NIAMA-REISSER, LLC "Terms and Conditions"


TERMS AND CONDITIONS FOR THE SALE OF ENGINEERING SERVICES

All sales of engineering services, which constitute the design, layout and design optimization of concepts, ideas, drafts, parts and the creation of 2-D Drawings, 3-D Models, 3-D Assemblies, as wells as analysis reports and analysis optimizations in addition to consulting, training and inspection services collectively, hereinafter referred to as “Engineering Services”, are subject to the following Terms and Conditions as laid out by this Agreement. All preliminary work; like proposals, quotations and acknowledgements by NIAMA-REISSER, LLC are to be considered an offer to sell Engineering Services in accordance to the herein defined Terms and Conditions between:

NIAMA-REISSER, LLC

and

Client, hereinafter referred to as the “BUYER

NIAMA-REISSER, LLC does not agree to any of BUYERS’s other terms in additional or different documentation.

The waiver or modification of the Terms and Conditions defined herein shall not be considered binding unless otherwise explicitly agreed to by NIAMA-REISSER, LLC in writing.

A valid Purchase Order by the BUYER and written acknowledgement of such by NIAMA-REISSER, LLC is required to constitute the acceptance of an order/project by NIAMA-REISSER, LLC.

SCOPE OF WORK: The SOW –Scope-of-Work- is predefined in proposals and quotations by NIAMA-REISSER, LLC to the BUYER and clearly outlines the Engineering Services, which will be performed. Should BUYER request changes to be made to the SOW, then NIAMA-REISSER, LLC reserves the right to adjust milestones, deadlines and delivery dates and if necessary perform quoted price adjustments accordingly, in reference to the changes.  The BUYER accepts, that NIAMA-REISSER, LLC is only providing Engineering Services as defined herein. NIAMA-REISSER, LLC is not required to perform services for the following:

a)      Work not defined by the SOW

b)      Work outside the area of NIAMA-REISSER, LLC expertise

c)       Work in violation to any applicable codes, regulations and laws

OBLIGATIONS BY BUYER: In a timely and efficient manner BUYER has to supply NIAMA-REISSER, LLC with all necessary information, documentation, drawings and 3-Models as will be necessary for NIAMA-REISSER, LLC to perform the in the SOW defined Engineering Services. They BUYER warrants that there is no existing breach of Contract between the BUYER and a THIRD PARTY by supplying NIAMA-REISSER, LLC with said information. All of the information is provided by BUYER at its own expense. The BUYER is responsible for the accuracy, and quality of the information supplied to NIAMA-REISSER, LLC and will be responsible for any problems arising to such a deficiency.

PRICES AND TAXES: Should the costs of a project increase, due to unforeseen circumstances, NIAMA-REISSER, LLC reserves the right to increase its quoted price. It is to be understood, that all NIAMA-REISSER, LLC prices do not include sales, use or equivalent taxes unless otherwise note.

PAYMENT TERMS: For new customers, standard policy is 50% upfront and 50% NET 30. For reoccurring customers, standard policy is NET 30. For orders greater than $ 25,000, progress payments will be required as specified in the proposal and/or quotation.

LIMITED WARRANTY: The Engineering Services will be provided in accordance to generally accepted engineering services under the usage of reasonable care and skill which is commonly implemented by members of the same/identical profession. In light of the nature of Engineering Services provided, NIAMA-REISSER, LLC cannot warrant or guarantee that the BUYER’S project will be successful. As such other than implied by this section, NIAMA-REISSER, LLC does not warrant or guarantee, whether expressed, implied or statutory any part of the Engineering Services provided to the BUYER.

NIAMA-REISSER, LLC specifically disclaims any and all implied warranties of the marketability and feasibility of a good, part or project relating to the Engineering Services.     

REMEDY FOR BREACH OF THE LIMITED WARRANTY: NIAMA-REISSER, LLC and the BUYER agree that the Engineering Services provided by NIAMA-REISSER, LLC do not constitute the acquisition of any financial or operational risks of the BUYER by NIAMA-REISSER, LLC. The BUYER is solely responsible for his/her own financial and or operational risks. In the event NIAMA-REISSER, LLCs Engineering Services were error some or faulty, NIAMA-REISSER, LLC shall have the right by means of economical efforts to correct its mistake or re-perform such Engineering Services within 45 days at no additional cost to the BUYER. The BUYER acknowledges that the sole and exclusive remedy, and NIAMA-REISSER, LLC sole and exclusive liability, for any faults in the Engineering Services shall be limited to the correction, re-performance or the substitution of such services by NIAMA-REISSER, LLC.

LIMITATION OF LIABILITY: NIAMA-REISSER, LLCs liability arising from a claim in association to Engineering Services provided in accordance to this Agreement shall in no case or instance exceed the price paid by the BUYER for said Engineering Services. Under no conditions shall NIAMA-REISSER, LLC be held responsible or liable for any special, indirect, incidental or consequential damages, including but not limited to the loss of profits or business interruption or loss of use of equipment, however such incidents were indirectly or directly caused by the Engineering Services provided in accordance to this Agreement.

Force Majeure: NIAMA-REISSER, LLC shall assume no liability for Acts of Good, Riots, Accidents, Default of Suppliers and Subcontractors and the like, which are not governed by the reasonable control of NIAMA-REISSER, LLC.

 

CANCELLATION: Upon written notice by the BUYER to NIAMA-REISSER, LLC, the BUYER will be eligible to cancel the Engineering Services, upon having paid IN-FULL the costs incurred by NIAMA-REISSER, LLC up to the receipt of such written notice.   

NIAMA-REISSER, LLC PROPERTY: Unless otherwise stated in the SOW, all documents pertaining to the project not limited to Reports, 2-D Drawings, 3-D Models, Analysis Calculations, etc. physical or digital in nature, delivered by NIAMA-REISSER, LLC to the BUYER, hereinafter referred to as Documents, will remain the property of NIAMA-REISSER, LLC. In reference to all DOCUMENTS, NIAMA-REISSER, LLC shall exclusively hold all common law, statutory and other reserved rights, including copyrights to such media. The Work Result from the SOW is only intended to be used in the scope of the pre-defined project. The BUYER is prohibited to use such Work Result for any other case and or project. In doing so, BUYER assumes all liability. In such case, where BUYER or one of his assignees, subcontractors, employees made unauthorized use or altered NIAMA-REISSER, LLC DOCUMENTS without written consent from NIAMA-REISSER, LLC , the BUYER will hold harmless and indemnify NIAMA-REISSER ,LLC against losses, damages, expenses (not limited to attorney fees).

INTELLECTUAL PROPERTY RIGHTS: The parties having entered into this Agreement shall retain their Intellectual Property prior to the involvement with NIAMA-REISSER, LLC and the commencement of the Engineering Services. Once the commencement of the project is on its way, NIAMA-REISSER, LLC will retain all exclusive rights to ideas, designs, inventions and works of authorship that have accumulated while having delivered said Engineering Services, the ownership of such not limited to rights in proprietary information, patent rights, trademark rights, copyrights, other intellectual property rights and moral rights. The BUYER will take necessary steps and measures to execute the assignment of such ownership rights to NIAMA-REISSER, LLC.

UNAUTHORIZED CHANGES: NIAMA-REISSER, LLC will be held harmless and indemnified by BUYER, should unauthorized changes be made to the Engineering Services DOCUMENTS without written approval by NIAMA-REISSER, LLC.

INDEMNITY: THE BUYER will indemnify, defend and hold NIAMA-REISSER, LLC harmless from damages, claims, expenses and losses (not limited to legal fees), which may arise from the Engineering Services supplied by NIAMA-REISSER, LLC under this Agreement, including all claims that may arise from BUYERS furnished dimensions, measurements, drawings, data or other documentation by BUYER so that NIAMA-REISSER , LLC could perform Engineering Services. BUYER however shall not be held responsible or liable in accordance with this provision for claims that might arise out of willful negligence. NIAMA-REISSER, LLC liability is capped by the LIMITATION OF LIABILITY clause of this Agreement.

ASSIGNMENT: Neither of the parties may assign this Agreement to a third Party without prior written consent of the other Party.

THIRD PARTY BENEFICIARIES: The Agreement shall not be used to be construed, so as to create any contractual relationship with or an action in favor of another Party other than the BUYER. The Agreement is solely to be understood as to govern the relationship as defined by the SOW in accordance to delivering such Engineering Services. No other party shall hold NIAMA-REISSER, LLC responsible for the performance or nonperformance of said Engineering Services.

INDEPENDENT CONTRACTORS: It is to be understood, that NIAMA-REISSER, LLC has been hired by the BUYER as an independent subcontractor. By no means, shall this Agreement convey or create a contractual relationship other than defined by this clause. In no case shall any Party have the right or power under this Agreement to act on behalf of the other Party.

GOVERNING LAW: The business relationship between the BUYER and NIAMA-REISSER, LLC as described by this Agreement is governed by the laws of the State of OHIO, United States of America and the parties involved herein have mutually agreed to by entering into the Engineering Services that the United Nations Convention and Contracts for International Sale of Goods shall not apply in lieu of this Agreement.

Dispute Resolution: Any and all Claims arising out of the business relationship defined herein between the BUYER and NIAMA-REISSER, LLC shall be settled by arbitration in Columbus, OH, USA in accordance to the Rules of Arbitration of the International Chamber of Commerce, Paris by one or more arbitrators appointed under the Rules of the same, who shall apply the Terms and Conditions defined by this Agreement and consistent provisions of the law (except conflicts of law rules) of the State of Ohio, USA. The language used in the arbitration proceedings shall be English. The party ruled in favor of during the arbitration proceedings, shall be entitled to recover from the other Party all costs and expenses (not limited to legal fees) that may have arisen from such proceedings.

ENTIRE AGREEMENT: This Agreement represents the entirety of the business relationship between the parties and supersedes all prior representations and negotiations may they have been either written or oral. This Agreement may only be amended by such instrument in writing and direct identification thereof and has to be signed by BUYER and NIAMA-REISSER, LLC.


TERMS AND CONDITIONS FOR THE SALE OF MANUFACTURING SERVICES 


All sales of manufacturing services, which constitute the machining, milling, turning, grinding, wire/sinker edm, dmls, sla, investment casting and other manufacturing process, as wells as prototype manufacturing and mass production manufacturing of parts and assemblies in accordance to Customer’s specifications, hereinafter referred to as “Manufacturing Services”, are subject to the following Terms and Conditions as laid out by this Agreement. All preliminary work; like proposals, quotations and acknowledgements by NIAMA-REISSER, LLC are to be considered an offer to sell Manufacturing Services in accordance to the herein defined Terms and Conditions between:

NIAMA-REISSER, LLC

and

CUSTOMER, hereinafter referred to as the “BUYER

NIAMA-REISSER, LLC does not agree to any of BUYERS’s other terms in additional or different documentation.

The waiver or modification of the Terms and Conditions defined herein shall not be considered binding unless otherwise explicitly agreed to by NIAMA-REISSER, LLC in writing.

A valid Purchase Order by the BUYER and written acknowledgement of such by NIAMA-REISSER, LLC is required to constitute the acceptance of an order/project by NIAMA-REISSER, LLC.

Quotation: The quotation by NIAMA-REISSER, LLC clearly spells out and lists all line items to be manufactured in accordance to referenced BUYER’s drawing and/or 3-D File numbers and/or names. The Quote clearly outlines to the Buyer the Manufacturing Services, which will be performed. Should BUYER request changes to be made to such Quote, then NIAMA-REISSER, LLC reserves the right to adjust deadlines and delivery dates and if necessary perform quoted price adjustments accordingly, in reference to the changes.  The BUYER accepts, that NIAMA-REISSER, LLC is only providing Manufacturing Services as defined in such Quote. NIAMA-REISSER, LLC is not required to perform services for the following:

a)      Work not defined by the Quote

b)      Work outside the area of NIAMA-REISSER, LLC expertise

c)       Work in violation to any applicable codes, regulations and laws

OBLIGATIONS BY BUYER: In a timely and efficient manner BUYER has to supply NIAMA-REISSER, LLC with all necessary information, documentation, drawings and 3-Models, hereinafter referred to as DOCUMENTATION as will be necessary for NIAMA-REISSER, LLC to perform the quoted Manufacturing Services. They BUYER warrants that there is no existing breach of Contract between BUYER and a THIRD PARTY by supplying NIAMA-REISSER, LLC with said information. All of the information is provided by BUYER at its own expense. The BUYER is responsible for the accuracy, and quality of the information supplied to NIAMA-REISSER, LLC and will be responsible for any problems arising to such a deficiency.

PRICES AND TAXES: Should the costs of a project increase, due to unforeseen circumstances, NIAMA-REISSER, LLC reserves the right to increase its quoted price. It is to be understood, that all NIAMA-REISSER, LLC prices do not include sales, use or equivalent taxes unless otherwise noted.

PAYMENT TERMS: For new customers, standard policy is 50% upfront and 50% NET 30. For reoccurring customers, standard policy is NET 30. For orders greater than $ 25,000, progress payments will be required as specified in the Quote.

LIMITED WARRANTY: The Manufacturing Services will be provided in accordance to generally accepted manufacturing, milling, turning, etc. practices under the usage of reasonable care and skill which is commonly implemented by members of the same/identical profession. In light of the nature of Manufacturing Services provided, NIAMA-REISSER, LLC cannot warrant or guarantee that the BUYER’S project will be successful, since all of the line items are produced in accordance to the BUYER’s supplied DOCUMENTATION.  As such other than implied by this section, NIAMA-REISSER, LLC only warrants that clearly specified requirements such as material identifications, manufacturing/machining processes, dimensional and geometrical tolerances are met as highlighted in technical drawings and project documentation. NIAMA-REISSER, LLC does not warrant or guarantee, whether expressed, implied or statutory any part of the Manufacturing Services like other characteristics, specifications, dimensions, which are not clearly identified, highlighted or mentioned in project documentation.

NIAMA-REISSER, LLC specifically disclaims any and all implied warranties of the marketability and feasibility of a good, part or project relating to the Engineering Services.     

REMEDY FOR BREACH OF THE LIMITED WARRANTY: NIAMA-REISSER, LLC and the BUYER agree that the Manufacturing Services provided by NIAMA-REISSER, LLC do not constitute the acquisition of any financial or operational risks of the BUYER by NIAMA-REISSER, LLC. The BUYER is solely responsible for his own financial and or operational risks. In the event NIAMA-REISSER, LLCs Manufacturing Services were error some or faulty, NIAMA-REISSER, LLC shall have the right by means of economical efforts to correct its mistake or re-perform such Manufacturing Services within 45 days at no additional cost to the BUYER. The BUYER acknowledges that the sole and exclusive remedy, and NIAMA-REISSER, LLC sole and exclusive liability, for any faults in the Engineering Services shall be limited to the correction, re-performance or the substitution of such services by NIAMA-REISSER, LLC.

LIMITATION OF LIABILITY: NIAMA-REISSER, LLCs liability arising from a claim in association to Manufacturing Services provided in accordance to this Agreement shall in no case or instance exceed the price paid by the BUYER for said Line Item of said Quotation of Manufacturing Services. Under no conditions shall NIAMA-REISSER, LLC be held responsible or liable for any special, indirect, incidental or consequential damages, including but not limited to the loss of profits or business interruption or loss of use of equipment, however such incidents were indirectly or directly caused by the Manufacturing Services provided in accordance to this Agreement.

Force Majeure: NIAMA-REISSER, LLC shall assume no liability for Acts of Good, Riots, Accidents, Default of Suppliers and Subcontractors and the like, which are not governed by the reasonable control of NIAMA-REISSER, LLC.

 

CANCELLATION: Upon written notice by the BUYER to NIAMA-REISSER, LLC, the BUYER will be eligible to cancel the Manufacturing Service, upon having paid IN-FULL the costs incurred by NIAMA-REISSER, LLC up to the receipt of such written notice.   

NIAMA-REISSER, LLC PROPERTY: Unless otherwise stated in the Quote, all documents pertaining to the project not limited to hard copy or digital Quality Reports, delivered by NIAMA-REISSER, LLC to the BUYER, hereinafter referred to as Documents, will remain the property of NIAMA-REISSER, LLC. In reference to all DOCUMENTS and Manufacturing Processes, NIAMA-REISSER, LLC shall exclusively hold all common law, statutory and other reserved rights, including copyrights to such media.

INTELLECTUAL PROPERTY RIGHTS: The parties having entered into this Agreement shall retain their Intellectual Property prior to the involvement with NIAMA-REISSER, LLC and the commencement of the Manufacturing Services. Once the commencement of the project is on its way, NIAMA-REISSER, LLC will retain all exclusive rights to ideas, designs, inventions and works of authorship that have accumulated while having delivered said Manufacturing Services, the ownership of such not limited to rights in proprietary information, patent rights, trademark rights, copyrights, other intellectual property rights and moral rights. The BUYER will take necessary steps and measures to execute the assignment of such ownership rights to NIAMA-REISSER, LLC.

UNAUTHORIZED CHANGES: NIAMA-REISSER, LLC will be held harmless and indemnified by BUYER, should unauthorized changes be made to the Manufacturing Services parts, assemblies, Quote Line Items without written approval by NIAMA-REISSER, LLC.

INDEMNITY: THE BUYER will indemnify, defend and hold NIAMA-REISSER, LLC harmless from damages, claims, expenses and losses (not limited to legal fees), which may arise from the Manufacturing Services supplied by NIAMA-REISSER, LLC under this Agreement, including all claims that may arise from BUYERS furnished dimensions, measurements, drawings, data or other documentation by BUYER so that NIAMA-REISSER , LLC could perform Manufacturing Services. BUYER however shall not be held responsible or liable in accordance with this provision for claims that might arise out of willful negligence. NIAMA-REISSER, LLC liability is capped by the LIMITATION OF LIABILITY clause of this Agreement.

ASSIGNMENT: Neither of the parties may assign this Agreement to a third Party without prior written consent of the other Party.

THIRD PARTY BENEFICIARIES: The Agreement shall not be used to be construed, so as to create any contractual relationship with or an action in favor of another Party other than the BUYER. The Agreement is solely to be understood as to govern the relationship as defined by the Quote in accordance to delivering such Manufacturing Services. No other party shall hold NIAMA-REISSER, LLC responsible for the performance or nonperformance of said Manufacturing Services.

INDEPENDENT CONTRACTORS: It is to be understood, that NIAMA-REISSER, LLC has been hired by the BUYER as an independent subcontractor. By no means, shall this Agreement convey or create a contractual relationship other than defined by this clause. In no case shall any Party have the right or power under this Agreement to act on behalf of the other Party.

GOVERNING LAW: The business relationship between the BUYER and NIAMA-REISSER, LLC as described by this Agreement is governed by the laws of the State of OHIO, United States of America and the parties involved herein have mutually agreed to by entering into the Manufacturing Services that the United Nations Convention and Contracts for International Sale of Goods shall not apply in lieu of this Agreement.

Dispute Resolution: Any and all Claims arising out of the business relationship defined herein between the BUYER and NIAMA-REISSER, LLC shall be settled by arbitration in Columbus, OH, USA in accordance to the Rules of Arbitration of the International Chamber of Commerce, Paris by one or more arbitrators appointed under the Rules of the same, who shall apply the Terms and Conditions defined by this Agreement and consistent provisions of the law (except conflicts of law rules) of the State of Ohio, USA. The language used in the arbitration proceedings shall be English. The party ruled in favor of during the arbitration proceedings, shall be entitled to recover from the other Party all costs and expenses (not limited to legal fees) that may have arisen from such proceedings.

ENTIRE AGREEMENT: This Agreement represents the entirety of the business relationship between the parties and supersedes all prior representations and negotiations may they have been either written or oral. This Agreement may only be amended by such instrument in writing and direct identification thereof and has to be signed by the BUYER and NIAMA-REISSER, LLC.