General terms and conditions of delivery of OrthoLife BV with registered office and place of business at Lansinksweg 7, 7666NH, Fleringen registered with the Chamber of Commerce in Enschede under number 64960161

Definitions
Delivery Terms: the Delivery Terms which apply to all Agreements between the Seller and the Buyer.
Seller: supplier.
Buyer: the Seller’s other party.
Agreement: any agreement for the purchase and sale of Products.

General

1. The Seller delivers exclusively to Buyers who are over 16 years of age. By agreeing to these general terms and conditions of delivery, placing an order and making a payment, one confirms to be over 16 years of age.
2. These Delivery Terms shall apply to all offers and Agreements with Seller regarding the sale and delivery of Products by Seller.
3. Deviations from and/or supplements to these Delivery Terms shall only be binding if and insofar as they have been agreed in writing.
4. If a situation arises between the parties that has not been regulated in these Delivery Terms, this situation must be assessed ‘in the spirit’ of these provisions.

Offers

1. Every offer of the Vendor, whether made orally or in writing, shall be valid for the period stated therein. If the offer does not contain a period of validity, it shall be non-binding.
2. In the case of a non-binding offer, the Seller shall be entitled to revoke this offer at the latest within 2 working days after receipt of the acceptance.
3. If the acceptance (also on minor points) deviates from the offer, the Seller is not bound by it. The Agreement will then not be concluded in accordance with this deviating acceptance, unless Seller agrees to this in writing.

Pricing

1. Payment is based on the prices valid on the day of the order.
2. Shipping costs Netherlands and Belgium:
   – Orders above € 75,- incl. VAT are free of charge.
   – For orders below € 75, including VAT, € 4.50 including VAT will be charged for postage.
3. For shipments to other countries, other rates apply, which the Buyer can request.

Discounts

1. When ordering 3 (different) articles, Buyer receives an additional 5% discount.
2. When ordering 4 or more (different or not) articles, the Buyer receives an additional 10% discount.
3. Apart from specific offers, no other discounts apply.

Deliveries

1. Delivery times for Products not in stock can only be given as an approximation.
2. Stated periods within which the Products must be delivered can never be regarded as fatal, unless the parties have explicitly agreed otherwise in writing.
3. If the Seller is unable to deliver within the agreed delivery period, the Buyer shall be promptly informed thereof, indicating the expected delivery date(s). The Buyer may not derive any right to compensation in any form from this or dissolve the Agreement.
4. Orders may be delivered and invoiced in parts. Each partial delivery shall be deemed to constitute a separate agreement.
5. The Seller shall pack and/or secure the Products in such a way that, in the event of normal transport, these Products will reach their destination in good condition and can be delivered.
6. All data relevant to the delivery of the products shall be provided to the Seller by the Buyer at its expense. The Buyer warrants that this information is complete and accurate. The Seller shall not be liable for any damage arising from any incompleteness or inaccuracy of such information.

Payment

1. Payment is always done directly online via iDEAL or credit card, or afterwards via AfterPay.

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1. Complaints by telephone or in writing, within 56 working days. If a timely and justified complaint has been made and the Buyer has returned the goods with our consent and accompanied by the fully completed complaint form, the Seller shall either redeliver the goods free of charge or credit the Buyer for the goods returned. We shall never be obliged to do more than this.
2. The seller must be given the opportunity to investigate the complaint.
3. Packages that have been broken cannot be returned, unless there is a justified complaint.

Liability

1. Apart from the guarantees or guaranteed results explicitly agreed upon or given by the Vendor, the Vendor does not accept any liability.
2. Verkoper is uitsluitend aansprakelijk voor directe schade. Aansprakelijkheid voor iedere vorm van gevolgschade is uitdrukkelijk uitgesloten.
3. If the Seller is liable for damage suffered by the Buyer, the Seller’s obligation to pay compensation shall always be limited to the amount paid out by its insurer in the case in question. If the insurer does not pay out or if the damage is not covered by the insurance policy taken out, the obligation to pay compensation shall be limited to a maximum of the invoice amount for the order in which the damage arose.
4. The Seller shall never be liable to pay compensation to third parties.
5. The Seller shall not be liable if the damage has been caused
   a) by inexpert use, improper use or use of the product contrary to its intended purpose;
   b) through use of the Product contrary to instructions, advice, directions for use, leaflets etc. given by or on behalf of Seller
   c) by improper storage of the Products.
6. The limitations of liability included in this article do not apply if the damage is due to intent and/or deliberate recklessness on the part of the Seller or its executive staff.
7. Late delivery by PostNL or other transport services is at the risk of the Buyer.
8. The refusal to accept an order placed on offer or the failure to collect an order after notification of the delivery service shall not suspend the payment obligation.

Force majeure

1. If fulfilment of the Agreement is not possible and this is attributable to a non-attributable failure on the part of the Seller and/or on the part of third parties or suppliers engaged for the performance of the Agreement, or in the event that any other serious reason arises on the part of the Seller, the Seller shall be entitled to suspend fulfilment for a period to be determined by the Seller without being obliged to pay any compensation.
2. Circumstances which may constitute non-attributable non-fulfilment include: the failure of telecommunications and/or electricity networks, war, riots, trade embargoes, mobilisation, domestic and foreign riots, government measures, strikes and lockouts by workers or the threat of these and similar circumstances; disruption of currency exchange rates existing at the time of entering into the Contract, weather conditions, business interruptions due to fire, accidents or other occurrences and natural phenomena, all this irrespective of whether or not the Contract has been concluded. All this irrespective of whether the non-performance or late performance takes place at the Seller, its suppliers or third parties engaged by it for the performance of the Agreement.

Applicable law, disputes, acceptance conditions

1. All agreements are exclusively governed by Dutch law.
2. By placing an order, the Buyer declares himself familiar with and in agreement with these terms and conditions.
3. Disputes shall be submitted to the competent court in the place where the Seller has its registered office. The Buyer is also authorised to submit the dispute to the competent court in its own place of establishment.

These modified delivery terms are effective from 01-05-2018 and replace previous delivery terms.

Return / withdrawal right
You have the right to withdraw from the contract within a period of 14 days without giving reasons.

The withdrawal period shall expire after 14 days from the day on which you or a third party other than the carrier and indicated by you acquires physical possession of the goods.

To exercise the right of withdrawal, you must inform us (OrthoLife BV, Lansinksweg 7, 7666NH, Fleringen, The Netherlands. info@ortholife.com, by means of an unambiguous statement in writing by e-mail) of your decision to withdraw from the contract. You may use the form below for this purpose, but you are not obliged to do so. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Consequences of withdrawal
If you withdraw from this contract, we shall reimburse to you all payments received from you, excluding delivery costs, without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We shall reimburse you using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you shall not incur any fees as a result of such reimbursement.
We may delay repayment until we have received the goods back or you have supplied evidence of having sent back the goods, whichever is the earliest.
You shall return the goods or hand them over to us without undue delay and in any event not later than 14 days from the day on which you communicate your decision to withdraw from the contract to us. You are in time if you return the goods before the period of 14 days has expired.
We will bear the costs of returning the goods.
You shall only be liable for any diminished value of the goods resulting from the use of the goods beyond what is necessary to establish the nature, characteristics and functioning of the goods.

Excluded from the right of withdrawal is a consumer purchase that involves the delivery of:

• products made to the consumer’s specifications, which are not prefabricated and are manufactured on the basis of an individual choice or decision by the consumer, or are clearly intended for a specific person;
• products that spoil quickly or have a limited shelf life;
• products that are not suitable to be returned for reasons of health protection or hygiene and whose seal has been broken after delivery;
• products which, after delivery, have been irrevocably mixed with other items due to their nature;

OrthoLife is the manufacturer of UltraPrevent® and is also responsible for the entire logistics process.