General terms & conditions of sales
Last edited: 14/09/2026
In these General Terms (as defined below), the terms listed below have the following meaning:
(a) Agreement: the agreement between Tulip Tech Group B.V. or, if applicable, any other Tulip Tech group entity identified as the contracting party in the applicable Order Form, and Customer for Sale of Goods consisting of the (signed) Order Form(s), these General Terms and all Annexes attached to aforementioned documents, and any amendment or addition to these documents.
(b) Annex(es): any and all annexes attached to (any part of) the Agreement, as agreed between Tulip Tech and Customer.
(c) Battery Pack(s): any Battery Pack or battery system, including integrated Battery Management Systems (BMS), embedded software and firmware, battery cells and related components, designed, developed, manufactured or customized by Tulip Tech, as further specified in the Order Form.
(d) Business Day(s): refers to the calendar days on which work will be carried out, meaning from Monday to Friday during Office Hours.
(e) Contract Term: (a) where the Order Form designates the Agreement as a continuing performance agreement: the Initial Contract Term and any subsequent Renewal Terms; or (b) in all other cases: the period commencing on the Effective Date and ending upon completion of all obligations under the Order Form, including expiry of the applicable Warranty Period.
(f) Customer: the business party that enters into or intends to enter into an Agreement with Tulip Tech for Sale of Goods, at all times excluding consumers.
(g) Effective Date: refers to the date on which an individual Order Form is signed, as indicated in the specific Order Form. This is the date from which all contractual rights and obligations set out in the Agreement are in force, or extended under the relevant Order Form, unless stated otherwise in the Order Form.
(h) Fees: the fees and prices of Tulip Tech as specified in (any Annex to) the Order Form, including any updates thereof, for the Sale of Goods.
(i) General Terms: these Tulip Tech Group B.V. General Terms and Conditions applicable to the Agreement.
(j) Goods: collectively, Battery Packs, individual battery cells, and any other goods, components or products now or in the future designed, manufactured, sold or otherwise supplied by Tulip Tech under or in connection with the Agreement.
(k) Human Rights: the rights and principles set forth in applicable international human rights instruments, including but not limited to the European Convention on Human Rights (ECHR), the OECD Guidelines for Multinational Enterprises on Responsible Business Conduct, and the United Nations Guiding Principles on Business and Human Rights.
(l) Human Rights Compliance: Customer’s obligation to adhere to all applicable Human Rights standards in connection with the purchase, integration, deployment, operation, maintenance and use of the Goods under or in connection with the Agreement, as further set out in Clause 21.
(m) Initial Contract Term: in case of a continuing performance agreement, the agreed upon first term of the Agreement as set out in the Order Form, commencing from the Effective Date as specified in the Order Form.
(n) Intellectual Property Rights: all intellectual and industrial property rights, including but not limited to patents, copyrights, database rights, designs, semiconductor rights, trademarks, trade names, domain name rights, Know-How and all other similar proprietary rights which exist in any part of the world together with (a) all applications and rights to apply therefore; and (b) all renewals, extensions and revivals thereof.
(o) Know-How: any know-how and trade secrets, including but not limited to the know-how and information related to the Goods, production processes, applications, drafts, designs, drawings, inventions, models, techniques, works, procedures, results, creations, presentations, computer programs, data collections and other knowledge of or related to Tulip Tech.
(p) Object: Customer’s (user’s) drone or object where the Goods are included, with each individual stand-alone object counting as a separate Object.
(q) Order Form: the signed document or quote that outlines the Customer specific arrangements between Tulip Tech and the Customer, detailing the Contract Term and its renewal (if applicable), and delivery details. Additionally, the Order Form specifies certain Fees associated with the Sale of Goods, as well as payment details and incoterms.
(r) Party or Parties: either Tulip Tech or the Customer, or Tulip Tech and the Customer jointly.
(s) Renewal Term: each consecutive one-year period following the expiration of the Initial Contract Term or the relevant Renewal Term, during which the Agreement is automatically extended, unless either Party provides a written notice of termination at least three (3) months prior to the end of the Initial Contract Term or any current Renewal Term.
(t) Sale, Sell, Sold or Purchases and variations thereof: the sale of Goods to Customer by Tulip Tech under the terms of this Agreement, resulting in the transfer of title in such Goods to the Customer upon full payment and delivery as set out in the Agreement.
(u) Specifications: the specifications set out in the relevant Order Form and/or Annex 1 (Specifications) of the Order Form.
(v) Tulip Tech: Tulip Tech Group B.V., a private company with limited liability, having its registered office at Ruiterskampweg 2 D, 5222BB ‘s-Hertogenbosch, the Netherlands (Dutch Chamber of Commerce number 81782047), or if applicable, the Tulip Tech group entity identified as the contracting party in the applicable Order Form,
(w) User Manual: the user manual and/or technical instructions for the Good(s) as provided by Tulip Tech at or prior to delivery, as may be updated from time to time by Tulip Tech, which forms an integral part of the Agreement.
Other definitions – recognisable by use of a capital letter at the beginning – may also be explained in the text below, any Order Form or any other applicable part of the Agreement.
2.1 The General Terms apply to the Sale of Goods by Tulip Tech, and these General Terms govern (i) all Order Forms or other (additional) agreements concluded between Tulip Tech and the Customer and (ii) the Annexes.
2.2 In the event of any inconsistency between the General Terms and/or the documents forming part of the Agreement, the order of precedence shall be: (i) the Order Form, (ii) Annex 1 (Specifications) of the Order Form, (iii) the General Terms, and (iv) other Annexes. This order shall govern the resolution of any conflict within the Agreement.
2.3 Notwithstanding the order of precedence set forth above under 2.2, any deviation from the content and topics of these General Terms may only occur if it is expressly stipulated in the Order Form, with reference to the provision of the General Terms from which the deviation is made.
2.4 Unless explicitly agreed upon in writing by both Parties, Tulip Tech offers the Sale of Goods exclusively under these General Terms. Tulip Tech expressly rejects any general terms and conditions imposed by the Customer or other parties. The applicability of any general terms and conditions of the Customer or other parties is hereby excluded, regardless of whether they are referred to in any order, confirmation, or other document of the Customer or other parties. Acceptance by Tulip Tech of any order placed by the Customer shall not constitute acceptance of the Customer’s terms and conditions.
3.1 The Customer desires to use Goods of Tulip Tech for its business.
3.2 All communication related to Goods is done by the Customer through its contact person and contact details listed in the Order Form.
3.3 The Customer shall provide all assistance and information reasonably requested by Tulip Tech to deliver and furthermore perform the Sale of Goods. In the event the provision of assistance and/or information by Customer is delayed, Tulip Tech may delay or suspend its performance of the Sale of Goods.
3.4 Tulip Tech will only deliver and furthermore perform the Sale of the Goods after the following cumulative conditions have been met: (i) the Agreement has been entered into; (ii) Tulip Tech has all information, details and confirmations to be provided by the Customer in its possession; and (iii) Tulip Tech has received payment of the Fees due under the Agreement, unless otherwise expressly agreed in the relevant Order Form. All Fees due under an Order Form shall become immediately due and payable in full upon the earlier of: (i) signature of the Order Form by both Parties; or (ii) approval of the Order Form as set out in Clause 4.1, unless otherwise expressly agreed in the relevant Order Form. Tulip Tech shall issue an invoice promptly upon approval of the Order Form.
3.5 Unless otherwise agreed in the Order Form, all deliveries of Goods by Tulip Tech under the Agreement shall be made in accordance with the Ex Works (EXW) Incoterms 2020. Under these terms, Tulip Tech is responsible for making the Goods available for pickup at its premises or another location agreed in the Order Form.
3.6 Information on shipping, delivery periods or delivery dates are only approximate and not binding, unless they are expressly designated as binding by Tulip Tech in writing. If the delivery has not taken place within four (4) weeks after an originally indicated approximate delivery date, the Customer can request Tulip Tech in writing to arrange for delivery within a reasonable time period. After such reasonable period Tulip Tech will be in delay in delivery, unless the delay is not attributable to Tulip Tech.
3.7 If Tulip Tech fails to deliver Goods by a delivery date expressly designated as binding in the Order Form (a “Binding Delivery Date”), and such delay is not attributable to (i) any act or omission of the Customer, (ii) a force majeure event under Clause 11, or (iii) a suspension right exercised by Tulip Tech under this Agreement, the following shall apply:
(a) The Customer shall grant Tulip Tech a written grace period of no less than two (2) weeks from the Binding Delivery Date (the “Grace Period”). No delay damages shall accrue during the Grace Period.
(b) If delivery has not been effected upon expiry of the Grace Period, the Customer shall be entitled to delay damages equal to 0.5% of the Fees attributable to the delayed Goods for each complete week of delay beyond the Grace Period (the “Delay Damages”), up to a maximum of 5% of the Fees attributable to the delayed Goods under the relevant Order Form (the “Delay Damages Cap”).
(c) Delay Damages represent a genuine pre-estimate of the Customer’s loss and constitute the Customer’s sole and exclusive remedy for delayed delivery. Delay Damages are without prejudice to the Customer’s right to terminate in accordance with Clause 13.4 if the delay exceeds twelve (12) weeks beyond the Binding Delivery Date.
(d) Exceeding the Grace Period does not entitle the Customer to suspend any payment or other obligation under the Agreement.
3.8 Once Tulip Tech notifies the Customer that the Goods are ready for collection, the Customer shall collect the Goods within five (5) Business Days of such notification (the “Collection Period”), unless otherwise agreed in the Order Form. Tulip Tech shall communicate the expected collection date in a timely manner and shall equally notify the Customer without delay if any delay in the collection date is anticipated. If the Customer fails to collect the Goods within the Collection Period, Tulip Tech is entitled to transfer the Goods to third-party external storage at the Customer’s expense. In addition, Tulip Tech shall be entitled to: (i) invoice the full Fees (if not yet fully paid) as if delivery had been completed; (ii) transfer the Goods to third-party storage at the Customer’s risk and expense, including transportation, handling, and insurance costs; and (iii) charge a storage fee as notified to the Customer.
4.1 All Order Form(s) proposed by Tulip Tech and approved by the Customer are part of the Agreement and are valid for the period stated therein by Tulip Tech. Approval of Order Form(s) is expressed by signing by the Customer and/or actually executing the obligations arising from the Order Form by Parties. If the Parties in any other way give effect to the Agreement, the Order Form is also deemed to be approved. If Tulip Tech has not included an acceptance period for an offer by Tulip Tech, such offer expires after 30 calendar days. Tulip Tech may revoke all its offers at any time, also if such offer includes an acceptance period. The duration of the Contract Term is specified in the Order Form.
4.2 The documents that are part of the Order Form, such as but not limited to: project proposals, drawings, additional technical specifications, overviews of expected pricing and costs, pricelists, brochures, catalogues and leaflets, are as accurate as reasonably possible. They are made available to the Customer for information purposes only and cannot bind Tulip Tech in any manner whatsoever unless otherwise agreed. Tulip Tech is entitled to adjust the contents of these documents at any time. The documents are subject to Tulip Tech’s Intellectual Property Rights.
4.3 If the Customer requests Tulip Tech to amend an approved Order Form, Tulip Tech and the Customer shall discuss such request in good faith, after which Parties may amend the relevant Order Form in writing. Such amended Order Form shall replace the original Order Form once approved by Tulip Tech in writing.
5.1 Tulip Tech will Sell to the Customer the Good(s) specified in the Order Form and/or Annex 1 (Specifications) of the Order Form, at a date to be specified in the Order Form. The Battery Packs Sold by Tulip Tech are energy storage systems designed to operate within the technical specifications set out in Annex 1, including but not limited to maximum charge/discharge current (C-rating), voltage range, and operating temperature window. Unless otherwise expressly agreed in writing, the Customer acknowledges that the Specifications are designed to comply with applicable EU laws, regulations and standards. Tulip Tech does not represent or warrant that the Goods or the Specifications comply with the laws, regulations, standards or environmental requirements applicable in any jurisdiction outside the European Union.
5.2 The title to and ownership of the Goods shall transfer to the Customer only upon full payment of the Fees as specified in the Order Form and delivery as set out in the Agreement. Until fulfilment of such payment and delivery, ownership remains with Tulip Tech.
5.3 After termination of the Agreement, no return obligation of the Goods shall apply upon termination, except as required by applicable mandatory law or as specified in the Agreement (such as in case of warranty rights).
5.4 Upon transfer of title, Customer shall be solely responsible for ongoing maintenance, operation, and usage of the Goods, unless otherwise agreed by Parties in the Agreement.
5.5 Following expiration of the Warranty, or where a Warranty claim is excluded under these General Terms, Tulip Tech may, but shall not be obliged to, offer repair, refurbishment, replacement or other after-sales services. Any such services shall be provided under a separate service agreement and at Tulip Tech’s then-applicable rates. Such post-warranty services do not extend, renew, or reinstate the Warranty in respect of the Goods, unless expressly agreed otherwise in writing.
5.6 Tulip Tech shall have no obligation to accept the return of Sold Goods for any reason, except as required by applicable mandatory law or as specified in the Agreement (such as in case of warranty rights). Any resale or transfer of Goods by the Customer after title transfer to the Customer, shall be without recourse to Tulip Tech.
6.1 Tulip Tech warrants that any Battery Packs Sold to the Customer under this Agreement will, at the time of delivery, materially conform to the specifications agreed in the relevant Order Form and/or Annex 1 (Specifications) of the Order Form and will be free from material defects in workmanship and materials (“Warranty”) for a period of twelve (12) months from the date of delivery (“Warranty Period”), Unless otherwise agreed in the Order Form. The Warranty Period will commence upon delivery to the Customer.
6.2 This Warranty shall not apply to the extent that a defect or damage is attributable to any of the following (a) normal wear and tear or ordinary degradation of the battery capacity (see clause 14 below), abuse, misuse, improper storage, handling, installation or maintenance, unauthorized and improper modifications, or use contrary to the Agreement or other documentation or instructions provided by Tulip Tech, or (b) damage resulting from acts outside Tulip Tech’s reasonable control, including but not limited to power surges, fire, or use with non-approved equipment, (c) repair, modification, alteration, or tampering performed by any party other than Tulip Tech or a Tulip Tech-authorised service provider, or the installation of non-approved replacement parts.
6.3 The prerequisite for the Customer’s claims for defects is that the Customer inspects the Battery Pack(s) upon delivery and effects proper notification of the defect(s) to Tulip Tech. Notifications of defects shall be made to Tulip Tech in writing and state the nature of the defect, the invoice number related to the delivery of the relevant Battery Pack(s) and providing all available evidence thereof. Obvious defects shall be notified to Tulip Tech without undue delay, but at the latest within ten (10) calendar days after delivery of the Battery Pack(s). Obvious defects are externally visible defects such as obvious deviations in identity, quality or quantity. Hidden defects shall be notified to Tulip Tech without undue delay, but at the latest within ten (10) calendar days after their discovery.
6.4 Upon verification by Tulip Tech that the defect is covered by the Warranty, Tulip Tech will then, at its sole discretion and as the Customer’s sole and exclusive remedy, either: (i) repair the defective Battery Pack(s) or any defective part therein; (ii) replace the defective Battery Pack(s) with equivalent Battery Pack(s), which may be new or refurbished; or (iii) if, despite reasonable efforts, Tulip Tech is unable to remedy the defect, credit or refund the Sale Fee actually paid for the non-conforming Battery Pack(s) upon return to Tulip Tech. For the avoidance of doubt: no remedy under this Clause 6 shall be provided unless and until the Customer has returned the allegedly defective Battery Pack(s) to Tulip Tech (or a facility designated by Tulip Tech) at the Customer’s cost and risk, and Tulip Tech has verified that the defect is covered by the Warranty. Failing such return within a reasonable period requested by Tulip Tech, the claim shall be deemed unsubstantiated, and Tulip Tech shall have no obligation to provide any remedy under this Warranty.
6.5 The Customer shall not dispose of defective Battery Pack(s) without Tulip Tech’s prior approval in writing and shall send (allegedly) defective Battery Pack(s) to Tulip Tech for examination of possible defects, including, for example, for the assessment of Warranty coverage. The Customer shall further cooperate with Tulip Tech’s reasonable instructions regarding diagnostic and return procedures. Return of Battery Pack(s) can only be executed after Tulip Tech’s prior written approval, following prior written notification to and deliberation with Tulip Tech, and if the Battery Packs are returned in appropriate packaging. If the Customer wrongly asserts claims for defects (in particular, if the Battery Pack(s) are actually not defective, or if existing defects do not give rise to claims), Tulip Tech may charge the Customer the reasonable costs incurred in this regard. Where Tulip Tech has confirmed in writing that a defect is covered by the Warranty, Tulip Tech shall reimburse the Customer for the reasonable and documented return shipping costs incurred in sending the defective Battery Pack(s) to Tulip Tech.
6.6 The remedies set forth in this Clause shall be the Customer’s sole and exclusive remedy for breach of this Warranty.
6.7 No other warranties. Except as otherwise provided herein, Tulip Tech makes no representations or warranties of any kind, either express or implied, with respect to the Sold Battery Pack(s), including, without limitation, any implied warranties of merchantability, fitness for a particular purpose and Tulip Tech disclaims any such warranties.
6.8 Further claims for defects of any kind whatsoever are excluded, without prejudice to any limited claims for damages subject to Clause 15.
7.1 Tulip Tech shall provide the Customer, at the time of delivery or prior thereto, with a User Manual. The then-current version of the User Manual shall be made available by Tulip Tech. The Customer shall always comply with the (installation) requirements set out by Tulip Tech in the User Manual.
The Customer shall acknowledge that:
(a) correct and safe operation of the Battery Pack(s) requires strict compliance with the User Manual, including but not limited to instructions regarding charging, discharging, storage, transport, installation, integration, maintenance, and maximum operating parameters;
(b) the Customer shall ensure that any user of the Battery Pack(s) is made aware of the User Manual and shall comply with it. The Customer remains fully responsible for adequate dissemination of the User Manual along its own distribution chain;
(c) Tulip Tech expressly excludes all liability for any kind of damage, such as injury, malfunction, or performance degradation, arising from the Customer’s or Customer’s users non-compliance with the User Manual or from use of the Battery Pack(s) in a manner not described or not explicitly permitted in the User Manual;
7.2 Tulip Tech reserves the right to update the User Manual from time to time. Tulip Tech shall notify the Customer in writing of any material updates. The Customer shall ensure compliance with the updated User Manual from the date of notification. For Battery Packs already delivered to Customer, and/or distributed by Customer, the Customer shall assess whether updates are relevant and act accordingly.
7.3 Where the Customer resells, distributes, or otherwise makes the Battery Packs available to third parties if allowed by Tulip Tech in writing in accordance with Clause 21, the Customer shall ensure that, where applicable, each individual Battery Pack is accompanied by the User Manual. If an original multi-unit shipment is broken up for individual resale, the Customer shall ensure that, where applicable, a complete User Manual accompanies each individually sold unit, in accordance with applicable EU product legislation.
8.1 Tulip Tech is entitled to engage subcontractors, such as third-party suppliers, in the performance of the Agreement, including but not limited to: regarding the manufacturing, assembly or testing of Goods or components thereof. Tulip Tech remains responsible towards the Customer for the performance of such subcontractors as if it performed the relevant obligations itself. Tulip Tech shall ensure that any subcontractors engaged in the performance of the Agreement comply with relevant and applicable obligations as set out in the Agreement.
9.1 The Battery Packs supplied by Tulip Tech are energy storage systems designed to operate within the technical specifications set forth in the Specifications. Tulip Tech does not warrant, guarantee, or accept any liability for the performance, functionality, or operation of the Object into which the Battery Packs, or other Goods are integrated. The Customer shall be responsible for the Object(s) in their entirety, including their functional capability, functionality and performance features as well as other functionalities of the Object(s).
9.2 If an Object draws currents, loads, or power levels that exceed the limits specified in the Specifications, Tulip Tech shall not be held liable for any resulting performance loss, damage to the Object, reduced Battery Pack lifespan, or any consequential damages.
9.3 The Customer acknowledges that in practice it is not, or only to a very limited extent, possible for Tulip Tech to verify whether an (end) user has structurally drawn higher currents or loads than permitted under the Specifications. Tulip Tech shall therefore not be held responsible for damage, degradation, or reduced lifespan resulting from overloading, improper use, or use outside the specified parameters.
9.4 Performance claims, including but not limited to alleged increases in flight time, range, or operational efficiency, are dependent on multiple external factors. Such factors include, without limitation, the design of the Object, software settings, aerodynamics, payload, weather conditions, and flight profile. Tulip Tech does not guarantee that any specific percentage improvement in performance will be achieved in any individual Object.
9.5 Tulip Tech is not liable for any incompatibility between the Goods and any third-party Battery Packs, software, firmware, or components not expressly approved by Tulip Tech in writing. The Customer is solely responsible for ensuring compatibility of the Goods with the Object and any third-party components.
9.6 With respect to the integration of the Good(s) in the Object(s) the Customer shall:
(a) be responsible for the proper installation and operation in accordance with the User Manual and/or any related documentation or instructions provided by Tulip Tech;
(b) without undue delay upon becoming aware inform Tulip Tech if any of the Specifications, the User Manual and/or any related documentation or instructions provided by Tulip Tech are incorrect, imprecise or incomplete;
(c) be responsible for all interfaces and interactions between the Good(s) and the Object(s) (such as the influence of the Good(s) on the Object(s) and the functional and safe interaction between the Good(s) and the Object(s) or their parts), unless such interfaces and interactions are explicitly included in the Specifications, User Manual and/or any other related documentation provided by Tulip Tech;
(d) ensure that all its employees and/or auxiliary persons that Customer deploys in the performance of the Agreement (its subcontractors, other representatives and/or its affiliates) are adequately qualified, trained and instructed to properly handle and use the Good(s).
(e) provide Tulip Tech with any relevant information and materials as Tulip Tech may reasonably require in relation to the integration of the Good(s) in the Object(s) and their interfaces and interactions.
9.7 The Customer acknowledges and agrees that it is solely responsible for obtaining and maintaining all regulatory approvals, certifications, and declarations of conformity required for the Object into which the Goods are integrated, including but not limited to:
(a) CE conformity marking and the applicable conformity assessment procedures under relevant EU harmonisation legislation for the Object as a whole;
(b) compliance with applicable dangerous goods transport regulations to the extent these apply to the transport of the Object with the Goods installed or integrated therein;
(c) any other applicable product safety, environmental, or market access requirements for the Object in the relevant jurisdiction(s).
9.8 For the avoidance of doubt, Tulip Tech’s compliance obligations under applicable laws and regulations relate solely to the Goods as delivered by Tulip Tech in accordance with the Specifications. Tulip Tech shall not be responsible for any non-compliance, certification failure, or regulatory liability arising from the integration of the Goods into the Object or the use of the Object by the Customer or any third party.
9.9 The Customer shall indemnify and hold harmless Tulip Tech from and against any claims, damages, costs, or penalties arising from the Customer’s failure to obtain or maintain the regulatory approvals, certifications, or declarations of conformity referred to in this Clause.
10.1 The Customer shall promptly notify Tulip Tech in writing upon becoming aware of any circumstances which might constitute a violation of statutory requirements, or any actual or potential safety or material quality concerns relating to the Goods (beyond the intended use and normal wear and tear, and which may also relate to the Objects (including any interface or interaction between the Goods and the Objects). Also, the Customer shall promptly inform Tulip Tech of any change of law, instruction, request or other notice from governmental authorities as soon as the Customer receives such instruction, request etc.
10.2 In the event of any of such notification stated in Clause 10.1, or where Tulip Tech becomes aware of an issue affecting the quality or safety of the Goods or violation of statutory requirements:
(a) the Customer shall secure potential evidence and shall, upon request, provide Tulip Tech with copies of evidentiary materials, complaint communications and other relevant materials and information in relation to the potential issue;
(b) Tulip Tech shall decide on any required actions including the need for corrective measures (including product recall) and/or notification to any relevant authorities;
(c) the Customer shall inform and consult with Tulip Tech before implementing any safety or corrective measures;
(d) Tulip Tech may withhold deliveries of Goods, if and to the extent that the use of Goods by the Customer would expose Tulip Tech to risks;
(e) the Customer may be required to return the Goods which are already delivered by Tulip Tech, all at Tulip Tech’s first request; and
(f) where an issue referred to in Clause 10.1 is attributable to use of the Goods by the Customer that does not conform to the User Manual or any other instructions or specifications provided by Tulip Tech, Tulip Tech shall not be obliged to take any corrective measures at its own cost, and any costs related to corrective measures, recalls or notifications shall be borne solely by the Customer.
10.3 The Customer must provide its cooperation and assistance and take all the measures that Tulip Tech considers necessary, must comply with all the instructions given by Tulip Tech regarding any corrective measure and/or notification (as required).
11.1 In these General Terms force majeure means, external causes and their consequences, either foreseen or unforeseen, that are beyond Tulip Tech’s control and as a result of which Tulip Tech is (i) unable to perform the Agreement, or (ii) such performance is onerous, and/or (iii) such performance is unreasonably costly for Tulip Tech to such an extent that Tulip Tech cannot reasonably be required to perform the Agreement. Force majeure in any event includes strikes, extreme weather conditions, global supply chain disruptions, pandemics, interruptions in the supply of power, unavailability or decommission of any network of a third party network provider, Tulip Tech not being provided or not being provided in a timely or proper manner with a performance that is relevant to the performance to be provided by Tulip Tech itself, and export restrictions and international sanctions that may prevent Tulip Tech from providing Sold Goods. Tulip Tech also has the right to invoke force majeure if the circumstance that prevents performance or further performance of the Agreement occurs at a moment on which Tulip Tech should have performed the relevant part of the Agreement.
11.2 During the force majeure, Tulip Tech has the right to suspend its performance of the Agreement. If force majeure continues for more than three (3) months, each of the Parties are entitled to terminate the Agreement without being liable for any claims or damages towards the other Party.
11.3 Tulip Tech has the right to claim payment in respect of any performance of the Agreement already provided by or on behalf of Tulip Tech to the Customer before the force majeure event occurred or any such performance during the force majeure.
12.1 The Customer shall pay the Fees due to Tulip Tech as specified in the Order Form. The Fees are in EURO, unless another currency is specified in the applicable Order Form and exclusive of VAT, import duties, freight charges, shipping and other government or applicable charges, unless specified otherwise in the invoice or Order Form. Tulip Tech may pass on those charges separately. Fee(s) shall constitute the purchase price(s) for Sold Goods as specified and as due according to the Order Form.
12.2 When Tulip Tech provides quotations or invoices in currencies other than EUR (including but not limited to USD), such quotations and invoices are converted from Tulip Tech’s base EUR pricing using the relevant exchange rate at the time of quotation or invoice. The exchange rate used for conversion will be indicated in the Order Form. For any quotation and invoice provided in a currency other than EUR, the Customer acknowledges and agrees that: (i) Fees are subject to exchange rate fluctuations between the quotation date or invoice date on the one hand, and the payment due date on the other hand, (ii) the actual amount payable may vary from the originally quoted or invoiced amount due to currency exchange rate movements, and (iii) Tulip Tech reserves the right to adjust quoted and invoiced amounts to reflect the EUR equivalent at the time of invoicing or payment, using the then-current exchange rate.
12.3 All invoices issued by Tulip Tech shall be payable within fourteen (14) calendar days from the date of the invoice.
12.4 If the Customer has any complaints regarding any invoice received, it must inform Tulip Tech of those complaints in writing within fourteen (14) days after the invoice’s date, failing which the invoice is deemed to be correct.
12.5 If the Customer should fail to pay the sums due or does not pay these on time, the Customer is in default and the statutory interest for commercial agreements is payable by the Customer on any outstanding sum, without a reminder or notice of default being required. The interest on the amount due is charged from the moment the Customer is in default until the moment of payment of the entire amount due.
12.6 All reasonable costs incurred by Tulip Tech in enforcing its rights under the Agreement are payable by the Customer.
12.7 The relevant documents and data in Tulip Tech’s accounting records or systems serve as full evidence of the performances provided by Tulip Tech and the amounts payable by the Customer for those performances, without prejudice to the Customer’s right to provide evidence to the contrary.
12.8 If Tulip Tech has performed activities or has delivered services at Customer’s request or after Customer’s prior written consent, Tulip Tech may charge the Customer for these activities and services on the basis of agreed rates or, if no rates have been agreed on by the Parties, on the basis of Tulip Tech’s applicable rates.
13.1 The duration of the Contract Term is as specified in the Order Form. Where the Agreement under the applicable Order Form qualifies as a continuing performance agreement, and unless otherwise stipulated in the Order Form, upon the expiration of the Initial Contract Term, the Agreement under the applicable Order Form shall be tacitly extended for successive Renewal Terms. Either Party may terminate the Order Form by giving written notice at least three (3) months prior to the expiration of the then-current Initial Contract Term or Renewal Term of the Order Form.
13.2 After the end of the Initial Contract Term, Tulip Tech may unilaterally adjust the applicable Fees, upon written notice to the Customer and with due observance of a notice period of three (3) months. In case of a price adjustment, the Customer is entitled to terminate the Agreement by serving notice of termination in writing within thirty (30) calendar days following the notification of the adjustment and effective as from the date on which the new prices and/or rates would take effect.
13.3 Without prejudice to Tulip Tech’s rights to terminate the Agreement under applicable law, Tulip Tech has the right to terminate the Agreement with immediate effect, without being liable for damages and without prejudice to any of its other rights, if:
(a) the Customer is declared bankrupt or is granted a suspension of payment;
(b) a petition for bankruptcy or a petition for a suspension of payment is filed against the Customer;
(c) the Customer offers its creditors a composition;
(d) the Customer ceases or is about to cease its business;
(e) any circumstances that have come to Tulip Tech’s attention after conclusion of the Agreement that provide valid reason to fear that the Customer will fail to perform its obligations under the Agreement or under applicable law correctly and/or in time, and/or if in Tulip Tech’s opinion collection of current or future claims cannot be guaranteed;
(f) the Customer fails to perform any of its obligations under the Agreement or under applicable law, or to do so in full or in time, after having been given thirty (30) days to cure any such default by Tulip Tech; or
(g) circumstances occur of such a nature that performance of the Agreement is impossible, or Tulip Tech cannot reasonably be required to continue the Agreement on the conditions originally agreed upon.
13.4 Customer is not entitled to prematurely terminate this Agreement or any Order Form that ends by completion before it has been completed, unless one of the following circumstances applies:
(a) Tulip Tech is in default and has not remedied this after receipt of a written notice of default, granting Tulip Tech a reasonable period to remedy the breach (also see Clause 15.6);
(b) Tulip Tech is declared bankrupt or is granted suspension of payment;
(c) Tulip Tech ceases its business; or
(d) Pursuant to Clause 11.2, 13.1 or 13.2.
13.5 Upon termination of the Agreement, no return is required except as required by applicable mandatory law or as specified in the Agreement (such as in case of warranty rights). Termination of the Agreement does not require Tulip Tech to repay any Fees to the Customer, unless otherwise agreed in the Order Form.
13.6 If after conclusion of the Agreement circumstances come to Tulip Tech’s attention providing Tulip Tech valid reason to fear that the Customer will fail to perform one of its obligations under the Agreement or to do so correctly and/or in time, Tulip Tech has the right to suspend performance of its obligations under the Agreement until payment has been made in full and/or security has been provided for all of Customer’s (payment) obligations.
14.1 The Customer acknowledges and accepts that capacity loss over time is an inherent characteristic of lithium-ion battery technology and therefore of the Battery Pack(s) made available by Tulip Tech. The gradual reduction of usable capacity (expressed in ampere-hours or watt-hours) is a normal and expected aspect of Battery Pack performance and does not constitute a defect or non-conformity.
14.2 Unless expressly stated otherwise in the Order Form and/or Annex I (Specifications) of the Order Form, Tulip Tech does not warrant or guarantee the retention of original capacity after any number of charge-discharge cycles. Any capacity retention specifications, if provided, are estimates based on typical usage conditions and do not constitute a binding guarantee.
14.3 The warranty set forth in these General Terms does not cover capacity loss that falls within normal degradation parameters for lithium-ion batteries, including but not limited to:
(a) gradual capacity reduction resulting from normal use and cycling;
(b) capacity loss accelerated by storage conditions, including but not limited to storage at high temperatures, high or low state of charge, or extended storage periods;
(c) capacity loss resulting from use outside the specified operating parameters, including but not limited to overcharging, deep discharging, or operation at extreme temperatures; or
(d) capacity loss resulting from overloading above the specified C-rating.
14.4 If specific capacity retention guarantees are agreed upon in the Order Form or Specifications, such guarantees shall be subject to the conditions and limitations expressly stated therein, including any requirements regarding usage patterns, storage conditions, and maintenance procedures.
15.1 Tulip Tech is not liable for any damages (such as loss) resulting from Customer’s incorrect or unfit use of the Goods, nor for any damages incurred because Tulip Tech based its actions or omissions on incorrect information provided by the Customer.
15.2 Without limiting the generality of Clause 15.113.1, Tulip Tech expressly excludes liability for:
(a) the performance, safety, or functionality of any Object into which the Goods are integrated;
(b) any kind of damage, such as a performance degradation or safety incident, resulting from current draws, voltages, or loads exceeding the Specifications;
(c) any kind of damage, such as reduced lifespan, resulting from overload, thermal abuse, improper charging/discharging, or operation outside parameters specified by Tulip Tech;
(d) any kind of damage resulting from inadequate thermal monitoring or the absence of appropriate thermal protection mechanisms in Customer’s (users’) system;
(e) any incompatibility with third-party battery packs, software, chargers, or battery management systems;
(f) any claims based on alleged failed performance improvements (such as flight time increases), not achieved in Customer’s (users’) specific application.
15.3 Tulip Tech’s liability under or in connection with the Agreement, for any reason (whether in contract, tort or otherwise, including any failure to meet a guarantee- or indemnification obligation under the Agreement to the extent permitted under applicable law) shall be limited to the total amount actually paid out under Tulip Tech’s applicable liability insurance policy in respect of the relevant claim or series of related claims. In the event that Tulip Tech’s insurer does not pay out (in whole or in part), Tulip Tech’s liability shall in no event exceed the total amount of Fees paid for all Goods purchased under the applicable Order Form giving rise to the claim. In any event, Tulip Tech’s total liability per Order Form shall not exceed EUR 2.000.000.
15.4 Tulip Tech’s liability under or in connection with this Agreement, for any reason (whether in contract, tort or otherwise) shall be limited in that indirect damage, including consequential loss; loss of profits; lost savings; reduced goodwill; loss due to business interruption; loss as a result of claims of Customer’s users; damage of third parties; damage to Customer’s Object or other materials; corruption or loss of or damage to data, items, or software of Customer or third parties; shall be explicitly excluded.
15.5 If and to the extent that the liability of Tulip Tech is limited or excluded pursuant to the preceding provisions, this shall also apply to any liability of its affiliated companies (including its employees and its representatives).
15.6 Unless performance by Tulip Tech is permanently impossible, Tulip Tech may exclusively be held liable for an imputable failure in its performance of the Agreement if the Customer promptly but in no event later than 30 calendar days after Customer becomes aware of aforementioned failure, serves Tulip Tech with a written notice of default thereby granting Tulip Tech a reasonable period of time to remedy the breach, and Tulip Tech should still imputably fail to meet its obligations after that reasonable term has passed. The notice of default must describe the relevant Tulip Tech’s failure as comprehensively and in as much detail as possible so that Tulip Tech may respond adequately.
15.7 Nothing in this Agreement will exclude or limit the liability of a Party to the extent such exclusion or limitation is not permitted under applicable mandatory law. Without limiting the generality of the foregoing, the limitations and exclusions of liability set out in this Agreement do not apply to:
(a) liability arising from wilful intent (opzet) or deliberate recklessness (bewuste roekeloosheid) of a Party;
(b) liability for death or personal injury caused by the negligence of a Party;
(c) liability of a Party according to the Dutch Product Liability Act (Articles 6:185 et seq of the Dutch Civil Code).
15.8 Unless not permitted under applicable mandatory law, any damages for which Tulip Tech can be held liable must be reported to Tulip Tech as soon as possible but no later than one (1) month after the damages have occurred, failing which the right to claim the damages is waived by the Customer. This term does not apply if the Customer can prove that the damages could not be reported within the stipulated period for a valid reason.
15.9 Unless not permitted under applicable mandatory law, any claim for compensation of damages against Tulip Tech lapses twelve (12) months after the Customer became or could reasonably have become aware of the damage causing event, unless the Customer has instituted a legal action for damages prior to the expiry of this term.
16.1 The specific thermal management requirements applicable to the Battery Packs, including operating, charging, and storage temperature ranges, thermal cut-off thresholds, and recommended cooling parameters are set out in the User Manual and may vary per Battery Pack model and intended application. The Customer is solely responsible for ensuring that the Object into which the Battery Packs are integrated incorporates temperature measurement, thermal monitoring, and thermal protection systems sufficient to operate the Battery Packs within the parameters specified in the User Manual.
17.1 The Customer shall indemnify Tulip Tech and its affiliated companies (including its employees and its representatives) and holds them harmless from and against any and all third-party claims regarding damages, loss, costs and expenses of third parties arising from or related to any Customer’s breach of the Agreement or other third parties for which the Customer is reasonably responsible.
17.2 If Tulip Tech is held liable by third parties, the Customer must assist to the best of its abilities Tulip Tech, both in proceedings in and out of court, and must immediately do any and all things that may be reasonably expected of it in that case and/or requested by Tulip Tech. The Customer will always make every effort to limit the loss or damages incurred by Tulip Tech or any third party.
18.1 The Customer shall maintain adequate insurance for professional and corporate liability. At the request of Tulip Tech, the Customer shall provide the policy and proof of premium payment immediately.
19.1 Tulip Tech (or its licensor or supplier, as applicable) is the exclusive owner of all Intellectual Property Rights and other rights vesting in and relating to the Good(s), and any Customer specific adaptations to the Good(s). Nothing in this Agreement shall be construed to assign or confer to the Customer any Intellectual Property Rights pertaining to the Good(s), unless otherwise agreed in writing.
19.2 The Customer hereby grants Tulip Tech a non-transferable and non-exclusive license to display Customer’s name, trademarks and/or logos for external communication, including the Tulip Tech website, and to use them for purposes of reference and acknowledgement, subject to Customer’s prior written approval for each specific use.
19.3 Tulip Tech retains the right to display or demonstrate anonymized customer information, such as (photographs of) the Goods installed on any drone as part of its promotional, marketing, or educational materials. This right is intended to highlight the practical application and functionality of the Goods in production use. In exercising the above right, Tulip Tech shall ensure that no specific location or identifiable details of the drone are disclosed or can be discerned from the images, videos, or other materials used. The representation of the Goods shall focus solely on the equipment and its application, without revealing any sensitive information about the drone’s location.
19.4 The Customer guarantees that no rights of third parties preclude making data, software, and/or other materials, designs and/or other works available to Tulip Tech for the purpose of use, maintenance, processing, installation or integration; this guarantee also pertains to Customer having the relevant licenses. Customer indemnifies Tulip Tech against any claim of a third party based on the allegation that making any of this available and/or the use, maintenance, processing, installation or integration infringes a right of that third party.
19.5 The Customer shall not, and shall ensure that its personnel, subcontractors and any other third parties acting on its behalf do not, directly or indirectly:
(a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the composition, design, construction, structure, source code, or underlying logic of any Battery Pack or any “Component” thereof (including but not limited to the Battery Management System (BMS), firmware, software, hardware architecture, cell configuration, casing, or electronic components);
(b) open, modify, alter or tamper with any of the Goods or any Component thereof, except as explicitly permitted in writing by Tulip Tech or as limitedly required for routine installation as described in the User Manual;
(c) reproduce, copy, or create derivative works based on the Goods or any Component thereof.
Any breach of this Clause 19.5 shall constitute a material breach of the Agreement and shall entitle Tulip Tech to terminate the Agreement with immediate effect, without prejudice to any other rights or remedies available to Tulip Tech under this Agreement or applicable law, including the right to claim damages.
19.6 Tulip Tech shall ensure that, to the best of its knowledge and as of the Effective Date, the Goods as delivered by Tulip Tech do not infringe any third-party Intellectual Property Rights in the jurisdiction(s) agreed in the Order Form.
19.7 In the event that a third party brings or threatens a claim against the Customer alleging that the Goods, as delivered by Tulip Tech and used in accordance with this Agreement and the User Manual, infringe such third party’s Intellectual Property Rights, Tulip Tech shall, at its own cost and expense:
(a) defend or settle such claim, provided that the Customer (i) promptly notifies Tulip Tech in writing of such claim, (ii) grants Tulip Tech sole control of the defence and settlement negotiations, and (iii) provides Tulip Tech with reasonable cooperation and assistance;
(b) subject to the liability cap set out in Clause 15.3, indemnify the Customer against any damages, costs and expenses finally awarded by a competent court or agreed in a settlement in connection with such claim.
Tulip Tech’s obligations under this Clause 19.7 shall not apply to the extent that any infringement claim arises from: (i) modifications to the Goods made by or on behalf of the Customer without Tulip Tech’s prior written consent; (ii) combination or integration of the Goods with third-party products, software, or systems not supplied or approved by Tulip Tech; (iii) use of the Goods in a manner not permitted under this Agreement or the User Manual; or (iv) compliance with designs, specifications or instructions provided by the Customer.
20.1 Each Party must observe confidentiality with regard to and may not use for any other purpose than performance of the Agreement, or disclose to any third party, information provided by the other Party under the Agreement, that such receiving Party knows or could reasonably assume to be confidential, including but not limited to the Know-How (hereinafter the “Confidential Information”).
20.2 The obligations set out in Clause 20.1 apply both during the Agreement and for a period of five (5) years after its termination or expiry. Each Party will also impose aforementioned obligations on its employees and on any third parties that it engages in the performance of the Agreement.
20.3 The obligations set out in Clause 20.1 and 20.2 do not apply to information that:
(a) is or becomes publicly available through no fault or act of the receiving Party;
(b) was already known to the receiving Party at the time of disclosure, as evidenced by written records predating such disclosure;
(c) is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information;
(d) is disclosed with the prior written consent of the disclosing Party;
(e) must be disclosed pursuant to a judicial decision, statutory requirement, or order by a competent authority or regulator, provided that the receiving Party shall (to the extent permitted by law) promptly notify the disclosing Party prior to such disclosure and cooperate with the disclosing Party in seeking a protective order or other appropriate relief.
21.1 Customer warrants and undertakes that throughout the Contract Term, it shall, and shall procure that its subcontractors, agents and any other third party acting on its behalf shall, execute and adhere strictly to Human Rights Compliance. Customer shall take all necessary steps to ensure that the Goods are not used for any prohibited purposes under applicable law or the Agreement, including purposes prohibited under applicable sanctions regimes or international humanitarian law, and shall implement appropriate internal controls to confirm Human Rights Compliance. Any non-compliance with Human Rights Compliance by subcontractors, agents or any other third party acting on Customer’s behalf shall be deemed a breach of this Clause 21 by Customer. Customer shall inform Tulip Tech promptly, and in any event within five (5) calendar days of becoming aware of any (suspected) breach of Human Rights Compliance.
21.2 Customer represents and warrants to Tulip Tech that, as of the Effective Date and throughout the Contract Term:
(a) it has adopted and maintains adequate policies, procedures and management systems to identify, prevent, mitigate and account for any (alleged) breach of Human Rights Compliance in its own operations and in its relationships with users, suppliers, customers and business partners;
(b) it has conducted, and will continue to conduct, appropriate Human Rights Compliance due diligence commensurate with its size, sector and operational context; and
(c) it is not aware of any circumstances that would constitute a breach of Human Rights Compliance or that would reasonably be expected to give rise to such a breach.
21.3 The Customer shall not, without Tulip Tech’s prior written consent, sell, transfer, export, re-export, transit, provide brokering services of the Goods or otherwise make the Goods available, directly or indirectly, to any end-user, destination, or territory not prior approved by Tulip Tech. The approved end-user(s) and/or geographic territory or territories shall be specified in the Order Form (the “Permitted Destination(s)”). The Customer shall maintain adequate records of all resales and transfers of Goods, including the identity of the recipient and the destination, and upon Tulip Tech’s reasonable request, provide documentary evidence demonstrating compliance with the permitted destination(s) in the Order Form. Customer shall immediately notify Tulip Tech in writing if the Customer becomes aware or suspects that any Good has been or may be diverted to a non-permitted end-user or destination.
21.4 If Customer breaches, or Tulip Tech has reasonable grounds to suspect a breach of, any obligation under this Clause 21 and Clause 22, Tulip Tech shall be entitled to, cumulatively and without any liability of Tulip Tech arising from such exercise of rights:
(a) terminate the Agreement with immediate effect by written notice to Customer;
(b) suspend performance of any or all of its obligations under the Agreement pending Tulip Tech’s investigation and Customer’s remediation of the (alleged) breach;
(c) require Customer to take immediate remedial action to cure the breach to the extent such cure is possible, within a reasonable timeframe to be specified by Tulip Tech; and
(d) claim damages for any loss, cost, expense, claim, liability or other kind of damage incurred because of the breach, including reputational harm.
These rights shall be without prejudice to any other rights or remedies pursuant to the Agreement and/or under applicable law.
21.5 Customer shall indemnify, defend and hold harmless Tulip Tech and its affiliates, directors, officers, shareholders or beneficial owners and employees from and against any and all damages (such as losses, costs and expenses), liabilities, claims (including reasonable legal fees), arising out of or in connection with any (alleged) breach of this Clause 21 and Clause 22 by Customer.
22.1 For the purposes of this Clause 22, Trade Compliance Laws means economic or financial sanctions or trade embargoes or other comprehensive prohibitions against transaction activity pursuant to anti-terrorism laws, applicable laws relating to export and import controls, and customs, imposed or administered by the United States of America, the United Nations, the European Union, relevant EU member states, the United Kingdom, and any other jurisdiction in which Customer is established, operates or transacts.
22.2 For the purpose of this Clause 22, Sanctioned Person means any individual or entity that is listed on, or owned or controlled (as such terms, including any applicable ownership and control requirements, are defined and construed in the applicable Trade Compliance Laws or in any official guidance in relation to such Trade Compliance Laws) by a Sanctioned Person.
22.3 Customer represents and warrants to Tulip Tech that, as of the Effective Date and throughout the Contract Term, neither Customer nor, so far as Customer is aware after having conducted appropriate risk-based due diligence, any reseller, distributor, end-user, subcontractor, agent or other person to whom Customer directly makes the Goods available is a Sanctioned Person, or has been engaged in any transaction, activity or conduct that could reasonably be expected to result in it being designated as a Sanctioned Person.
22.4 Customer shall comply with all Trade Compliance Laws and shall not, and shall ensure that its subsidiaries, shareholders or beneficial owners, personnel, subcontractors, agents and any other third party acting on its behalf do not, directly or indirectly, sell, supply, transfer, export, re-export, transit, provide brokering services, make available, use or otherwise deal with any Goods in a manner that would cause Customer or Tulip Tech to breach Trade Compliance Laws. Customer shall take all necessary measures to prevent any breach, circumvention or evasion of Trade Compliance Laws in connection with the Goods.
22.5 Without limiting the foregoing, Customer shall ensure that the Goods are used only by the end-user(s), for the end-use(s), and in the Permitted Destination(s) prior approved by Tulip Tech and specified in the Order Form. Customer shall establish and maintain adequate proportionate and reasonably designed policies, systems procedures and controls to promote compliance with Trade Compliance Laws and identify, assess and mitigate diversion, end-user, end-use and destination risks. Customer shall maintain complete and accurate records of all resales, transfers and other disposals of Goods, including the identity of the recipient, end-user, end-use and destination, and shall provide Tulip Tech with such information and supporting documentation immediately and without undue delay as Tulip Tech may reasonably request to verify compliance with this Clause 22.
22.6 Customer shall immediately and without undue delay notify Tulip Tech in writing if it becomes aware of, or has reasonable grounds to suspect, any actual or potential breach of this Clause 22, any diversion of a Good from a Permitted Destination, end-use or end-user or any circumstance that may cause a transaction involving a Good to contravene Trade Compliance Laws.
22.7 Customer shall not sell, supply, export, re-export, transfer or otherwise make available, directly or indirectly, to the Russian Federation or Belarus or for use in the Russian Federation or Belarus, any Good supplied under or in connection with the Agreement that fall within the scope of Article 12g of Council Regulation (EU) No 833/2014 or Article 8g of Counsil Regulation (EC No 765/2006, as amended from time to time.
22.8 Customer shall undertake its best efforts to ensure that the purpose of the preceding paragraph is not frustrated by third parties further down the commercial chain, including resellers, distributors, end-users, subcontractors, agents and any other persons to whom Customer makes the Goods available. Customer shall establish and maintain appropriate and reasonable designed monitoring arrangements, policies, systems, procedures and controls to detect conduct by such third parties that may frustrate that purpose and shall include contractual restrictions substantially equivalent to this Clause 22 and Clause Error! Reference source not found. in its agreements with those third parties.
22.9 Customer shall immediately and without undue delay inform Tulip Tech of any difficulty in applying this Clause 22, including any activity by a third party that could frustrate its purpose, and shall provide Tulip Tech, within two (2) weeks of Tulip Tech’s written request, with information and documentation demonstrating Customer’s compliance with this Clause 22.
22.10 The Parties acknowledge that the Goods are supplied for applications that may include military end-use and that specific export control regulations, including Regulation (EU) 2021/821, and national laws may therefore apply to individual transactions. Where an Order Form involves Goods that may require export licences, end-use restrictions, specific trade compliance measures or classification under Trade Compliance Laws, the Parties may agree on the allocation of responsibilities, required authorisations and applicable classifications in the relevant Order Form. In the absence of such specific arrangements, each Party shall be responsible for compliance with Trade Compliance Laws applicable to it in its respective jurisdiction.
23.1 In connection with the performance of the Agreement, Tulip Tech processes personal data of the Customer’s contact persons (such as names and email addresses) for the purpose of contract administration and communication. Tulip Tech’s processing of such personal data is governed by Tulip Tech’s privacy statement, which is available at [URL].
23.2 Each Party shall comply with applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”), in connection with its performance of the Agreement.
24.1 The Customer does not have the right to sell, transfer or pledge its rights and/or obligations under the Agreement, unless otherwise agreed in writing.
24.2 Tulip Tech has the right to sell, transfer, or pledge its rights and/or obligations under the Agreement to a third party, including any claims it has to payment of any sums due by Customer.
25.1 If Tulip Tech and the Customer agree to depart from these General Terms in one or more Agreements, that does not affect the provisions of any previous or subsequent Agreements between Tulip Tech and the Customer.
25.2 Any provision of this Agreement which, by its nature or express terms, is intended to survive the expiration or termination of this Agreement shall survive such expiration or termination and remain in full force and effect including, without limitation, the provisions relating to confidentiality, intellectual property, payment obligations, warranties, limitation of liability, indemnification, governing law and forum.
25.3 If one or more of the provisions of these General Terms are deemed void in whole or in part, the other provisions of these General Terms will continue to apply in full force. The Parties will negotiate an alternative provision that is in keeping with the Parties’ intention of the void provision.
25.4 Failure by Tulip Tech to exercise any of its rights under, or to enforce any provision of, the Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision.
25.5 All notices or other correspondence between Tulip Tech and the Customer will be provided to the contact information as specified in the Order Form. If any changes to the contact information arise, the relevant Party shall notify, in writing, the other Party thereof as soon as practicable.
25.6 The Agreement, together with any documents referred to therein, including the Order Form, contains the entire agreement between the Parties relating to its subject matter and replaces and supersedes any previous written or oral agreement between the Parties in relation to the matters dealt with in the Agreement.
26.1 The Agreement and any disputes or claims arising out of or in connection with the Agreement are exclusively governed by the laws of The Netherlands.
26.2 Any disputes arising out of or in connection with this Agreement shall be exclusively submitted to the competent court of the rechtbank Oost-Brabant (location ‘s-Hertogenbosch), the Netherlands, unless mandatory rules of law provide otherwise.
