1. General
All orders issued by us for goods or services, including those orders not based on a contract of sale, are exclusively subject to the following General Conditions of Purchase. Any terms than vary from these General Conditions of Purchase apply to our orders only if and as far as they have been expressly accepted by us in writing. If our order based on our General Conditions of Purchase is not accepted, then before delivery the order must be returned to us accompanied by the reason why so that agreement can be reached. By accepting the order, these General Conditions of Purchase become part of the contract. Conditions of sale/delivery that the supplier attaches to his offer or to the order confirmation/delivery do not apply even if we do not expressly refuse to accept them. Payments or the acceptance of performances by us do not constitute acceptance of the conditions of sale/delivery of the supplier.
Orders may be made by remote data transmission or in writing. Should the supplier receive faulty or incorrect electronic messages, orders and so on, he shall inform us of this without delay. Orders that do not comply with the TUI standard format do not put us under any obligation whatsoever and will not be paid for, even if such orders were made by members of our staff, unless they were approved in writing by the Group Purchasing Department.
All documents concerned with the handling of an order must contain the description of the item as well as the order number / request for delivery number, the order date, the quantities and weights, the delivery address and details of the type of packaging.
The supplier shall not transfer the rights and obligations associated with our orders to a third party and shall not allow third parties to collect payments that we owe without our prior written approval. In cases of extended retention of title approval is deemed to be granted. The supplier is aware that any data that occur in connection with the business relationship will be saved in electronic form by the TUI Group companies and may be transferred between these companies.
2. Prices
The prices shall be formed exclusive of any value added tax; they are fixed prices and include delivery free destination address. These prices include all deliveries, performances and auxiliary services that are necessary to make ready for acceptance the overall performance fixed in the contract or order on the basis of the offer documents, drawings, catalogues or any other description of performances of the supplier. In the case of prices by weight the official weight measurement is decisive, and in the event of this being non-existent our own measurement of the weight applies. Costs for packaging will be paid for only if this has been agreed. The costs shall be credited to us if we return the packaging freight paid. Unilateral price changes are not permitted. Any existing exemption from withholding tax for building contracts shall be presented voluntarily.
3. Delivery period
The delivery dates or deadlines indicated in our orders are – with the exception of force majeure – binding and refer to the date of arrival at the destination address. If the delivery or performance is delayed we are entitled to assert all legally permissible claims arising as a result of this.
The supplier shall inform us immediately of any delays in delivery that he becomes aware of. Any deliveries made in advance, deliveries outside of the delivery times indicated by us, as well as partial or multiple deliveries require our prior approval.
4. Shipment, place of performance
All consignments sent must be accompanied by a packing slip or a delivery note. In addition, on the day of dispatch the orderer, as well as the given delivery address shall be informed of the dispatch by e-mail or directly via our ordering system. Partial and rest deliveries must be identified as such.
Up until the deliveries and performances have been properly and completely handed over to / accepted by us the supplier bears the risk of loss, of accidental destruction and of damage irrespective of the pricing. The place of performance for the deliveries and performances is the delivery address given by us, otherwise and for all other obligations the place of performance for both parties is Hanover.
5. Drawings, drafts, samples
Drawings, drafts, samples and so on that we hand over to the supplier so he can make his offer or carry out an order, remain our property and may not be used for any other purpose, duplicated or be made available to third parties.
6. Properties, marking and packaging
The deliveries and performances must comply with the specifications, drawings and other details indicated in the order. They must be prepared so that the legal and official regulations applying to us at the time of delivery are observed; the supplier must check the deliveries and performances in this respect. This applies above all with regard to EU provisions, to laws based on EU guidelines, to the applicable safety and accident prevention regulations – in particular the regulations of the Equipment and Product Safety Law (“Geräte- und Produktsicherheitsgesetz”), the Chemicals Law (“Chemikaliengesetz”), the Health and Safety at Work Act (“Arbeitsstättenverordnung”), the regulations and rules for safety and health protection at work issued by the professional association having liability for industrial safety and insurance (Berufsgenossenschaft) and the VDE and DIN regulations – as well as to any necessary authorisations and the current state of technology regarding safety and health at work.
Hazardous materials must be packed and labelled to comply with the valid regulations (“Gefahrstoffverordnung”); the appropriate safety data sheets must be supplied without being asked. The delivery note must indicate the classification of the hazardous goods or the declaration “Does not contain hazardous goods“, respectively. unless agreed to the contrary the CE symbol and the GS symbol must be visibly shown on the delivery; the declaration of conformity as well as the hazard analysis report must be supplied with the delivery.
Packaging shall be reusable packaging and made of environmentally friendly materials. Packing materials must have been manufactured without the use of CFC, must be chorine-free and chemically inactive, must be neutral for the groundwater and must not produce poisonous gases on burning. The packing materials must be marked with the recognised recycling symbols such as RESY or the material symbols such as PE. The supplier undertakes to take away his waste, packaging and so on independently and at no charge to us. If he does not comply with this agreement we will without giving any further notice dispose of the waste ourselves and charge the supplier with the costs.
7. Defect of title
The supplier warrants that his delivery is free of any rights of third parties and that his deliveries and their utilization according to the contract do not infringe any patents or other protective rights of third parties in Germany or any other country.
Our claims resulting from the liability of defect of title come under the statute of limitations within a period of three years starting from the time we become aware or - through gross negligence - fail to become aware of any breach of duty.
8. Defects in quality, Liability
The supplier is aware of the purpose of the contractual performance. He is liable for any defects that impair the fitness of the supplied performance for the designated purpose. Insofar as nothing has been agreed to the contrary, best quality materials and best execution of performance are agreed upon for the contract.
Liability, including liability for defects in quality, is governed by the provisions of the applicable law, unless otherwise agreed or otherwise provided for in these General Conditions of Purchase. The objection of delayed notice of defects or unconditional acceptance is excluded. In cases of urgency we are entitled at the cost of the supplier to replace or repair faulty parts and remedy any damage caused. In the case of replacement deliveries or repaired items, the statutory period of warranty starts again for those replaced or repaired parts.
Faults in a delivery or a performance entitle us to withdraw from all existing contractual relationships with this supplier that are connected with the regular supply of goods or the regular provision of services, provided there is an important reason for doing so. An important reason exists when there is cause for concern that faults or deficiencies of a delivery or performance could affect other deliveries or performances or could occur again in a similar way. The supplier shall take back the already supplied goods at his own cost.
Should we be held liable for a violation of official safety regulations or for other legal reasons based on German or foreign law, we are entitled, based on the principle of good faith, to demand from the supplier the reimbursement for the damage we suffered in accordance with the laws applied against us (liability principles) insofar as the supplier’s deliveries or his behaviour were defective and were the cause of the damage, unless the supplier can prove that the damage was unavoidable and unpredictable. In cases in which legal recourse is expected, we are prepared to inform the supplier about the claims asserted against us and the measures we have taken. Our claims based on Point 8 paragraph 2 become statute-barred two years after the acceptance of the delivery or performance, unless a longer period is agreed upon or applicable by law. By acknowledging the receipt of delivered goods or by accepting or approving any drawings or samples presented we do not waive our rights with regard to defects in quality or any other rights.
9. Payment
Payment is made under reserve of subsequent invoice verification
- within 14 days with 3% discount
- or within 30 days with 2% discount
- or within 90 days without deduction
at our choice by cheque, discountable bill of exchange or bank transfer.
The period allowed for payment starts only after the deliveries and the invoices have been properly and completely received by us and any collateral obligations of the supplier have been fulfilled. We are entitled to set off claims of TUI AG and its Group companies against claims of the supplier considering the value date. Place of payment is the place of performance selected by us for the mode of payment as indicated in Point 9 paragraph 1.
10. Confidentiality
The supplier shall keep secret our order as well as all the commercial and technical details relating to it. Only with our written approval the supplier may refer or draw attention to his business relationship with us.
11. Validity of contract
Should individual provisions of these conditions become invalid, this shall not affect the validity of the other provisions. The parties shall undertake to replace the invalid provisions by valid provisions that most closely meet the economic intention of the invalid ones.
12. Applicable law, place of jurisdiction
In addition to these General Conditions of Purchase the supply relationship shall solely be subject to German law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods of 11 April 1980.
Place of jurisdiction for all disputes – excluding with non-merchants –shall at our choice be either the place where the company making the order is based, Hanover, or the place from where the order was made. We may also lodge a claim at the courts which have jurisdiction for the place where your company is based, or at those courts where we are held liable by third parties for reasons connected with your deliveries, performances or other obligations.
(Status 2007)