ALPHA PERFORMANCE — TERMS OF SALE (B2B: BULK & CUSTOM ORDERS)

Last Updated: August 2025

1. Application of Terms

1.1 These Terms of Sale (“Terms”) apply to all orders placed by business customers (“Customer”) with Alpha Performance (“Seller”).

1.2 Any Customer terms inconsistent with these Terms are expressly rejected unless agreed in writing by both parties.

2. Orders and Acceptance

2.1 Orders must be submitted in writing and are binding only upon Seller’s acceptance.

2.2 Custom orders require final approval of artwork and specifications before production begins.

2.3 Once artwork and specifications are approved and production begins, no modifications are permitted.

2.4 Any requested changes after approval may result in production delays, additional costs, and extended delivery timelines, which Customer accepts.

3. Pricing, Payment & Late Payment Penalties

3.1 Prices are as stated in accepted quotes or invoices.

3.2 Full payment is due on the invoice’s due date; no credit relationship exists unless explicitly agreed in writing under a separate credit agreement.

3.3 Late payments will incur statutory penalty interest of 8 percentage points above the European Central Bank’s reference rate per annum, applied from the due date of payment.

3.4 The statute allows for additional compensation for collection costs as per Finnish regulations.

4. Production, Delivery & Quality Control

4.1 Standard turnaround: approximately 20–25 business days. Rush options available for an additional fee.

4.2 Delivery timelines are estimates; Seller is not liable for delays beyond its control.

4.3 Production begins only after full payment is received and Customer approval is finalized. Goods undergo QC/QA inspection before dispatch.

5. Custom Products: No Returns, Except for Defects

5.1 Custom-made goods produced to Customer specifications are final sale and non-returnable.

5.2 Under Finnish consumer law, even consumers generally lose the right of withdrawal for custom-made goods, as they are manufactured according to personal specifications.

5.3 If Goods are defective or not in compliance with agreed specifications, Seller may at its discretion offer repair or replacement in line with statutory remedies.

5A. Inspection and Acceptance

5A.1 Customer must inspect delivered goods and report any defects or non-conformance within 7 calendar days of delivery.

5A.2 Failure to report defects within this period constitutes acceptance of the goods as delivered.

5A.3 This inspection period applies to manufacturing defects and specification compliance only, not to approved custom designs.

6. Title and Risk Transfer

6.1 Risk of loss passes to the Customer upon shipment.

6.2 Title transfers only after payment has been fully settled.

7. Artwork & Intellectual Property

7.1 Customer must ensure all provided designs and artwork do not breach third-party rights and indemnify Seller against related claims.

7.2 Production files, designs, molds, and tooling remain Seller’s property unless otherwise agreed.

8. Liability Limitations

8.1 Seller’s liability is strictly limited to the invoice value of any non-conforming Goods.

8.2 Seller is not liable for any indirect, incidental, consequential, or punitive damages—even if previously informed such damages may occur.

9. Force Majeure

Seller will not be held liable for delivery delays or failure to perform due to events beyond its reasonable control (e.g., natural disasters, supply chain disruptions, or regulatory acts).

10. Governing Law & Jurisdiction

These Terms are governed by Finnish law. Disputes are subject exclusively to the jurisdiction of Finnish courts.

11. Entire Agreement & Amendments

11.1 These Terms, along with relevant quotes and invoices, constitute the full agreement between the parties.

11.2 Any amendments must be agreed in writing and signed by both parties to be valid.

Legal & Industry Compliance Highlights

  • Late Payment Enforcement: Finnish law mandates a default interest rate of at least ECB reference rate plus 8% p.a., and allows collection cost compensation.
  • Custom Goods Return Policy: Custom-made items generally fall outside consumer cancellation rights in Finland.
  • Clear Title & Risk Transfer Rules: Prevents premature claims to property before payment.
  • Liability Clauses: Aligns with commercial norms to mitigate undue exposure.
  • No-Change Policy: Protects production efficiency and prevents scope creep after approval.

Terms of Sale for Business-to-Business (B2B) Transactions (Team Bulk Orders)

  1. Definitions

1.1 “Alpha Performance” refers to the company providing the goods and services described in this document. 1.2 “Customer” refers to the entity purchasing goods and services from Alpha Performance. 1.3 “Goods” refers to the products and materials offered for sale by Alpha Performance. 1.4 “Made-to-Order” refers to the process of manufacturing the Goods according to the specifications provided by the Customer.

  1. Agreement

By placing an order with Alpha Performance, the Customer agrees to be bound by these Terms of Sale, and acknowledges that these Terms of Sale supersede any previous agreements, negotiations, or understandings between the parties.

  1. Made-to-Order Goods and Refund Policy

3.1 All Goods sold by Alpha Performance are Made-to-Order and manufactured according to the specifications provided by the Customer. 3.2 Due to the nature of Made-to-Order Goods, all sales are final and non-refundable.

  1. Delivery

4.1 Alpha Performance shall deliver the Goods to the Customer within 4 to 6 weeks during normal periods of the year, and within 8 to 10 weeks during busy periods (March – May). The delay buffer during busy periods is due to the nature of production during busy periods, as well as notable religious and unavoidable holidays occurring at that time of the year.

4.2 The Customer acknowledges and accepts a delivery variance of +/- 2 weeks (20 days) during the busy periods of the year (March – May).

  1. Customs and Clearance

5.1 The Customer is responsible for any customs and clearance procedures, fees, or duties that may be applicable to the Goods. 5.2 The Customer agrees to indemnify Alpha Performance from any delays resulting from customs and clearance procedures.

  1. Liability

6.1 The Customer acknowledges and agrees that Alpha Performance shall not be liable for any indirect, incidental, consequential, or punitive damages arising out of or in connection with these Terms of Sale or the Goods. 6.2 In no event shall Alpha Performance’s total liability for any claim arising out of or in connection with these Terms of Sale or the Goods exceed the amount paid by the Customer for the Goods that are the subject of the claim.

  1. Governing Law and Jurisdiction

These Terms of Sale shall be governed by and construed in accordance with the laws of Finland, and the parties hereby submit to the exclusive jurisdiction of the courts of Finland in relation to any dispute or matter arising out of or in connection with these Terms of Sale or the Goods.

  1. Entire Agreement

These Terms of Sale, together with any documents referred to herein or required to be entered into pursuant to these Terms of Sale, constitute the entire agreement between the parties and supersede any previous agreements, negotiations, or understandings between the parties.

  1. Amendment

No amendment or variation to these Terms of Sale shall be binding unless agreed in writing by both parties.

  1. Severability

If any provision of these Terms of Sale is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

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