H. Niehüser Armaturenbau und Vertriebs GmbH

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H. Niehüser Armaturenbau und Vertriebs GmbH
Wankelstraße 3
33449 Langenberg
Deutschland

Tel.: +49 5248- 823 53 -0
Fax: +49 5248- 823 53 -20
E-Mail: kontakt {ät} niehueser-
armaturenbau.de



Foreign representation:

France: MarcoTech
Benelux: Dial Liquid Technics
Turkey: Pascal Teknologi Ürünleri
Russia: Alexander Zawjalow

Contact

Directions

Leave the A2 coming from direction Dortmund or Hanover at the connection point Rheda Wiedenbrück (23) and follow the B64 toward Wiedenbrück/Lippstadt. After 6km you will reach the B55 toward Langenberg which you follow another 6km before turning right on Waldstraße/Industriegebiet. Turn left on Bentelerstrasse after 200m and find your destination on Wankelstraße another 150m later on the left side.

Leave the A44 coming from direction Kassel or Dortmund at the connection point Erwitte/Anröchte (58) and follow the B55 toward Erwitte. Turn right on B1/Soester Straße toward Erwitte after 2,8km. When reaching Erwitte after 1,8km turn left on B55/Lippstädter Straße toward Lippstadt and follow this street for about 18km before turning left on Waldstraße/Industriegebiet. Turn left on Bentelerstrasse after 200m and find your destination on Wankelstraße another 150m later on the left side.

Imprint

responsible for all content on this website:
Herr Dipl. Ing. Hermann Niehüser (CEO)
Amtsgericht Rheda-Wiedenbrück, HRB 5865
USt.-ID: DE 811 286 986
Steuernummer 347/5838/0099
Contact information: as mentioned above

conceptual design und development:
DECAF° digital communication agency | www.decaf.de

Terms & Conditions of Sale and Delivery (VDMA)

1. General conditions: Sales and deliveries by H. Niehüser Armaturenbau- und Vertriebs GmbH (hereinafter “Seller”) are effected exclusively on the conditions set forth hereinafter unless otherwise agreed in writing. They shall enter into force and effect upon confirmation of the order. The incorporation of different conditions by the purchaser is rejected, unless otherwise accepted explicitly in writing. These general conditions of sale and delivery shall also apply to all subsequent business transactions even if attention is not drawn to this fact again upon the conclusion thereof. Additional agreements, amendment supplements to the contract shall only be applicable if such have been confirmed by the Seller in writing; this specifically applies to a waiver of the foregoing writing requirement.

2. Offer: Seller’s offers are always non-binding unless a binding period is expressly stated. Seller reserve the right to make improvements or amendments to the construction or design of its goods. Seller’s quotes, drawings and other offer documents remain its property. Seller is exclusively entitled to the rights to exploit copyrights thereto. It is prohibited to reproduce or pass those documents on without the Seller’s consent.

3. Orders: A binding contract is entered through Seller’s written confirmation of purchaser’s order. A waiver of this formal requirement can only be effected by a written agreement to this extent. Orders are processed by Seller with the aid of electronic data processing. The approval to store the data required for this is regarded as given upon the materialization of the contract.

4. Prices: The value added tax currently applicable at the time of issuing the invoice shall be added to the prices stated in the Seller’s offers, order confirmations and invoices. Should there be an increase in costs due to rises in materials, wages and fiscal charges between the time of placing an order and delivery, the Seller is entitled to adjust prices accordingly. In the event of a price increase of over 5% the purchaser is entitled to a right of rescission. Packaging shall be charged at cost price and the return thereof not accepted.

5. Delivery/Delivery Dates
5.1. The period for effecting deliveries and services begins on the date of receipt of Seller’s written order confirmation. If neither a delivery date nor a delivery period is stated on the confirmation, such period begins on the date on which a written agreement between the purchaser and the Seller concerning such period is reached. The prerequisites in order for Seller to observe the delivery date or period are Seller’s timely receipt of all the documents, authorizations and releases to be supplied by the purchaser and that there is punctual authorization of plans and observance of the agreed conditions of payment. Should these prerequisites not be met in the due time, the delivery period shall be deemed extended for a reasonable period. Should amendments to the contract be agreed subsequently, the delivery period or date shall be agreed de novo. All delivery dates and periods are based on good faith estimates by the Seller and must not be construed as time of the essence, unless otherwise explicitly agreed upon in writing. No delay in delivery shall occur unless after the expiration of the delivery period the purchaser sets the Seller a reasonable grace period of at least 7 days to effect delivery and Seller culpably fails to do so within the set period. In the event of force majeure or other unforeseeable hindrances, such as riots, wars, acts of terrorism, transportation restrictions, operational breakdowns, strikes, lock-outs, embargoes or a refusal to sell by the producer, this shall not be deemed a delay in delivery.

5.2. Claims for damages by the purchaser due to delayed delivery, even after the expiration of a grace period set within which Seller is to effect delivery, are precluded. This shall not apply if the Seller’s liability is mandatory due to intent or gross negligence. In case that the Seller shall be liable for damages for delay in delivery those damages shall be limited to 0, 1% of the order value per day of delay and to maximum total of 5% of the order value as the foreseeable ordinary damage, unless the delay is caused by intent or gross negligence on the part of the Seller itself, its officers or its managerial staff.

5.3. Deliveries will be effected FCA point of manufacture. Should the purchaser not give clear transport instructions, shipments shall be effected to the best of Seller’s judgment but without Seller assuming an obligation to ensure the cheapest carriage of goods. Seller shall effect the insurance of the consignments at cost if this is demanded in the order. An obligation to provide insurance cover on the part of Seller does not exist.

6. Conditions of Payment: Unless other conditions of payment are agreed, all deliveries shall be paid net cash free to Seller’s cash receiving office within 30 days as of the date of the invoice. The payments shall be deemed effected on the date on which the Seller is able to dispose of the sum. Bills of exchange and checks shall only be accepted after a special agreement has been concluded to that extent and only on account of payment. Discount and bank charges shall be paid by purchaser. A separate invoice shall be issued for each part delivery and subsequent delivery of auxiliary equipment to which the aforementioned conditions of payment shall be applicable. Should a delivery be delayed at the request of the purchaser or due to a lack of space or technical prerequisites, the invoice shall be issued upon the date from which on Seller could have effected delivery. The off-setting of counterclaims of a kind is precluded unless the counterclaim is uncontested or has been recognized by final judgment of a court. In the event of a delay in payment Seller shall be entitled to charge default interest amounting to the bank interest incurred by Seller plus value added tax, but at least amounting to 8 percentage points above the base interest rate of the European Central Bank plus the VAT accruing thereupon as of the due date of the payment irrespective of Seller’s other legal rights. The interest shall be immediately due for payment. Should the purchaser delay a payment, Seller may postpone the fulfilment of its obligations arising under Seller’s entire business relations with the purchaser with the exception of the rectification of defects, if required, in order to cure the delay or Seller may withdraw from the contract by charging the costs incurred or demand damages due to non-performance, irrespective of other rights. In such a case all purchaser’s existing payment obligations vis-à-vis Seller, even those under other contracts, shall immediately become due for payment regardless of the time to maturity of any bills accepted for discount. In the event of a delay in payment by the purchaser Seller is entitled to refuse to effect any further deliveries under this or another contract, irrespective of Seller’s other legal rights, or to make such dependent upon an advance payment or a security deposit. Seller is entitled to demand immediate payment if the financial status of the purchaser or an acceptor deteriorates by the due date of a payment or during the time to maturity of a bill of exchange or if Seller receives unfavorable information on the purchaser or an acceptor.

7. Retention of Title: Goods shall be delivered with extended retention of title and, until payment in full of the entire receivables due to the Seller under business relationship with the purchaser, Seller retains title to the goods. The purchaser may resell the reserved goods in the ordinary course of business. He is not entitled to assign the retained property by bill of sale as security for a debt or to pledge such. The purchaser hereby assigns to Seller all claims which accrue to him vis-à-vis his buyers due to the delivery of reserved property effective upon accrual of said claims. This also applies to balance claims from a current account if the purchaser has agreed such with his buyer. The Seller accepts the foregoing assignments. The Seller may demand that the purchaser notifies it of the assigned claims and the debtors. The Seller is entitled to disclose the assignment. The purchaser shall inform the Seller immediately if third parties levy the reserved goods or claims assigned to the Seller or seize such in any other manner. Should the purchaser violate his duty to inform the Seller, the Seller shall be entitled to immediately assert all its payment claims vis-à-vis the purchaser. Should the delivery not yet have been effected, the Seller may choose to deliver either immediately or step by step against payment. The purchaser shall immediately take all measures necessary to revoke and defend such seizures and claims. Additionally, he shall support the Seller in every possible manner in order to exercise the Seller’s rights. The purchaser shall effect the working on or the processing of the retained goods, if required, on behalf of the Seller (constructive possession of chattels based on agreement). The Seller shall acquire ownership rights amounting to the market value of the retained goods arising in the course of such working or processing. Should the retained goods be connected to other objects, the Seller shall acquire co-ownership of the new thing in relation to the value of the retained goods to the other objects at the time of processing. Should a different object be regarded as the main thing during processing, it is hereby agreed that the purchaser, if he owns the new thing, grants the Seller co-ownership in the same ratio which the value of the retained goods has to the value of the new thing. Should the value of the security provided for the Seller exceed its claims for payment by more than 25% in total, the Seller shall be obliged to release reserved goods at its option up the specified value limit upon demand by the purchaser. Unless the Seller expressly declares otherwise, the acceptance of returned goods does not constitute a rescission of the contract. On the contrary, this is effected merely to provide security for the Sellers claims. The purchaser shall continue to be obliged to perform the contract. The costs of taking back the goods and the use of the object of purchase shall be paid by the purchaser. The purchaser is obliged to keep the object of purchase in an orderly condition for the duration of the retention of title.

8. Statutory Warrantee/Guarantee
8.1. Complaints due to incomplete or incorrect delivery or complaints due to detectable defects for which proof can be furnished that these occurred due to a circumstance taking place before the passing of the risk, especially due to faulty construction, poor material or defective design, have to be submitted to the Seller in writing without undue delay, at the latest 14 days after receipt of the goods. Any hidden defects have to be submitted to the Seller upon detection without undue delay but at the latest 12 months after passing of the risk. In the event of a justified complaint of a defect, it shall only be permissible to suspend payments to an amount which constitutes a reasonable and appropriate relation between the defect and purchase price. Should the commercial transaction be effected by merchants, the purchaser may only suspend payments if a complaint is lodged about a defect concerning which there is no doubt as to its justification. The lodging of complaints, even those which are justified, shall not interrupt or suspend the running of the statutory warranty or guarantee period respectively in other respects.

8.2. The statutory warranty period for defects in existence at the passing of the risk is limited to one year from the passing of the risk. In addition, the Seller guarantees the faultless functioning of the supplied equipment in terms of the material and the processing thereof for 18 months from the passing of the risk or 12 months from the initial operation of the equipment, whichever occurs first. The Seller grants a guarantee of 6 months on spare parts, repairs and replacements which take place after the expiration of the original guarantee period. No liability is assumed for natural wear and tear. Any guarantee is precluded if the purchaser or a third party makes alterations of a kind or repairs to the goods or improperly treats the goods or exposes such to damaging influences. After putting the goods into operation in due form, usable parts such as rubber, fuses, batteries are excluded from the guarantee. In cases of statutory warranty as well as guarantee, the Seller shall, at its own choice, either repair or replace the defective parts or equipment. The dismantled and replaced parts become property of the Seller. The purchaser shall only be entitled to a rescission of sale or a reduction of the purchase price if a rectification or a replacement fails to remedy the problem. The aforementioned guarantee for equipment procured from subcontractors is restricted to the scope of the manufacturer’s conditions of guarantee. Additional claims asserted by the purchaser for the compensation of subsequent cases of damage, namely damage to the delivery item itself and damage which may occur the third parties, are precluded. This shall not apply if the Sellers liability is mandatory in cases of intent, gross negligence, the absence of warranted characteristics or the fraudulent concealment of a defect.

9. Limitation of Liability: Claims for damages asserted vis-à-vis Seller and its vicarious agents and servants, irrespective of the legal grounds thereof (e.g. due to consulting, breach of contract or tort), especially also including but not limited in cases of statutory product liability, intent, gross negligence, personal injury, the absence of warranted characteristics, fraudulent concealment of a defect or failure of fulfil essential contractual obligations. Seller’s liability for failure to fulfil essential contractual obligations, in the absence of intent or gross negligence, as well as other liability for its vicarious agents, other than its officers and managerial staff, is limited to the level of damages ordinarily foreseeable. Should claims for damages exist against the Seller, its vicarious agents and servants, these shall expire by limitation within one year after delivery of the products, unless a longer period of limitation is mandatory under German law.

10. Intellectual Property: The purchaser is granted a non-exclusive and non-transferable right of use of the Sellers intellectual property rights, to the extent that such right is necessary for the performance of the contract or the contractually untended use of the purchased goods. No additional rights or licenses are granted with regard to Sellers intellectual property rights. Upon the sale of the goods, a license is not granted to use the Seller’s patent rights which relate to a combination of objects, objects or procedures into which the goods are incorporated or could be incorporated.
The purchaser is granted a non-exclusive and non-transferable right of use to the software programs and the appertaining documentation and subsequent supplements for the in-house use of the products for which the programs were supplied. Any and all other rights to the programs and to the documentation including copies and subsequent supplements shall remain with the Seller. The purchaser shall ensure that access to these programs and the documentation is not possible without the prior written consent of the Seller. Copies may only be made for achieving purposes, as a replacement or for trouble-shooting. Permitting the use of source programs requires a special written agreement. If the originals bear a note referring to copyright protection, this note must also be put on the copies by the purchaser. Unless otherwise agreed, the right of use shall be deemed given upon submission of the order confirmation and delivery of the programs, documentation and subsequent supplements.

11. Infringement: Should claims be asserted against the purchaser due to the direct violation of German intellectual property rights by goods delivered by the Seller under this contract, the Seller shall be liable to him for the claims for damages asserted on the following conditions: if the Seller is exclusively authorized to dispose of any and all claims; if the purchaser informs the Seller immediately and on an ongoing basis of an matters concerning such claims and especially makes the required information, documents and papers available. The Seller shall not be obliged to assume liability if the violation ensues from an alteration of the subject matter of a contract, from a combination of the subject matter of a contract with additives or through the use of the subject matter of a contract or parts thereof when carrying out a procedure, if the subject matter of a contract does not constitute a violation of itself. Further, the Seller shall not be liable for negotiations concerning a violation which result after the purchaser has received a warning or knowledge of a possible violation unless the Seller has given its consent in writing to further violations. In the event of a final and absolute finding of a court that the further use of the subject matter of a contract would violate German intellectual property rights of third parties or if, in the Seller’s opinion, there is a danger of legal action being taken concerning intellectual property rights, the Seller may at its own expense, unless he is not liable, choose to either procure the right for the purchaser to continue using the subject matter of the contract or to exchange these or alter these in such a manner that no further violation of third party intellectual property rights is caused, or to reimburse the purchaser with the value of the subject matter of the contract after this is returned to the Seller by allowing for the depreciation usually calculated at Seller’s company.

12. Confidentiality: Each party shall use all materials (including, but not limited to, documents, samples, technical drawings, models and electronic data) and other information made available by the other party in the course of the business relationship exclusively for purposes in the performance of the contract and maintain all such materials and information in confidence towards third parties to the same extent as it protects its own confidential information. This obligation arises when the material or information is first made available and continues for a period of 36 months after the conclusion of the business relationship. The foregoing time limitation does not apply if one party has specifically designated the materials of information as confidential at the time it was made available to the other party. Upon the conclusion of the business relationship upon request, each party is required to return all materials made available, including, but not limited to, all copies, abstracts, derivatives, and summaries, to the other party, unless such materials are necessary to the ordinary operation of the goods.

The foregoing obligation shall not apply to materials and information that is or becomes generally available to the public, was already in the possession of the receiving party, without any obligation of confidentiality, was independently made available as a matter of right to by a third party without obligations of confidentiality, or is a required by law to be divulged.

13. Rescission/Liquidated Damages: Should the purchaser default in the provision of security or payment or part payment and should the conditions of section 323 of the German Civil Code (BGB) be met the Seller is entitled to claim liquidated damages amounting to 35% of the gross contract value, although the purchaser has the right to proof a smaller amount of damages. The Seller reserves the right to charge a processing fee of up to 20% of the invoice value for goods returned due the incorrect placing of a purchase order.

14. Return: A return of products or spare parts may only be effected after obtaining the Seller’s prior written consent and after receipt of its dispatch instructions. The Seller shall charge the costs incurred for the re-warehousing of products which are returned for credit.

15. Manufacturing Standards and Regulations: The Seller warrants that production and delivery is made in accordance with German and European Community Standards, Regulations and Legal Requirements, unless otherwise agreed in writing. In such cases where products must comply with any other standards and regulations, the purchaser is required to inform the Seller by detailing these requirements in his order. Unless otherwise noted in the proposal, the Seller takes exception to compliance to any specifications, standards, laws, regulations and other statutory requirements that are not submitted with the inquiry or otherwise made known to the Seller.

16. Import Permit or License: In the event Exchange Control is in effect in the country of destination and/or an Import Permit or License is required by its authorities for this merchandise, any order is subject to receipt of notification from Buyer that an appropriate Import Permit or License has been granted. The period of validity, number, date of issuance, and whether the expiration date refers to clearance from manufacturer’s works or arrival at port destination, must be stated. If no Exchange Control exists, this must be stated also.

17. Assignability: The rights of the purchaser under this contract are not assignable.

18. Applicable Law: Any agreement based on these terms & conditions shall be governed by and construed in accordance with the substantive laws of the Federal Republic of Germany excluding the rules of Conflict of Laws. The Convention on the International Sale of Goods shall not apply.

19. Dispute Resolution: Before commencing any legal action, the parties agree to make a good-faith attempted to resolve any dispute between them amicably. If such attempted should fail, any controversy or claim arising out of or relating to any agreement based on the Terms & Conditions, or the breach thereof shall submitted to the Courts of Gütersloh, which shall have exclusive jurisdiction and venue, provided that the buyer is a merchant within the meaning of the German Commercial Code (HGB).

20. Language: These Terms and Conditions collectively consist of their English and their German version. Discrepancies between both versions are not intended. In case of any real or perceived discrepancies, the English version shall prevail.

21. Serverability: Should one or several provisions of these general conditions of sale and delivery be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall hereby be deemed replaced by a new, valid provision which meets the same legal and commercial aim as far as possible.