General terms and conditions

1.1 In these general conditions, ‘Orange Plastics’ refers to Orange Plastics B.V..
1.2 In these general conditions, ‘customer’ refers to the natural or legal body with whom Orange Plastics has reached an agreement, or to whom Orange Plastics has made an offer.
1.3 In these general conditions, ‘agreement’ refers to the agreement of order and/or the agreement of sale reached between Orange Plastics and her customer.

2.1 These general conditions are applicable to all offers and agreements Orange Plastics made to or reached with her customer.
2.2 The applicability of the customer’s general conditions is dismissed explicitly.
2.3 Departures from these general conditions that were agreed on by Orange Plastics and the customer need to be confirmed in writing by Orange Plastics.
2.4 The customer cannot derive rights from departures as mentioned in article 2.3 for future agreements.

3.1 Offers by or on behalf of Orange Plastics are without obligations with regard to stated prices as well as time of delivery.
3.2 An agreement does not come into being until it is confirmed in writing by Orange Plastics.
3.3 Orange Plastics preserves the right to alter information in brochures and other pr-material without further notification; information of this kind is not binding.
3.4 Orange Plastics preserves the copyright of designs, sketches, pictures, and drawings accompanying an offer. It is not allowed to copy these documents, show them to a third party, or use them in any other way without Orange Plastics’ explicit written permission. In case no agreement is reached, the customer is obliged to send back all these documents to Orange Plastics within eight days after the decision was made that there would not be an agreement.

4.1 All prices used by Orange Plastics exclude value-added tax (VAT) and are based on total cost prices on the moment of offer, on the information drawings and the like – supplied with the order, on delivery ex works, on realization within normal working hours, unless agreed otherwise.
4.2 In case the cost prices, and/or other factors, on which prices are based for whatever reason, are increased with more than 5% in the period between realization of the agreement and delivery, the prices stated in the agreement will be increased accordingly.
4.3 Factors determining the cost prices are among other things: the cost of raw materials, assembly and transportation costs, wages and customs duty.

5.1 From the moment of dispatch out of stock, all products travel at the customer’s risk. Unless agreed otherwise.
5.2 The customer is to insure himself/herself properly against the risks stated in article 5.1.
5.3 At delivery, the customer is obliged to inspect the supply on (in)completeness, damage due to transport, visible deficiencies and the like, and if such a thing is the case, to mention this immediately to Orange an state this on the delivery note.

6.1 Delivery periods are roughly determined by Orange Plastics, possibly in consultation with the customer. The delivery period takes effect when after confirmation of the order there is agreement on all technical details; and after all data, drawings and other documents necessary for the execution of the order have been received by Orange Plastics; and the payments in advance or guarantees, in as far as these were agreed on, have been carried out or obtained respectively.
6.2 A delivery period is not a fatal period, unless both parties explicitly agree otherwise in writing.
6.3 Goods to be delivered are considered to be delivered as soon as they are ready for dispatch.
6.4 Orange is entitled to deliver 5% more or less than ordered and to invoice this., customer is obligated to pay the invoice.

7.1 Delivered products are never taken back by Orange Plastics, except for carrying out the terms of guarantee of article 11.1, or in case of dissolution of the agreement.

8.1 Payments, without any discount or compensation, are to be carried out within 30 days upon receipt of invoice into a bank account indicated by Orange Plastics. Unless otherwise agreed in the offer.
8.2 In case the customer has not met his/her obligation to pay within the period mentioned in article 8.1, Orange Plastics is authorized to charge the customer interest on the indebted sum of money. This interest rate is 8 percent.
8.3 In case, after a written notice to pay, the customer has not met his/her obligation to pay within the period mentioned in this notice, Orange Plastics is also authorized to charge all costs concerning judicial as well as extra judicial collection of debts. Extra judicial collection charges exist of 8 % of the indebted sum of money with a minimum of € 250, -.
8.4 if no payment has been made within 5 days after a written reminder as referred to in article 8.3, Orange may suspend the execution of its obligation unabated to all its rights.
8.5 These terms of payment unabated, Orange Plastics is authorized to demand payments in advance or guarantees in whatever desired form before as well as during the execution of an agreement. 8.6 In case the payment in advance or the guarantee has not taken place within three days after the demand, Orange Plastics may suspend the execution of the agreement.

9.1 Orange Plastics reserves the right of ownership of all delivered and yet to be delivered goods. Ownership does not transfer to the customer until the customer has met the obligations by reason of the agreement or has given sufficient guarantees to that end.
9.2 This reservation of ownership serves to warrant payment of all that belongs to Orange Plastics by reason of the agreement.
9.3 In case the customer makes a new item from items on which Orange Plastics has a reservation of ownership, the customer is obliged at first request to that end either to establish a silent possessor lien for the benefit of Orange Plastics, or to warrant proper guarantees in whatever desired form.
9.4 In case the customer sells items on which Orange Plastics has a reservation of ownership to a third party, the customer is obliged at first request to that end either to establish a silent possessor lien for the benefit of Orange Plastics, or to warrant proper guarantees in whatever desired form.

10.1 Appeals concerning deficiencies, which can be detected immediately at or shortly after delivery, are to be submitted to Orange Plastics by the customer within eight days after delivery under penalty of loss of all rights.
10.2 Appeals concerning deficiencies which cannot be detected until after some time, are to be submitted to Orange Plastics by the customer within eight days after the deficiencies have been detected or should reasonably have been detected under penalty of loss of all rights.
10.3 Appeals concerning less than 1% of the total order quantity will not be processed.
10.4 Appeals as mentioned in this article are to be submitted in writing under precise and explicit specification of the nature of the complaints. Customer needs to fill the complete Defective Product report and needs to return all defective products.

11.1 Orange Plastics offers a guarantee period of 1 year on all products delivered, unless stated otherwise in the agreement. The period starts at the date of delivery.
11.2 During the guarantee period, Orange Plastics warrants that products are conform approved sample (Golden Sample) and material specifications.
11.3 Correction of deficiencies does not lead to extension of the guarantee period.
11.4 The guarantee as mentioned in article 11.2 does not apply:
11.4.1 In case the deficiencies have not been notified to Orange Plastics in accordance with article 10;
11.4.2 In case repairs have been carried out or changes have been made to the product without Orange Plastics’s written consent to that end.;
11.4.3 In case there’s no approved and signed sample send to Orange Plastics by the customer (Golden Sample).
11.5 The guarantee is restricted to free repair of detected deficiencies in a way determined by Orange Plastics.
11.6 On the basis of this article, Orange Plastics becomes the owner of any replaced products.

12.1 During force majeure, all delivery obligations and all other obligations are suspended.
12.2 In case Orange Plastics has partly met her obligations or can meet her obligations only partially when force majeure sets in, Orange Plastics is authorized to separately charge for those parts that can be supplied, and the customer is obliged to pay the invoice as if it were a separate agreement.
12.3 Force majeure as referred to in this article applies in case observation of the agreement is obstructed because of circumstances beyond Orange Plastics’s control. This includes among other things strikes, sickness of personnel, business disturbances, transport disturbances, measures of government hindering or obstructing observation of the agreement or making it impossible, and all other disturbances and delays of any kind beyond Orange Plastics’s control, irrespective of whether these circumstances occur at Orange Plastics or at suppliers of Orange Plastics.
12.4 Orange Plastics also has the right to refer to force majeure in case the circumstances that obstruct observation of the agreement set in after Orange Plastics should have met her obligations.

13.1 Orange Plastics has the right to dissolve the agreement in its entirety or partially to take effect at once in the cases described below and as far as attributed to below:
13.1.1 In case the customer does not, or insufficiently, or not timely observe an obligation resulting from the agreement, and still does not observe it within eight days after written notification;
13.1.2 In case the customer was granted definitive or final or provisional suspension of payment, or in case the customer has been declared bankrupt;
13.1.3 In case the customer hands over his/her activities in its entirety or partially to a third party, or stops his/her activities.
13.2 The customer has the right to dissolve the agreement in its entirety or partially to take effect at once in the cases described below and as far as attributed to below:
13.2.1 In case Orange Plastics refers to force majeure and the period of force majeure lasts over two months, or as soon as it is certain that the period of force majeure will last over two months;
13.3 Dissolution of the agreement is carried out by a registered letter of the dissolving party to the other party.
13.4 Dissolution of the agreement does not take away the right of the dissolving party to claim compensation.
13.5 In case the agreement exclusively concerns services rendered by Orange Plastics to the customer, the customer is allowed to dissolve the agreement at all times, as long as the customer proportionally compensates the services already rendered.

14.1 Orange Plastics accepts liability for losses suffered by the customer only when they are caused by failures in the observation of the agreement attributable to Orange Plastics, or by unlawful action, in case and in as far as this liability is covered by the insurance up to the amount paid by the insurer.
14.2 In case Orange Plastics’ insurer for some reason does not pay, or in case the losses are not covered by the insurance, Orange Plastics’s liability is restricted to the net amount of invoice, at a maximum of € 25,000. -.
14.3 Orange Plastics does not accept liability for losses caused by expiration of delivery period.
14.4 Orange Plastics is not liable for losses in case the failure as mentioned in 14.1 is caused by force majeure.
14.5 Orange shall not be liable for any damage caused by or related to the presence in, migration from, release of, exposure to, or effects of any substance contained in products supplied by Orange, provided that such substance was legally permitted for use and marketing at the time the products were placed on the market by Orange. This includes, by way of example and without limitation, per- and polyfluoroalkyl substances (PFAS), including but not limited to PFOS, PFOA, PFHxS and PFNA, bisphenol A (BPA), and talc. The Client shall indemnify and hold harmless Orange and its affiliated companies against all third-party claims for damages that are actually or allegedly caused by or related to the foregoing, including claims brought against Orange as a producer under any product liability regime. This indemnification shall not apply to the extent that such claims are caused by the intentional misconduct or willful recklessness of Orange or persons entrusted with its executive management.

15.1 All products, prototypes, specifications, data, know-how, processes, designs, sketches, photographs, videos, inventions, or ideas designed, developed or manufactured by Orange Plastics remains Orange Plastics property. With regard to intellectual rights of ownership, such as patent law, copyrights, and design rights concerning items supplied by Orange Plastics, Orange Plastics remains the party exclusively and fully entitled unless otherwise agreed on in writing. The customer is entitled only to make use of the items concerned and is not allowed to modify or copy these items or to have them manufactured.
15.2 With regard to products, prototypes, specifications, data, know-how, processes and intellectual rights of ownership, such as patent law, copyrights concerning items supplied by customer, customer remains exclusive and full owner.

16.1 All agreements, to which these general conditions apply are governed by Dutch law.
16.2 The district court in Amsterdam is exclusively authorized to take note of disputes concerning all agreements to which these general conditions apply.