General terms and conditions
1. General
1.1 These conditions apply to all agreements concluded by Niagri Engineering Ltd (hereinafter referred to as ‘the supplier’) and to all quotations issued by the supplier. Deviations from these conditions are only valid if expressly agreed upon by the supplier and set out in a document specifically drawn up for the purpose and legally signed by supplier.
1.2 Should any stipulation of these conditions be invalid or be declared invalid, all other stipulations of these conditions shall remain fully in force and the supplier and client shall discuss the matter in good faith to agree upon an alternative to replace the otherwise invalid or invalidated stipulation, taking the purpose and aim of the invalid or invalidated item into account as far as possible.
2. Quotations and Orders
2.1 The supplier submits all quotations without any obligation whatsoever for the client, unless explicitly stated otherwise in the quotation. The prices quoted are current prices and are valid for at most 30 days from the date of the quotation in all cases. The supplier cannot be held accountable for printing, material and/or calculation errors in a quotation.
2.2 Insofar as this is not expressly stated otherwise in the quotation, an agreement shall only come into effect after the supplier has accepted the order in writing. An agreement with the client can only come into effect after the supplier has sent an order confirmation.
2.3 Cancelling an order shall only be possible if the supplier agrees to this in advance. In the event of cancellation, the client shall be liable to pay compensation of 30% of the total amount of the order without prior notification of default being required, and without prejudicing the supplier’s right to prove that damage is greater and to claim compensation for this.
2.4 All dimensions, weights, amounts and other technical details, including illustrations in brochures and folders, are always approximate. The supplier shall always have the right to make changes to its products if it considers this essential to their proper application. Such changes shall not give the client the right to cancel or terminate the agreement or to insist that the same changes be made to products that have already been ordered and/or delivered.
3. Prices
3.1 Unless otherwise stipulated, all prices quoted in an offer, order confirmation, agreement, etc. are ex works. Price lists distributed by the supplier are in such cases only indicative and not binding on the supplier.
3.2 Fixed compensation of £250 shall be charged for correcting a tender if the supplier has not received instructions to carry out the modification in question within 6 weeks of the date of the tender.
3.3 Unless expressly stated otherwise, all prices given in a quotation, order confirmation, etc. are exclusive of VAT.
4. Delivery date
4.1 The delivery dates stated in a quotation, order confirmation, agreement etc. are only provisional and not binding, unless otherwise agreed expressly in writing by both parties.
4.2 The supplier can never be liable to pay compensation for delays in the execution of the supplier's obligations, nor can such delays result in cancellation of the agreement.
5. UNAVOIDABLE CIRCUMSTANCES
5.1 It is possible for any order accepted by the supplier to be subject to unavoidable circumstances. These circumstances include (but is not limited to) full or partial strikes, lockouts, accidents, transport disruption, war, mobilisation, confiscation, not obtaining permits, lack of raw materials, sickness of the supplier’s staff, restrictions in energy usage, floods, fires, etc. This list is not exhaustive. In the event of an unavoidable circumstance affecting the supplier, the supplier’s agreements with the client shall be suspended for the duration of the situation.
5.2 If a situation lasts longer than ninety consecutive days, the client shall be entitled to cancel the order without requiring the supplier’s prior permission. In such cases, the client cannot claim damages from the supplier. If applicable, goods or services already provided by the supplier under the agreement shall be settled proportionately.
6. transport and reception of the goods
6.1 The goods shall always be delivered ex works, the client being responsible for all costs and risks associated with packing, loading, transporting from the supplier’s warehouses or workshops to the desired destination. The supplier will never normally provide insurance cover for the goods. Any agreement between the supplier and the client contrary to this will be provided by the supplier in writing.
6.2 Risks associated with the goods will be borne by the client from the moment the goods have left the supplier premises. The time of delivery as stated by the supplier shall always be indicative and refers to the date only and not the time.
6.3 Should the client fail to collect the goods ordered on the delivery date agreed, the supplier shall have the right to charge the client for storage at a fixed rate of £50 per week or part thereof from that moment onwards without notification of default being required.
6.4 Transportation costs are estimated at the time of delivery and confirmed at the point of dispatch.
7. Confidential information.
7.1 The sale of goods produced and/or sold by the supplier can never entail the transfer of any intellectual property rights.
8. complaints and WARRANTY
8.1 The client must check the goods immediately upon delivery. The client must report any complaints to the supplier in writing within eight days of delivery, otherwise the right to do so will lapse. The letter must contain a detailed summary of the defects. Using a delivery or any part thereof constitutes acceptance of the entire delivery.
8.2 Complaints relating to latent defects must be reported to the supplier in writing within 8 days of being discovered, otherwise the right to do so will lapse.
8.3 If the supplier has been informed about a visible or latent defect in time and in accordance with this article, the supplier has the right to replace the goods in question entirely or partially. If the supplier decides to replace the goods in question entirely or partially, it shall be responsible for collecting them at its own expense.
8.4 If there is a visible or latent defect about which the supplier was informed in time and in accordance with this article, and if the supplier decides to replace the goods in accordance with Article 8.3, it shall not be liable to pay compensation for any other damages whatsoever.
If there is a visible or latent defect about which the supplier was informed in good time in accordance with this article and the supplier decides not to replace the goods in accordance with Article 8.3, it shall in the event of a proven contractual error be liable to pay compensation for damages, with such compensation never exceeding the price of the goods in question, excluding VAT. Under no circumstances shall the supplier be liable to pay compensation for indirect or immaterial damages (including, but not limited to, loss of profit, missed opportunities, other consequential damage, etc.).
8.5 The supplier shall not be obliged to provide indemnification in any way for latent or visible defects if the goods were repaired, modified, or replaced by a third party.
8.6 The supplier shall not be obliged to provide indemnification for latent or visible defects if the client has not properly met its obligations regarding payment of the amount owed to the supplier
8.7 The supplier shall guarantee the proper operation of new machines it has sold under a warranty for a period of 6 months subsequent to delivery (i.e., this does not apply to second-hand machines). This commercial warranty does not cover those parts of the machine that are subject to wear and tear (such as tyres, drive belts, etc.), nor does it apply to defects or damage caused by improper or incorrect use by the client or due to the client's negligence. The commercial warranty does not cover materials where the branding/labelling has been changed or removed or where non-original parts have been fitted. If the terms of the commercial warranty do apply, the supplier shall repair the observed defect at its own expense. In such cases the supplier cannot be held liable for any other compensation for damages and carrying out any repairs shall not result in the warranty period being extended.
8.8 To benefit from the commercial warranty defined in Article 8.7, the client must report any defect observed to the supplier in writing within eight days of noticing it and within the warranty period, or the warranty will lapse.
8.9 The commercial warranty defined in Article 8.7 shall lapse immediately if the client calls upon third parties to repair a machine supplied by the supplier without the supplier’s prior permission, or in the event of incorrect and excessive use or non-observance of the operational conditions or maintenance instructions as specified in the maintenance manual.
9. retention of title
9.1 The goods delivered by the supplier shall always remain its property until the principal sum plus any costs and interest charges have been paid by the client, even if the goods are no longer movable and have been installed or used. The supplier can therefore take the goods back at any time until the goods delivered have been paid for in full.
The client also agrees neither to use the goods nor to pledge them or use them as security until they have been paid for.
9.2 The retention of title as determined in Article 9.1 also applies in the event of the client becoming bankrupt, insofar as the client still possesses the goods 'in kind' at the moment of its bankruptcy and these goods have not been installed or used in any way.
10. deposit and repairs
10.1 The supplier is only liable for damaged or mislaid goods deposited by the client with a view to drawing up a tender or carrying out maintenance or repairs if gross negligence can be proved on the supplier’s part.
The client shall be held responsible at all times for any damage caused by defective goods deposited with the supplier by the client as well as for any damages suffered by the supplier resulting from a claim submitted by a third party in connection with goods deposited with the supplier by the client.
10.2 If the client has deposited goods with the supplier with a view to carrying out certain activities, the supplier shall not be obliged to check any parts other than those relating to the instructions given to the supplier. Nor is the supplier obliged to inform the client about any shortcomings in goods deposited with the supplier for maintenance or repairs.
11. Payment
11.1 All the supplier's invoices must be settled, even if foreign exchange is involved. The invoice must be paid within thirty days of the invoice date, unless otherwise stipulated on the invoice. Disputes or complaints, even if they are justified, shall not suspend the client’s obligation to pay. All costs concerned with making payments shall be borne by the client.
11.2 If payment has not been made by the due date on the invoice, the client shall be charged 8% interest per month, without notification of default being required.
11.3 In accordance with Article 9.1, if an invoice has not been paid by its due date, the supplier has the right to take the delivered goods back immediately without notification of default being required.
11.4 Drawing up and/or accepting bills of exchange or other negotiable securities shall not comprise renewal of the debts and shall not adversely affect the applicability of these conditions.
11.5 If the client fails to meet any of its essential obligations, such as paying the supplier’s invoices on time or receiving the goods at the specified time, the supplier has the right to cancel the agreement immediately without prior court authorisation and without prior notification of default being required.
11.6 If the agreement is cancelled in accordance with article 11.3, the client is obliged to return the goods already delivered by the supplier immediately at its own expense and at the first time of asking. Moreover, the client is also obliged in such a case to compensate the supplier for depreciation of the delivered goods. The amount for this shall be determined by mutual consent or, where this cannot be achieved, by an expert appointed by the supplier.
11.7 Notwithstanding the stipulations of Article 8, in the event of a dispute the client must raise any objections it has to the supplier’s invoice within 8 days of receipt, or the right to do so shall lapse.
12. compensation
12.1 The supplier always has the right to set off any debts it may owe to the client against the debts the client owes to it.
13. guarantees to be provided by the client
13.1 If the supplier’s confidence in the client’s creditworthiness is impacted by court actions taken against the client and/or other substantiating evidence that could affect the supplier’s confidence in the client’s ability to meet its obligations, the supplier has the right to demand appropriate guarantees from the client. If the client refuses to provide appropriate guarantees, the supplier has the right to cancel the order in full or in part, even if the goods have already been shipped entirely or partially. In such cases the client shall be liable to pay 10% of the amount of the order by law as compensation, without notification of default being required, without prejudice to the supplier’s right to prove that the damage was greater and claim compensation for this.
14. Disputes
14.1 Any disputes shall aim to be resolved between the supplier and the client directly. Where this is not possible, legal representation will be sought for judging disputes relating to the execution or non-execution, etc. of any agreement concluded by the supplier or any quotation issued by it.
