data subject rights, retention periods and contact details) is set out in Alpine Biolabs' privacy notice available on the Alpine Biolabs website.

15. Export, Sanctions & Compliance

15.1 General Compliance

The customer shall comply with all applicable legal, administrative and regulatory requirements relating to acquisition, possession, use, transport, onward transfer or other use of the products, including in particular export/import controls, customs and foreign trade law, and sanctions/embargo rules.

15.2 Customer Responsibility

(1) The customer is solely responsible for verifying and ensuring that acquisition and use of the products in its target market is permissible and that no export, import or sanctions restrictions apply.

(2) Alpine Biolabs assumes no responsibility for the legal permissibility of cross-border transfers undertaken by the customer.

15.3 Customer Confirmations

By placing an order, the customer confirms that:

• it is not listed on any sanctions or embargo list,
• it will not supply the products to countries, persons or organisations subject to sanctions or embargoes, and
• it will not use the products for prohibited or unlawful purposes.

15.4 Verification & Withholding Rights

Alpine Biolabs may request reasonable information or evidence to comply with legal requirements and may withhold or refuse deliveries or services where there are reasonable doubts regarding compliance. No claims arise for the customer from such withholding/refusal.

15.5 Indemnity

The customer shall indemnify Alpine Biolabs from all claims, damages, costs and authority measures arising from the customer's breach of export, sanctions or compliance obligations.

16. Force Majeure

16.1 Definition

Alpine Biolabs is not liable for disruptions, delays or non-performance to the extent caused by events of force majeure. Force majeure includes in particular:

• natural events,
• disease or pest outbreaks,
• failures of energy, transport or supply chains,
• authority measures or orders,
• labour disputes, epidemics or comparable events,
• other unforeseeable circumstances outside Alpine Biolabs' control.

16.2 Consequences

(1) In force majeure events, delivery and performance deadlines are extended by the duration of the disruption plus a reasonable start-up period.

(2) Further claims by the customer, in particular damages or rescission, are excluded to the extent permitted by law.

16.3 Prolonged Force Majeure

If a force majeure event continues for an extended period, both parties may terminate the contract in whole or in part for the affected performance without further claims.

17. Suspension & Rescission

17.1 Suspension of Deliveries/Services

Alpine Biolabs may suspend deliveries or services in whole or in part if:

• the customer is in default with due payments,
• there are justified doubts regarding compliance with legal or contractual obligations,
• required cooperation by the customer is missing, or
• any other substantial risk for Alpine Biolabs arises.

No claims arise from such suspension.

17.2 No Free Right of Rescission for the Customer

Orders are binding. The customer may rescind or cancel only with Alpine Biolabs' prior written consent. Mandatory statutory rescission rights remain unaffected to the extent required by law.

17.3 Rescission by Alpine Biolabs

Alpine Biolabs may rescind from the contract in whole or in part if:

• the customer materially breaches contractual obligations despite a deadline being set,
• the customer is in default with payments,
• authority or regulatory reasons make performance impossible or unreasonable, or
• circumstances not attributable to Alpine Biolabs arise (e.g. force majeure).

17.4 Costs Upon Rescission/Cancellation

In the event of an approved rescission or cancellation, Alpine Biolabs may charge the customer for all costs incurred up to that point, production and material costs, and other demonstrable damages.

17.5 Failure to Accept Delivery

If the customer does not timely accept delivery, Alpine Biolabs may:

• store the products at the customer's cost and risk,
• otherwise dispose of them, or
• dispose of them appropriately where required.

Further rights remain unaffected.

18. Governing Law & Jurisdiction

18.1 Governing Law

These ToS and all related legal relationships are governed by Austrian law, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

18.2 Jurisdiction

(1) For business customers (B2B), the exclusive place of jurisdiction is the competent court in Vienna.

(2) For consumers (B2C), the statutory jurisdiction rules apply.

18.3 Contract Language

The governing contract language is German. Translations are for information purposes only.

19. Final Provisions

19.1 Form Requirements

Amendments or supplements to these ToS require text form, unless stricter form requirements are mandatory by law.

19.2 Assignment

The customer may not assign rights or obligations under the contractual relationship to third parties without Alpine Biolabs' prior written consent. Alpine Biolabs may transfer rights and obligations to affiliated companies.

19.3 Subcontractors / Assistants

Alpine Biolabs may use affiliated companies or third parties as assistants in performance to fulfil the contract.

19.4 Severability

If any provision of these ToS is or becomes invalid or unenforceable in whole or in part, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by a provision that most closely reflects the economic intent.

19.5 Entire Agreement / Order of Precedence

These ToS, together with confirmed offers and expressly agreed individual contracts, constitute the entire contractual basis between Alpine Biolabs and the customer.