GENERAL TERMS AND CONDITIONS OF SALE

 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 property rights and copyrights to cost estimates, invoices and other documents; they may not be made accessible to third parties. 

 2.3 Payments shall be made in Euro and within 30 days from the date of the invoice; however, we reserve the right to insist on payment in advance. If an agreed payment date is exceeded or if the customer is in default, 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 the statutory value added tax. 

 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 in writing or if the counterclaims have been legally established.

3. Scope of delivery

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

3.2 When ordering industrial valves, the customer is obliged to specify the medium and its pressure values to us exactly. Otherwise, we shall not assume any liability for damage to or destruction of the delivery item due to the medium or its pressure. For consequential damages, § 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 provision of the documents, approvals, releases to be procured by the customer and before receipt of any agreed down payment. 

 4.2 The delivery period shall be deemed to have been complied with if the delivery item has left the factory or notification of readiness for dispatch has been given by the time the delivery period expires. 

 4.3 The delivery period shall be extended appropriately in the event of measures within the scope of industrial disputes, in particular strikes and lockouts, as well as the occurrence of unforeseen obstacles which can be proven to have a significant influence 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 shall be entitled to withdraw from the contract with regard to the part not yet fulfilled. 

5.Transfer of risk and acceptance

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

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

 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 acknowledged balance insofar as we book claims against the customer to current account (current account reservation).

6.2 The taking back of the delivery item by us shall not constitute a withdrawal from the contract, unless the provisions of the German Installment Purchase Act apply, unless we have expressly declared this in writing. The seizure of the delivery item shall always constitute a withdrawal from the contract.

In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing so that we can take legal action in accordance with § 771 of the German Code of Civil Procedure (ZPO). Insofar as 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) accruing to him from the resale against his customers or against third parties, irrespective of whether the delivery item has been resold without or after processing. The customer shall be authorized to collect this claim even after its assignment. Our authority to collect the claim ourselves shall remain unaffected; however, we undertake not to collect the claim as long as the customer duly meets his payment obligations and is not in default of payment. In this case, we may demand that the customer inform us of the assigned claims and their debtors, provide all information required for collection, hand over the relevant documents and inform 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 goods subject to retention of title.

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

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

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

7. Liability for defects of the delivery

We shall be liable for defects in the delivery, which shall also include 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 shall be twelve months from the date of delivery by us. 

 7.2 Notification of defects shall be made without delay, in the case of obvious defects, however, at the latest within two days after arrival of the delivery at the place of destination. 

 7.3 We shall provide warranty exclusively by repairing defective parts or supplying new parts at our discretion. Replaced parts shall become our property. 

 7.4 We shall not assume any warranty 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 shall give us the necessary time and opportunity to carry out all repairs and replacement deliveries that we deem necessary in our reasonable discretion, otherwise we shall be released from liability for defects. Only in urgent cases of danger to operational safety 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 dispatch or the costs of repairing the defective part including its dispatch. 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 improper modifications or repair work carried out by the customer or third parties without our prior approval shall void any liability for the resulting consequences. 

 7.9 For third-party products delivered by us, we shall pass on the warranty of the upstream supplier in full by hereby assigning our claims in this respect to our customer, who shall accept the assignment. As long as the upstream supplier is obliged to provide a warranty, as long as the warranty is possible for him and as long as it is 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 which has not occurred to the delivery item itself, are excluded unless they are based on intent or gross negligence.

7.11 A warranty period of 24 months shall apply to articles marked with "NieRuf warranty" on the detail page at www.nieruf.com. The warranty period starts from the day of delivery.

The "NieRuf Guarantee" does not apply to:

-       unsuitable or improper use

-       faulty assembly or commissioning by the customer or third parties

-       wear 

-       faulty or negligent handling

-       incorrect handling or operation

-       unsuitable operating materials, substitute materials

-       chemical, electrochemical or electrical influences

-       provided that they are not attributable to our fault

8. Liability for collateral duties

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 consultations prior to 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 Sections 7 and 9 shall apply accordingly, to the exclusion of further claims of the customer.

9. Customer's right of withdrawal 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, it becomes impossible to execute part of the delivery in terms of quantity and the customer has a justified interest in refusing 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 Section 4 of the Terms and Conditions of Delivery and if, after the delay, the customer grants us a reasonable grace period with the express declaration that it will refuse to accept the performance after the expiry of this period and if we fail to comply with the grace period, the customer shall only be entitled to rescind the contract. 

 9.3 If the impossibility occurs during the delay in acceptance or through the fault of the customer, the customer shall remain obligated to counter-performance. 

 9.4 The customer shall also be entitled to withdraw from the contract if we allow a reasonable period of grace granted to us for the repair or replacement delivery with regard to a defect for which we are responsible within the meaning of the terms and conditions of delivery to expire fruitlessly through our fault. The customer's right of withdrawal shall also apply in the event of impossibility or inability of repair or replacement by us. Further claims of the customer are excluded.

9.5 The offer of NieRuf GmbH is directed exclusively to commercial customers and not to consumers. In general, we do not take back any goods. Should a return of goods be necessary, the customer must contact us in advance. Return shipments must always be cleared or picked up by us free of charge. Costs for returns by cash on delivery or freight collect will not be borne by us. A return after consultation can only take place insofar as the goods are undamaged/unused and properly packed, e.g. in original packaging, in this case a restocking fee of min. 30% of the gross list price will be charged.

Items marked "NieRuf Exchange" on the details page at www.nieruf.com may be returned within 21 days with no restocking fee.

Prerequisite:

-       Original packed article

-       Not installed

-       Maximum 5 pieces per delivery

-       Return shipping is at your expense

Installed parts, incomplete parts and goods damaged by defective packaging during return cannot be credited. 

 The return period starts from the day of delivery by NieRuf GmbH.

Special items, items that have been customized (e.g. pressure setting), and items in the safety valve category are excluded from return.

10. Right of the supplier to withdraw

In the event of unforeseen events within the meaning of Section 4 of the Terms and Conditions of Delivery, insofar as they significantly change the economic significance or the content of the performance or have a significant effect on our operations, and in the event that it subsequently becomes apparent that performance is impossible, 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 on account of such a withdrawal. If we wish to make use of the right of withdrawal, we must notify the customer of this without delay after realizing the significance of the event, even if an extension of the delivery period was initially agreed with the customer.

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

11.1 The place of performance and jurisdiction for all claims arising from the business relationship with the customer, including claims based on bills of exchange and checks, shall be 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 any provision of the contract concluded between us and the Customer or of these Terms and Conditions of Delivery shall not affect the validity of the remaining provisions. In such a case, we shall be authorized 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 shall apply in the event of gaps in the contract.