1. General information

We carry out deliveries exclusively on the basis of the following terms of delivery. Any conflicting terms and conditions of the customer shall not apply, even if we do not expressly object to them.

Our terms of delivery shall also apply to extensions of the scope of the contract, to follow-up orders and to all future transactions between us and the customer.

2. Offers and prices

2.1 Offers and prices are subject to change and non-binding until the contract is concluded. In the absence of a special agreement, the prices shall apply ex place of dispatch 74354 Besigheim including loading, but excluding freight and packaging. Value added tax at the respective statutory rate shall be added to the prices.

2.2 The documents belonging to the offer, such as illustrations, drawings, weights and dimensions, are only approximate unless they are expressly designated as binding. We reserve the right of ownership and copyright to cost estimates, invoices and other documents; they may not be made accessible to third parties.

2.3 Payments are to be made in euros and within 30 days of the invoice date, although we reserve the right to insist on payment in advance. If an agreed payment date is exceeded or if the customer is in arrears, we shall charge interest on arrears from the due date at a rate of 3% above the respective discount rate of the Deutsche Bundesbank plus statutory VAT.

2.4 The customer shall only be entitled to set-off, retention or reduction, even if notices of defects or counterclaims are asserted, if we have expressly agreed to this in writing or if the counterclaims have been recognised by declaratory judgement.

3. Scope of delivery

3.1 In the case of our offer and its timely acceptance, the offer shall be decisive for the scope of delivery, otherwise our order confirmation shall be decisive. Collateral agreements and amendments as well as assurances require our written confirmation to be effective.

3.2 When ordering industrial fittings, the customer is obliged to specify the exact medium and its pressure values. Otherwise we accept no liability for damage to or destruction of the delivery item caused by the medium or its pressure. For consequential damage, § 7.10 of these terms of delivery shall apply in any case.

4. Delivery time

4.1 The delivery period shall commence with the dispatch of the order confirmation, but not before the customer has provided the documents, authorisations and approvals to be procured and not before receipt of any agreed advance payment.

4.2 The delivery deadline shall be deemed to have been met if the delivery item has left the factory or readiness for dispatch has been notified by the time it expires.

4.3 The delivery period shall be extended appropriately in the event of industrial disputes, in particular strikes and lockouts, as well as in the event of unforeseen obstacles which demonstrably have a significant impact on the completion or delivery of the delivery item. This shall also apply if the circumstances occur at subcontractors. If the hindrance lasts longer than three months, both parties are entitled to withdraw from the contract with regard to the part not yet fulfilled.

4.4 If dispatch is delayed at the customer's request, the customer shall be charged the costs incurred for storage, starting one month after notification of readiness for dispatch, but at least 0.5% of the invoice amount for each month in the case of storage at our works. However, we shall be entitled to dispose of the delivery item otherwise after setting a reasonable deadline which has expired without result and to supply the customer within a reasonably extended period.

4.5 Compliance with the delivery period requires the fulfilment of the customer's contractual obligations.

5. Transfer of risk and acceptance

5.1 The risk shall pass to the customer at the latest when the delivery parts are dispatched, even if partial deliveries are made or we have assumed other services, e.g. the shipping costs or delivery and installation. At the customer's request and expense, we shall insure the consignment against theft, breakage, transport, fire and water damage and other insurable risks.

5.2 If dispatch becomes impossible or is delayed through no fault of our own, the risk shall pass to the customer upon notification of readiness for dispatch.

5.3 Partial deliveries are permissible on the part of NieRuf GmbH.

6. Retention of title

6.1 We reserve title to the delivery item until receipt of all payments arising from the business relationship with the customer. The retention of title shall also extend to the recognised balance insofar as we book claims against the customer in the current account (current account reservation).

6.2 If we take back the delivery item, this shall not constitute a cancellation of the contract, unless the provisions of the Instalment Purchase Act apply, unless we have expressly declared this in writing. Seizure of the delivery item shall always constitute cancellation of the contract.

In the event of seizures or other interventions by third parties, the customer must inform us immediately in writing so that we can file a suit in accordance with § 771 ZPO (German Code of Civil Procedure). If the third party is not in a position to reimburse us for the court and out-of-court costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.

6.3 The customer shall be entitled to resell the delivery item in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) which accrue to him from the resale against his customers or third parties, irrespective of whether the delivery item has been resold without or after processing. The customer is authorised to collect this claim even after its assignment. Our authorisation to collect the claim ourselves remains unaffected by this; however, we undertake not to collect the claim as long as the customer duly fulfils his payment obligations and is not in default of payment. In this case, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.

6.4 The processing or transformation of the delivery item by the customer shall always be carried out on our behalf. If the delivery item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the delivery item to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the reserved goods.

6.5 The customer also assigns to us the claims to secure our claims against him which accrue to him against a third party through the connection of the delivery item with the property.

6.6 If the delivery item is combined with a property owned by the customer, the combination is only for a temporary purpose (§ 95 BGB).

6.7 We undertake to release the securities to which we are entitled at the customer's request insofar as their value exceeds the claims to be secured by more than 20%, insofar as these have not yet been settled.

7. Liability for defects in the delivery

We shall be liable for defects in the delivery, including the absence of expressly warranted characteristics, and their consequences, to the exclusion of further claims as follows:

7.1 The warranty period for all goods sold is twelve months from the date of delivery by us.

7.2 Notification of defects must be made immediately, but in the case of obvious defects no later than two days after arrival of the delivery at the destination.

7.3 We provide a warranty exclusively in such a way that we repair or replace defective parts at our discretion. Replaced parts shall become our property.

7.4 We accept no liability for damage caused by the following reasons: unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, natural wear and tear, faulty or negligent handling, unsuitable operating materials, replacement materials, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences, unless they are attributable to our fault.

7.5 The customer must give us the necessary time and opportunity to carry out all repairs and replacement deliveries that we deem necessary at our reasonable discretion, otherwise we shall be released from liability for defects. Only in urgent cases where operational safety is jeopardised and to prevent disproportionately large damage, in which case we must be notified immediately, or if we are in default with the rectification of the defect, shall the customer have the right to rectify the defect himself or have it rectified by a third party and to demand compensation from us for the indirect costs of repairing the defective part or - if necessary - the purchase of a replacement part. We shall not bear any additional costs incurred as a result of the installation of the delivery item.

7.6 Of the direct costs arising from the repair or replacement delivery, we shall bear the costs of the replacement part including its despatch or the costs of repairing the defective part including its despatch. All other costs, in particular additional costs incurred as a result of the installation of the delivery item, shall be borne by the customer.

7.7 The warranty period for the replacement part and the repair shall be three months, but shall run at least until the expiry of the original warranty period for the delivery item.

7.8 Any modifications or repair work carried out improperly by the customer or third parties without our prior authorisation shall invalidate any liability for the resulting consequences.

7.9 For third-party products supplied by us, we pass on the warranty of the upstream supplier in full by hereby assigning our claims in this respect to our customer, who accepts the assignment. As long as the upstream supplier is obliged to provide a warranty, the warranty is possible and enforceable against him, our own warranty obligation shall not apply.

7.10 Further claims of the customer, in particular a claim for compensation for damage that has not occurred to the delivery item itself, are excluded unless they are based on intent or gross negligence.

7.11 A guarantee period of 24 months applies to items labelled ‘NieRuf guarantee’ on the details page at www.nieruf.com. The warranty period begins on the day of delivery.

The ‘NieRuf Guarantee’ does not apply to:

-       Unsuitable or improper use

-       faulty installation or commissioning by the customer or third parties

-       Wear and tear

-       faulty or negligent handling

-       Incorrect handling or operation

-       Unsuitable operating materials, replacement materials

-       Chemical, electrochemical or electrical influences

-       Insofar as they are not attributable to our fault

8. Liability for secondary obligations

If, due to our fault, the delivered item cannot be used by the customer in accordance with the contract as a result of omitted or faulty execution of suggestions and advice given before or after conclusion of the contract as well as other contractual ancillary obligations - in particular instructions for operation and maintenance of the delivery item, the provisions of clauses 7 and 9 shall apply accordingly to the exclusion of further claims by the customer.

9. Customer's right of cancellation and our other liability

9.1 The customer may withdraw from the contract if the entire delivery finally becomes impossible for us before the transfer of risk. The same shall apply in the event of our inability. The customer may also withdraw from the contract if, in the case of an order for similar items, the fulfilment of part of the delivery becomes impossible in terms of quantity and the customer has a justified interest in rejecting a partial delivery; if this is not the case, the customer may reduce the consideration accordingly.

9.2 If there is a delay in performance within the meaning of Clause 4 of the Terms and Conditions of Delivery and the customer grants us a reasonable grace period after default with the express declaration that he will refuse to accept the service after expiry of this period and we do not comply with the grace period, the customer shall only be entitled to withdraw from the contract.

9.3 If the impossibility occurs during the delay in acceptance or through the fault of the customer, the customer shall remain obliged to provide consideration.

9.4 The customer shall also have a right of cancellation if we allow a reasonable period of grace granted to us for the repair or replacement delivery in respect of a defect for which we are responsible within the meaning of the terms of delivery to expire fruitlessly through our fault. The customer's right of cancellation shall also apply in the event of impossibility or inability of repair or replacement delivery by us. Further claims of the customer are excluded.

9.5 NieRuf GmbH's offer is aimed exclusively at commercial customers and not at consumers. In general, we do not accept returned goods. If it is necessary to return goods, the customer must contact us in advance. Returns must always be postage paid or collected by us free of charge. We will not accept any costs for cash on delivery or carriage forward returns. Goods can only be returned by arrangement if they are undamaged/unused and properly packed, e.g. in their original packaging. In this case, a restocking fee of at least 30% of the gross list price will be charged.

Items labelled ‘NieRuf exchange’ on the details page at www.nieruf.com can be returned within 21 days without a storage fee.

Prerequisite:

-       Original packed article

-       Not installed

-       Maximum 5 pieces per delivery

-       Return shipping is at your expense

No credit can be given for built-in parts, incomplete parts and goods damaged by faulty packaging on return. 

The return period begins on the day of delivery by NieRuf GmbH.

Special items, items that have been customised (e.g. pressure setting) and items in the safety valve category cannot be returned.

10. Right of the supplier to cancellation

In the event of unforeseen events within the meaning of Clause 4 of the Terms and Conditions of Delivery, insofar as they significantly change the economic significance or the content of the service or have a significant impact on our operations and in the event of subsequent impossibility of performance, the contract shall be adjusted accordingly. If this is not economically justifiable, we shall be entitled to withdraw from the contract in whole or in part. The customer shall not be entitled to claim damages due to such cancellation. If we wish to make use of our right of cancellation, we must inform the customer immediately after realising the consequences of the event, even if an extension of the delivery period was initially agreed with the customer

11. Place of fulfilment, place of jurisdiction, partial invalidity

11.1 The place of fulfilment and jurisdiction for all claims arising from the business relationship with the customer, including claims arising from bills of exchange and cheques, is 74354 Besigheim.

11.2 The law of the Federal Republic of Germany shall apply exclusively to this contract and its interpretation as well as to the other relationships between the customer and us.

11.3 The invalidity of a provision of the contract concluded between us and the customer or of these terms of delivery shall not affect the validity of the remaining provisions. In such a case, we are authorised to replace the invalid provision with a valid provision whose economic success corresponds as closely as possible to that of the invalid provision. The same applies to contractual loopholes.