Загальні умови закупівель

GENERAL TERMS AND CONDITIONS of PURCHASE

INTERPIPE EUROPE SA, KLW WHEELCO SA, INTERPIPE ROMAN SA, INTERPIPE CENTRAL TRADE GmbH

effective as of June 19th, 2026

 

1.    Scope

1.1 These general terms and conditions of purchase (the “GTCP”) shall apply to the purchase of any products, items, materials, software, components and services (the “Goods”) that are bought by the companies of Interpipe Group (the “Buyer”) from the Supplier (the “Seller”).

1.2. Together with any of the Buyer’s specific conditions contained in the respective purchase order, request, accepted quotation or offer and such other documents, specifically incorporated by reference herein ("Order") these GTCP shall form the entire agreement between the Buyer and the Seller, and supersede, in their entirety, any other conflicting terms and conditions proposed by the Seller and any oral or written communications that are not expressly incorporated herein (for the convenience purposes only, the GTCP together with the respective Order shall be referred to as the “Agreement”). Only the Agreement and any documents incorporated by reference therein are binding on the Buyer.

1.3 The Buyer shall not recognize any terms and conditions of the Seller or any person participating in the chain of supply, which contradict or diverge from these GTCP. Any other agreements (general terms of sale of the Seller, master contracts, bylaws etc.) applied by the Seller and/or specified by the Seller in respective Agreement and any documents incorporated by reference therein shall not be applicable and shall not be binding on the Buyer even if they have been provided thereto. These Terms shall apply exclusively and supersede any conflicting or divergent terms and conditions of the Seller. The Buyer's acceptance of the Goods or performance of any obligations hereunder shall not constitute acceptance of the Seller’s terms, even if the Buyer is aware of such terms at the time of delivery. Any subsequent objection or reservation by the Seller against these GTCP shall be void and of no effect.  

1.4 These GTCP shall remain fully valid even if individual provisions are found to be legally ineffective or unenforceable.

1.5 If there is a discrepancy or ambiguity between the conditions in an Order and these GTCP, the conditions in the Order shall prevail.

1.6 The documentation, catalogues, samples, drawings, estimates and other materials produced by the Seller and any descriptions or illustrations contained in the Seller's catalogues or brochures are considered to be produced for the sole purpose of giving an approximate idea of the Goods described in them and for information purposes only, and shall not be binding without the respective Order.

 

2. Price-Invoicing-Payment terms

2.1 Unless otherwise agreed in a document signed by the Parties, the prices indicated in the Order are firm and not subject to revision, inclusive of all taxes and duties except VAT. These prices include all costs and expenses incurred by the Seller for the performance of the Order up to and including Delivery (as defined in these GTCP), including, where applicable, accessories, devices and/or tools necessary to ensure complete and functional use and maintenance of the Goods and are inclusive of all payments for the use of any intellectual property rights, including those of third parties. In no case shall the prices indicated on the Order—which include packaging costs as well as any other expense, cost, risk or charge related to the performance of the Order—be modified without the Buyer’s prior consent formalized either by an amendment to the purchase order or by a new purchase order canceling and replacing the initial document.

2.2 The Seller undertakes to issue invoices for the Goods in compliance with the contractual documents and in any event not before delivery of the products, and not before completion of the services. If a billing schedule agreed between the Parties is mentioned in the Order, the Seller must comply with it. Invoices must be drawn up by the Seller in accordance with the regulations in force and include, in addition to the legally required information, the following details:

•             The Order reference as indicated on said Order;

•             A detailed description of the Goods as described in the Order;

•             The bank account details (IBAN, etc.) to which payment must be made;

•            The date and number of the delivery slip or of the acceptance report or work completion certificate, or any other event triggering invoicing as provided in the Order.

The original invoice must be sent, immediately upon issuance, to the address specified in the Order. The originals of delivery slips, acceptance reports, or any other contractually stipulated document triggering invoicing are sent to the Buyer and are not attached to the invoice.

2.3 Payments of the Seller's invoices shall be made within the deadlines specified in the Order. The Buyer reserves the right to withhold payments if the Seller fails to fully perform its contractual obligations, or to set-off any costs or damages resulting from the Seller’s default against any outstanding invoices.

2.4 The lack of an explicit rejection of an invoice does not constitute acceptance thereof by the Buyer. Furthermore, payment of an invoice shall not be construed as an admission or agreement by the Buyer that the delivered Goods comply with the requirements of the Order.

 

3. Delivery-transfer of Title-Packaging-Transportation

3.1 The Goods shall be delivered DDP (Incoterms 2010) to the exact destination specified by the Buyer in the Order (the “Delivery”).

3.2 Risk of loss and title to the Goods shall transfer from the Seller to the Buyer upon completion of Delivery pursuant to Section 3.1. The Seller warrants that it holds full and unencumbered title to the Goods at the time of Delivery, and shall deliver them free and clear of all liens, claims, charges, or encumbrances.

3.3 Pre-Delivery Requirements:

(a) Prior to Delivery, the Seller shall thoroughly inspect the Goods to ensure strict compliance with the specifications, quality, weight, dimensions, and other requirements set forth in the Order, and to verify the absence of any damage to the Goods or their packaging.

(b) The Goods must be packed securely to prevent any damage or deterioration during transit and handling. All packages and items must be clearly and properly marked:

(i) in accordance with all applicable laws and regulations, particularly regarding hazardous materials;

(ii) in compliance with the Buyer’s reasonable instructions;

(iii) explicitly stating the Buyer's Order number, Seller’s identity, item code, Delivery location, item description, weight, and quantity;

(iv) with all mandatory markings required for seamless Delivery, handling, and subsequent assembly.(c) Appropriate slinging, lifting, and handling accessories must be supplied together with the Goods.

3.4 Transportation and Delays:

(a) The Seller shall transport the Goods using suitable means of transport, equipment, and accessories, employing competent, qualified, and financially solvent carriers or subcontractors where required.

(b) If Delivery is not completed within the timeframe specified in the Order or any referenced documents, the Buyer may, upon notifying the Seller of such delay, either: terminate the Order within 28 days from the scheduled delivery date and claim full damages, or elect to accept late Delivery. The Buyer reserves the right to reject any partial or premature Deliveries, and may at its sole discretion:(i) return the non-conforming shipment to the Seller; or(ii) store the shipment at the Seller’s sole expense and risk.

(c) Upon the Buyer’s request, the Seller shall promptly remove and dispose of all packaging materials from the Buyer’s premises after Delivery.

3.5 The Seller shall immediately notify the Buyer in writing of any actual or anticipated Delivery delays, providing comprehensive details regarding the cause and submitting a corresponding recovery plan.

 

4. Inspection-Acceptance

4.1 Without prejudice to Section 4.3, the Buyer reserves the right to monitor the progress and proper performance of the Order, as well as to inspect the Goods at the premises of the Seller or its subcontractors, or at any other location, during normal business hours and upon reasonable prior notice. The Seller shall provide, and shall ensure that its subcontractors provide, the Buyer and its authorized representatives with all necessary and reasonable access to their respective facilities to facilitate such inspections.

4.2 The Seller must establish, maintain, and implement a certified quality management system compliant with ISO 9001 and IATF 16949 (or their latest equivalents), depending on the nature and requirements of the Goods.

4.3 The Buyer shall notify the Seller of any patent (apparent) defects in the Goods without undue delay. The Buyer shall be entitled to reject defective Goods within 30 days following Delivery and demand that the Seller collect such Goods promptly at the Seller's sole risk and expense.

 

5. Technical documentation

On or before the date of Delivery, the Seller must deliver to the Buyer all technical and supporting documentation relating to the Goods, including any documents customarily provided or reasonably requested by the Buyer. Such documentation shall constitute an integral part of the Goods and shall become the Buyer's property.

 

6. Warranties and remedies

6.1 The Seller warrants and represents that the Goods:

• (a) strictly conform to the agreed specifications, drawings, samples, and other contractual requirements;
• (b) are fully fit and sufficient for the particular purpose(s) made known to the Seller;
• (c) are free from any defects in design, materials, and workmanship, as well as clear of any security interests, liens, claims, or encumbrances; and
• (d) comply with all applicable statutory rules, mandatory regulations, and industrial standards.

6.2 The Seller warrants the proper performance and defect-free operation of the Goods for a period of three (3) years from the date they are successfully put into service.

6.3 In the event that any Goods fail to comply with the warranties set forth herein, the Buyer shall be entitled, at its sole discretion, to exercise one or more of the following remedies:

• (a) reject the non-conforming Goods and require the Seller to either repair them or provide a replacement, entirely at the Seller’s cost and expense;
• (b) terminate the Order pursuant to Section 11 (Termination), provided the Seller has failed to deliver repaired or replacement Goods within a reasonable timeframe;
• (c) accept the Goods subject to an equitable price reduction agreed upon by the Parties.
• The Seller shall collect and remove all rejected Goods from the Buyer’s premises at its own risk and expense within thirty (30) days following the date of rejection notice.

6.4 If the Seller fails to remedy the defect or deliver replacement Goods within a reasonable period, the Buyer reserves the right to arrange for the repair or replacement of the Goods themselves or via a third party, at the Seller’s sole expense.

6.5 Any Goods repaired or replaced under this warranty shall be subject to all provisions of this Section 6. A renewed or extended warranty period shall apply to such repaired or replaced Goods, starting from the date of their subsequent Delivery or successful repair.

6.6 The Seller’s liability for defects, non-conformities, or any other failures to meet the requirements of the Order shall remain absolute and unaffected by any prior inspection, testing, approval, or formal acceptance of the Goods by the Buyer.

 

7. Health, Safety, and Environmental Compliance

The Seller warrants that the Goods pose no hazard to health, safety, or the environment, provided they are handled, used, and stored in accordance with generally accepted industry practices. The Seller shall provide comprehensive safety data sheets (SDS), relevant codes of practice, and factory inspection reports detailing all mandatory hygiene, safety, and environmental standards required for the handling, processing, and storage of the Goods, including their by-products and any associated waste.

Furthermore, the Seller warrants that it, along with its contractors, personnel, and agents, shall strictly comply with all rules, regulations, and policies governing the safe, orderly, and efficient conduct of operations on the Buyer’s premises, including all applicable truck delivery and logistics guidelines.

 

8. Third party rights and indemnifications

8.1 The Seller warrants that neither the Goods, nor their use, resale, or distribution, infringe or violate any third-party rights, including but not limited to patents, trademarks, copyrights, trade secrets, or other intellectual property rights. The Seller shall indemnify, defend, and hold harmless the Buyer from and against any and all claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising out of or resulting from any such infringement. Upon the Buyer’s request, the Seller shall, at its own sole expense, assume the defense of the Buyer against any such third-party claims.

8.2 In the event that the Goods become, or in the Seller's or Buyer's reasonable opinion are likely to become, the subject of an infringement claim, the Seller shall, following consultation with the Buyer and at its own expense, promptly either:

• (a) procure for the Buyer the right to continue using, selling, and distributing the Goods; or
• (b) modify or replace the Goods so that they become non-infringing, provided that such modification or replacement does not impair their performance, functionality, or strict compliance with the Order.

 

9. Confidentiality and Intellectual property rights

9.1 Confidentiality Obligations:

• (a) All written, oral, or electronic information disclosed by one Party to the other in connection with the Order—including but not limited to technical data, specifications, business forecasts, know-how, procedures, drawings, and commercial details—shall be treated as strictly confidential.
• (b) Neither Party shall disclose such confidential information to any third party without the prior written consent of the disclosing Party.
• (c) The receiving Party shall use this information exclusively for the proper performance of the Order or for preparing corresponding offers and quotations for the Buyer.
• (d) The confidentiality obligations set forth in this Section 9.1 shall remain in full force and effect during the term of the Order and for a period of three (3) years following the date of Delivery.

9.2 All rights of ownership, copyrights, patents, and any other intellectual property rights in and to any designs, drawings, specifications, samples, software, or documents provided by the Buyer to the Seller shall remain the exclusive property of the Buyer. The Seller shall not use such materials for any purpose other than the execution of the Buyer’s Order.

 

10. Force Majeure

10.1 Definition and Scope:

(a) Neither Party shall be held liable for any delay or failure to perform its obligations under the Order, in whole or in part, to the extent such performance is prevented, delayed, or hindered by an event beyond its reasonable control.

(b) Such event must have been reasonably unforeseeable at the date of the Order and fundamentally unavoidable. Qualifying events include, but are not limited to, general strikes, epidemics, floods, earthquakes, acts of war, embargoes, and civil unrest (each certified by a competent authority or Chamber of Commerce as a "Force Majeure" event, where applicable).

(c) Force Majeure strictly excludes any strikes, lockouts, or other labor disputes initiated by, or involving exclusively, personnel or workers within the affected Party’s own organization.

10.2 Notification and Mitigation: The Party affected by Force Majeure shall notify the other Party in writing within five (5) days of its occurrence, providing sufficient evidence that its performance has been or may be prevented or delayed. The affected Party shall deploy all commercially reasonable efforts to mitigate the consequences of the Force Majeure event.

10.3 Short-Term Force Majeure:If the effects of the Force Majeure event persist for three (3) months or less, the delivery of the affected Goods shall be rescheduled to a mutually agreed time, which shall be no later than six (6) months after the Force Majeure event has ceased to exist.

10.4 Long-Term Force Majeure: If the effects of the Force Majeure event last longer than three (3) months, either Party may terminate the affected Order by giving 30 days’ prior written notice. In the absence of such termination, the affected Goods shall be delivered at a mutually agreed time, which shall be no later than 12 months after the Force Majeure event has ceased to exist.

10.5 Cessation Notice: The Party claiming Force Majeure must notify the other Party in writing within five (5) days after the Force Majeure event has completely ceased to exist.

10.6 Buyer’s Right to Alternative Sourcing:If the Seller invokes Force Majeure, the Buyer reserves the right to procure identical or similar goods from alternative sources. In such an event, the Buyer shall be automatically released from its contractual obligation to purchase those specific Goods from the Seller.

 

11. Termination

11.1 Termination for Convenience and Suspension: The Buyer reserves the right to suspend the performance of the Order for a period determined at its sole discretion, or to terminate the Order, in whole or in part, without cause (for convenience), by providing the Seller with fourteen (14) days’ prior written notice. In the event of such suspension or termination, the Buyer's sole liability shall be to reimburse the Seller for all reasonable and documented direct costs properly incurred by the Seller up to the effective date of the suspension or cancellation notice.

11.2 Termination for Cause (Material Breach): If either Party commits a material breach of any provision of the Order, the non-breaching Party shall have the right to terminate the Order with immediate effect upon written notice, without incurring any further liability or obligation. The non-breaching Party shall be entitled to recover from the breaching Party all direct costs, losses, and expenses resulting from or arising out of such termination, including the immediate refund of any advance payments or other amounts previously paid under the affected Order.

 

12. Insurance

The Seller shall, at its own expense, procure and maintain in full force and effect all necessary insurance policies with reputable insurers to adequately cover its liabilities and obligations arising under or in connection with the Order. Upon the Buyer’s request, the Seller shall promptly provide valid certificates of insurance or other satisfactory evidence of such coverage.

 

13. Subcontracting

The Seller shall not subcontract any of its obligations under the Order, in whole or in part, to any third party without the prior written consent of the Buyer, which consent shall not be unreasonably withheld or delayed. Any such subcontracting shall be executed at the Seller’s sole risk and expense. The Seller remains fully liable for all acts, defaults, and omissions of its subcontractors as if they were its own, and shall indemnify, defend, and hold harmless the Buyer against any loss, damage, or expense arising out of or in connection with the performance or non-performance of such subcontractors.

 

14. Assignment

Neither Party shall assign, delegate, or otherwise transfer any of its rights or obligations under the Order — including the right to receive payments— to any third party without the prior written consent of the other Party. Such consent shall not be unreasonably withheld, conditioned, or delayed.

 

15. Applicable law and jurisdiction

15.1 The Order, including its interpretation, validity, and performance, shall be governed by and construed exclusively in accordance with the substantive laws of the jurisdiction where the Buyer is incorporated. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 1980 is hereby expressly excluded.

15.2 Jurisdiction:

• (a) Any dispute, controversy, or claim arising out of or in connection with the Order shall be subject to the exclusive jurisdiction of the competent courts at the Buyer’s place of incorporation.
• (b) Notwithstanding the foregoing, the Buyer reserves the absolute right, at its sole discretion, to initiate legal proceedings against the Seller before any court having jurisdiction over the Seller, its assets, or the location of the Goods.

 

16. Compliance

16.1 Compliance with Law:

Each Party shall comply, and shall ensure that its directors, officers, employees, contractors, subcontractors, suppliers, and agents (collectively, “Personnel”) comply, with all applicable laws, statutes, and regulations. This obligation explicitly covers laws regarding anti-corruption, anti-money laundering, bribery, tax evasion, economic sanctions, the registration, evaluation, authorization, and restriction of chemicals (including REACH/RoHS where applicable), and occupational health and safety. Neither Party shall engage in or facilitate any illegal or unlawful activity.

The Seller guarantees that there are no citizens of Russian Federation and Republic of Belarus or company(-ies) registered in Russian Federation and Republic of Belarus or any other sanctioned jurisdictions among its shareholders and/or beneficial owners.

If the Seller breaches its obligations under this cl.16.1 and thus any penalties or other consequences occur for the Buyer as a result of such breach – the Seller is obliged to reimburse to the Buyer any and all losses (including but not limited to reputational and financial), penalty amounts or fines imposed on the Buyer.

16.2 Anti-Corruption:

The Seller warrants and represents that it has not paid, has not agreed to pay, and shall not pay—directly or indirectly through its Personnel or any third party acting on its behalf—any commissions, facilitation payments, gifts, or inducements in connection with the Order.

16.3 Fraud Prevention:

The Parties shall implement all necessary measures, in accordance with best industry practices, to prevent any fraudulent activity in connection with the Order by themselves, their Personnel, or any representatives of their Personnel.

16.4 Adherence to Interpipe’s Codes and Policies:

The Seller acknowledges that it has reviewed Interpipe’s Codes and Policies available on the official website at interpipe.biz. In performing its obligations under the Order, the Seller shall strictly adhere to the principles set forth in these Policies and shall ensure full compliance by its Personnel.

16.5 Internal Controls, Record Keeping, and Audit Rights:

• 16.5.1 The Seller shall maintain, and ensure that its Personnel maintain, effective internal controls and accounting procedures to ensure compliance with this Section 16, including the accurate recording and reporting of all relevant financial transactions in its books and records.
• 16.5.2 The Seller shall retain, and ensure that its Personnel retain, all records, invoices, and data related to the Order (the “Records”) for a period of ten (10) years following its completion or termination. Upon the Buyer’s request, the Seller shall promptly provide original Records, which the Buyer may copy and retain.
• 16.5.3 The Buyer reserves the right to monitor or audit the Seller’s compliance with this Section 16 at any time during the term of the Order and for ten (10) years thereafter. For audit purposes, the Seller shall provide the Buyer (or its authorized auditors) with access to its premises and Records, and permit interviews with the Seller’s Personnel. The Seller shall implement any corrective actions or recommendations resulting from such audits within the deadlines specified by the Buyer.

16.6 Indemnification and Site Risk:

• 16.6.1 The Seller shall indemnify, defend, and hold harmless the Buyer, its affiliates, associated companies, and their respective Personnel from and against any and all liabilities, losses, damages, costs, expenses, claims, proceedings, fines, and penalties arising out of or resulting from the Seller’s breach of any obligation, warranty, or undertaking in this Section 16.
• 16.6.2 To the extent that the Seller or its Personnel enter the Buyer’s property or facilities, they do so entirely at their own risk and sole responsibility.

16.7 Absolute Liability:

Nothing in this Section 16 shall limit, exclude, or modify any statutory obligation or liability imposed by applicable law upon the Seller or its Personnel.