General Terms and Conditions of Purchase

Loyalty Partner GmbH and Affiliated Companies under §§ 15 of the
German Stock Corporation Act (AktG)

General Terms and Conditions of Purchase
for Goods and Services, Last update: 2024


§ 1 General - Scope

  1. These General Terms and Conditions of Purchase apply to contracts with Loyalty Partner GmbH or with any of its affiliated companies under §§ 15 et seq. AktG (German Stock Corporation Act). Loyalty Partner GmbH or the affiliated company is referred to hereinafter as Loyalty Partner.
  2. The General Terms and Conditions of Purchase apply only to traders (§ 14 BGB/German Civil Code), legal entities under public law, or special funds under public law (§ 30 BGB/German Civil Code). They apply to service contracts and contracts for the sale and/or delivery of movable items (“goods”) regardless of whether the Contracting Party manufactures the goods itself or purchases them from suppliers.
  3. The General Terms and Conditions of Purchase of Loyalty Partner apply exclusively; terms and conditions of the Contracting Party that conflict with, deviate from, or supplement the Terms and Conditions of Purchase do not apply even if Loyalty Partner, its vicarious agents or employees raise no objection or accept ordered goods without reservation in the knowledge of conflicting or deviating terms and conditions of purchase. Other terms apply only if Loyalty Partner expressly consents to them in writing or text form.
  4. The Contracting Party acknowledges the exclusive validity of these Terms and Conditions of Purchase upon the first delivery or performance of the services described in the Contract under these Terms and Conditions of Purchase. They also apply to all future deliveries and services with the Contracting Party in the form valid at the time of the order.
  5. Individual agreements (e.g. framework agreements) and information in the purchase order take precedence.

§ 2 Conclusion of Contract

  1. The preparation of offers is free of charge and creates no obligations for Loyalty Partner. Cost estimates are only remunerated by special agreement; the same applies to travel times and costs or other ancillary costs for services. 
  2. The Contracting Party is obliged to independently examine the order, including the order documents, for errors and contradictions and to report any concerns to Loyalty Partner without delay. Otherwise, the Contract will not be deemed concluded.
  3. Unless otherwise agreed, the acceptance period for Loyalty Partner is two weeks.
  4. The Contracting Party is required either to confirm the order in writing or in text form within a period of 3 days or, in particular, to execute it without reservation by sending the goods (acceptance). Otherwise Loyalty Partner has the right to revoke the order.
  5. Legally relevant declarations, e.g. the conclusion of the Contract or the order, must be made in writing, in text form, or transmitted by electronic data exchange (e.g. by an ERP ordering system). In every case the company and the issuing person must clearly be identifiable. Orders placed verbally or by telephone require subsequent confirmation in writing or in text form in this stated form to be legally valid. The same applies to verbal subsidiary agreements and amendments to the Contract.
  6. All related correspondence is to be addressed to Loyalty Partner’s “Einkauf” (Purchasing Department), stating the Purchasing Department, complete order number, order date, and reference number.

§ 3 Service provision by the Contracting Party

  1. The Contracting Party owes the provision of the specifically ordered service. It provides the services with particular care in a professional manner according to the state of the art in science and technology.

  2. The Contracting Party documents the process and the results of its activities in a manner comprehensible to third parties and provides  the documentation to Loyalty Partner.

  3. The Contracting Party allows Loyalty Partner to examine the progress of the services to be provided. Loyalty Partner is entitled to obtain information on the progress of the services at any time by examining all relevant documents.

  4. The Contracting Party has entrepreneurial freedom in performing the service. Only the Contracting Party is entitled to issue direct instructions to the persons involved in performing the service. Neither the Contracting Party nor its employees are employees of Loyalty Partner according to labor, tax or social security law; the Contracting Party ensures that no integration of the personnel it employs takes place into a business of Loyalty Partner.

  5. Before the service begins, the Contracting Party and Loyalty Partner each appoint a contact person. Communication takes place exclusively via this contact person. Loyalty Partner must be notified in advance in writing or text form of any change in the contact person of the Contracting Party.

  6. The Contracting Party generally provides the services at its own business premises. For services that the Contracting Party provides outside of its own business premises as agreed, the safety regulations and information guidelines applicable at the respective location must be observed.

  7. The Contracting Party is not authorized to represent Loyalty Partner.

  8. Loyalty Partner will provide the Contracting Party with the information and documents required for providing the services. If the Contracting Party does not consider the information to be sufficient, it will inform Loyalty Partner in writing without delay.

§ 4 Change of service 

  1. Loyalty Partner may request changes to the contractual services at any time, insofar as the deviations from the originally agreed services are reasonable for the Contracting Party. Loyalty Partnerwill inform the Contracting Party of the changes in good time and will agree with the Contracting Party upon the changes to be made to the originally agreed services. Unless otherwise agreed, changes may only be made after prior approval by Loyalty Partner.

  2. If the costs incurred by the Contracting Party are reduced or increased as a result of the changes to be made under paragraph 1, the Contracting Party will notify Loyalty Partner of the amount of the costs in writing or text form without delay. The Parties may request a corresponding adjustment of the agreed prices. Loyalty Partner is entitled thereby to request clarification from the Contracting Party regarding its price calculation as well as to examine the appropriate documents. If agreed deadlines, in particular delivery dates or agreed delivery periods, cannot be met as a result of the changes to be made, the Contracting Party must inform Loyalty Partner without delay.

§ 5 Subcontractors

  1. Any transfer of the rights and obligations under the Contract by the Contracting Party to a subcontractor requires the prior written consent of Loyalty Partner. Loyalty Partner may refuse or revoke such consent.

  2. In the event of subcontracting approved by Loyalty Partner, the Contracting Party is obliged to observe all labor, social and tax law regulations; to comply with the “Mindestlohngesetz” (German Minimum Wage Act); and to provide Loyalty Partner with evidence of any work permit that may be required or, if such permit is required, to present it upon request.

  3. The Contracting Party will oblige each subcontractor in accordance with its own obligations towards Loyalty Partner, in particular with regard to confidentiality and data protection, the “Mindestlohngesetz” (German Minimum Wage Act), and the obligations arising from these General Terms and Conditions of Purchase. The Contracting Party will provide Loyalty Partner with evidence of this obligation upon request.

  4. The Contracting Party is liable to Loyalty Partner for the fault of the subcontractors and vicarious agents it employs as for its own fault.

  5. The Contracting Party indemnifies Loyalty Partner against all claims arising from a breach of the statutory regulations and from a breach of the obligations in these General Terms and Conditions of Purchase by the Contracting Party itself or its subcontractors, unless the Contracting Party is not responsible for the breach.

§ 6 Prices and terms of payment

  1. The price indicated in the order is binding. Prices are net prices, and the statutory value added tax is to be indicated separately unless otherwise agreed.

  2. Unless otherwise agreed, the price indicated includes delivery “free domicile” to the delivery address stated as well as all ancillary costs and expenses incurred in connection with the delivery, e.g. packaging and transport.

  3. Unless otherwise agreed in the contract, payment must be made within 30 days after delivery and receipt of the invoice with a 2% discount, or within 45 days after delivery and receipt of the invoice. A reminder from the Contracting Party is required for the occurrence of default.

  4. Loyalty Partner owes no interest on maturity.

  5. Loyalty Partner is entitled to rights of set-off and retention as well as the defense of non-performance of the Contract to the extent provided by law.

  6. Claims of the Contracting Party against Loyalty Partner may only be assigned to third parties with the prior consent of Loyalty Partner. Payments will only be made to the Contracting Party.

§ 7 Invoices

  1. Invoices are to be sent to Loyalty Partner or the affiliated company that placed the order, exclusively in electronic form and to the corresponding email address:

    2. The invoice issued by the Contracting Party must contain the same data as the receipted delivery bill. The contractually agreed price and the total price must also be indicated.

    3. The payment terms stipulated here apply only after receipt by Loyalty Partner or the ordering affiliated company of an invoice duly issued in accordance with these General Terms and Conditions of Purchase.

§ 8 Delivery, transfer of risk and delay

  1. The delivery time, deadlines and dates specified in the Contract or order are binding.

  2. The Contracting Party must inform Loyalty Partner in writing or in text form without delay if circumstances have occurred or become apparent which indicate that agreed delivery times, deadlines or dates cannot be met.

  3. Transfer of risk occurs upon delivery to the destination specified in the order. If acceptance has been agreed, the risk is transferred upon acceptance by Loyalty Partner.

  4. In the event of a delay in delivery, Loyalty Partner is entitled to the statutory claims. In particular, Loyalty Partner is entitled to withdraw from the Contract after the fruitless expiry of a reasonable grace period and to claim damages for non-performance.

  5. The delivery must be accompanied by corresponding delivery bills in triplicate. Delivery bills as well as invoices must contain details such as delivery bill number, quantity, article description, place of delivery as well as the contract and order number of Loyalty Partner, if available. A copy of the delivery bill must be enclosed with the invoice.

  6. In case of delivery from abroad, an additional copy of the delivery bill and, if necessary, the relevant import documents must be attached to the consignment.

  7. At the request of Loyalty Partner, the Contracting Party will enclose the necessary documents, in particular a certificate of origin, a manufacturer’s and/or preference certificate, with the consignment free of charge.

§ 9 Acceptance, inspection for defects and claims for defects

  1. The principle of overall acceptance of the services provided by the Contracting Party applies, even in the case of expressly agreed partial acceptance. The warranty period for the services to be provided in accordance with the Contract begins uniformly upon overall acceptance.

  2. Acceptance of the contractual services takes place following an incoming inspection by Loyalty Partner after receipt of the delivery. The issuance of receipts of delivery as well as payments made constitute neither acceptance nor a waiver of possible claims or rights arising from a breach of duty.

  3. Loyalty Partner is obliged to inspect the contractual goods for defects and any deviations in quality or quantity within a reasonable period of time. The Contracting Party will support Loyalty Partner thereby at its own expense. A notice of defects will be deemed to be in time if it is sent by Loyalty Partner within a period of 10 working days from receipt of the goods or, in the case of hidden defects, from discovery.

  4. Loyalty Partner is entitled to the statutory claims for defects in full. In particular, Loyalty Partner is entitled, at its option, to demand the rectification of defects or a replacement delivery from the Contracting Party. In this case the Contracting Party is obliged to bear all expenses and costs necessary for the purpose of rectification of defects or replacement delivery. Unless otherwise agreed, the place of subsequent performance is the place of destination. The right to claim damages, in particular the right to claim damages for non-performance, and the right of rescission are expressly reserved.

  5. In all other respects, the limitation periods are governed by the statutory provisions.

§ 10 Product liability and liability insurance

  1. Insofar as the Contracting Party is responsible for product damage, it is obliged to indemnify Loyalty Partner against claims for damages by third parties on first demand, insofar as the cause lies within its sphere of control and organization and it is liable itself in relation to third parties.

  2. Within the scope of its indemnification obligation, the Contracting Party will reimburse expenses arising from or in connection with a claim by third parties, including recall actions carried out by us.

  3. The Contracting Party undertakes to maintain product liability insurance for the duration of this Contract, i.e. until the respective expiry of the limitation period for defects; the fixing of the appropriate amounts of coverage is product- and industry-specific; the particulars should be checked in each case, taking into account the damage adequacy thus specified. If Loyalty Partner is entitled to further claims for damages, these will remain unaffected. Upon request, the Contracting Party must present the corresponding insurance certificate.

  4. In all other respects and unless otherwise agreed, the statutory provisions on liability apply to both Parties.

§ 11 Special features of Service Contracts

  1. Payment:
    a. Payment for services will be made only after complete performance of the services, unless otherwise agreed. If the Parties agree on partial payments (in particular according to milestones), partial payments will only be made after complete performance of the respective partial service.

    b. In the case of lump-sum payment, the payment agreed in the Contract covers all services rendered by the Contracting Party and all ancillary costs (e.g. travel expenses). Insofar as the reimbursement of ancillary costs is agreed in the Contract, the ancillary costs must be reasonable and must be accounted for in an auditable manner.

  2. Delay and defect
    a. If the Contracting Party is in delay with the provision of the service, if it fails to provide it or provides it only defectively, Loyalty Partner may withdraw from the Contract after the expiry of a reasonable grace period for subsequent performance and demand compensation for damages instead of the service.

    b. The Contracting Party will compensate Loyalty Partner for any additional expenses incurred as a result of the delay, poor performance or non-performance. Further legal claims of Loyalty Partner remain unaffected.

    c. Instead of acceptance, the Contracting Party will submit a declaration in writing or text form that the services have been stopped and will offer a joint discussion of the services provided, which is always included in the costs.

    3. Qualification
    Insofar as the Contracting Party provides its own employees, it is responsible for ensuring that the services are only provided by employees with the necessary skills, experience and qualifications. Should Loyalty Partner have justified doubts about the qualifications of the Contracting Party’s employees, Loyalty Partner is entitled to request the immediate replacement of such employees by the Contracting Party.

§ 12 Copyright, rights of use and rights of exploitation

  1. The Contracting Party grants Loyalty Partner an exclusive right of use and exploitation, unlimited in terms of space, content and time and transferable, to all work results created in connection with the contractual relationship and protected by copyright or other property rights. The Contracting Party also grants Loyalty Partner the rights to types of use not yet known at the time the Contract is concluded.

  2. The Contracting Party also provides Loyalty Partner with these rights of use and exploitation to the work results of its employees, insofar as the work results were created for Loyalty Partner.

  3. Loyalty Partner is entitled to register registrable rights, e.g. designs, registered designs, utility models and patents on the basis of the work results and to use them in accordance with this paragraph 12.

§ 13 Industrial property rights of third parties

  1. The Contracting Party warrants that all services rendered and work results handed over are free of third-party property rights and are suitable for use in accordance with the Contract.

  2. The Contracting Party is obliged to indemnify Loyalty Partner against all claims made by third parties against Loyalty Partner on first demand due to the infringement of property rights, and will reimburse Loyalty Partner for all necessary and reasonable expenses (in particular external lawyers’ fees) in connection with this claim. This claim does not exist if the Contracting Party proves that it is not responsible for the infringement of property rights.

§ 14 Confidentiality

  1. The Contracting Party will come into contact with confidential information directly or indirectly in the course of its activities. Confidential information means: all information in connection with the activities of the Contracting Party as well as all other information which Loyalty Partner or a company affiliated with Loyalty Partner under §§ 15 et seq. AktG (German Stock Corporation Act) designates to the Contracting Party as confidential or correspondingly, or information concerning which Loyalty Partner or a company affiliated with Loyalty Partner under §§ 15 ff. AktG has an obvious interest in secrecy, in particular customer data, tariff structures and other information about Loyalty Partner’s operations, irrespective of the embodiment of the information, e.g. verbal, in a document or in a file.

  2. Non-confidential information is information that can be shown to be
    a) generally known or that becomes generally known without the responsibility of the Contracting Party, or

    b) lawfully disclosed or provided to the Contracting Party by a third party without breach of a confidentiality obligation, or

    c) previously approved in writing by Loyalty Partner for announcement, or

    d) independently developed by the Contracting Party, or

    e) necessary for the Contracting Party to disclose due to legal obligations of information, legal provisions, official regulations or orders, or legally binding court decisions; in such a case, the Contracting Party must inform Loyalty Partner of the disclosure without delay.


    The Contracting Party is obliged to keep all confidential information confidential. In particular, the Contracting Party is obliged to take all necessary steps to prevent disclosure of the confidential information and not to make it accessible to third parties, either directly or indirectly. The Contracting Party may only disclose information to those persons who are involved in the order to the extent necessary for executing the order.

  4. The Contracting Party’s obligation to maintain secrecy will continue
    after the end of the cooperation.

§ 15 Data protection

  1. The Contracting Party must observe applicable data protection law.

  2. The Contracting Party commits its personnel deployed for the performance of the Contract to maintain data secrecy prior to commencing their activities and will provide Loyalty Partner with evidence of the fulfillment of this obligation upon request by sending copies of the declarations of commitment.

  3. Insofar as the Contracting Party processes personal data of Loyalty Partner or of a customer of Loyalty Partner during the performance of the Contract, an agreement on data processing on behalf of a controller (Art. 28 GDPR) must be concluded in advance.

  4. The obligation of data protection will continue unchanged after the end of this Contract.

§ 16 Return of data, information and documents

  1. The Contracting Party undertakes to return all received information, data, documents and storage media to Loyalty Partner after complete performance of the service. The Contracting Party will also remove all data and information from its data processing systems and, at Loyalty Partner’s discretion, return all copies of the data and storage media to Loyalty Partner or destroy the copies in such a way that reconstruction is impossible.

  2. Loyalty Partner is entitled to request a corresponding declaration of completeness or a documentation of the deletion.


§ 17 Retention of title

  1. Documents (e.g. plans, product descriptions) or other aids (e.g. software, objects) provided to the Contracting Party by Loyalty Partner remain the property of Loyalty Partner or the holder of the rights, and are to be used exclusively for the performance of the Contract and may not be made accessible to third parties. Documents and aids provided are to be treated with care, stored at the Contracting Party’s own expense and insured.

  2. Any processing, mixing or combination (further processing) of provided items by the Contracting Party is to be carried out for Loyalty Partner. The same applies in the event of further processing by Loyalty Partner of the goods supplied, so that Loyalty Partner is deemed to be the manufacturer and acquires ownership of the product at the latest upon further processing in accordance with the statutory provisions.

 § 18 Special legal provisions and obligations

  1. The Contracting Party undertakes
    a. to comply with the respective regulations on environmental protection and occupational safety and to work on reducing lasting impacts on people and the environment.
    b. to comply with the provisions of the Supply Chain Act, in particular the application of labor protection regulations and minimum working conditions in other countries. c. to comply with the provisions of the Minimum Wage Act with respect to the Contracting Party’s employees.
    d. to comply with the legal regulations on corruption. In particular, the Contracting Party will not give or promise gifts, directly or indirectly, to any person in a contractual or quasi- contractual relationship with Loyalty Partner.


    The Contracting Party will observe the principles of the UN Global Compact Initiative. These essentially concern the protection of international human rights, the right to collective bargaining, the abolition of forced labor and child labor, the elimination of discrimination in hiring and employment, responsibility for the environment, and the prevention of corruption. Further information on the UN Global Compact Initiative is available at

    3. Loyalty Partner is entitled to request appropriate evidence and, in the event of lack of evidence or breach of the obligations under this paragraph, to withdraw from the Contract and claim damages.

    § 19 Other provisions

    1. If the Contracting Party is a merchant, Munich is agreed as the place of jurisdiction; Loyalty Partner is, however, also entitled to file suit against the Contracting Party at the court of its place of residence or business.

    2. Unless otherwise stipulated in the Contract, Munich is the place of performance.

    3. German substantive law applies to the exclusion of all legal norms that refer to another legal system. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.