Terms of Sale
Tiger Parts – General Terms and Conditions of Sale
Version 1.2 – July 2025
1. General
1.1 These General Terms and Conditions of Sale (“Terms”) apply to the sale of any parts and services (“Goods”) by Tiger Start, a sole proprietorship (ZZP) registered in the Netherlands, trading under the name Tiger Parts, with registered office at Singel 126, 1015 AE Amsterdam (“Seller”), to a business customer (“Buyer”).
1.2 These Terms, together with the applicable quote issued by Seller and accepted by Buyer (the “Quote”), form the entire agreement (“Agreement”) and supersede all prior communications, understandings or agreements, whether oral or written.
1.3 Seller’s services are intended exclusively for professional customers. Consumers are expressly excluded from this Agreement.
1.4 Any terms and conditions contained in Buyer’s purchase orders or other documents are hereby expressly rejected and excluded unless explicitly agreed to in writing by Seller.
2. Quotes and Orders
2.1 Seller issues Quotes based on:
• Physical parts provided by Buyer;
• Accompanying technical drawings, photographs, or reference materials (“Buyer Data”).
2.2 Any changes to the Buyer Data, quantity or leadtimes may require an updated Quote. Quotes remain valid until withdrawn or updated by Seller.
2.3 Orders are binding upon written acceptance by Seller. Seller may refuse an order if:
• Manufacturing capacity is unavailable;
• The Buyer Data is insufficient, inaccurate, or non-compliant;
• Buyer fails a credit check or does not meet prepayment requirements.
2.4 Any change to an accepted order requires Seller’s written approval and may result in adjusted pricing or delivery terms.
3. Subcontracting and Fulfilment
3.1 Seller may fulfil orders via qualified third-party manufacturing partners (“Subcontractors”), including those located outside the EU.
3.2 Goods may be shipped directly from Subcontractors to Buyer. Seller remains solely responsible for contract performance.
4. Prices and Taxes
4.1 All prices are exclusive of VAT, duties, and other taxes unless explicitly stated otherwise.
4.2 Buyer shall bear any import taxes, customs duties, or additional governmental charges applicable to delivery.
4.3 In case of changes in manufacturing or shipping costs, Seller reserves the right to update the price. If Buyer does not accept the change, the order may be cancelled without further liability.
5. Payment Terms
5.1 Payment shall be made in two instalments:
• 50% of the total price is due upon placement of the purchase order (PO);
• 50% is due 30 calendar days after the PO date.
5.2 Production shall not commence until the initial 50% down payment is received.
5.3 All invoices must be paid in full, without deduction or setoff, in the currency stated in the Quote. Payment may be made via bank transfer or any method agreed in writing.
5.4 In case of late payment, Seller may:
• Charge statutory interest under Dutch law;
• Suspend performance or delivery of pending orders;
• Recover legal and collection costs.
6. Specifications of Parts and Tooling
6.1 Buyer is solely responsible for ensuring that Buyer Data is correct, complete, and compliant with applicable standards.
6.2 Seller is not responsible for verifying design accuracy, performance, regulatory compliance, or assembly fit.
6.3 Seller may reject or cancel an order if the Buyer Data is unclear, corrupt, or non-manufacturable.
7. Tooling Ownership and Storage
7.1 Tooling designed specifically for Buyer’s parts will become Buyer’s property, except where proprietary tooling or modular components are used.
7.2 Tooling shall remain at the production facility of Seller or its Subcontractors unless otherwise agreed.
7.3 After 24 months of inactivity, Seller reserves the right to dispose of the tooling without notice.
8. Delivery, Inspection, and Retention of Title
8.1 Delivery dates are estimates. Seller is not liable for delays caused by shipping, customs or any third party intervention after shipment.
8.2 Risk transfers to Buyer upon shipment. Title to the Goods passes to Buyer only after full payment is received.
8.3 Buyer must inspect the Goods upon delivery and notify Seller in writing within 10 business days of any non-conformity, defect, or shortage. Failure to do so constitutes acceptance.
8.4 Goods altered, assembled, or used by Buyer before inspection will be considered accepted and non-returnable.
9. Intellectual Property and Publicity
9.1 Buyer retains ownership of all Buyer Data. Buyer grants Seller a worldwide, royalty-free, non-exclusive license to use such data solely for quoting, producing, and delivering the Goods.
9.2 Seller retains ownership of all proprietary processes, automation tools, production workflows, and any deliverables not specifically designed for Buyer.
9.3 Buyer represents and warrants that:
• Buyer has full rights, ownership, or valid license to all Buyer Data;
• The manufacture, distribution, or sale of Goods based on Buyer Data will not infringe any third-party intellectual property rights, including patents, trademarks, copyrights, design rights, or trade secrets.
9.4 Buyer shall indemnify, defend, and hold harmless Seller and its Subcontractors against all losses, damages, costs, and legal claims arising from:
• Alleged or actual infringement of third-party intellectual property due to use of Buyer Data;
• Any regulatory or legal action brought as a result of the production, sale, or distribution of infringing Goods.
9.5 Seller has no obligation to independently verify whether the Buyer Data infringes any third-party rights.
9.6 If Seller becomes aware or is notified of potential IP infringement claims related to any Buyer Data, Seller may, at its sole discretion:
• Suspend production and delivery;
• Request evidence of authorization or clearance from Buyer;
• Cancel the affected order without liability.
9.7 Buyer shall not use Seller’s trade name, logo, or refer to Seller in public materials without prior written consent.
10. Representations and Export Control
10.1 Buyer represents that it has full authority to enter this Agreement and to provide the Buyer Data.
10.2 Buyer warrants that the Goods do not:
• Infringe third-party intellectual property;
• Contain weapons, arms components, or export-controlled data;
• Violate any EU or U.S. trade or export regulations.
10.3 Buyer agrees not to upload, request production of, or distribute parts that are prohibited by Seller’s content policy.
11. Force Majeure
Seller is not liable for any failure or delay caused by events beyond its control, including but not limited to strikes, natural disasters, supply chain failures, governmental restrictions, or war. In such cases, Seller may suspend performance or cancel the order without liability.
12. Disclaimer of Warranties
Goods are provided “as is”. Seller expressly disclaims all warranties, including merchantability, fitness for a particular purpose, accuracy, or non-infringement. Buyer is solely responsible for the functional suitability, certification, and legal compliance of the parts.
13. Limitation of Liability
13.1 Seller’s total liability under any claim is limited to the amount paid by Buyer for the order under which the claim arises. Seller shall not be liable for indirect or consequential damages, including loss of profit, business interruption, or third-party claims.
13.2 To the maximum extent permitted by law, the sole proprietor of Tiger Start (the natural person operating as Seller) shall not bear personal liability for damages, losses, or claims resulting from the Buyer’s use, resale, or misapplication of Goods, except in cases of gross negligence or intent.
14. Indemnification
Buyer agrees to indemnify, defend, and hold harmless Seller, its Subcontractors, and the sole proprietor of Tiger Start from any claims, damages, losses, or penalties arising from:
• Buyer’s breach of these Terms;
• Buyer Data or specifications;
• Use, distribution, or resale of Goods;
• Intellectual property infringement claims related to Buyer Data;
• Regulatory issues or product failures not directly caused by Seller’s willful misconduct.
15. Confidentiality
Seller will treat all Buyer Data as confidential and disclose it only to staff or Subcontractors directly involved in fulfilment. This obligation does not apply to information that becomes public or is lawfully obtained from a third party.
15a. Data Protection and Privacy (GDPR)
Seller processes personal data only as necessary for fulfilling orders, managing the business relationship, and complying with applicable law. Seller acts in accordance with the General Data Protection Regulation (EU) 2016/679 (“GDPR”). Buyer’s personal data may be shared with Subcontractors solely for production and logistics purposes. Seller implements appropriate technical and organizational measures to protect personal data. A Privacy Policy is available upon request.
16. Termination
Seller may terminate the Agreement and cancel open orders immediately if:
• Buyer is declared insolvent or files for bankruptcy;
• Buyer breaches these Terms;
• Buyer submits prohibited content or is abusive to Seller personnel.
Upon termination, Seller may retain any prepayments and charge for all work performed and materials ordered up to the termination date.
17. Miscellaneous
17.1 If any provision is found to be unenforceable, the remainder of the Terms shall remain valid.
17.2 Buyer may not assign or transfer rights under these Terms without Seller’s written consent. Seller may freely assign this Agreement.
17.3 Communications between parties may be conducted electronically and shall have legal effect.
18. Governing Law and Jurisdiction
These Terms shall be governed by Dutch law. All disputes shall be subject to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.