“Buyer” means the TUI AG group company and/or any of its direct or indirect subsidiary companies as detailed in the Purchase Order. TUI AG is a company registered in Germany (Berlin/Hanover) with company number HRB 6580, registered office Karl-Wiechert-Allee-4, 30625 Hanover, Germany.

“Delivery Address” means the address for delivery of the Goods specified by the Buyer.

“Goods” means any goods agreed to be bought by the Buyer from the Seller (including any parts or part of them) under the Purchase Order.

“Price” means the Price(s) agreed to be paid for the Goods and/or Services.

“Purchase Order” means the Purchase Order which refers to these Terms.

“Purchase Order Number” means the Purchase Order Number stated on the Purchase Order by the Buyer.

“Seller” means the person to whom the Purchase Order is addressed.

“Services” means the services to be provided by the Seller as set out in the Purchase Order and the Seller’s obligations under the Purchase Order.

“Terms” means these terms and conditions of purchase and includes the Purchase Order.

“VAT” means Value Added Tax chargeable under English Law for the time being and any other similar additional tax.

The Buyer hereby orders the Goods and/or Services specified in the Purchase Order from the Seller on these Terms. These Terms are the only terms upon which the Buyer will contract with the Seller to the exclusion of all other terms or conditions and shall prevail over any inconsistent or contained terms in the Seller’s quotation, proposal or invoice supplied by the Seller unless such terms or conditions are expressly agreed to by the Buyer in writing.

3.1. The Seller shall provide the Goods on or from the date set out in the Purchase Order in accordance with the Terms set out in the Purchase Order and any accompanying documents.

3.2. As the Goods are of a description which is in the course of the Seller’s business to supply, the Seller undertakes, warrants and agrees that:-

(a) the Goods will be of appropriate design, quality and workmanship, fit for their purpose and free from charge or lien; and

(b) it will promptly inspect any specifications and drawings set out or referred to in the Purchase Order and any instructions given by the Buyer and if it finds therein any error or irregularity or departure from the best practices adopted in the trade relating to the Goods in question, it will immediately give written notice thereof to the Buyer to enable the Buyer to issue new instructions; and

(c) it shall use its best endeavours to provide the Goods in accordance with the Buyer’s order or any variation of such order and if the Seller is unable to provide the Goods for any reason, it will immediately inform the Buyer which shall be without prejudice to the Buyer’s rights; and

(d) the workmanship, materials, goods and/or services used to supply the Goods will be of a quality and standard fit and proper for the purposes for which the Goods are supplied and/or designed.

4.1. All Goods must be delivered in full, carriage paid to the Delivery Address with an applicable delivery note until which time the Goods will be at the Seller’s risk.

4.2. Packaging materials will not be paid for by the Buyer except by written agreement or when included in the Price specified in the Purchase Order.

4.3. Time for delivery is of the essence. The Buyer shall be entitled to cancel or vary the whole or any part of the Purchase Order or choose a remedy if the Goods are not delivered to the Delivery Address on or before the delivery date specified by the Buyer.

4.4. Without prejudice to the Buyer’s right and the Seller’s liability hereunder, the Seller will notify the Buyer in writing immediately it becomes aware of any circumstances the likely result of which is that delivery of the Goods will be prevented or delayed.

4.5. The Buyer reserves the right to suspend, reduce or delay deliveries during any period in which the Buyer is prevented, delayed or hindered from accepting delivery due to circumstances beyond its reasonable control including, but not limited to, Government action, strikes and lockouts.

4.6. If required by the Buyer, the Seller will submit samples for approval. Where Goods are being manufactured to the Buyer’s specification, the bulk of the work must not be started until the Buyer has given written approval of the samples provided by the Seller.

5.1. Delivery means when the Goods have been off-loaded at the Delivery Address with the Buyer’s consent.

5.2. Property in the Goods will pass to the Buyer when it has accepted delivery of them at the Delivery Address.

5.3. Risk in the Goods will pass to the Buyer when it has accepted delivery of them at the Delivery Address; this condition is without prejudice to any other term of the Purchase Order which may affect the passing of risk in the Goods.

5.4. The Buyer shall not be deemed to have accepted the Goods until it has had 60 days to inspect them following delivery. Goods supplied in excess of quantities specified will not be paid for unless the Buyer notifies the Seller in writing of its intention to accept the same.

5.5. The Buyer shall have the right to reject the Goods as though they had not been accepted if the Goods supplied are less than the quantities specified and/or are not to its satisfaction or do not comply exactly with any drawings, specifications or instructions supplied or given, or with any sample produced by the Seller and approved by the Buyer.

5.6. Where the Goods are not unpacked by the Buyer within 60 days of delivery, the Buyer may reject the Goods within 30 days of the Goods being unpacked.

5.7. Any Goods delivered which are not accepted by the Buyer will remain at the Seller’s own risk and expense. The Buyer may (without any obligation on its part) at any time, at the Seller’s own risk and expense:-

(a) return the Goods to the Seller; or

(b) require the Seller to collect the Goods.

6.1. The Seller shall provide the Services on or from the date set out in the Purchase Order in accordance with the Terms set out in the Purchase Order and any accompanying documents.

6.2. The Seller warrants, undertakes and agrees that:-

(a) it will perform the Services in a timely, professional and workmanlike manner, with all reasonable care and skill and with a degree of skill and care in accordance with generally recognised commercial practices in the industry for similar services;

(b) the Services will comply with all descriptions and specifications;

(c) the Services will be provided in accordance with all applicable legislation from time to time in force and the Seller will inform the Buyer as soon as it becomes aware of any changes in that legislation;

(d) it shall obtain all necessary consents, permissions and clearances in order to provide the Services; and

(e) it shall use its best endeavours to provide the Services in accordance with the Buyer’s order or any variation of such order and if the Seller is unable to provide the Services for any reason, it will immediately inform the Buyer which shall be without prejudice to the Buyer’s rights.

7.1. Without prejudice to the Buyer’s rights under any condition, warranty or other term implied herein by statute or common law or under any term of the Purchase Order, the Seller will be liable to the Buyer for and will fully indemnify the Buyer against all liability, claims, costs, demands, expenses (including reasonable legal expenses) proceedings, loss or damage made against or suffered by the Buyer and caused by the Seller’s misrepresentation, negligence, breach of contract or for any defect in any Goods and/or Services supplied by the Seller (whether or not the same are reasonably apparent) or arising directly or indirectly out of any breach by the Seller of these Terms.

7.2. The Seller warrants that the Services and/or the Goods and parts of the Services and/or the Goods not of the Buyer’s design do not infringe any third party copyright, patent, trade mark, registered design or any intellectual property like protection or the provisions of any statute, statutory instrument or regulation for the time being in force and the Seller will fully indemnify the Buyer and hold the Buyer harmless in respect of all liability, claims, costs, demands, expenses (including reasonable legal expenses), proceedings, loss or damage whatsoever made against or suffered by the Buyer and arising out of or in relation to such matters.

8.1. The Seller shall observe and comply with the provisions of the Buyer’s health and safety rules, requirements and regulations as well as appropriate local health and safety regulations, as amended from time to time, so far as is applicable.

8.2. The Seller will fully indemnify the Buyer against all costs, liability, claims, demands, expenses (including reasonable legal expenses) proceedings, loss or damage made against or suffered by the Buyer or any of its employees or sub-contractors as a result of non-observance or non-compliance.

9.1. The Price is fixed as set out in the Purchase Order and will not be subject to variation.

9.2. The Price includes delivery to the Delivery Address.

9.3. All sums payable under the Purchase Order shall be exclusive of VAT and other duties or taxes. Any VAT or other duties or taxes which may be payable in respect of such sums shall be payable in addition to such sums.

9.4. Where the Goods are to be delivered from overseas, it shall be the responsibility of the Seller to obtain all necessary import or customs licences and to take steps to expedite necessary customs clearances (including payment of duties and taxes using its own import agents, hauliers and VAT deferment number) and the Seller shall fully indemnify the Buyer against all loss, damage and expense suffered by it as a result of the Seller’s failure to comply with this obligation.

9.5. Invoices shall be submitted by the Seller in accordance with the Purchase Order and payment will be made by the Buyer against invoices within 60 days from receipt of the invoice.

9.6. All invoices will quote the Purchase Order Number, the date of delivery and the Delivery Address and, if required, be accompanied by relevant Seller time sheets evidencing time spent. The Buyer reserves the right to withhold any payments in so far as the Goods and/or Services have not been supplied to the satisfaction of the Buyer.

10.1. All drawings, specifications, patterns, tools, free issue materials and other documents or items supplied by the Buyer will remain the Buyer’s property and will be returned to the Buyer immediately upon request. All such drawings etc. and the Terms of the Purchase Order shall be treated by the Seller as confidential and shall not be communicated to any other person or used by the Seller for any purpose other than in conjunction with the Purchase Order. All free issue materials and equipment supplied by the Buyer will be comprehensively insured to full replacement value by the Seller with a reputable insurance company against loss and damage whilst in the Seller’s possession and the Buyer shall be named as an additional assured on the policy or policies of insurance.

10.2. Goods manufactured by the Seller to the Buyer’s design or based upon it must not be sold, hired or otherwise disposed of to any other person without the Buyer’s prior written consent and the Seller must refer all enquiries received for such Goods to the Buyer. At all times, the intellectual property rights in all drawings, specifications, patterns, designs etc. supplied by the Buyer vests with the Buyer.

11.1. In addition to any rights the Buyer may possess at law to terminate the Purchase Order, it may terminate the Purchase Order forthwith by giving written notice to the Seller if:-

(a) the Seller has failed to perform or observe any of its duties and obligations within 14 days of the Buyer serving written notice requiring such performance or observance; or

(b) the Seller has become subject to bankruptcy laws or has made an arrangement or composition with its creditors or otherwise taken the benefit of any act for the time being in force for the relief of insolvent debtors or has suffered or allowed any execution whether legal or equitable to be levied on its property or obtained against it or has entered into liquidation or has had a receiver or administrator appointed of its undertaking or any part thereof.

11.2. The termination of the Purchase Order in any way whatsoever will be without prejudice to the rights, obligations and liabilities of the Buyer accrued prior to termination.

11.3. If the Goods and/or Services are not supplied in accordance with these Terms or the Seller fails to comply with these Terms the Buyer may:-

(a) reject the Goods and/or Services (in whole or in part) on the basis that a full refund shall be paid by the Seller;

(b) require the Seller to remedy any defect or carry out any work at the Seller’s own expense to make the Goods and/or Services comply with the Terms or to supply replacement Goods and/or Services;

(c) refuse any further deliveries of Goods or performance of Services;

(d) claim damages.

12.1. The Buyer’s maximum liability to the Seller shall be limited to the amount paid by the Buyer for the relevant Goods and/or Services. The Buyer shall not be liable for any consequential or indirect loss, loss of profits, revenue or anticipated revenue or business arising from a breach of these Terms.

12.2. No restrictions or limits in these Terms will restrict either the Seller’s or the Buyer’s liability for death or personal injury resulting from their negligence or fraud.

13.1. The Seller shall not be permitted without the prior written consent of the Buyer to assign, transfer or sub-contract its rights or obligations (or any part of them) under these Terms.

13.2. The Buyer may, without the Seller’s consent, assign, transfer or sub-contract any of its rights or obligations under these Terms in whole or any part of it to any person, firm or company.

Neither party shall be liable to the other for any delay or non-performance of its obligations under these Terms arising from any cause(s) entirely beyond its control (provided it has not acted negligently) including, without limitation, act of God, governmental act, war, fire, flood, explosion or civil commotion. The party claiming use of this clause shall promptly notify the other party in writing, unless such event is so obvious that it is, or should reasonably be, well known to the travel industry, that the performance of that party’s obligations shall be suspended for as long as the said circumstances persist and such party shall be granted an extension of term for performance provided:-

(a) any costs arising from such delay shall be borne by the party incurring the same;

(b) either party may, if such delay continues for 14 days, terminate these Terms forthwith on giving notice in writing to the other in which event neither party shall be liable by reason of such termination; and

(c) both parties will use all reasonable endeavours to mitigate the impact of any event of force majeure and to recommence performance of their obligations under these Terms as soon as reasonably possible.

15.1. The Buyer will be entitled to set off against, deduct or withhold from any payment due to the Seller under these Terms any sum to which it reasonably considers it is entitled from the Seller as a result of a breach of any of these Terms by the Seller or a breach of any other contract between the Seller and the Buyer whether the sum is of a liquidated nature or not, the Buyer’s rights under this clause being without prejudice to any other method of recovery open to the Buyer in respect of the sums due or alleged to be due from the Seller.

15.2. Failure by the Buyer to enforce any of these Terms will not be construed as a waiver of any of its rights under these Terms.

15.3. The parties do not intend that these Terms shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any other person or company except that members of the Buyer’s group of companies may enforce any benefits granted to them.

15.4. The Seller acknowledges that remedies at law may be inadequate to the Buyer following breach of these Terms and without prejudice to rights and remedies available to the Buyer, the Buyer may be granted injunctive relief without proof of actual damages. The Seller waives its right to injunctive relief in relation to these Terms.

The Buyer takes a zero-tolerance approach to bribery and corruption. The Seller warrants that it does and shall comply with, and its employees, contractors, agents or subsidiaries do and shall comply with the Buyer’s Policy on Procedures for Prevention of Bribery and Corruption available at www.tuigroup.com, and all applicable local and international anti-corruption legislation and related procedures and codes from time to time in force, including, but not limited to, the United States of America Foreign Corrupt Practices Act 1977 and the United Kingdom Bribery Act 2010. The Seller shall provide supporting evidence of such compliance as the Buyer shall reasonably request. Violation of this clause by the Seller shall be a material breach and may result in the immediate termination of these Terms and/or legal action. This does not affect any other Buyer termination rights. The Seller shall indemnify and keep indemnified the Buyer in respect of any costs, claims, demands, damages and expenses (including reasonable legal expenses) incurred as a result of a breach of this obligation.

The Seller is required to comply with the Buyer’s Supplier Code of Conduct, as published here and updated from time to time.

This Code sets out the standard of ethical conduct, values and principles the Buyer requires. The Seller is to adhere to it when dealing respectively with employees, agents, suppliers, other third parties and customers on the Buyer’s behalf.

The Buyer is entitled to request the necessary data and information from the Seller for implementing this Code and for ensuring its own due diligence at any time. This includes, but is not limited to, requesting the Seller to complete a self-assessment or disclose relevant policies or procedures. The Buyer reserves the right to verify compliance of the Seller with this Code. Especially, it may regularly, at least two times per calendar year without reason, and additionally in case of incidents, conduct on-site audits itself and/or order third party audits during the regular opening hours of the Seller. The audits will be announced upfront within a reasonable period of time. In case of an incident or alleged breach of this Code, under consideration of the severity of the violation, the audit may be made without prior announcement. Also, if the requested data and information is only available at sub-supplier level, the Buyer is entitled to influence the Seller to request the relevant data from the sub-supplier. The Seller should review both its own operations and the operations of supply chain partners to verify and ensure compliance with this Code.

The Seller is obliged to immediately report to the Buyer any suspected violations of this Code both within its own business and within the business activities of its supply chain. The Buyer is allowed to request additional information related to the incident. The notification must be made in compliance with the legitimate interests of the Seller or its sub-supplier as well as in consideration of the rights of its workers, notably data privacy and the protection of trade secrets. The Seller must work closely with the Buyer to gain sufficient information and understand the situation.

In case of a violation, the Seller must cooperate with the Buyer and follow the process defined by the Buyer to prevent, end or, if preventing or ending are not immediately possible because of the underlying root causes beyond the reasonable control of the Seller, mitigate the violation as soon as possible.

In cases of severe or repeated breaches of the requirements that the Seller does not sufficiently address, the Buyer reserves the right to suspend or terminate the business relationship and any agreements with the Seller. The degree of fault of the Seller is taken into account. Before termination, the Buyer will inform the Seller of its intention and will give the Seller a reasonable period of time to remedy or, if not possible in a reasonable period of time, to minimise the breach of the requirements. If the violation occurs because of intent or serious negligence of the Seller and the Buyer, under consideration of all circumstances, cannot reasonably be expected to continue the business relationship, it can terminate the business relationship without prior notice.

The formation, interpretation and operation of these Terms will be subject to English Law and the parties submit to the exclusive jurisdiction of the English and Welsh courts.