General terms and conditions of purchase (GCP)

status as of: July 2019

§1 Scope
(1) The following General Terms and Conditions of Purchase (GCP) of Star Piping Systems GmbH (hereinafter referred to as the 'Purchaser') shall apply to all business activities with companies (§ 14 BGB), legal entities under public law and special-purpose entities under public law (hereinafter the 'Vendor').
(2) The Purchaser's terms and conditions of purchase apply exclusively. We do not recognise any Vendor's conditions that conflict with or deviate from these Terms and Conditions of Purchase unless the Purchaser has expressly agreed to their validity in writing in each individual case.
The GCP shall continue to apply even if the Purchaser accepts a delivery or provision of services in full knowledge of the Vendor's conflicting or deviating conditions.
(3) Where an ongoing business relationship exists, these GCP shall apply to all business activities without having to be explicitly restated as the basis for the said services.
(4) All arrangements concluded for the purpose of executing the contract between the Purchaser and the Vendor shall be set out in writing in this Agreement.

§2 Offer – offer documents
(1) The Vendor undertakes to accept the Purchaser's commission or offer within a period of two weeks.
(2) The Purchaser shall retain all rights of ownership and copyrights of images, drawings, calculations and other material; these must not be passed on to third parties without the Purchaser's express written approval. Such material is only to be used for production purposes on the basis of the order and is to be returned to the Purchaser without prior request once the order has been completed. It has to be kept confidential with regard to third parties.

§3 Prices
(1) The price stated in the Purchaser's commission or order is binding.
(2) The prices include packaging and delivery duty paid to the destination. Statutory value added tax is not included. Return of the packaging shall be subject to a separate agreement.

§4 Transfer of risk – delivery
(1) The Vendor shall bear the risk of material damage until the goods have been received by the Purchaser or his agent at the place of delivery as named in the order.
(2) Each shipment shall be accompanied by a delivery note.
Delivery notes, invoices and other documentation from the Vendor must bear the date and the order number. Should the Vendor fail to include the order number on the delivery note or shipping documents the Purchaser shall not be held responsible for any delays in processing that may result therefrom.
(3) The agreed deadlines and dates are binding.
Compliance with the delivery date or delivery time shall be determined by the provision of the goods for handover at the place of delivery as mentioned in the order.
(4) In the event of default by the Vendor the Purchaser shall be entitled to compensation for damages amounting to 0.2% of the contract price per working day, and not exceeding 5% overall, unless the Purchaser is able to demonstrate that a higher loss has been incurred or the Vendor is able to show that the Purchaser has incurred lesser damage or no loss whatsoever.
The enforcement of such compensation for damages shall be without prejudice to any further statutory rights.
(5) The Vendor shall notify the Purchaser immediately of any delivery problems that might prevent the Vendor delivering the goods on time or in the contracted quality and shall also specify the reasons for the delay and the expected duration of the period of disruption. If the Vendor fails in this obligation to notify he may not then use in his defence vis-à-vis the Purchaser that he bears no responsibility for the delay, the impossibility of performance or the provision of the service in the contracted quality.
(6) The unconditional acceptance of a delayed delivery does not imply a waiver of any claim that the Purchaser may make for the delay. This shall apply until the full settlement of the payment owed to the Purchaser for the affected supply or service.
(7) Where the Purchaser inspects the deliveries by quantity, weight or size at the time of receipt then the recorded figures shall be deemed to be correct. The Vendor shall be allowed to demonstrate the inaccuracy of the figures so determined.
(8) If the Vendor delivers before the due date the Purchaser has the right to store the goods at the Vendor's costs and risks or to return them to the Vendor. This shall also apply when the shipment is sent on a cash-on-delivery basis.
(9) The Vendor is not entitled to provide partial performance unless the Purchaser agrees to the said partial performance in writing or the partial performance is expected on the part of the Purchaser.

§5 Retention of title
(1) Where the Purchaser provides the Vendor with materials or parts the former shall retain ownership of these. Any processing or reforming by the Vendor shall be performed for the Purchaser. If the Purchaser's retained goods are processed with other objects that do not belong to him, the Purchaser shall acquire joint ownership of the new item as a ratio of the value of his goods to that of the other processed objects at the time of processing.
(2) If the article supplied by the Purchaser is intermixed inseparably with other objects not belonging to him, he shall acquire co-ownership of the new item as a ratio of the value of the retained item (purchase price plus VAT) to that of the other processed objects at the time of the intermixing.
(3) If after intermixing the goods belonging to the Vendor are to be considered the primary product it is agreed that the Vendor shall transfer pro rata co-ownership to the Purchaser. The Vendor shall hold sole ownership or co-ownership on behalf of the Purchaser.
(4) The Purchaser shall retain ownership of tools and instruments; the Vendor further undertakes to use the said tools exclusively for the production of the goods ordered by the Purchaser. The Vendor is required, at his own expense, to insure the Purchaser's tools at full replacement value against fire and water damage and theft. At the same time the Vendor shall assign to the Purchaser all claims for compensation arising from this insurance; the Purchaser hereby accepts this assignment. The Vendor undertakes to perform at his own cost, and in good time, all the required maintenance checks and inspections of the Purchaser's tools, along with all necessary servicing and repair work. Any failures or malfunctions are to be reported to the Purchaser immediately; if the Vendor is culpably negligent in this respect, this shall in no way affect subsequent claims for damages.
(5) To the extent that the collateral rights held by the Purchaser, as defined in Section 1 and/or Section 2, exceed the purchase price of all his, as yet unpaid, retained goods by more than 10%, the Purchaser is obliged to release the said collateral rights, at his discretion and choosing, when requested to do so by the Vendor.

§6 Place of fulfilment
Unless otherwise agreed, the place of fulfilment for the deliveries/services to be performed by the Vendor shall be the delivery address specified in the order.

§7 Conditions of payment
(1) All payments shall be subject to invoice verification. Payments shall not be considered as a relinquishment of any subsequent complaints or notice of defects and do not constitute recognition of conformity to contract requirements.
For bank transfers, the day of release of the payment shall be the day the order to transfer is placed with the relevant credit institution. Bills of exchange and cheques shall also be accepted from the Purchaser on fulfilment.
(2) Invoices are to be settled either within 14 days with a 3% discount or within 30 days without discount. This period shall begin as soon as the payment date becomes due, the invoice has been received by the Purchaser and the Vendor has rendered performance.
(3) If the Purchaser is required to render any advance services he shall be entitled to refuse to perform such services if doubts exist as to the performance capabilities of the Vendor.
Doubts over the performance capability of the Vendor shall arise in particular if the Vendor is in default in the performance of a service by which he is bound to the Purchaser under the agreement or for some other reason.
If the Vendor furnishes security for the performance of the service the Purchaser shall no longer be entitled to refuse to render the said advance services.
(4) The Purchase shall be entitled to exercise rights of offsetting and retention to the extent allowed under the law.
(5) The Vendor is not entitled to assign to third parties any claims he has outstanding against the Purchaser. § 354 a of the HGB (German Commercial Code) shall remain unaffected.

§8 Inspection for defects
The Purchaser undertakes to inspect the goods for deviations in quality and quantity within a reasonable period of time and to report any discrepancies to the Vendor within 10 working days of their receipt. If the Purchaser fails to notify the Vendor within this period the goods shall be considered accepted. This shall not apply if a defect is discovered that could not be detected during the initial inspection of goods. Notification of a defect discovered at a later stage will be deemed to have been made in due time if it is effected within 10 working days from the date of discovery.

§9 Liability for defects
(1) The Vendor guarantees that all goods delivered by him and all services performed conform to the relevant legal provisions and the respective regulations and directives issued by the various authorities and professional and trade associations and that they comply with the latest state of the art.
If the Vendor has concerns about the proposed design requested by the Purchaser, and particularly because in its execution he is required to deviate from the relevant legal provisions, the relevant regulations and directives issued by the various authorities and professional and trade associations and/or with the latest state of the art, he shall immediately inform the Purchaser of these concerns in writing. If he fails to make such a notification he may not then use in his defence vis-à-vis the Purchaser that the goods were of the agreed quality or that they were suitable for the use specified in accordance with the contract.
(2) The Purchaser is entitled to statutory defect claims without restriction. In particular, he has the right to request from the Vendor, and at his own discretion, rectification of the defect or delivery of a new item.
The right to compensation for damages, and in particular the right to damages in lieu of performance, remains explicitly reserved.
(3) The Purchaser is entitled to remedy the defect himself and at the Vendor's expense, if the Vendor is in default.
(4) Unless explicitly agreed otherwise, the period of limitation for claims for defects shall be 36 months; in respect of buildings and products or workpieces that in accordance with their usual purpose have been used in a building, and which have caused the defect in the building, the period of limitation for claims for defects is set at five years.
The limitation period commences with the handover of the delivered goods to the Purchaser, or to a third party nominated by the Purchaser, at the reception point or user location specified by the Purchaser.

§10 Product liability, indemnification, insurance cover
(1) In the event of the Purchaser being subject to a claim for product liability the Vendor is required to release the Purchaser from such a claim at first request if and to the extent that the damage has been caused by a defect in the contract object as supplied by the Vendor. In cases of fault-based liability this provision shall not apply if the Vendor is in no way at fault.
(2) In the aforementioned case the Vendor shall bear all costs and expenditures, including the cost of any prosecution or recall action. In all other respects statutory provisions shall apply.

§11 Right of withdrawal
(1) The Purchaser is entitled – without prejudice to his other rights – to withdraw completely or partly from the contract without incurring liability for damages if force majeure, industrial disputes, non-culpable disruption of operations, disturbances, governmental measures, shortages of raw materials or energy or other unavoidable events obstruct the execution of the contract or if because of these circumstances the Vendor's service is no longer useful or viable for the Purchaser. This shall not apply if the disruption is of an insignificant duration or does not result in a significant reduction in the delivery needs.
(2) The Purchaser is entitled – without prejudice to his other rights – to withdraw completely or partially from the contract if the Vendor is unable to provide the Purchaser with evidence of adequate product liability insurance in accordance with section 10 of these General Terms and Conditions of Purchase, and this despite the granting of a reasonable period of notice.
(3) The option of withdrawing from the contract in accordance with statutory provisions shall remain unaffected.

§12 Liability
(1) The Purchaser shall only be liable for damages where liability is mandatory, such as under the Product Liability Act, in cases involving intent and gross negligence, on account of danger to life and limb or damage to health, or due to breach of essential contractual duties.
Claims for damages due to breach of essential contractual duties shall be limited to foreseeable damage under a typical contract, unless the damages are based on intent or gross negligence or the breach of essential contractual duties results in danger to life and limb or damage to health.

§13 Confidentiality and documents
(1) All commercial or technical information made available by the Purchaser shall be kept in confidence from third parties as long as and insofar as it is not demonstrably in the public domain.
Even within the Vendor's own company premises this information shall only be made available to persons as long as and insofar as the latter require the said information for the performance of the services on behalf of the Purchaser. These persons shall also be under an obligation to maintain confidentiality. The information may not be used in the execution of contracts for other companies.
(2) Documents containing commercial or technical information, which the Purchaser has made available to the Vendor, shall remain the sole property of the Purchaser. The latter shall retain all the rights to this information, especially rights of ownership and copyrights. These documents may not be duplicated or used for commercial purpose without the prior written consent of the Purchaser. All such documents, including any copies or drawings made, are to be returned in full and without undue delay to the Purchaser at the latter's request. After termination of the contractual relationship between the Purchaser and the Vendor the latter is required to return the said documents to the Purchaser even without express request. This shall also apply to other items provided on loan.

§14 Final provisions
(1) Where the Vendor is a registered merchant, a legal entity under public law or a special-purpose entity under public law the place of jurisdiction shall be the Purchaser's registered office. The Vendor may however also be taken to court at his general place of jurisdiction.
(2) All contractual relations shall be governed by German law, under exclusion of the Conflict of Laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
(3) In the event that individual clauses or provisions in these General Terms and Conditions of Purchase become partially or wholly invalid, this shall not affect the validity of the remaining terms and conditions. In such a case the ineffective clause shall be replaced by the relevant legal provision.