Terms and Conditions

1. Scope
(1) The following General Terms and Conditions of Purchase (GTCP) of Star Engineering Systems GmbH (hereinafter referred to as the Buyer) apply to business transactions with entrepreneurs (§ 14 BGB), legal entities under public law, and special funds under public law (hereinafter referred to as the Seller).
(2) These Terms and Conditions of Purchase of the Buyer apply exclusively. Any terms and conditions of the Seller that conflict with or deviate from these Terms and Conditions of Purchase shall not be recognized unless the Buyer has expressly agreed to their validity in writing in each individual case. These GTCP shall also apply if the Buyer accepts the Seller's delivery or service in the knowledge that the Seller's terms and conditions conflict with or deviate from these GTCP.
(3) In the case of an ongoing business relationship, these General Terms and Conditions of Purchase shall apply to all transactions without having to be expressly referred to again in each case.
(4) All agreements made between the Buyer and the Seller for the purpose of executing the contract must be set out in writing in this contract.

2. Offer – Offer documents
(1) The seller is obliged to accept an order/offer from the buyer within a period of two weeks.
(2) The buyer reserves its property rights and copyrights to illustrations, drawings, calculations, and other documents; they may not be made accessible to third parties without the express written consent of the buyer. They are to be used exclusively for production based on the order; after completion of the order, they are to be returned to the buyer without request. They are to be kept secret from third parties.

3. Prices
(1) The price stated in the buyer's order/offer is binding.
(2) Prices are quoted free at destination, including customs duties, packaging, and transport. Statutory value added tax is not included. The return of packaging requires a special agreement.

4. Transfer of risk – Delivery
(1) The seller shall bear the risk of loss or damage to the goods until acceptance of the goods by the buyer or its representative at the place to which the goods are to be delivered in accordance with the order.
(2) Each shipment of goods must be accompanied by a delivery note. Delivery notes, invoices, and other correspondence from the seller must include the date and order number. If the seller fails to include the order number on delivery notes and shipping documents, the buyer shall not be responsible for any resulting delays in processing.
(3) Agreed dates and deadlines are binding. The decisive factor for compliance with a delivery date or delivery period is the provision of the goods for handover at the place to which the goods are to be delivered in accordance with the order.
(4) In the event of default on the part of the seller, the buyer shall be entitled to lump-sum compensation amounting to 0.2% of the contract price per working day, but not exceeding a total of 5%, unless the buyer can prove that it has incurred higher damages or the seller can prove that the buyer has incurred no or lower damages. The assertion of this compensation does not preclude the assertion of other rights.
(5) The seller must immediately inform the buyer of any delivery difficulties that could prevent the seller from performing on time or in the agreed quality, stating the reasons and the expected duration of the impediment to performance. If the seller fails to provide this information, it may not claim against the buyer that it is not responsible for the delay or impossibility of performance or for performance in a quality other than that agreed.
(6) The unconditional acceptance of a delayed performance does not constitute a waiver of the buyer's claims due to the delay. This shall apply until the buyer has paid the full amount owed for the performance.
(7) If deliveries are checked by the buyer upon receipt of goods in terms of number of items, weight, or dimensions, the values determined in the process shall be deemed accurate. The seller shall be entitled to prove that the values determined are incorrect.
(8) If the seller performs before the due date, the buyer is entitled to store the goods at the seller's expense and risk or to return them to the seller. This also applies if delivery is made cash on delivery.
(9) The seller is not entitled to make partial deliveries unless the buyer agrees to partial delivery in writing or partial delivery is reasonable for the buyer.

5. Retention of title
(1) If the buyer provides parts to the seller, it retains ownership of these parts. Processing or transformation by the seller shall be carried out on behalf of the buyer. If the buyer's reserved goods are processed with other items not owned by the buyer, the buyer shall acquire co-ownership of the new item in proportion to the value of its item to the other processed items at the time of processing. The value of its item shall be determined by the purchase price plus the applicable statutory value-added tax.
(2) If the item provided by the buyer is inseparably mixed with other items that do not belong to it,
it shall acquire co-ownership of the new
item in proportion to the value of the reserved item (purchase price plus
value added tax) to the other processed items at the time of
mixing.
(3) If the mixing is carried out in such a way that the seller's item is to be regarded as the main item, it is agreed that the seller shall transfer proportional co-ownership to the buyer. The seller shall hold the sole ownership or co-ownership in safekeeping for the buyer.
(4) The buyer retains ownership of tools; the seller is further obliged to use the tools exclusively for the manufacture of the goods ordered by the buyer. The seller is obliged to insure the tools belonging to the buyer at replacement value at its own expense against fire, water, and theft damage. At the same time, the seller hereby assigns to the buyer all compensation claims arising from this insurance; the buyer hereby accepts the assignment. The seller is obliged to carry out any necessary maintenance and inspection work on the buyer's tools, as well as all maintenance and repair work, at its own expense and in a timely manner. It must notify the buyer immediately of any malfunctions; if it fails to do so through its own fault, claims for damages remain unaffected.
(5) If the security interests to which the buyer is entitled in accordance with paragraph 1 and/or paragraph 2 exceed the purchase price of all its unpaid reserved goods by more than 10%, the buyer shall be obliged, at the seller's request, to release the security interests at its discretion.

6. Place of performance
Unless otherwise agreed, the place of performance for the seller's deliveries/services is the delivery address specified in the order.

7. Terms of payment
(1) Payments are subject to invoice verification. Payments do not constitute a waiver of any claims for defects and do not represent acknowledgment of performance in accordance with the contract. For transfers from an account, the date of payment is the date on which the order is placed with the transferring credit institution. Bills of exchange and checks from the buyer are accepted in lieu of performance.
(2) Invoices shall be paid either within 14 days with a 3% discount or within 30 days without discount. These periods shall commence as soon as the payment claim is due, the invoice has been received by the buyer, and the seller has rendered the service.
(3) If the buyer is obliged to make advance payment, it shall be entitled to refuse advance payment if there are doubts about the seller's ability to perform. Doubts about the seller's ability to perform shall exist in particular if the seller is in default with a performance to which it is obliged to the buyer under this contract or for any other reason. If the seller provides security for its performance, the buyer's right to refuse advance performance shall lapse.
(4) The buyer shall be entitled to set-off and retention rights to the extent permitted by law.
(5) The seller shall not be entitled to assign claims against the buyer to third parties. Section 354a of the German Commercial Code (HGB) shall remain unaffected.

8. Defect investigation
The buyer is obliged to inspect the goods within a reasonable period of time for any deviations in quality or quantity and to notify the seller of any deviations within 10 working days of receipt of the goods. If the buyer does not notify the seller within this period, the goods shall be deemed accepted. This shall not apply if a defect is discovered that was not apparent during the initial inspection of the goods upon receipt. The notification of such a defect discovered at a later date shall be deemed to have been made in due time if it is made within 10 working days of the date of discovery.

9. Liability for defects
(1) The seller guarantees that all goods delivered by him and all services provided by him comply with the relevant legal provisions, the relevant regulations and guidelines of authorities, professional associations and trade associations, and the latest state of the art. If the seller has reservations about the type of execution desired by the buyer, in particular because it would require him to deviate from the relevant legal provisions, the relevant regulations and guidelines of authorities, professional associations and trade associations, or the state of the art, he must immediately notify the buyer of these reservations in writing. If he fails to do so, he cannot claim against the buyer that the goods were of the agreed quality or suitable for the use specified in the contract.
(2) The buyer is entitled to the full statutory claims for defects. In particular, the buyer is entitled to demand that the seller remedy the defect or deliver a new item, at the buyer's discretion. The right to compensation, in particular the right to compensation in lieu of performance, is expressly reserved.
(3) The buyer is entitled to remedy the defect itself at the seller's expense if the seller is in default.
(4) Unless expressly agreed otherwise, the limitation period for claims for defects is 36 months; in the case of a building and items that have been used for a building in accordance with their normal use and have caused its defectiveness, the limitation period for claims for defects is 5 years. The limitation period begins with the handover of the delivery item to the buyer or the third party designated by the buyer at the place of receipt or use specified by the buyer.

10. Product liability, indemnification, insurance
(1) In the event that the buyer is held liable on the basis of product liability, the seller is obliged to indemnify the buyer against such claims upon first request, provided that and to the extent that the damage was caused by a defect in the contractual item delivered by the seller. In cases of fault-based liability, this shall not apply if the seller is not at fault.
(2) In the above case, the seller shall bear all costs and expenses, including the costs of any legal action or recall campaign. In all other respects, the statutory provisions shall apply.

11. Right of withdrawal
(1) The buyer is entitled – without prejudice to its other rights – to withdraw from the contract in whole or in part without compensation if force majeure, labor disputes, operational disruptions through no fault of its own, unrest, official measures, shortages of raw materials or energy, or other unavoidable events prevent the performance of the contract or if the seller's performance is no longer usable for the buyer due to these circumstances. This shall not apply if the disruption is of insignificant duration or does not result in a significant reduction in delivery requirements.
(2) The buyer is entitled – without prejudice to its other rights – to withdraw from the contract in whole or in part without compensation if the seller fails to provide the buyer with proof of product liability insurance in accordance with Section 10 of these Terms and Conditions of Purchase despite setting a reasonable deadline.
(3) The possibility of withdrawal in accordance with the statutory provisions remains unaffected.

12. Liability
(1) The buyer shall only be liable for damages for which liability is mandatory, such as under the Product Liability Act, in cases of intent and gross negligence, for injury to life, limb, or health, or for breach of essential contractual obligations. The claim for damages due to a breach of essential contractual obligations is limited to the foreseeable damage typical for this type of contract, unless the damage is based on intent or gross negligence or the breach of the essential contractual obligation results in injury to life, limb, or health.

13. Confidentiality and documentation
(1) All business or technical information made available by the buyer shall be kept confidential from third parties as long as and to the extent that it is not demonstrably public knowledge. It may also be made available to persons within the seller's own company only as long as and to the extent that these persons need the information for the purpose of providing services to the buyer. These persons shall also be bound to secrecy by the seller. The information may not be used to execute orders from other companies.
(2) Documents containing business or technical information that the buyer has made available to the seller remain the sole property of the buyer. The buyer reserves all rights to these documents, in particular ownership and copyrights. Such documents may not be reproduced or used commercially without the prior written consent of the buyer. Upon request by the buyer, all such documents, including any copies or records made, must be returned to the buyer immediately and in full. Upon termination of the contractual relationship between the buyer and the seller, the seller must return such documents to the buyer without being requested to do so. This also applies to other items provided on loan.

14. Final provisions
(1) If the seller is a registered trader, a legal entity under public law, or a special fund under public law, the place of jurisdiction shall be the buyer's registered office. However, the seller may be sued at its general place of jurisdiction.
(2) German law shall apply exclusively to the contractual relationships, excluding conflict of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
(3) Should individual provisions of these General Terms and Conditions of Purchase be wholly or partially invalid or void, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by the corresponding statutory provision.