General Terms &
Conditions

Ortraco B.V.
Verlengde Edisonstraat 1
8861 NJ Harlingen, The Netherlands

Chamber of Commerce (KvK): 99579855
VAT identification number (BTW): NL869048302B01
Email: info@ortraco.com
Website: www.ortraco.com

In these General Terms and Conditions, the following terms have the following meanings:

"Ortraco" refers to Ortraco B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law.

"Client" means any natural person or legal entity that enters into an agreement with Ortraco, requests a quotation, or engages Ortraco's services.

"Agreement" means any arrangement between Ortraco and the Client, including but not limited to quotations accepted, orders confirmed, service contracts executed, and any amendments thereto.

"Services" means all activities performed by Ortraco on behalf of the Client, including but not limited to business development, commercial representation, strategic market entry advisory, sourcing, and intermediary services.

"Third-Party Products" means any goods, equipment, materials, or services sourced from third-party manufacturers or suppliers and supplied to the Client through Ortraco's intermediary role.

These General Terms and Conditions apply to all offers, quotations, agreements, deliveries, and services provided by Ortraco, unless expressly agreed otherwise in writing.

Deviations from these terms are only binding if expressly confirmed in writing by Ortraco. The applicability of any terms and conditions of the Client is expressly rejected, unless explicitly accepted by Ortraco in writing.

If any provision of these terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a provision that most closely reflects the intent of the original provision.

Ortraco reserves the right to amend these terms. Amendments take effect 30 days after notification to the Client or upon publication on the Ortraco website, whichever is earlier. Amendments do not apply retroactively to existing agreements unless both parties agree in writing.

All quotations and offers by Ortraco are non-binding (vrijblijvend) unless expressly stated otherwise. A quotation is valid for 30 days from the date of issue, unless a different period is specified.

Ortraco cannot be held to a quotation if the Client could reasonably have understood that the quotation, or any part thereof, contained an obvious error or mistake (kennelijke vergissing).

Prices stated in quotations are exclusive of VAT (BTW) and any other government-imposed levies, unless expressly stated otherwise. All prices are in euros unless explicitly denominated in another currency.

If the Client does not accept a quotation within the validity period, Ortraco is entitled to adjust the offer including its pricing.

An Agreement is formed at the moment Ortraco confirms the Client's acceptance of a quotation in writing, or at the moment Ortraco commences performance of the services with the Client's knowledge.

Any additions, amendments, or further arrangements to the Agreement are only binding if agreed upon in writing by both parties. Ortraco is entitled to engage third parties in the performance of the Agreement.

Ortraco operates under a dual-layered commercial structure:

a) Marine, Offshore & Renewable Energy markets: Ortraco acts as an intermediary and commercial representative. Ortraco facilitates transactions between the Client and third-party manufacturers or suppliers, without assuming product risk or ownership of goods. Final technical liability for Third-Party Products remains with the respective manufacturer or supplier.

b) European Domestic Market: Ortraco may act as an independent trading entity, purchasing and reselling products on its own account. In such cases, Ortraco's liability is limited to the terms specified in Article 10 of these conditions.

In all cases, the specific commercial role of Ortraco (intermediary or principal) shall be specified in the relevant quotation or agreement.

The Client shall provide all information, documentation, and cooperation reasonably required for the proper execution of the Agreement in a timely manner.

If the Client fails to provide necessary information or cooperation in time, Ortraco is entitled to suspend its obligations and to charge the Client for any additional costs arising from such delay.

The Client guarantees the accuracy, completeness, and reliability of all information provided to Ortraco. Ortraco shall not be liable for any damages resulting from inaccurate or incomplete information provided by the Client.

Unless agreed otherwise in writing, payment is due within 30 days from the date of the invoice, without any set-off, discount, or suspension.

If the Client fails to pay within the agreed term, the Client is in default by operation of law (van rechtswege in verzuim) without any further notice being required. From the date of default, the Client shall owe statutory commercial interest (wettelijke handelsrente) as set forth in Article 6:119a of the Dutch Civil Code.

All extrajudicial collection costs incurred by Ortraco shall be borne by the Client, with a minimum of 15% of the outstanding principal amount or €250, whichever is greater. Judicial collection costs are not limited to the court-awarded cost order.

Ortraco is entitled to require advance payment, a bank guarantee, or other security from the Client before commencing or continuing performance.

Both parties are obliged to keep confidential all information of a confidential nature obtained from the other party before, during, or after the execution of the Agreement. Information is considered confidential if one party has indicated as such, or if its confidential nature reasonably follows from the nature of the information.

This obligation of confidentiality does not apply to information that: (a) was already publicly available at the time of disclosure, (b) becomes publicly available other than through a breach by the receiving party, (c) was independently developed by the receiving party, or (d) must be disclosed pursuant to a legal obligation or court order.

The confidentiality obligations under this article survive the termination of the Agreement for a period of three (3) years.

Ortraco's total aggregate liability arising out of or in connection with the Agreement is limited to the amount paid out under Ortraco's professional liability insurance in the relevant case. If no insurance payout is made, Ortraco's total liability is limited to the amount of the fees paid by the Client under the relevant Agreement in the twelve (12) months preceding the event giving rise to the liability, up to a maximum of €50,000.

Ortraco shall never be liable for indirect damages, including but not limited to consequential damages (gevolgschade), loss of profit (gederfde winst), lost savings, loss of data, loss of goodwill, business interruption, environmental damage, or damages due to third-party claims.

Where Ortraco acts as intermediary (Article 6a), Ortraco is not liable for any defects, non-conformities, delays, or damages attributable to the third-party manufacturer or supplier. The Client's sole remedy in such cases is directly against the manufacturer or supplier. Ortraco shall, however, use reasonable commercial efforts to assist the Client in pursuing any claims against such third parties.

The limitations of liability in this article do not apply in cases of willful misconduct (opzet) or gross negligence (grove schuld) on the part of Ortraco's management.

Any claim against Ortraco must be submitted in writing within twelve (12) months after the Client became aware, or should reasonably have become aware, of the facts giving rise to the claim. Claims submitted after this period are time-barred.

All intellectual property rights — including but not limited to copyrights, trademark rights, patent rights, and database rights — relating to the materials, reports, analyses, designs, software, documentation, and other works created or provided by Ortraco in the performance of the Agreement, are and remain the exclusive property of Ortraco or its licensors.

The Client obtains a non-exclusive, non-transferable, non-sublicensable right of use for the duration and purpose of the Agreement only, unless otherwise agreed in writing.

The Client shall not reproduce, disclose, modify, or make available to third parties any materials provided by Ortraco without prior written consent from Ortraco.

Ortraco is not obliged to perform any obligation under the Agreement if it is prevented from doing so as a result of force majeure (overmacht). Force majeure includes, but is not limited to: government measures, sanctions, embargoes, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, strikes, lockouts, fire, flooding, disruption of transport, energy or telecommunications infrastructure, supplier failure, cyberattacks, and any other circumstances beyond Ortraco's reasonable control.

If the force majeure situation lasts for more than sixty (60) days, either party is entitled to terminate the Agreement by written notice without any obligation to pay damages.

If Ortraco has already partially performed its obligations before the force majeure event, or is able to partially perform, Ortraco is entitled to invoice for the work already performed as a separate engagement.

Agreements for ongoing services are entered into for the term specified in the agreement. Unless otherwise agreed, either party may terminate by giving at least three (3) months' written notice before the end of the term.

Ortraco may terminate or suspend the Agreement with immediate effect, without any liability for damages, if:

(a) the Client fails to fulfil its obligations and does not remedy such failure within fourteen (14) days after written notice; (b) the Client files for bankruptcy, is declared bankrupt, is granted a moratorium of payments (surseance van betaling), or ceases its business operations; (c) the Client's assets are seized; or (d) circumstances arise that make performance of the Agreement impossible or unreasonably burdensome.

Upon termination, all outstanding invoices become immediately due and payable. The provisions regarding confidentiality (Article 9), liability (Article 10), intellectual property (Article 11), and governing law (Article 16) survive termination.

Complaints regarding the services provided must be submitted to Ortraco in writing within fourteen (14) days after discovery, and in any event no later than thirty (30) days after completion of the relevant services. Complaints submitted after this period cannot be processed.

A complaint does not suspend the Client's payment obligations. Ortraco shall endeavour to resolve complaints within a reasonable timeframe.

The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG, Vienna, 1980) is expressly excluded.

These General Terms and Conditions and all agreements between Ortraco and the Client are governed exclusively by the laws of the Netherlands.

Any dispute arising out of or in connection with the Agreement shall first be submitted to good-faith negotiation between the parties for a period of at least thirty (30) days.

If the dispute cannot be resolved through negotiation, it shall be submitted to the exclusive jurisdiction of the competent court in the district of Noord-Nederland (Rechtbank Noord-Nederland), location Leeuwarden, unless mandatory law prescribes otherwise.

These General Terms and Conditions are available on Ortraco's website at www.ortraco.com/terms. A copy will be provided free of charge upon request. These terms may also be filed with the Chamber of Commerce (Kamer van Koophandel) in the Netherlands.

In the event of any discrepancy between translated versions and the Dutch text of these General Terms and Conditions, the Dutch text shall prevail.