B2B GENERAL TERMS & CONDITIONS

Version 1.1 
•  1 January 2026  • 
English  •  

Supplier: Aerogrip B.V.  | 
Registered seat: Emst, The Netherlands

Chamber of Commerce: 99321637  |  |  Contact: infoataerogrip.tech

IMPORTANT: These Terms are solely for
genuine business customers. A separate B2C agreement and consumer-facing
information must be used for consumers. The 12-month warranty below is an
additional contractual warranty, not a blanket elimination of mandatory or
otherwise surviving legal remedies.

1. Definitions and scope

1.1 “Supplier” means Aerogrip B.V.; “Buyer”
means the legal entity or person acting in a professional or business capacity
identified in Supplier’s accepted order confirmation; “Products” include
custom-made bicycle cockpits, extensions, brackets and related components.

1.2 These Terms govern quotations,
contracts for manufacture and sale, deliveries and associated engineering
services between Supplier and business Buyers. They do not apply to a consumer
purchase, even where a third party pays the invoice.

1.3 These Terms apply only if made
available and expressly incorporated before or at contract formation. Buyer
purchasing terms are rejected unless Supplier specifically accepts them in
signed writing. Specifically negotiated conditions prevail over these Terms.

1.4 Buyer shall identify its full legal
name, registered address, VAT number where applicable and authorised ordering
contact. Supplier may ask for commercial evidence of business status. VAT
registration alone does not determine contractual party identity.

2. Quotations, order and design approval

2.1 Quotations are non-binding unless they
expressly state otherwise. A contract is formed only upon Supplier’s written
acceptance identifying the Buyer, Product, price and applicable documents.

2.2 The accepted order confirmation, the
latest written measurement and configuration summary expressly confirmed by the
Buyer (including referenced emails, annotated photographs, bikefit measurements
or written recap of a video consultation), agreed tolerances, installation/use
restrictions and these Terms form the agreement. CAD models or drawings are
required only if expressly identified as part of the order. Individually
negotiated terms prevail.

2.3 Specifications may be developed by
email, annotated photographs, video consultation, bikefit data or other agreed
means. Before manufacture, Supplier shall provide a dated written summary of
the essential dimensions and configuration for approval by the Buyer or its
authorised representative. The Buyer shall check the summary and promptly
identify discrepancies. A video call or photograph alone is not final approval
unless the essential values and decisions are subsequently confirmed in
writing. Supplier remains responsible for accurately translating agreed inputs
into safe, conforming manufacture.

2.4 Changes after written specification
approval require Supplier’s written agreement and may affect price and
delivery. Supplier may decline unsafe configurations. Where a dimension or
position remains uncertain, Supplier may pause production and request
clarification.

2.5 Any agreed tolerance shall identify the
relevant feature, value/range and, where material, measurement method and
condition. No tolerance is created merely by a photograph or the absence of a
drawing. Dimensions not expressly agreed shall be determined by the documented
product design and other contractual requirements, subject to applicable law.

3. Custom manufacture and cancellation

3.1 Products manufactured to Buyer-approved
dimensions, geometry or personalised configuration are made to order. Buyer has
no contractual right to cancel for convenience after Supplier’s written order
acceptance.

3.2 If Supplier voluntarily accepts
cancellation, Buyer shall pay the reasonable verifiable design, materials,
labour and third-party costs incurred and unavoidable commitments, less costs
saved. Cancellation does not remove remedies for Supplier breach.

3.3 Designs, prototypes and quotations do
not imply that every requested configuration is technically permissible.
Supplier may request design adjustments to maintain structural integrity and
compliance.

4. Price, payment and retention of title

4.1 Prices exclude VAT, duties and shipping
unless the confirmation states otherwise. The invoice and payment schedule are
specified in the order confirmation.

4.2 Overdue B2B amounts may accrue
statutory commercial interest and reasonable recovery costs in accordance with
Dutch law. Supplier may suspend further work after reasonable notice if payment
is materially overdue.

4.3 Title in Products remains with Supplier
to the extent legally effective until all purchase-price amounts for those
Products are paid. Risk passes as specified under clause 5; retention of title
does not change risk allocation.

5. Delivery, transit and acceptance

5.1 Delivery terms, carrier, delivery point
and risk allocation shall be stated in the order confirmation; any Incoterms
rule must specify the edition and named place. If omitted, parties shall agree
these before dispatch.

5.2 Any delivery estimate is a reasonable
projection, not a guaranteed delivery deadline unless expressly described as
binding. Supplier will notify material delays promptly.

5.3 Buyer shall document evident transport
damage and preserve packaging, without prejudice to any valid claim. Acceptance
or payment does not waive hidden defects.

6. Technical conformity and safety

6.1 Products must conform to agreed
specifications, explicitly stated tolerances, agreed intended purposes and
applicable safety requirements. Cosmetic departures can constitute
non-conformity if an agreed characteristic or reasonable contractual expectation
is not met.

6.2 Supplier may reject unauthorised
loading, fitment or uses beyond documented operating limits. Buyer shall ensure
that accurate frame, rider and interface data are supplied and shall
communicate safe installation instructions to relevant installers and sponsored
users.

6.3 No design approval or third-party use
removes Supplier’s statutory obligations for safe design, manufacture,
warnings, traceability and required corrective action.

6.4 For any suspected structural issue,
Buyer and end user shall suspend use pending a suitable safety assessment. A
statement that a visible bend is “cosmetic” must not be treated as a safety
finding without technical examination.

7. Business inspection and notice

7.1 Buyer shall inspect the Products as
soon as reasonably practicable upon delivery, including visible finish,
quantity, interfaces and measured geometry where appropriate.

7.2 Buyer shall notify apparent deviations
in writing promptly and preferably within seven (7) calendar days after
delivery. Latent defects shall be notified promptly after discovery or when
they ought reasonably to have been discovered. These are agreed operational
targets; loss of rights depends on applicable law, the circumstances and
reasonableness, not an automatic forfeiture based only on the target.

7.3 The claim should describe the
deviation, affected order and serial/batch number, date discovered,
installation and usage history, photographs and relevant measurements.
Insufficient information may reasonably delay substantive assessment.

7.4 Buyer shall give Supplier a reasonable
opportunity to inspect and test the allegedly non-conforming Product, remotely
if adequate or physically where appropriate. Buyer shall not dispose of or
materially modify the Product before inspection unless required for safety or
damage mitigation.

7.5 Acceptance of a returned item, shipping
label or inspection request is not an acknowledgement of liability. Costs of
reasonable return and examination will be allocated according to the findings,
parties’ agreement and applicable law; verified Supplier defects are remedied
at Supplier’s expense.

8. Remedies; no automatic refund

8.1 If a Supplier-attributable
non-conformity is established, Supplier shall be afforded a reasonable
opportunity to remedy it by adjustment, repair, replacement of affected parts
or remanufacture, subject to applicable law and reasonable customer interests.

8.2 To the fullest extent enforceable in
B2B transactions, Supplier may select the technically appropriate remedy. It
shall be delivered within a reasonable period considering custom manufacture,
available materials, time sensitivity and extent of the issue.

8.3 An allegation, photograph or unilateral
rejection does not by itself require an immediate refund before a reasonable
opportunity for verification and contractual cure. This does not restrict
legally available termination or restitution where timely cure is impossible,
refused, ineffective or otherwise not reasonably required.

8.4 Buyer shall reasonably cooperate with
product collection, access for inspection and implementation of the agreed
remedy. Supplier is not obliged to pre-ship a replacement before inspection
unless separately agreed or required by law.

8.5 An agreed replacement shall correspond
to the approved specifications unless parties approve a safer or otherwise
modified design in writing. No clause permits unsafe or materially
non-conforming Products.

9. Limited 12-month commercial warranty

9.1 Supplier grants the original B2B Buyer
an additional, limited commercial manufacturing warranty for twelve (12) months
after documented delivery. During this period Supplier will, at its discretion
and subject to clause 8, repair or replace Products proven to have a defect
attributable to materials or workmanship present when supplied.

9.2 This commercial warranty does not cover
ordinary wear, cosmetic deterioration after delivery, crashes, overloading,
incorrect fitting, misuse, unauthorised modification, incompatible components
or failure to follow supplied installation and maintenance instructions, to the
extent these caused the relevant condition.

9.3 Warranty requests must include proof of
purchase, serial/batch ID, description, photographs, and where relevant
installation details. Buyer must cooperate with a reasonable examination.

9.4 This warranty is additional to, and
does not by itself extinguish, other contractual or statutory claims that
survive under applicable law. Any separate shortening of limitation periods for
B2B claims requires specific legal review and a clearly enforceable agreement.

9.5 The commercial warranty belongs to the
Buyer unless Supplier expressly confirms a transferable warranty in writing.
Mandatory independent third-party rights are unaffected.

10. Installation and third-party sponsorship

10.1 Buyer is responsible for ensuring
competent installation and passing on the current installation, operating and
inspection instructions to each installer and end user. Supplier shall provide
legally required safety information and warnings.

10.2 Sponsoring, reselling, lending or
gifting a Product to an athlete does not of itself make that athlete a
purchaser under the original sale agreement or transfer the Buyer’s contractual
refund rights.

10.3 Supplier may liaise directly with end
users about safety, fitting, inspections or returns without accepting a new
contract. Buyer remains the primary contact for contractual complaints and
refunds unless rights are validly assigned or otherwise arise by law.

10.4 Nothing limits rights that an athlete
or end user may independently possess under mandatory product liability, safety
or other applicable law.

11. Liability and mitigation

11.1 To the extent permitted by applicable
law, Supplier excludes liability for purely indirect commercial loss, including
lost sponsorship revenue, race entries, missed commercial opportunity, lost
profits and reputational damage, insofar as the exclusion is reasonable in the
circumstances.

11.2 Subject to clause 11.3, Supplier’s
aggregate liability for ordinary contractual breaches arising from one order is
capped at the net invoiced value of that order. This cap is subject to
applicable Dutch law, the nature of the breach, reasonableness and any
specifically agreed higher coverage.

11.3 No exclusion or cap applies to fraud,
intent or deliberate recklessness by Supplier’s management, or to liability
that may not lawfully be excluded or restricted, including applicable mandatory
product liability and personal injury liability.

11.4 Buyer shall take reasonable mitigation
measures and maintain adequate records. Parties shall promptly cooperate with
any product safety investigation, field action or recall.

12. Intellectual property and confidentiality

12.1 Unless agreed otherwise, Supplier
retains its pre-existing and developed proprietary production methods, tooling,
CAD source files, know-how and intellectual property. Sale of the physical
Product conveys no right to commercial replication.

12.2 Buyer warrants that it may lawfully
supply any third-party designs and data and grants Supplier the limited
permission necessary to fulfil the order.

12.3 Each party shall keep non-public
designs, pricing and manufacturing information confidential, subject to
professional advisers, legal duties and necessary operational disclosure.

13. Force majeure

13.1 A party prevented from performance by
circumstances beyond its reasonable control shall promptly inform the other,
mitigate effects and resume performance when reasonably possible. Payment for
Products already properly supplied remains due.

13.2 Prolonged material prevention may
permit termination in accordance with applicable law; rights and obligations
that have accrued are preserved.

14. Governing law, CISG and courts

14.1 This agreement and all related
contractual claims are governed by the laws of the Netherlands, without regard
to conflict-of-law rules.

14.2 The United Nations Convention on
Contracts for the International Sale of Goods (CISG) is expressly excluded.

14.3 To the extent permitted by applicable
jurisdiction rules, the courts of the Netherlands having territorial
jurisdiction over Supplier’s registered seat in Emst shall have exclusive
jurisdiction. The parties expressly agree this forum selection in writing or a
durable electronic record.

14.4 Before litigation, parties shall
attempt a good-faith written commercial resolution, without delaying urgent
safety measures, interim relief or applicable statutory deadlines.

15. Final provisions

15.1 These Terms are effective only for
contracts into which they were validly incorporated. No unilateral
retrospective application to past sales is intended.

15.2 Invalid provisions are severed only to
the extent necessary. Remaining terms continue where legally permissible.
Individually negotiated written terms prevail.

15.3 The English version controls between
business parties where validly agreed. Buyer shall identify any need for
translation before acceptance.

B2C GENERAL TERMS & CONDITIONS

Version 1.1 
•  1 January 2026  • 
English  •  

Supplier: Aerogrip B.V.  | 
Registered seat: Emst, The Netherlands

Chamber of Commerce: 99321637  |  |  Contact: infoataerogrip.tech

1. Identity, scope and formation

1.1  Aerogrip B.V.
("Aerogrip", "we") supplies bicycle components, including
individually made triathlon cockpits, to consumers ("you"). 8166KR,
EMST, THE NETHERLANDS]. Chamber of Commerce: 99321637. Email: infoataerogrip.tech.

1.2  These terms apply
to consumer orders, subject always to your mandatory statutory rights. We
provide them in a durable format before the contract is concluded. Specific
written agreements prevail to the extent legally permitted.

1.3  An order is
formed when Aerogrip accepts it in writing. Before you become bound, we will
provide the main product characteristics, total price including taxes and
delivery charges, expected delivery arrangements and applicable withdrawal
information.

2. Personalised design and specifications

2.1  A custom cockpit
may be designed using information discussed by email, annotated photographs,
video calls, bikefit reports or measurements. CAD files and engineering
drawings are not required unless specifically agreed.

2.2  Relevant inputs
may include forearm length, hand width, pad width, elbow width, required reach,
arm angle, fitting coordinates, mounting interface and other fit or ergonomic
requirements. Measurements must identify units, reference points and
measurement method where relevant.

2.3  Before
manufacture, we will send a written Custom Specification Summary describing the
selected geometry and key dimensions, including relevant information provided
by you or your bikefitter. You will have a reasonable opportunity to correct
errors and expressly approve the summary.

2.4  We are
responsible for supplying a conforming and safe product. Your approval confirms
the requested configuration but does not waive statutory rights concerning
defective manufacture, unsuitable design for an expressly agreed purpose, or
product safety.

2.5  Where tolerances
or special limitations are important, they must be communicated clearly and
agreed before production; unspecified deviations are not automatically
acceptable.

3. Price, payment and changes

3.1  The order
confirmation specifies the total consumer price, VAT, shipping charges and
payment schedule. No undisclosed compulsory fees will be added.

3.2  Changes requested
after approval may affect manufacturing costs and delivery timing. We will
request your agreement to any additional charges before proceeding.

3.3  Custom goods
cannot ordinarily be cancelled for a change of mind where the statutory
withdrawal exception applies. This does not restrict rights arising from
non-conformity, breach of contract or mandatory law.

4. Delivery, installation and safety

4.1  We will
communicate delivery arrangements and any agreed delivery deadline. Your
statutory rights for late or failed delivery remain unaffected.

4.2  Any required
professional installation, compatible components, permitted tightening torques
and usage restrictions must be communicated through the supplied installation
and safety instructions. If a cockpit appears bent, cracked, loose or otherwise
structurally suspect, discontinue use pending assessment.

4.3  You should follow
supplied installation and maintenance instructions. Incorrect installation or
misuse may be relevant to the cause of damage, but does not automatically
remove rights for a product that was non-conforming when delivered.

5. Right of withdrawal and custom-made products

5.1  For distance
sales of standard, non-exempt goods, you generally have 14 days from receipt to
withdraw without giving a reason. The separate Standard Goods Withdrawal Notice
and model withdrawal form form part of the pre-contractual information for
those orders.

5.2  The statutory
withdrawal right does not apply to goods made to your specifications or clearly
personalised, where the legal requirements for this exception are satisfied. We
will identify the specific custom-made product and explain the exception
clearly before you place the order.

5.3  A product does
not become exempt merely because we label it "custom", assemble it on
demand or offer ordinary catalogue options. The actual individual manufacturing
specification determines whether the exception applies.

5.4  The withdrawal
exception does not affect your statutory rights if a product is defective or
does not conform to the contract.

6. Conformity, complaints and inspection

6.1  You are entitled
to products conforming to the contract and applicable statutory requirements.
Your legal rights are independent of any voluntary commercial guarantee.

6.2  If you suspect a
defect, contact us at infoataerogrip.tech, describing the issue and, if reasonably
possible, providing photos, fit measurements and order details. You do not have
to produce CAD evidence or an expert report merely to raise a complaint.

6.3  We may ask for a
reasonable opportunity to inspect the product, including arranging return
shipment or another suitable method. We will not impose disproportionate
obstacles to exercising statutory rights. Where the claim is covered by
statutory conformity rights, the legally required remedy and necessary costs
will be handled at our expense.

6.4  For a verified
lack of conformity, repair or replacement may be appropriate, subject to your
statutory choice and the conditions prescribed by applicable law. You may be
entitled to a price reduction or termination/refund in the circumstances set
out by applicable law, including certain serious defects or failure to remedy
within a reasonable time.

6.5  Inspection or an
offer of repair does not constitute an admission of liability; equally, this
clause does not create an unconditional seller right to refuse a lawful refund.

7. Optional 12-month commercial manufacturer warranty

7.1  In addition to,
and without limiting, all statutory rights, Aerogrip offers an optional
12-month manufacturer warranty beginning on delivery for defects in materials
and workmanship under normal intended use.

7.2  During this
period we will assess warranty claims and, where covered, repair or replace the
affected product or component free of charge, including necessary shipping.
Where repair or replacement is not reasonably available, an appropriate
alternative will be offered without prejudice to statutory rights.

7.3  The commercial
warranty does not cover damage caused solely by crashes, external impacts,
unauthorised modifications or use contrary to clear safety instructions; this
exclusion does not affect statutory non-conformity rights or liability for our
own defective design or manufacture.

7.4  Warranty
guarantor: Aerogrip B.V. Claim by contacting infoataerogrip.tech with proof of purchase and a description of the problem. The warranty
applies within EU and does not involve any charge
for making a covered claim.

7.5  Your statutory
rights against the seller for non-conforming goods remain available free of
charge and are not limited to twelve months. This manufacturer warranty is
additional to those rights.

8. Responsibility and liability

8.1  Nothing in these
terms excludes or limits liability that cannot legally be excluded, including
applicable product liability and liability relating to injury, defective
products or intentional misconduct.

8.2  We are not
responsible for loss caused exclusively by circumstances outside our
responsibility to the extent permitted by law. Any limitation is subject to
applicable mandatory consumer protection.

9. Privacy and bikefit information

9.1  We process
contact and bikefit/measurement information as necessary for quotations,
production, order administration, support and compliance. Applicable privacy
notices explain the legal bases, retention and your data rights.

9.2  Video calls and
photographs are not recorded or reused for marketing without an appropriate
legal basis and required permissions. Information about a person’s health, if
collected, requires particular care under data protection law.

10. Complaints, applicable law and disputes

10.1  Please send
complaints to infoataerogrip.tech. We will acknowledge complaints and respond
within a reasonable period.

10.2  Dutch law applies
to the extent permitted, without depriving consumers of mandatory protections
of their habitual-residence country where those protections apply under EU
private international law.

10.3  Disputes may be
brought before courts competent under applicable consumer jurisdiction rules.
Nothing in these terms forces a consumer to sue exclusively in the Netherlands
where that would be unlawful.

10.4  If a clause is
ineffective, the remainder of the terms continues to apply to the extent
permitted by law.