General terms and conditions

GENERAL TERMS AND CONDITIONS OF SALE AND PAYMENT

Orange Pharma BV
Version: 1.0
Date: 31 March 2026

These General Terms and Conditions of Sale and Payment (“Terms”) apply to all offers, deliveries, services and agreements of Orange Pharma BV, unless otherwise agreed in writing.

By placing an order or entering into an agreement with Orange Pharma BV, the customer declares to accept these Terms.

Applicability
These Terms apply to all offers made by Orange Pharma BV and to all agreements relating to the supply of products and/or services by Orange Pharma BV to its customers. Deviations from these Terms shall only be valid if agreed in writing.

For the purposes of these Terms, “in writing” shall also include communication by email or other electronic means.
Formation of Agreements
An agreement between Orange Pharma BV and the customer shall be concluded after Orange Pharma BV has confirmed an order in writing or has commenced the execution of the order.
Prices
Unless stated otherwise, all prices quoted by Orange Pharma BV are exclusive of VAT and any other government-imposed levies.
Delivery
Delivery times are indicative and shall not be considered strict deadlines unless otherwise agreed in writing. Delivery shall take place at the delivery address specified by the customer.

The risk of the products shall transfer to the customer at the moment of delivery.

If the customer is unable to accept delivery on the agreed delivery date, Orange Pharma BV may store the products at the customer’s risk and expense.
Force Majeure
Orange Pharma BV shall not be obliged to fulfil its obligations if it is prevented from doing so due to force majeure.

Force majeure shall include, but not be limited to, war, strikes, transport disruptions, government measures, interruptions in supply chains, failures in energy supply, or other circumstances beyond the reasonable control of Orange Pharma BV.

If the force majeure situation lasts longer than two months, both parties shall have the right to terminate the agreement.
Payment
Invoices issued by Orange Pharma BV must be paid within 30 days from the invoice date without suspension or set-off. Any payment received shall first be applied to the longest outstanding invoice.

If the payment term is exceeded, the customer shall be liable for statutory commercial interest on the outstanding amount.
Debt Collection
If the customer fails to meet its payment obligations, all reasonable extrajudicial and judicial collection costs shall be borne by the customer. These costs shall amount to at least 15% of the outstanding amount with a minimum of €500.
Suspension and Termination
Orange Pharma BV shall be entitled to suspend deliveries or terminate the agreement with immediate effect if the customer fails to meet its obligations, is declared bankrupt, applies for suspension of payments, or otherwise loses the right to dispose of its assets.
Inspection and Complaints
The customer must inspect delivered products upon receipt for quantities, shelf life, labels and visible defects.

Visible defects must be reported immediately in writing. Other defects must be reported in writing no later than four working days after delivery.
Repair and Replacement
In the event of a justified complaint, Orange Pharma BV shall, at its own discretion, repair the defect, replace the relevant products, or credit the invoice amount in whole or in part.
Liability
Orange Pharma BV shall not be liable for consequential damages, including business losses, loss of profits or damages caused by business interruption.

The liability of Orange Pharma BV shall in all cases be limited to the amount invoiced for the relevant delivery or service. If and to the extent that insurance coverage applies, liability shall be limited to the amount paid out by the insurer.
Retention of Title
All products supplied by Orange Pharma BV shall remain the property of Orange Pharma BV until the customer has fully paid all outstanding claims.

Orange Pharma BV shall be entitled to reclaim delivered products if the customer fails to fulfil its payment obligations.
Resale and Regulations
The customer may only resell the supplied products in the course of its normal business operations and in compliance with all applicable laws and regulations.
Returns
Returns shall only be accepted after prior written approval by Orange Pharma BV and must comply with the return conditions set by Orange Pharma BV.
Product Safety and Recalls
If a quality issue or product recall occurs in relation to delivered products, the customer shall provide all reasonable cooperation with measures necessary to remove the relevant products from the distribution chain.
Indemnification
The customer shall indemnify Orange Pharma BV against any third-party claims arising from the use, sale or application of the products supplied by Orange Pharma BV.
Assignment
Orange Pharma BV shall be entitled to transfer its rights and obligations under agreements with the customer, in whole or in part, to an affiliated company or a third party.
Severability
If any provision of these Terms proves to be wholly or partially invalid, void or unenforceable, the remaining provisions shall remain fully in force. In such case, the parties shall agree on a replacement provision that reflects as closely as possible the intention of the original provision.
Order of Precedence
If specific written agreements between Orange Pharma BV and the customer deviate from these Terms, those specific agreements shall prevail.
Governing Law and Disputes
All agreements between Orange Pharma BV and the customer shall be governed by Dutch law.

All disputes arising from or related to agreements between Orange Pharma BV and the customer shall be submitted exclusively to the competent court in the Netherlands.