Standard Terms & Conditions of Purchase for Suppliers by Meininger Group

Standard Terms & Condition of Purchase by Meininger Group¹ (also referred to as “our”, “us” throughout the document)

1.1. Our Standard Terms and Conditions of Purchase (“Purchase Terms”) as published at Welcome to Our Supplier Portal! form an integral part of all our orders and contracts. 

1.2. The Purchase Terms shall apply exclusively, even if the Vendor refers to its own terms in quotations, confirmations, or deliveries. Any such terms shall not become part of this contract, unless expressly accepted in writing by us. 

1.3. The Vendor acknowledges that it had a reasonable opportunity to review the Purchase Terms prior to contract conclusion. 

1.4. Our Standard Conditions of Purchase shall apply to any present and future supplies and services, including any processing made by Vendor. They shall apply to any follow-up business with Vendor even if not expressly referred to in the individual case. 

1.5. No Vendor terms and conditions that are inconsistent with or differ from our Standard Conditions of Purchase will be accepted unless we so expressly confirm in writing. Our Standard Conditions of Purchase shall apply even if we accept a shipment of Vendor without any reservation regardless of us being aware of any Vendor terms and conditions that are inconsistent with or differ from our Standard Conditions of Purchase. 

1.6. Any agreements between Vendor, including, without limitation, any collateral agreements as well as any amendment of a given agreement and us shall be made in writing. 

1.7. No claim Vendor may have against us may be assigned unless with our express and prior consent. 

1.8. Vendor is advised that we will store its data. Vendor's data will be processed in compliance with the General Data Protection Regulation (Regulation (EU) 2016/679). 

1.9. In the event that any provision of these Standard Conditions of Purchase should be ineffective, this shall not affect the validity of the remainder hereof. 

1.10. Any ineffective provision shall be replaced with the provision customarily used in the trade in this case; absent such provision, the provision prescribed by the law shall be used. 

1.11. No provision of these Purchase Terms  shall be interpreted to override mandatory laws applicable at the place of delivery or performance. 

1.12. These Purchase Terms may be amended or updated from time to time without notice with immediate effect. The applicable version shall be the one in effect at the time the Purchase Order is issued, unless otherwise agreed in writing.

_{¹The MEININGER Group includes all existing MEININGER entities in operation, as well as hotels currently in the pipeline, under MEININGER Hotels Ltd. These include, among others, the locations that are part of MEININGER Holding GmbH and MEININGER Hotel Europe Ltd.}

2.1. Vendor agrees to accept our purchase orders in writing immediately upon receiving the same but not later than within three (3) working days (exclusive of Saturday and Sunday) (email confirmation shall be sufficient). 

2.2. If Vendor accepts a purchase order subject to any extension, restriction or any other amendment, no contract shall be brought about unless we so confirm to Vendor in writing within a period of five (5) working days from receiving Vendor's acceptance of order. 

2.3. Vendor shall identify our purchase order number on every document, including, without limitation, on any acceptance of order, invoice, shipping document, bill of delivery, test report, voucher, and certificate. Responsibility for any consequences (delays, misrouting or returns, etc.) caused by Vendor failing to so identify our purchase order number shall rest on Vendor. 

2.4. In addition, Vendor shall specify on the packaging of any shipment any product number of ours that may be identified on our purchase orders. If a shipment consists of several units or parcels, then the article number shall be identified on every package. Responsibility for any consequences (delays, misrouting or returns, etc.) caused by Vendor failing to so identify our article numbers shall rest on Vendor. 

2.5. The identification duties set forth in Sections 2 and 3 shall apply accordingly to any other shipment identification we may require in a purchase order. 

2.6. Any title and copyright to illustrations, drawings, calculations and other supporting documents shall be reserved. Illustrations, drawings, calculations and other supporting documents may be used only for manufacturing to our order. Such material must be returned to us once an order has been processed.

3.1. Prices set forth in our purchase orders shall be binding. Absent any written agreement to the contrary, such prices shall include shipping costs as set forth in § 4 Section 7 below. 

3.2. Prices shall be inclusive of VAT at the rate prescribed by the local law of Vendor's place of business. 

3.3. Unless otherwise agreed, we will pay the purchase price within a period of 14 days from delivery and receipt of invoice subject to a 3% discount, or net within 30 days from delivery and receipt of invoice. 

3.4. Basically, samples shall be sent free of charge, provided that we return the same to Vendor not later than within 10 weeks from receipt. Whether that 10-week period has been observed shall be determined on the basis of the date we dispatch the samples to return the same

3.5. We may set off claims and retain funds within the scope allowed by the law. In case of a defective delivery we may in addition reject payment of three times the amount required to eliminate the defect. 

3.6. Payment does not imply acceptance of any Vendor terms and conditions or rates. Time of payment shall prejudice neither Vendor's liability for defects nor our right to notify a defect.

4.1. The delivery date or performance term set forth in a purchase order shall be binding. A delivery date or performance term shall not be deemed observed unless it is executed in a full and timely manner at the place of receipt specified in the purchase order. 

4.2. Where Vendor has agreed to provide certificates of origin or technical certificates in addition to the goods, these shall be provided within the agreed term of delivery as well. Provision of such certificates by Vendor shall be of the essence. 

4.3. Vendor agrees to notify us without delay of any circumstances or threatening circumstances Vendor gets aware of and due to which a date of delivery or performance cannot be met. 

4.4. In case of delay, we may charge for each full week of delay a penalty in an amount equal to 1% of the order value, as a maximum, however, 5% of the order value. We agree to make any reservation to charge a penalty not later than upon paying the invoice which immediately follows the delayed delivery or performance. 

4.5. We expressly reserve the right to claim further damages on the basis of delay, and any penalty due shall be charged against such further damages. Vendor acknowledges and agrees that as an hotel, we are widely dependent on on-time delivery and performance. We shall not be obligated to accept delivery or performance before or after the agreed date of delivery/performance. In case of early acceptance, the agreed date of delivery/performance shall still be used to determine the date on which Vendor's payment claim falls due. 

4.6. Unless otherwise agreed in writing, delivery shall be free domicile, including insurance, customs duties, and packaging. The place of delivery and performance shall be the place of receipt we routinely designate. For shipments; absent any designation, this shall be our place of business or, if a purchase order is made by a subsidiary , the place of business of the ordering subsidiary . 

4.7. Any packaging may be returned to Vendor at Vendor's risk and expense.

5.1. The goods shall be subject to the quality requirements specified or referred to in a given purchase order. The goods must comply with any foreign and domestic legal provisions applicable from time to time, any pertinent rules and regulations, as well as any documents that are in support of an order, such as drawings or descriptions, samples, specifications, or conditions of acceptance. 

5.2. All goods must comply with the latest state of safety regulations and, when delivered, must have passed official acceptance tests and been approved for the intended purpose. 

5.3. If so agreed, deliveries must include certificates of origin or technical certificates. 

5.4. The services shall be performed in accordance with the quality standards specified or referenced in the applicable purchase order. The services must comply with all applicable domestic and foreign laws and regulations in effect from time to time, as well as any relevant rules, guidelines, or supporting documentation associated with the order, including but not limited to statements of work, service descriptions, specifications, acceptance criteria, and any referenced standards or procedures. 

5.5. All services must be performed in compliance with the latest applicable safety regulations and standards. Prior to completion or acceptance, the services must have met any required official inspections or certifications and be deemed fit for their intended purpose.

6.1. The Vendor shall be able to proof that child labour or forced labour, as defined in the UN Convention on Human rights, do not take place in the production facilities or among subcontractors/Vendors. 

6.2. The Vendor should not use any of the following materials: asbestos, arsenic, cadmium, chromium compounds, CFC’s, cyanides, DDT, halons and PCB’s, without our permission, and should strive to use chemicals with low toxicity and high biodegradability. 

6.3. No staff should be discriminated due to membership in unions, or due to gender, colour, origin, religion, age, or pregnancy. Staff shall be treated with respect and in accordance with local legislation. The Vendor’s working environment should be safe, secure and healthy. 

6.4. The Vendor shall have a program in place to continuously reduce negative environmental impacts.

7.1. The Parties state that they perform their activities in accordance with the applicable anti-bribery conventions and legislation, notably the provisions of the local criminal code relating to bribery and other instances of corruption. 

7.2. The Parties represent that, in conducting the pre-contractual negotiations of the Contract, they did not offer, give or undertake to offer or give anyone any payment, gift or advantage of any kind likely to constitute an act of bribery or solicit or accept the same from anyone, directly or indirectly. Furthermore, the Parties represent they have taken all the measures necessary to ensure their employees and any other persons acting on their behalf do not engage in such acts. 

7.3. The Parties undertake that in performing the Contract they shall not offer, give or undertake to offer or give anyone any payment, gift or advantage of any kind likely to constitute an act of bribery or solicit or accept the same from anyone, directly or indirectly. Furthermore, the Parties undertake to take all the measures necessary to ensure their employees and any other persons acting on their behalf do not engage in such acts. 

7.4. The Parties undertake to implement appropriate internal controls to prevent and detect any act of bribery. The Parties undertake that their accounts relating to the Contract accurately reflect all the transactions carried out in performing the Contract.

The Vendor represents and warrants that [at the date of this agreement] neither the Vendor nor any of its officers or employees has been convicted of any offence involving slavery and human trafficking, in accordance with s.54 of the Modern Slavery Act 2015 (the ‘MSA’). The Vendor shall notify the Customer as soon as it becomes aware of any breach, or potential breach of the MSA; or any actual or suspected slavery or human trafficking in a supply chain which has a connection with this agreement. The Vendor shall implement due diligence procedures for its own Vendors, subcontractors and other participants in its supply chains, to ensure that there is no slavery or human trafficking in its supply chains. The Vendor shall implement a system of regular training for its employees and other members of its supply chain to ensure compliance with the MSA and shall make a copy of the training record available to the Customer, on request.

9.1. The cost of any acceptance test or any inspection required by contract or by the authorities shall be borne by Vendor. Vendor shall inform us of acceptance test dates at no less than two weeks' notice. 

9.2. We agree to inspect consignments within a reasonable period of time to check them for any deviation from the agreed quality. Any apparent defect shall in any event be deemed notified if our notice is dispatched to Vendor within ten days from receipt of the consignment. A hidden defect shall in any event have been notified in time if our notice to Vendor is dispatched within ten days from our detecting the hidden defect. 

9.3. If a delivery or performance is defective, we may fully exercise any legal claim arising from such defective delivery. 

9.4. Defects may be notified subject to a period of limitation of not less than 24 months from delivery of the goods; any statutory periods that are in excess of this 24-month time period shall remain unaffected. 

9.5. The period of limitation shall be suspended from a defect being notified and shall not continue until Vendor expressly refuses subsequent performance. The period of limitation shall start anew if Vendor does render subsequent performance. If a product contains a defective component, the period of limitation shall be suspended or restarted only for the defective component as well as any components functionally associated with the defective component if the latter is likely to adversely affect any associated component.

10.1. Vendor represents and warrants that no proprietary third party rights will be violated in connection with Vendor delivering any goods. 

10.2. If a third party does raise a claim against us based on the violation of proprietary rights, then Vendor shall hold us harmless against such third party claim on first demand. Vendor's indemnity duty shall include any expenses we necessarily incur due to or in connection with a third party raising against us a claim based on the violation of its proprietary rights. 

10.3. We may enter into settlements with third parties so injured; Vendor's indemnity duty shall remain unaffected as long as a compromise is commercially reasonable and adequate. 

10.4. On request, Vendor shall advise us of any use of published or non-published, owned or licensed, proprietary rights and related applications in respect of any item included in a delivery.

11.1. Any broadening or extension of Vendor's reservation of title shall be excluded. 

11.2. We retain title to any source material we may furnish to Vendor. Any processing or transforming work made by Vendor shall be made for us. If any source material we may furnish to Vendor is irrevocably mixed or combined with any other things we do not own such that our source material becomes an integral part of an overall thing, we shall obtain joint ownership to such new thing in accordance with the ratio between the value of our source material and such other thing as given on such mixing or combing. If our source material is mixed or combined such that the thing created by Vendor is considered the main thing, it is agreed that Vendor shall confer on us joint ownership on a pro-rata basis. Vendor's proposal for the transfer of joint ownership shall be expressly subject to our acceptance. Vendor shall keep such thing for us under sole or joint ownership. 

11.3. We retain title to any tools we may furnish to Vendor, and Vendor agrees to use such tools only to manufacture goods we have ordered. Vendor, at Vendor's expense, shall carry out in a timely manner any maintenance and inspection work that may be required. Disruptions, if any, shall be promptly notified to us. 

11.4. Vendor undertakes to insure at Vendor's expense any source material and tools we may furnish to Vendor, against any loss caused by fire, water or theft. 

11.5. Vendor agrees to provide us not later than at the end of the first week of January of each year with a list of any furnished source material and tools in its possession as of 31 December of the preceding year.

12.1. Confidential Information” shall mean: all financial, corporate and/or business information as well as business plan and all business opportunities related to the disclosing party and its subsidiaries. 

12.2. The receiving party may use and disclose the Confidential Information solely as necessary to perform its obligations under this Purchase Terms  with the disclosing party. The receiving party shall maintain the confidentiality of such information with at least the same level of care it uses to protect its own confidential information, and in no event less than a reasonable standard of care. Upon request, the receiving party shall return or destroy all Confidential Information provided by the disclosing party. The receiving party shall promptly notify the disclosing party of any unauthorized access, use, or disclosure, and shall reasonably cooperate with the disclosing party to mitigate harm and recover the information. 

12.3. The confidentiality obligations set forth herein, excluding the receiving party obligation not to circumvent, shall not apply to any portion of the Confidential Information that the receiving party can demonstrate: (i) was lawfully obtained from a third party without restriction and without breach of any obligation to the disclosing party; (ii) is or becomes publicly available through no act or omission of the receiving party; (iii) was independently developed by the receiving party without reference to the Confidential Information; or (iv) is required to be disclosed by applicable law, regulation, or court order, provided that the receiving party uses best efforts to limit the scope and extent of such disclosure and provides prompt notice to the disclosing party where legally permissible. 

12.4. Neither party shall disclose any part of a purchase agreement or any other kind of related communications to any third party without the prior written consent of the other party. 

12.5. All confidentiality obligations under this clause shall survive the termination or expiration of any purchase arrangement to which these Purchase Terms apply, regardless of the reason for termination.

13.1. In case of disputes, conflicts and claims, which cannot be settled amicably, the competent court at the place where our place of business is located shall have jurisdiction, unless explicitly agreed otherwise between the parties. Claims of us against Vendor may be submitted at the competent courts of the Vendor’s place of business. Claims of us against a Vendor with a registered business address may be brought to the competent courts of Berlin, Germany, where the our headquarters are located. 

13.2. All legal relations with Vendor shall be governed exclusively by law of our place of business to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). 

13.3. In addition, the INCOTERMS as amended from time to time shall apply.

14.1. If any provision of these Purchase Terms is held by any competent authority or court to be invalid, illegal, or unenforceable in whole or in part   the validity of the remaining provisions of this Purchase Terms and the remainder of the provision in question shall remain unaffected.

_{Berlin, September 2025}