B2B Terms & Conditions

GENERAL TERMS AND CONDITIONS OF DELIVERY AND PAYMENT OF
ORTO B.V.
1. GENERAL

1. These general terms and conditions of delivery and payment apply to the formation,
content, and execution of all agreements entered into with ORTO B.V. These terms will
also apply to future agreements. The applicability of other terms is explicitly excluded.
Deviations must be agreed upon in writing and apply only to the respective agreement.
2. In these terms, "the counterparty" refers to any natural or legal person wishing to enter
into an agreement with ORTO B.V. or who has entered into an agreement with ORTO
B.V.

2. OFFERS

1. All offers from ORTO B.V. are non-binding.
2. In the case of composite price quotes, partial orders cannot be guaranteed at a
proportional price.
3. All specifications are given as accurately as possible, but always as approximate values.
All catalogs, drawings, models, estimates, plans, and other documents provided with an
offer remain the property of ORTO B.V. and must be returned to ORTO B.V. at their first
request, free of charge.
4. If the counterparty does not wish to conclude an agreement after requesting an offer,
ORTO B.V. is entitled to charge the counterparty for all costs associated with the offer

3. AGREEMENTS

1. An agreement is only concluded by written acceptance by ORTO B.V. or by ORTO B.V.
executing the agreement.
2. The text of the contract and/or the order confirmation fully represents the agreement.
Any additions and/or changes to the agreed-upon services will only apply after written
acceptance by ORTO B.V. or after ORTO B.V. has executed them. ORTO B.V. is entitled
to charge for all additions and changes at applicable rates and adjust the agreed-upon
delivery time accordingly.
3. The counterparty is obligated to provide ORTO B.V. with all relevant information,
documents, and materials necessary for the proper execution of the agreement, both
before and during the execution of the agreement.
4. If the proper execution of the agreement so requires, ORTO B.V. is entitled to involve
third parties in the execution of the agreement. In agreements with multiple parties, each
of them is jointly and severally bound.

4. PRICES

1. The prices quoted apply for delivery from the warehouse/office of ORTO B.V. (ex works),
are exclusive of VAT and other government-imposed charges, and exclude costs not
specifically included in the agreement, such as packaging, transportation,
loading/unloading, installation, assembly, and insurance.
2. If after the conclusion of the agreement labor costs or production or material costs
increase, ORTO B.V. is entitled to pass on that increase to the counterparty. If the
increase exceeds 10% within three months after the conclusion of the agreement, ORTO
B.V. will notify the counterparty. The counterparty is then entitled to cancel the
agreement in writing free of charge, unless ORTO B.V. wishes to continue the
agreement with a lower or no price increase.
3. Unless otherwise stated, all quoted prices are in euros. Currency fluctuations will be
passed on to the counterparty

5. CANCELLATION

1. If the counterparty wishes to cancel an agreement, ORTO B.V. is entitled to charge 40%
of the agreed total price as cancellation fees. ORTO B.V. reserves the right to claim full
compensation for all financial losses and other damages. ORTO B.V. is never obliged to
accept a cancellation.

6. DELIVERY

1. All deliveries take place from the warehouse/office of ORTO B.V. The risk passes to the
counterparty at the moment of delivery. Goods are deemed to be delivered when they
are ready for transport at ORTO B.V. Services are deemed to be delivered when ORTO
B.V. informs the counterparty thereof.
2. If the goods and/or services to be delivered consist of parts with independent
significance, ORTO B.V. is entitled to deliver in parts, which can be invoiced separately.
3. ORTO B.V. is entitled to deliver goods that deviate slightly from the agreement if this
results in an equivalent or better outcome for the counterparty.

7. PACKAGING

1. Packaging is charged separately on the invoice. Only when the packaging is returned to
ORTO B.V. in undamaged and cleaned condition within a week of delivery, will the
charged packaging be credited.

8. TRANSPORT

1. ORTO B.V. may arrange transport of the delivered goods to the counterparty's
establishment or an address provided by the counterparty, at the counterparty's request
or when the proper execution of the agreement requires it.
2. All transportation is at the counterparty's expense and risk. ORTO B.V. advises the
counterparty to always obtain adequate insurance.

9. FORCE MAJEURE

1. In the event of force majeure or circumstances that make the normal execution of the
agreement impossible or unreasonably burdensome, the mutual obligations will be
suspended until such circumstances are resolved.

10. RETENTION OF TITLE

1. ORTO B.V. remains the owner of all delivered goods until the counterparty has fully met
all its obligations under all deliveries.

11. INTELLECTUAL PROPERTY

1. All industrial and intellectual property rights regarding drawings, models, trademarks,
copyrights, product specifications, designs, software, etc., are reserved by ORTO B.V.

12. GUARANTEE

1. ORTO B.V. guarantees that the delivered goods will meet the agreed-upon specifications
and standards at the time of delivery.

13. COMMERCIAL

1. Any commercial relationship between the counterparty and ORTO B.V. shall be
conducted in a manner that is fair and in compliance with relevant laws.

14. LIABILITY

1. ORTO B.V. is only liable for damages caused by its own gross negligence or willful
misconduct.

15. SHORTCOMING DISSOLUTION

1. If a party fails to meet its obligations under the agreement, the other party may terminate
the agreement after a reasonable notice period.

16. RETENTION

1. ORTO B.V. retains the right to withhold services, goods, or payment until all obligations
from the agreement have been fully met.

17. PAYMENT

1. Payments are due as specified in the order confirmation or agreement.

18. PENSION & COSTS

1. The counterparty is responsible for any costs associated with pension or insurance
obligations arising from the agreement.

19. APPLICABLE LAW & DISPUTES

1. Dutch law applies to all agreements.
2. Any disputes shall be resolved through arbitration, with the venue and terms specified in
the agreement.