GENERAL TERMS AND CONDITIONS OF PURCHASE (GTP)
VERSION: 06/2026
1 Scope of application
All purchase orders (deliveries of goods and provision of services) of BUYUK TASH YOL TRADING - FZCO (“BTYT”) shall be governed exclusively by these General Terms and Conditions of Purchase (“GTP”).
These GTP shall also apply to all future purchase orders of BTYT.
BTYT does not accept any supplier’s general terms and conditions that differ from these GTP or provisions of applicable law, nor any additional provisions contained in supplier’s terms and conditions, except where BTYT has expressly given its prior written consent to the application of such supplier’s general terms and conditions.
The supplier’s general terms and conditions shall not become part of the agreement between BTYT and the supplier, even if BTYT, despite being aware of differing or conflicting supplier terms and conditions, accepts delivered goods, accepts provided services or makes payment for such deliveries or services.
2 Offer and conclusion of contract
2.1 All orders, agreements and amendments shall only be binding if placed or confirmed by BTYT in writing.
All correspondence shall be conducted with the procurement department of BTYT.
2.2 Orders placed by BTYT without specifying a deadline for acceptance may only be accepted by the supplier within fourteen (14) days from the date of the order.
2.3 Commercial offers shall be binding and shall not be withdrawn or returned unless expressly agreed otherwise in writing.
2.4 In the event of any deviations or discrepancies between the supplier’s order confirmation and BTYT’s purchase order, the contract shall only be concluded if the supplier has expressly notified BTYT of such deviation and BTYT has approved such deviation in writing.
3 Inspection and procurement obligations
3.1 Within the scope of its general and specific professional knowledge, the supplier shall independently inspect all drawings, calculations, specifications and other technical requirements provided by BTYT for errors and inconsistencies, and shall immediately notify BTYT in writing of any comments or objections, if any, and agree them with BTYT.
3.2 The supplier shall bear the risk of ensuring the supply of goods.
4 Delivery; supplier’s right of retention; supply chain security
4.1 The delivery/service performance deadline specified by BTYT in the purchase order shall be binding.
If such deadline is not specified in the purchase order, delivery of goods or provision of services shall be completed within fourteen (14) days after the date of the order.
4.2 If the supplier is unable to comply with the binding delivery/service performance deadline established under clause 4.1, it shall immediately notify BTYT and indicate a realistic delivery/service performance date.
In addition, the supplier shall notify BTYT without any additional request of any difficulties with delivery/provision of services that may arise for any reason immediately after such difficulties become known to the supplier.
4.3 The supplier shall strictly comply with all instructions and requirements of BTYT regarding the method of transportation, freight forwarder and shipping conditions.
4.4 All deliveries and services shall be performed on the basis of the latest version of INCOTERMS 2014, where applicable.
4.5 Partial deliveries shall only be permitted with the express written consent of BTYT, which shall not be unreasonably withheld.
4.6 The supplier shall attach to each shipment a delivery note accurately specifying:
the contents of the shipment;
the net weight of each item;
the complete BTYT order number.
4.7 BTYT’s unconditional acceptance of a delayed delivery or delayed performance of services shall not constitute a waiver of any claims for compensation of losses incurred as a result of such delay.
This provision shall remain effective until BTYT has fully made all payments due for the relevant goods or services.
4.8 With regard to quantity, weight and dimensions, the data determined by BTYT during incoming inspection shall be decisive unless the supplier proves otherwise.
4.9 The supplier shall provide BTYT with reasonable assistance in obtaining customs and other requested documents, and shall provide BTYT with all supporting documents and records, in particular certificates of origin, required by BTYT for this purpose.
4.10 If any payment documents, transport documents, certificates of origin or sales tax documents are missing, inadequate or incorrect, BTYT reserves the right to refuse acceptance of the goods at the supplier’s cost and risk.
4.11 If the supplier has agreed to carry out installation or assembly, or if there is no other agreement between the parties, the supplier shall bear all necessary costs, such as travel expenses or expenses for tools and equipment, unless otherwise agreed.
4.12 Any contractual rights of retention and reservations of title by the supplier shall be subject to a separate written agreement between BTYT and the supplier.
4.13 The supplier shall provide all organizational instructions and take all organizational measures necessary to ensure supply chain security, in particular in the areas of protection of property, security of business partners, personnel and information, as well as packaging and transportation.
The supplier shall protect deliveries of goods to BTYT and performance of services for BTYT against unauthorized access and interference and shall ensure that such deliveries and services are carried out only by reliable personnel.
The supplier shall require any subcontractors engaged by it to provide appropriate instructions and take appropriate measures.
4.14 The supplier represents and warrants that the goods do not contain substances whose use is restricted, that substances contained in the goods and their use have either already been registered or are not subject to registration, and that, where required, the relevant authorization under applicable law has been obtained.
The supplier shall prepare a safety data sheet in accordance with legal requirements, if necessary, and provide it to BTYT.
If the supplied goods are classified as dangerous goods under applicable international regulations, standards and guidelines, the supplier shall notify BTYT no later than the date of order confirmation.
4.15 Ownership and possession of the goods shall pass to BTYT unconditionally and regardless of whether the purchase price has been paid.
If, in an individual case, BTYT accepts the supplier’s offer to transfer ownership of goods subject to payment of the purchase price, the supplier’s reservation of title shall cease to apply no later than the moment the purchase price for the goods has been paid.
In such case, BTYT shall be entitled to resell the goods in the ordinary course of business even before payment of the purchase price, provided that BTYT assigns to the supplier in advance the claims for payment of the purchase price arising from such resale (simple reservation of title with extension to resale).
In any event, all other forms of retention of title shall be excluded, in particular extended and transferred reservations of title, as well as reservations of title extending to further processing.
5 Force majeure
Natural disasters, labor disputes, production disruptions not caused by the fault or negligence of BTYT, civil disturbances, acts of any governmental authorities and other events or circumstances beyond BTYT’s control shall entitle BTYT — regardless of any other rights or remedies available to it — to terminate the contract in whole or in part if such circumstances or events continue for a significant period of time and result in a substantial reduction of BTYT’s demand.
6 Contractual penalties
6.1 If the supplier breaches the deadlines for performance of its obligation to deliver goods or provide services, BTYT shall be entitled to demand a contractual penalty in the amount of 0.5 % of the total order value for each commenced calendar week of delay by the supplier, but not exceeding 5 % of the total order value.
This provision shall not apply if the supplier provides valid evidence that the delay was caused by reasons beyond its control.
6.2 The contractual penalty pursuant to clause 6.1 shall accrue from the moment the supplier’s delay in delivery occurs.
The contractual penalty shall be payable immediately.
6.3 BTYT may demand payment of the contractual penalty in addition to its claim for performance of the supplier’s obligation to deliver.
If BTYT accepts delayed performance by the supplier, BTYT may also demand the contractual penalty even if it has not expressly reserved this right at the time of receipt of the delivery.
BTYT shall declare the reservation of its right to claim the contractual penalty no later than the time of final payment for the relevant delivery.
Such declaration may be made on a printed form.
6.4 BTYT’s right to claim compensation for additional damages shall not be excluded; however, the contractual penalty pursuant to clause 6.1 shall be credited against such additional damages.
7 Claims in connection with defects; recourse and product liability; insurance
7.1 The supplier shall be responsible for the proper condition of the delivered goods and provided services, as well as for the existence of guaranteed characteristics.
In particular, the supplier shall be responsible for ensuring that the goods and services comply with the state of the art, generally recognized technical requirements, occupational health and safety requirements established by governmental authorities and professional organizations, as well as all applicable laws.
7.2 BTYT’s obligation to inspect goods and notify defects shall be governed by the provisions of law (Sections 377, 381 of the UAE Commercial Code (HGB)) with the following reservations:
BTYT’s inspection obligation shall be limited to defects that can be identified through external inspection of the goods, including transport documents, as well as during incoming inspection (for example, damage to goods during transportation, incorrect delivery or shortage).
The inspection obligation shall not apply if acceptance of the delivered goods has been agreed.
Furthermore, the scope of inspection shall depend on the possibility of carrying out such inspection in the ordinary course of business, taking into account the circumstances of the individual case.
BTYT’s obligation to notify defects discovered at a later stage shall remain unaffected.
In all cases, notification of defects shall be deemed timely if sent to the supplier within fourteen (14) calendar days.
7.3 The statutory provisions regarding material defects and defects in title shall apply unless otherwise provided below.
7.4 If the supplier remedies a defect within the scope of subsequent performance by rectification or delivery of defect-free goods, the statutory warranty periods shall begin to run anew.
7.5 If the supplier fails to perform its obligation of subsequent performance within a reasonable period specified by BTYT and is not entitled to refuse such performance, BTYT shall be entitled to remedy the defect itself or have it remedied by a third party at the supplier’s expense, and may also demand advance payment of the costs incurred from the supplier.
7.6 All costs incurred by BTYT as a result of the supplier’s delivery of defective goods or provision of defective services, in particular travel and transportation expenses, labor and material costs, as well as costs of incoming inspection exceeding the usual scope, shall be borne by the supplier.
Any costs incurred by the supplier for inspection and remedy of defects (including costs of dismantling and installation) shall be borne exclusively by the supplier, even if it is subsequently determined that no actual defect existed.
BTYT shall compensate the supplier for losses resulting from unjustified claims for remedy of defects only if BTYT knew or, due to gross negligence, failed to determine that no defect existed.
7.7 The supplier shall indemnify and hold BTYT harmless from any product liability claims and any losses or damages arising in connection therewith, if and to the extent that such claims are related to a defect in goods supplied/manufactured by the supplier or services provided by the supplier.
If BTYT is subject to a product liability claim based on strict liability, the above shall apply only in the event of fault on the part of the supplier.
If the cause of the loss or damage lies within the supplier’s area of responsibility, the burden of proof shall lie with the supplier.
The supplier shall also reimburse all necessary expenses and costs in accordance with Sections 683 and 670 of the UAE Civil Code (BGB) within the scope of its obligation to compensate damages, including litigation costs or costs associated with product recalls.
BTYT shall inform the supplier of the scope and content of such product recall to the extent practically possible and reasonable.
7.8 The supplier shall arrange and maintain product liability insurance with sufficient insurance coverage and, upon request by BTYT, provide proof of such insurance.
7.9 Mutual contractual claims of the parties against each other shall become time-barred upon expiry of the statutory limitation periods, unless otherwise provided below.
Contrary to Section 438 paragraph 1 subsection 3 of the UAE Civil Code (BGB), the general limitation period for claims arising from defects shall be three (3) years from the transfer of risk or acceptance, if acceptance is required.
7.10 Statutory limitation periods governing the sale of goods, including the extension stated above, shall apply, to the extent permitted by law, to all claims arising from defects.
If BTYT has the right to assert non-contractual claims for compensation of damages, such claims shall be subject to the general statutory limitation periods (Sections 195 and 199 of the UAE Civil Code (BGB)), unless application of the limitation periods governing the sale of goods results in a longer limitation period in the specific case.
8 Infringement of third-party property rights
The supplier warrants that the delivery of goods or provision of services by the supplier does not infringe and will not result in the infringement of patent rights or other intellectual property rights of third parties.
Upon BTYT’s first written request, the supplier shall indemnify and defend BTYT against any claims asserted or brought against BTYT by third parties in connection with infringement of patent rights or other proprietary rights.
The supplier shall reimburse BTYT for all necessary expenses and costs incurred by BTYT in connection with such third-party claims.
Regardless of the above, BTYT shall be entitled to enter into agreements with any third parties regarding the alleged infringement of proprietary rights, in particular settlement agreements, even without the supplier’s consent.
9 Prices and payment terms
9.1 The prices specified in the purchase orders shall be binding.
These prices include all services and additional services provided by the supplier (for example, installation and assembly), as well as all additional costs (for example, packaging, transportation, transport insurance and liability insurance).
The supplier shall take back packaging materials upon request by BTYT.
9.2 All invoices shall contain:
BTYT purchase order number;
an accurate description and quantity of the delivered goods or provided services;
the price per unit of goods or services.
All invoices shall be sent to the address specified in the purchase order.
9.3 Unless otherwise agreed by the parties, the agreed prices shall be payable within sixty (60) calendar days after full completion of the delivery and/or provision of services (and acceptance, if required) and receipt of a proper invoice.
If the invoice is paid within fourteen (14) calendar days, the supplier shall grant a discount of 3 % of the net invoice amount.
9.4 Interest shall not accrue from the date payment becomes due unless BTYT is in default of payment.
The interest rate for late payment shall be 5 percentage points per year above the base interest rate in accordance with Section 247 of the UAE Civil Code (BGB).
The commencement of payment default shall generally be governed by statutory provisions.
However, in each case, a written reminder of payment from the supplier shall be required.
9.5 The right of set-off, the right of retention, and the objection of non-performance of the contract shall belong to BTYT within the limits established by law.
In particular, BTYT shall have the right to withhold due payments until BTYT has claims against the supplier in connection with incomplete or defective deliveries and/or services.
10 Industrial rights and know-how
10.1 All rights, title and interest in and to any models, samples, drawings, software, documentation and other records, as well as all rights, title and interest in and to materials, tools, production and testing equipment and know-how disclosed or transferred by BTYT to the supplier, shall remain exclusively with BTYT.
All such items, information and documents shall be treated as confidential and may not be disclosed to third parties without the prior express written consent of BTYT, and such third parties must also be bound by the same confidentiality obligations.
10.2 All items, information and documents specified in clause 10.1 shall be returned to BTYT without further request immediately after completion of the contractual obligations or when they are no longer required by the supplier.
Any other use or disposal thereof, whether factual or legal, as well as any direct or indirect use of such rights, items and documents by the supplier or any third party, is expressly prohibited.
11 BTYT Code of Conduct
11.1 The supplier undertakes towards BTYT to comply with all mandatory laws and regulations, in particular:
all applicable laws protecting fair competition;
applicable export and import restrictions;
applicable customs and tax regulations;
all applicable environmental protection laws.
The supplier also undertakes not to offer, promise or provide any benefits to BTYT employees as a reward for obtaining preferential treatment in the procurement of goods or services (“bribery”).
The supplier undertakes to prohibit forced labor and child labor and to ensure for its own personnel:
fair remuneration;
appropriate working hours;
workplace safety;
a working environment free from discrimination.
11.2 BTYT shall be entitled to terminate the contract with the supplier without prior notice in the event of a breach by the supplier of the obligations specified in the preceding clause.
The supplier undertakes to pay BTYT a contractual penalty in the amount of 10 % of the order value in the event of bribery or violation of applicable laws protecting fair competition.
In addition, the supplier shall indemnify and hold BTYT harmless against any claims by third parties asserted or brought against BTYT in connection with a breach by the supplier of the obligations specified in the preceding clause.
12 Miscellaneous provisions
12.1 The place of performance for all payments between BTYT and the supplier shall be the registered place of business of BTYT.
12.2 These General Terms and Conditions of Purchase and any agreements between BTYT and the supplier shall be governed by and construed in accordance with the laws of the Federal Republic of UAEy, without regard to conflict of law provisions and without application of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
12.3 The place of jurisdiction, including proceedings relating to cheques and bills of exchange, shall be the place of business of BTYT.
However, BTYT shall also be entitled to bring proceedings before any court having jurisdiction over the respective matter under the laws of UAEy or the laws of the country in which the supplier has its registered place of business.