1. DEFINITION Under these Terms and Conditions the following expressions have the following meanings - 1.1 "We" or "Us” means Ortano, a partnership registered in England VAT Number 434221531 and registered office at 1 College Park, Main Road, Syresham, Brackley NN13 5FS.; 1.2 "You" means the buyer who places an order for the Goods; 1.3 "Conditions” means these terms and conditions of sale; 1.4 "Contract” means the contract between us and you for the sale of Goods on these Conditions; 1.5 "Goods" means the products which you agree to buy from us as identified by your order (including any part or parts of them); 1.6 “Intellectual Property” means all patents, copyrights, registered or unregistered trademarks, design rights, utility models, business names, domain names, Know-How and all other intellectual property rights of a similar nature (whether registered of not) subsisting anywhere in the world in or associated with the Goods; 1.7 “Working Days” means any day between Monday to Friday, excluding bank and public holidays. 2. QUOTATIONS 2.1 All quotations and accompanying technical or other information supplied by us prior to your placing of an order for Goods are for illustrative purpose only. A Contract shall come into existence only when we accept your order as per the following Conditions. 2.2 You shall have no rights and we shall have no liability if an order for Goods is not accepted due to any reason. 2.3 No addition or variation to any quotation given or the Contract is binding on us unless agreed in writing and signed by one of our Authorised Representatives. 3. DELIVERY 3.1 The Goods will be deemed delivered when we have delivered and you have received the Goods at the address mentioned in the Order Form. However, if you request any changes to the delivery at an alternative address, we may charge you for any additional costs or expenses incurred by us as a result of such a change. 3.2 The estimated Delivery Date of Goods is 5-7 Working Days from the date of receipt of payment as per clause 4.3. If you have requested for any specific customisation while placing your order for the Goods, the estimated Delivery Date may be longer and will be informed to you at the point of quoting for such Contract. You will not be entitled to terminate the Contract as a whole if we fail to meet any given times or dates for delivery, unless such delay exceeds thirty (30) Working Days. Under this Contract, time is not of the essence. In the absence of a specific Delivery Date, delivery will be made within a reasonable time. 3.3 In case you fail or refuse to accept delivery; or you do not give delivery instructions when the goods are ready for dispatch; or delivery is delayed at your request, then you will be responsible for paying or reimbursing us any additional costs or charges which we incur as a result. Furthermore, we may at our option, withhold delivery of any further Goods or treat the Contract as repudiated by you. 3.4 You must notify us in writing if a delivery is not received within ten (10) Working Days from the date we informed you that it had been dispatched. 3.5 Unless we agree otherwise, you shall provide adequate labour and other facilities at the point of delivery to enable the Goods to be safely and properly unloaded. You shall indemnify us against any claims arising from such unloading except to the extent that any such claims relate to personal injury, death or damage to property which is caused by the negligence of our employees or agents. 3.6 Subject to the other provisions of these Conditions, we shall not be liable for any direct, indirect or consequential loss (all of which include, without limitation, loss of profits, loss of business, depletion of goodwill and like loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the Delivery Date or any other time given for delivery of the Goods (even if caused by our negligence). 4. PRICE AND PAYMENT 4.1 The Price of the Goods shall be as stated in the Order Form, exclusive of VAT and delivery/ shipping charges, which will be mentioned and calculated separately. 4.2 Prices given in a quotation/ price list may be increased by: 4.2.1 such amount as is reasonably necessary to reflect any increase in the cost of manufacturing the Goods; 4.2.2 fluctuations in tax, duty, exchange rates and the like, between the date of quotation and the date of dispatch and we shall give you notice of any such increase. 4.3 Full and complete payment for the Price of the Goods needs to be made upfront in advance, OR within twenty-eight (28) Working Days from the date of invoice, as mentioned in the applicable Order Form. 4.4 In case of any bespoke Goods, payment of an initial Deposit, typically ranging between twenty-five percent (25%) to fifty percent (50%) of the Price of the Goods, needs to be made at the time of placing your order. The exact amount of such Deposit will depend on the value of the Goods and may or may not be the same for two separate orders. Complete details and break-up of the amount due and payable in such cases shall be mentioned in the particular Order Form, which shall be deemed as final upon your acceptance of the Contract. 4.5 All payments shall be made in Pounds Sterling unless agreed otherwise in writing. 4.6 If you fail to make any payment when it is due, then the Price of all Goods shall immediately become due and payable and, without affecting any other remedy we may have, we may - 4.6.1 treat this Contract and every other contract which has not yet been fulfilled between us and you as cancelled; 4.6.2 suspend any further deliveries to you or collection by you; 4.6.3 appropriate any payment made by you as we may think fit; 4.6.4 charge you interest (both before and after any judgement) on all sums due and outstanding up to and including the combined total of the: Official Dealing Rate of the Bank of England as applicable from time to time; and the rate provided by the Late Payment of Commercial Debts (Interest) Act 1998 as applicable from time to time; and 4.6.5 be entitled to a general lien on the Goods and all your goods in our possession for the unpaid price of the Goods or any other goods sold to you. 4.7 It will not be possible for us to deliver the Goods or make the Goods available for collection by you unless and until we receive the complete payment of the Price of the Goods in full and in cleared funds. 4.8 You are not entitled to withhold payment of any amount which is due or to set off against any such amount any cross-claim (whether liquidated or unliquidated) for any sum or sums for which we do not admit liability. 5. OWNERSHIP AND RISK 5.1 Ownership of the Goods shall not pass to you until we have received all payment in full and in cleared funds. 5.2 Risk and responsibility for the Goods shall pass to you upon our delivery and your receipt of Goods at the address mentioned in the Order Form. 5.3 You must examine the Goods on receipt and if you believe there is loss or damage to the Goods during transit which may be our responsibility, you must notify us in writing within three (3) Working Days of receipt of our delivery note. If we do not receive such written notice within the required time scale then we will not be liable to you for any loss or damage to the Goods arising during transit. If Goods have been damaged during transit, then all packaging materials must be retained for examination by us, the carrier or their agents. 6. RETURN OF GOODS 6.1 Subject to clause 5.3, if you discover the Goods are damaged or otherwise non-compliant with the specifications mentioned in the Order Form, and notify to us to that effect within three (3) Working Days of delivery, we may accept a return of the Goods and refund you the Price of the Goods, minus the delivery/shipping charge as applicable. 6.2 We reserve the right to refuse a return request if you have, in any way, used the Goods, tampered or destroyed the packaging, or otherwise dealt with the Goods in such manner so as to put them in a condition worse than when they were delivered to you. 6.3 We do not offer any return and refund on Goods that are customised as per bespoke specifications. 6.4 The remedy provided in this clause is your only remedy for with regards to return and refund of unused Goods. For the avoidance of doubt, we shall not be liable to you for any storage costs, warehousing, labour or any other indirect or consequential cost that may have been borne by you as a result of such return. 7. WARRANTY AND LIMITATION OF LIABILITY 7.1 All warranties, conditions or other terms (whether express or implied) as to the fitness for purpose; use; satisfactory quality; description; compliance with sample; or condition, of the Goods, whether implied by statute, common law or otherwise (save for the conditions implied by section 12 of the Sale of Goods act 1974 (as amended) are, to the fullest extent permitted by law, excluded from the Contract. 7.2 Notwithstanding the above, any warranty given by us regarding the suitability of the Goods for a particular purpose shall only be valid and binding if given in writing and signed by one of our Authorised Representatives. 7.3 If you intend to use the Goods for any non-approved use, you agree to do so wholly at your own risk and must satisfy yourself as to the suitability of the Goods for that use. 7.4 Subject to Condition 7.1, 7.4.1 our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, whether such liability arises as a result of a breach or series of breaches, of a material term of the Contract or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to the Price. 7.4.2 We shall not be liable to you for any loss of profits; depletion of goodwill; use; or any indirect or consequential loss or damage, whatsoever and howsoever caused which arises out of or in connection with the Contract, including any loss you may incur as a result of your failure to comply with any of our technical; storage; safety; or any other applicable instructions and/or guidelines for the Goods. 7.5 Nothing in these Conditions excludes, limits or restricts our liability for fraudulent misrepresentation, death or personal injury caused by our negligence. 8. INDEMNITY You shall indemnify us against all actions, claims or demands for losses suffered or incurred by us including (without limitation) claims by third parties for fraud, in tort or otherwise arising directly or indirectly in connection with the use, functioning or state of the Goods except to the extent that the same are caused by our negligence or default. 9. INTELLECTUAL PROPERTY RIGHTS 9.1 We shall, at all times, retain all Intellectual Property rights in the Goods (including, without limitation, in the packaging, instructions manuals and other documentation supplied). 9.2 You acknowledge that: 9.2.1 nothing in these Conditions shall be construed as conferring any licence or granting any rights in favour of you (or anyone else) in relation to our Intellectual Property rights; 9.2.2 we shall assert our full rights to control the use of our trade marks within the United Kingdom and you shall assist us in preventing (so far as may be permitted by law) parallel importers from diluting our rights; 9.2.3 any reputation in any trade marks affixed or applied to the Goods shall accrue to our sole benefit. 9.3 You further agree: 9.3.1 not to remove any trade marks, copyright notices or other forms of identification from the Goods (save for any removal which is a necessary result of a manufacturing process), or apply any other trade mark to the Goods; 9.3.2 to promptly and fully notify us of any actual, threatened or suspected infringement of any Intellectual Property rights which comes to your attention; and 9.3.3 not to make any adaptations or additions to or variations of any of our intellectual Property. 9.4 In the event that you make any discoveries, creations, inventions or improvements in relation to our Intellectual Property, you must, when instructed, transfer all such rights to us and effect all assignments as we may request. 9.5 We will not be liable to you for any costs, claims, damages, expenses or losses incurred by you as a result of any claim that the Goods or the use of any Goods infringes any third-party Intellectual Property rights, in particular (but not limited to) where such costs, claims, damages, expenses or losses arise from any unauthorised modification, alteration or adaptation of the Goods by or for you. 10. FORCE MAJEURE We reserve the right to defer the Delivery Date or to cancel any Contract and shall not be liable for any failure to meet our obligations under these Conditions if it is caused by circumstances beyond our reasonable control, including, but not limited to, acts of God, governmental actions, war or national emergency, acts of terrorism, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, explosion, flood, storm, epidemic, lock-outs, strikes or other labour disputes, failure of a utility service or transport network, or restraints or delays affecting carriers or inability or delay in obtaining supplies or adequate or suitable materials, or other similar event. 11. MISCELLANEOUS 11.1 We reserve the right to vary these Conditions as necessary on giving you reasonable notice in writing. 11.2 We may assign, transfer, charge, sub-contract or deal in any other manner with the Contract, or any part of it to any person, firm or company without prior notice or consent. 11.3 No omission or delay by us in exercising a right under this Contract shall constitute or operate as a waiver by us of any right to exercise that right in the future or of any other rights under this Contract. 11.4 If any of the terms of this Contract are found by any court or administrative body of competent authority to be illegal, void, voidable, invalid, unreasonable or unenforceable by any reason of law they shall be illegal, void, voidable, invalid, unreasonable or unenforceable to that extent only and all other terms of the Contract shall remain legal, valid, reasonable and fully enforceable. 11.5 An entity which is not expressly a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract and the provisions of the Contracts (Rights of Third Parties) Act 1999 shall be expressly excluded from the Contract. 11.6 All Contracts under these Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales without regard to principles of conflict of laws, and all disputes as to the validity, execution, performance, interpretation or termination of these Terms and Conditions will be submitted to the exclusive jurisdiction of the competent courts of Brackley. These Terms and Conditions were last updated in September 2023.