General Terms and Conditions Tulip Tech
Definitions
In these general terms and conditions, the following terms shall have the meanings set forth below:
Applicability of the General Terms and Conditions
These general terms and conditions apply to all offers, quotations, and Agreements whereby the Seller offers or supplies Products to the Buyer (B2B).
These general terms and conditions also apply if third parties are engaged by the Seller for the performance of the Agreement.
Deviations from these general terms and conditions shall only be valid if expressly agreed in writing by both parties.
Any (general) purchase conditions or other conditions of the Buyer shall not apply unless expressly accepted in writing by the Seller.
If one or more provisions of these general terms and conditions become void or are annulled, the remaining provisions remain in full force. In such event, the parties shall consult to agree on a replacement provision reflecting, as closely as possible, the intention of the original provision.
Formation of the Agreement and Pricing
Unless otherwise stated, all offers made by the Seller are non-binding and remain valid for 30 days. An Agreement is concluded as soon as the Buyer has accepted the Seller’s offer (without reservation or modification) in writing or electronically within the specified validity period.
Interim price increases within three (3) months after the conclusion of the Agreement are only allowed if they result from statutory regulations or provisions.
Price increases that occur more than three (3) months after the conclusion of the Agreement are only permitted if the Seller has stipulated this in writing and/or if they result from changed (statutory) regulations or relevant cost factors.
All prices stated are exclusive of VAT and any other governmental levies, as well as any transport or insurance costs, unless explicitly agreed otherwise in writing.
Obvious typographical or calculation errors in offers, order confirmations, or invoices do not bind the Seller.
If, at the Buyer’s request, the Seller performs additional work or makes changes that increase the scope of work compared to what was originally agreed, this constitutes “more work” (additional services), which shall be quoted separately. The Seller is only obligated to carry out such additional work after the Buyer has accepted the quote for it in writing.
Modification and Adjustment of Prices
The prices set forth in the Agreement are based on the cost factors applicable at the time the Agreement is concluded, including but not limited to the prices of raw materials, components, transport costs, exchange rates, energy prices, and government levies.
If, after the conclusion of the Agreement but before its (complete) performance, one or more of these cost factors change, the Seller shall be entitled to adjust the agreed price accordingly.
The Seller shall inform the Buyer in writing or electronically as soon as possible about any intended price adjustment and the reasons for it.
The Buyer is not entitled to dissolve or suspend the Agreement due to a price adjustment as referred to in this article, unless expressly agreed otherwise in writing.
For the purposes of this article, “cost factors” also include the introduction or amendment of (inter)national laws and regulations, customs duties, import or export restrictions, unexpected exchange rate fluctuations, or other circumstances beyond the Seller’s reasonable control.
Delivery, Shipment, and Performance
Unless otherwise agreed in writing, delivery of the Products shall take place Ex Works (EXW), Incoterms 2020. From the moment of delivery (EXW), costs and risks are borne by the Buyer.
If the parties agree on a different Incoterm (e.g., DAP, DDP, etc.), this must be expressly stated in writing in the Agreement.
Any delivery times indicated are approximate and not strict deadlines. Exceeding these times does not entitle the Buyer to compensation or dissolution of the Agreement, unless explicitly agreed otherwise in writing.
The Seller shall make every effort to perform the Agreement to the best of its ability but shall not be liable for delays caused by force majeure (see Article 18) or acts of third parties (e.g., carriers, customs, suppliers).
If delivery or performance is delayed due to any act or omission of the Buyer (e.g., failure to provide required information, technical specifications, or approvals in a timely manner), the Seller is entitled to charge any related additional costs (storage, interest, etc.) to the Buyer.
Specific Provisions for (Custom) Lithium-ion Batteries
Design and Advice
Safety and Use
Environmental Legislation and Waste Processing
Installation and Maintenance
Limited Liability – Special Risks
Suspension and Termination
The Seller is entitled to terminate or suspend the Agreement with immediate effect, without judicial intervention, if the Buyer remains in default of payment of an outstanding invoice within fourteen (14) days following a written reminder.
The Seller may also suspend or terminate the Agreement if:
Upon termination or suspension, all claims of the Seller against the Buyer become immediately due and payable. The Seller is not obliged to pay any compensation, whereas the Buyer shall compensate the Seller for all costs incurred by the Seller.
Change of Address or Name
The Buyer shall inform the Seller in writing of any change of address or registered office at least ten (10) working days prior to such change.
If the Buyer is a legal entity, it shall also notify the Seller in writing of any relevant changes in company name or legal form.
Such changes only take effect after the Seller has confirmed receipt in writing.
Intellectual Property Rights
All intellectual property rights in or related to the (custom) developed designs, drawings, software, documentation, etc., rest with the Seller or its licensors.
Without the Seller’s express prior written consent, the Buyer is not permitted to reproduce, publish, or exploit any material covered by the Seller’s intellectual property rights, other than for internal use for the purpose of the Agreement.
The Seller may use any knowledge and expertise gained during the performance of the Agreement for other (commercial) purposes, provided that no confidential information of the Buyer is disclosed to third parties.
Retention of Title
All Products delivered by the Seller remain the property of the Seller until the Buyer has fulfilled all obligations under the Agreement(s), including payment of invoices, interest, and costs.
Products subject to retention of title may not be sold, pledged, or otherwise encumbered by the Buyer, unless otherwise agreed in writing.
In the event that third parties seize or attempt to assert rights over the Products subject to retention of title, the Buyer shall promptly inform the Seller.
The Buyer shall insure the Products subject to retention of title against damage and theft. In case of any insurance payout, the Seller shall be entitled to those proceeds.
Payment Terms
Payment shall be made within fourteen (14) days of the invoice date, unless otherwise agreed in writing.
If payment is not made within this term, the Buyer is in default by operation of law and shall owe default interest of 1% per month (or the higher applicable statutory commercial interest rate).
Any payments made by the Buyer shall first be applied to settle due interest and costs, and then to the oldest outstanding invoice, regardless of any instruction by the Buyer.
If there are multiple Buyers, each of them is jointly and severally liable for the full payment obligation.
No Refund of Down Payments: Any (down) payments made for custom Products are non-refundable unless agreed otherwise in writing.
Debt Collection Costs
If the Buyer fails to pay within the agreed payment term, the Seller is entitled—after a written reminder—to hand over the claim for debt collection.
Extrajudicial collection costs shall be 15% of the outstanding principal sum, with a minimum of € 75, without prejudice to the right to claim the actual costs if they exceed this amount.
Confidentiality
Both parties shall treat as confidential any information exchanged in the context of the Agreement which is or can reasonably be deemed confidential.
This obligation extends to employees and third parties engaged by either party and remains in force even after termination of the Agreement.
Privacy / GDPR
The Seller processes personal data as a data controller within the meaning of the EU General Data Protection Regulation (GDPR), insofar as necessary for (the performance of) the Agreement.
The Seller’s privacy statement, available on the Seller’s website, applies to such processing of personal data.
If the Seller acts as a “processor” and the Buyer as a “controller” in accordance with the GDPR, the Seller’s data processing agreement applies as part of these general terms.
Limitation or Exclusion of Liability
The Seller shall only be liable for direct damage that is the immediate and direct result of a serious attributable failure to perform the Agreement.
Such liability is capped at the amount invoiced by the Seller to the Buyer in the six (6) months prior to the event causing damage, with a maximum of € 25,000 (excluding VAT), unless the damage is caused by the Seller’s wilful misconduct or gross negligence.
If damage to persons or property occurs as a result of or in connection with the delivered Products, the Seller’s liability is limited to the amount payable under the Seller’s (business) liability insurance, plus the applicable deductible.
The Seller is not liable for any indirect, consequential, or special damages, including loss of profit, missed savings, business interruption, or immaterial damage.
The Seller is not liable for damage caused by third parties (e.g., carriers, installers) or for damage resulting from incorrect use, incorrect installation, or failure to comply with the (safety) instructions.
The Buyer shall indemnify and hold the Seller harmless against any third-party claims connected to the performance of the Agreement, unless caused by the Seller’s wilful misconduct or gross negligence.
All implied warranties, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, are hereby disclaimed to the fullest extent permitted by applicable law.
Warranties, Inspection, and Complaints
Unless otherwise agreed in writing, the warranty period for (custom) Products delivered by the Seller is twelve (12) month from delivery, or the (residual) warranty provided by the original manufacturer/supplier, whichever is applicable.
The Buyer shall inspect the delivered Products immediately upon receipt. Any visible defects must be reported to the Seller in writing within seven (7) days of receipt; non-visible defects within fourteen (14) days of discovery.
The warranty lapses in the event of improper or negligent use, installation, or maintenance by the Buyer or third parties, or if the Product is modified without the Seller’s written consent.
Complaints do not suspend the Buyer’s payment obligations.
If a complaint is valid, the Seller will, at its own discretion, repair, replace, or provide a reasonable compensation for the defective Product, without further liability.
After the expiry of the warranty period, all costs for repair or replacement (including transport and travel costs) shall be borne by the Buyer.
Custom Products and Export Control
The Agreement may involve specially designed or manufactured (custom) Products. The Buyer acknowledges that (foreign) certification and licensing requirements (including those in the United States) are at the Buyer’s expense and risk.
The Buyer must comply with all applicable export, customs, and sanctions laws. The Buyer shall indemnify the Seller against any claims or costs arising from non-compliance with such laws.
Limitation Period
Any claims and defences shall expire one (1) year after the date on which they arose, unless mandatory law provides otherwise.
The provision in Article 17.1 does not apply to claims based on non-conformity that are filed with the competent court within two (2) years after the Buyer notified the Seller of such non-conformity.
Force Majeure
The Seller is not obliged to fulfil any contractual obligation if it is prevented from doing so by force majeure, meaning any circumstance beyond its control—whether foreseen or not—including but not limited to natural disasters, war, terrorism, strikes, supplier failures, epidemics/pandemics, transport disruptions.
In the event of force majeure, the Seller may suspend its obligations under the Agreement for the duration of the force majeure. If the force majeure lasts longer than two (2) months, either party is entitled to dissolve the Agreement without liability to compensate the other party.
If the Seller has partially fulfilled its obligations before the commencement of the force majeure, the Seller is entitled to invoice for the completed part as if it were a separate agreement.
Dispute Resolution and Governing Law
All Agreements and legal acts between the Buyer and the Seller are governed exclusively by Dutch law.
The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
The parties shall endeavour to resolve any dispute first amicably or via mediation before referring the matter to the courts. If no mutual solution can be reached, any dispute shall be submitted to the competent court in the district where the Seller is established, unless mandatory law dictates otherwise.
Place of Filing and Amendments
These general terms and conditions have been filed with the Dutch Chamber of Commerce (Kamer van Koophandel).
The most recently deposited version of these terms and conditions or the version in force at the time the Agreement was concluded shall apply.
The Seller has the right to amend these general terms and conditions and declare the amended conditions applicable to existing Agreements. In that case, the Seller will inform the Buyer in writing (or electronically) of any changes; the amended terms will take effect 31 days after such notice, unless a later date is specified.
If the Buyer does not accept the changes, the Buyer is entitled to terminate the Agreement as of the date on which the amended terms take effect. Such termination must be in writing and must reach the Seller within two (2) weeks after the Seller’s notification of the change.
