General Terms and Conditions
Standard Terms and Conditions of Purchase and Supply of TAI Hamburg GmbH & Co. KG. (Version 07/2026)
1. Application and Scope
1.1 These Standard Terms and Conditions apply to all purchase orders, contracts and deliveries agreed between TAI Hamburg GmbH & Co. KG (hereinafter referred to as “TAI Hamburg”) and its supplier (hereinafter referred to as “Supplier”) of goods and services (hereinafter referred to as “Products” or individually as “Product”).
1.2 Any differing or supplementary Supplier terms are not binding unless explicitly accepted by TAI Hamburg. This shall also apply where TAI Hamburg accepts the delivery of Products without reservation, even though it is aware of any differing or supplementary terms and conditions on the part of the Supplier.
2. Order Acceptance and Contract Formation
2.1 Unless indicated otherwise, an order placed by TAI Hamburg can be accepted within 14 calendar days. Conditions deviating from the order set out in the order confirmation of the Supplier are only valid if explicitly agreed to by TAI Hamburg. Employees of TAI Hamburg are not be entitled to verbally agree to any deviation from the written order.
3. Delivery and Delay
3.1 Unless otherwise agreed, delivery shall be made DDP in accordance with Incoterms 2020. The risk of accidental loss and accidental deterioration shall only pass to TAI Hamburg upon delivery to the specified destination. The provisions governing the transfer of risk in the event of default of acceptance remain unaffected.
3.2 The timeliness of deliveries shall be determined by the date of receipt at the destination specified by TAI Hamburg.
3.3 The Supplier is obliged to indicate the order number specified by TAI Hamburg and all relevant item and position numbers on all shipping documents and delivery notes. In the event of missing or incorrect information, TAI Hamburg shall not be responsible for any resulting delays in processing and payment of the purchase price.
3.4 Deliveries shall be made in accordance with the agreed schedule. Delays must be communicated in writing with a justification and revised delivery date without undue delay after it becomes apparent for the Supplier that the deadlines cannot be met. Any claims for delay remain unaffected.
3.5 In the event the Supplier is in default of delivery, TAI Hamburg is entitled to demand a contractual penalty of 0.2% of the net invoice amount of the Products delivered late per day of delay, but not exceeding a total of 5% of the net invoice amount of the Products delivered late. Claims for compensation for further damage and other claims and rights to which TAI Hamburg is entitled due to delay remain unaffected. The claim for a contractual penalty shall remain valid despite unconditional acceptance of the delayed Products, provided that the reservation is declared at the latest at the time of settlement of the invoice claim – in the case of contractually agreed partial payments, by the time of payment of the final instalment.
4. Prices and terms of payment
4.1 If delivery of goods is owed, the price includes delivery DDP in accordance with Incoterms 2020.
4.2 The start of the payment periods requires proper invoicing, stating the order number specified in the order from TAI Hamburg. If acceptance is required, the aforementioned period shall commence after receipt of the invoice and acceptance.
4.3 TAI Hamburg is entitled to set-off and retention rights according to statutory law without restrictions.
5. Intellectual Property
5.1 Any intellectual property created as part of the order shall be owned by TAI Hamburg unless otherwise agreed.
5.2 The Supplier may not use TAI Hamburg’s name, logo or project-related information for any public purpose without written permission.
6. Quality Requirements
6.1 Quality Management Requirements. Quality Requirements
6.1.1 The Supplier undertakes to maintain a certified quality management system (QMS) such as EN/AS 9100, ISO 9001 or an equivalent or any other QMS specified in the order and to strictly comply with the requirements resulting thereof.
6.2 Counterfeit Parts Prevention
6.2.1 The Supplier shall implement and maintain a robust counterfeit parts prevention pro-gram. This program must ensure that parts are procured exclusively from Original Component Manufacturers (OCMs) or their authorized distributors, with full traceability maintained.
6.2.2 Any suspect or confirmed counterfeit parts are prohibited from inclusion in any deliverable and must be immediately quarantined and reported to TAI Hamburg.
6.3 Product Safety
6.3.1 Products must conform to specification, be free from defects and accompanied by complete documentation, including Certificate of Conformity, if applicable.
6.3.2 Suppliers must conduct root cause analysis in the event of non-conformities and submit root-cause analysis reports upon request.
6.3.3 The Supplier shall inform TAI Hamburg of any safety-related events, potential risks, or findings that could affect the reliability of the Products supplied without undue delay.
6.3.4 All relevant quality records must be stored securely and remain accessible for a minimum of 10 years, unless specified otherwise by contract or law.
7. Audit Rights
7.1 The Supplier grants TAI Hamburg and any third parties commissioned by it as well as public authorities the right to verify compliance with contractual obligations and relevant regulations and industry standards by means of audits. Audits shall generally be carried out during normal business hours and announced in advance with reasonable notice; by way of exception, audits may be carried out without prior notice if there is concrete suspicion of material breaches, if this is necessary for reasons of flight safety or regulatory requirements, or if required by the competent authorities. The Supplier shall provide appropriate support for the audits, grant access to relevant documents, systems and premises and make qualified personnel available.
7.2 With regard to any non-conformities identified during an audit, the Supplier shall submit an action plan to rectify these within a reasonable period and implement it without delay.
7.3 The Supplier shall also ensure that TAI Hamburg (or respectively any of the third parties referred to in clause 7.1) shall be granted the right to audit subcontractors relevant to TAI Hamburg deliveries.
8. Termination of framework agreements and other continuing contractual relationships
8.1 TAI Hamburg reserves the right to terminate framework agreements and other continuing contractual relationships with immediate effect for good cause. Good cause shall be given in particularly but not exclusively in case of non-compliance with agreed requirements or applicable statutory obligations which is not remedied within a reasonable grace period to be fixed by TAI Hamburg. Such grace period shall be dispensable if the non-compliance is not capable of remedy of if, given the seriousness of the breach or in consideration of repeated violations, an immediate termination is justified weighing both parties interests.
8.2 Upon termination, the Supplier must cease further deliveries and return all documentation and property belonging to TAI Hamburg.
8.3 Compensation will only be paid for Products delivered up to the point of termination if they meet the agreed terms.
9. Warranty
9.1 Without prejudice to further requirements under statutory law, the Supplier particularly warrants that all Products comply with the agreed specifications, are fit for the agreed purpose, are free from defects in materials and workmanship and conform to applicable legal and regulatory requirements. Section 434 (3) of the German Civil Code (BGB) remains unaffected.
9.2 Upon receipt of the goods, TAI HAMBURG is only obliged to inspect the delivery for obvious, externally visible defects (in particular recognizable transport damage, incorrect deliveries, and quantity deviations) and to give notice of such defects without undue delay after delivery. TAI HAMBURG shall report any other defects without undue delay as soon as they can be detected in the ordinary course of business. The obligation to give notice of hidden defects discovered later remains unaffected. If acceptance has been agreed, there is no obligation to inspect the goods.
9.3 The warranty period is 36 months from delivery or, if integrated into aircraft, up to 42 months from delivery. The limitation periods for warranty claims shall be suspended by a notice of defect issued by TAI Hamburg, as long as the Supplier has not rejected the claim in text form. The statutory provisions on the suspension of the limitation period and the recommencement of the limitation period shall remain unaffected.
9.4 In case of defects, TAI Hamburg shall be entitled to the statutory warranty claims without restrictions. It may particularly demand supplementary performance at its discretion either by repair or by replacement. The Supplier shall bear and compensate any expenses related thereto including but not limited to transport costs, labour and material, installation and removal costs and costs for sorting, inspection and analysis.
9.5 If the Supplier fails to provide supplementary performance within a reasonable time, TAI Hamburg may take necessary steps at the Supplier’s risk and expense.
9.6 Any further warranty rights under statutory law remain unaffected. The Supplier is fully liable for all damages caused by defective Products, unless it can prove that it is not responsible for the defect and the failure of remedy.
10. Compliance and Ethics
10.1 The Supplier undertakes to comply with all applicable laws and regulations, including environmental protection, labour laws, anti-corruption and anti-trust rules.
10.2 Any breach of compliance may lead to termination of the contractual relationship subject to the requirements set out in clause 8 or to rescission of contract subject to the statutory requirements.
11. Export Control and Customs
11.1 The Supplier is responsible for ensuring that all deliveries comply with applicable ex-port control and customs laws, including EU, Germany and US regulations (e.g., EAR, ITAR). The obligation to comply with US regulations only applies to the extent that it does not violate European law.
11.2 Required export classifications and documentation must be provided without request.
11.3 The Supplier shall indemnify TAI Hamburg against all claims resulting from violations of these obligations unless the Supplier proves that it is not responsible for such breach.
12. Force Majeure
12.1 Neither party shall be liable to the extent that it is prevented from performing its contractual obligations due to causes beyond their reasonable control which the party could not be reasonably expected to have taken into account upon conclusion of con-tract and which the party could not have reasonably avoided or overcome its effects, including natural disasters, war, strikes, pandemics or governmental actions.
12.2 The affected party must notify the other party immediately and make reasonable efforts to mitigate the effects.
12.3 The affected party shall be released from its contractual obligation for the duration of the impediment. If notice of the impediment is not given without undue delay, the party shall only be relieved from its obligations from the time such notice is received. In the event of a release of the Supplier from its obligations, TAI Hamburg shall not be obliged to make further payment for the suspended supplies and services either.
12.4 If the situation persists beyond 60 days, the unaffected party may terminate the agreement. In that case any payments already received by the Supplier for supplies and services not delivered shall be reimbursed without undue delay.
13. Product and producer liability – Indemnification – Liability insurance coverage
13.1 The Supplier is obliged to indemnify TAI HAMBURG against claims for damages by third parties for personal injury or property damage based on a defect in the Product delivered by the Supplier within the Supplier's sphere of control and organization and for which the Supplier is liable vis-à-vis third parties.
13.2 Within the scope of its liability within the meaning of Section 13.1, the Supplier is also obliged to reimburse any expenses arising from or in connection with a recall carried out by TAI HAMBURG. TAI HAMBURG shall inform the Supplier of the content and scope of the recall measures to be carried out, as far as possible and reasonable, and give the Supplier the opportunity to comment. Other legal claims remain unaffected.
13.3 The Supplier undertakes to maintain product liability insurance with a coverage amount of EUR 10 million per personal injury/property damage, including recall costs. If TAI HAMBURG is entitled to further claims for damages, these shall remain unaffected. The Supplier is obliged to provide proof of insurance to TAI HAMBURG upon request.
14. Confidentiality
14.1 All technical, commercial or strategic information provided by TAI Hamburg and other information relating to TAI HAMBURG's business operations that become known to it through the business relationship which is either marked as confidential or in which there is a legitimate interest in confidentiality, including specifications, methods, or formulas (hereinafter collectively referred to as "Confidential Information") shall be treated strictly confidential by the Supplier. The Supplier shall use such information exclusively for the purpose of fulfilling the contract concluded with TAI HAMBURG. Confidential Information shall be kept secure and shall not be disclosed to third parties
in any form, whether oral, written, or otherwise, without the express prior written consent of TAI HAMBURG. Third parties within the meaning of this clause also include companies affiliated with the Supplier within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG). The requirement for consent does not apply to the disclosure of information to consultants who are professionally bound to secrecy.
14.2 The Supplier shall only disclose Confidential Information to those employees who need to know it in order to perform the contract concluded between the parties and shall limit the disclosure to the extent necessary for this purpose. The Supplier is only entitled to disclose such information if the employees have been bound to confidentiality to the same extent as the Supplier. Upon request, proof of this must be provided to TAI HAMBURG.
14.3 The requirements specified in section 14.2 apply accordingly to disclosure to sub-contractors and subsuppliers.
14.4 There is no confidentiality obligation if and to the extent that the information obtained
14.5 a) has become generally known or publicly available without violating this confidentiality clause;
14.6 b) was already in the possession of the Supplier at the time of disclosure without violating confidentiality obligations, or if the Supplier lawfully obtained it from a third party after disclosure without the third party violating confidentiality obligations;
14.7 c) was developed by the Supplier without using the confidential information
14.8 or
14.9 d) must be disclosed due to legal regulations or an official or judicial order.
14.10 The burden of proof for the existence of one of these exceptions shall be borne by the Supplier. In the case of Section 14.4 d), the Supplier is obliged to inform TAI HAM-BURG in advance of the disclosure and to limit the disclosure to the absolutely necessary extent.
14.11 The confidentiality obligation shall continue to apply for a period of a further five (5) years after the contract has been fulfilled or terminated.
14.12 Subject to statutory retention obligations, the Supplier is obliged, at the request of TAI HAMBURG, to return or verifiably destroy all documents and materials containing confidential information, regardless of whether these were provided in written, electronic, or other form, at the discretion of TAI HAMBURG. The destruction of the Confidential Information must be carried out in the most secure manner possible according to the current state of technology, insofar as this is possible and reasonable for the Supplier. This does not apply to automatically generated backups, whereby the Supplier undertakes not to access these and to continue to keep the information confidential in accordance with the above provisions.
15. Governing Law and Jurisdiction
15.1 These Terms and Conditions shall be governed by the laws of the Federal Republic of Germany excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
15.2 The exclusive place of jurisdiction shall be Hamburg, Germany.
16. Language and Contract Version
16.1 The contractual language is English.
16.2 In case of discrepancies between different language versions, the English version shall prevail.