1. General
1.1 The following General Conditions for Niro After Sales Division are valid for all quotations, orders and agreements relating to delivery of spare parts or technical service to a customer unless otherwise expressly confirmed in writing by Niro After Sales Division, a division of GEA Process Engineering Ltd (here after referred to as Niro).
2. Quotations and Order Confirmations 2.1 Quotations are conditional upon the goods being unsold to any third party before acceptance, and become void if they have not been accepted by the customer within 30 days of the date of the quotation unless otherwise specified in writing.
2.2 Orders from customers are only binding for Niro after a written order confirmation has been issued and only on the conditions stated in the order confirmation.
3. Specifications and Prices 3.1 All information on weight and dimensions is to be considered approximate.
3.2 Unless otherwise agreed upon in writing, delivery is made CPT Client's site, Incoterms 2000. The delivery price is inclusive of packing and handling costs.
3.3 All prices to be understood exclusive of VAT.
4. Time of Delivery 4.1 The time of delivery or service completion stated by Niro is approximate.
4.2 If a definite time of delivery or service completion has been expressly agreed upon in writing, such time of delivery or completion is always stated with reservation for delays due to labour conflicts, sickness, delays from suppliers or other reasons beyond Niro´s control.
4.3 If a delay in delivery or service completion, caused by reasons beyond the control of Niro, can be expected to last longer than 3 months, the customer, as well as Niro, shall be entitled to cancel the agreement without paying compensation.
4.4 If the delay is caused by reasons other than stated above, the customer is only entitled to cancel the agreement if the delay can be considered essential and if Niro have not effected delivery 60 days at the latest after having received a written demand to this effect.
4.5 In the event that the agreement is cancelled according to 4.3 or 4.4 above for reasons beyond customers control, Niro shall repay any payments made by the customer, and the customer shall return all the goods already delivered. Beyond this, no claim whatsoever, on account of a delay, can be accepted for compensation for loss of earnings or time or any other losses, irrespective of whether the responsibility for the delay lies with Niro.
5. Terms of Payment 5.1 Payment shall be made as net cash current month plus 30 days after the date of the invoice, unless otherwise specified in writing.
5.2 If the dispatch of goods is postponed at the request of the customer, payment shall, however, be made directly or on L/C 30 days at the latest after the customer has been informed that the goods are ready for dispatch.
5.3 If payment is not made when due - see 5.1 and 5.2 - interest will without reminder accrue on the overdue amount at 1 per cent per each month commenced.
5.4 The customer is not entitled to set-off payment against a claim which the customer considers to have against Niro in respect of the consignment concerned or any other consignment.
5.5 In each case where some form of credit is granted, the sale will be considered as having been made with Niro retaining the ownership until full payment has been effected. If the customer does not pay when due, Niro are entitled to take back the goods without a court judgement in accordance with the valid rules of law on this point.
6. Technical Service 6.1 For the rendering of technical service, including advice, testing, supervision or the carrying out of repair or maintenance work, the following supplementary conditions shall apply.
6.2 Unless otherwise agreed in writing, payment for technical service is charged on a time basis, in accordance with Niro´s current price lists. In addition to Ni
ro´s current fees for technical service and waiting time, the following expenses will be charged: travelling and living expenses as well as necessary telefax messages, telephone calls and other means of communication.
6.3 Unless otherwise agreed in writing, the execution of an order is subject to manual assistance being made available by the customer and subject to the availability of standard repair facilities on site.
6.4 It is the responsibility of the customer that the plant staff or other manpower made available by the customer comply with instructions and/or advice given by Niro´s representatives.
6.5 Any delay caused by the plant being inaccessible to Niro during a technical service visit, e.g. not informed production or downtime of the plant will be charged extra in accordance with Niro’s current price list.
6.6 Delay of more than 2 days will allow Niro to interrupt the service work and the expenses for travelling in connection herewith will be at customer’s account. The service work will be resumed in agreement with the customer.
6.7 If required, all scaffolding necessary for the execution of the technical service work will be arranged by and at the cost of the customer if not otherwise agreed in writing between customer and Niro.
7. Responsibility for Defects 7.1 All claims relating to goods or technical service delivered by Niro must be made in writing to Niro 14 days at the latest after the time when the customer discovered or ought to have discovered the defects, errors, non-conforming or shortages concerned. Furthermore, goods delivered in error shall be returned so as to reach Niro within 2 months of the date of the invoice.
7.2 In the event that goods or technical service delivered by Niro prove unusable owing to faulty material, manufacture or workmanship, Niro undertakes to replace or repair such errors or parts free of charge during the first 12 months or 5000 running/operational hours what ever comes first after the date of delivery. It is a condition that the goods have been operated under normal operating conditions in accordance with manuals and instructions.
7.3 Niro´s liability is limited to the above and does not cover, inter alia: wear and tear, damage caused by carelessness or negligence by the customer or by personnel in the service of the customer, corrosion, deposits owing to water, sand or other impurities, chemical or electrolytic processes, damage caused by unsuitable lubricating or fuel oils, insufficient cooling, or by material supplied by the customer himself, or damage caused during constructions/assembling carried out by the customer without the written approval of Niro. Niro reserves the right to examine the good concerned in their own workshop before the question of liability is finally decided upon.
7.4 The obligation of Niro to repair or replace defective goods pursuant to 7.2 shall be fulfilled by delivery ex works of the replaced or repaired goods. The forwarding and returning of the goods are for the customer´s account and risk. If, following an agreement with Niro, a guarantee repair is carried out in a non-Niro workshop, Niro is only obliged to reimburse the repair costs with the amount it would have cost Niro to make the repair in their own workshop.
7.5 For Non-Niro goods, which make up the whole or part of Niro´s delivery, Niro undertakes liability only to the same extent as Niro´s suppliers.
7.6 If the goods supplied by Niro are mounted in equipment for which the customer has also used unoriginal parts (i.e. parts which have not been supplied through Niro or through a Niro Licensee), Niro does not assume any liability for any damage which may arise.
7.7. For repaired and reconditioned goods, e.g. from the Niro exchange program, Niro undertakes the same liability as stated in 7.2-7.6 with the exception, however, that repaired and reconditioned goods will not be replaced by new goods.
7.8 Except as stipulated in 7.1-7.7 above, Niro shall not be liable for defects. This applies to any loss the
d efect may cause, including loss of production, loss of profit or other indirect loss.
8. Repair and Reconditioning 8.1 For goods which are sent to Niro for repair, reconditioning, assembling, adaptation, or other processes, the forwarding to and from Niro shall be for the account and risk of the customer.
8.2 If, in the opinion of Niro, any goods referred to in 8.1 are not suitable for repair or reconditioning, they will be scrapped without charge to the customer as Niro’s examination costs will be considered to be covered by the scrap value. If the customer desires to have such suitable goods returned, this must be previously informed to Niro in writing. Such goods will then be returned for the customers cost and risk and Niro’s expenses for the examination of the goods will then be charged to the customer according to the current pricelist.
9. Liability for Injury/Damage Caused by the Product (Product Liability)
9.1 Niro shall be liable for personal injury only if it is proved that such injury was caused by negligence on the part of Niro or others for whom Niro is liable. Niro liability for personal injury is limited to EUR 15 mill.
9.2 Niro will not be liable for any damage to customer's property caused by goods sold by Niro or caused by technical service rendered by Niro.
9.3 Niro shall in no circumstances be liable for loss of production, loss of profit or other consequential damage or indirect loss.
9.4 To the extent Niro might incur product liability towards any third party, the customer shall indemnify Niro as far as Niro´s liability has been limited by 9.1-9.3.
9.5 The above limitations in Niro´s liability shall not apply where Niro has conducted gross negligence.
10. Property rights
10.1 The information and drawings contained in any quotation or contract are confidential and are the property of Niro, and may not be disclosed to any parties other than the intended receiver.
10.2 Intellectual or industrial property rights as may be obtained on the basis of the information given herein shall remain the exclusive property of Niro unless otherwise agreed upon in writing.
11. Law and Disputes
11.1 Niro´s quotations and all contracts with customers, including the present General Conditions, shall be subject to English law. Any dispute arising out of these general conditions or any other agreement between the parties which cannot be amicably settled shall be resolved by the London office of the International Chamber of Commerce. However, Niro reserves the right to sue the customer before any other court of competent jurisdiction.
11.2 GEA Process Engineering Ltd is registered in Warrington as a limited company.