General Terms and Conditions

1. Scope

The following delivery terms in their current version are the authoritative legal basis for all offers, sales, and deliveries by REXOFIL GmbH (hereinafter referred to as “REXOFIL”).
Buyer purchasing conditions or any other deviating terms and conditions are considered part of the contract only if they are expressly acknowledged and confirmed in writing by REXOFIL.
In long-term, ongoing business relationships, REXOFIL’s delivery terms apply to all contracts, even if not explicitly referred to in individual cases.

2. Offers

Offers from REXOFIL are non-binding. All dimensions, weights, and other information listed in the documents attached to the offer, such as brochures, figures, or drawings, are to be considered as approximations unless expressly stated as binding.
All rights to property and expertise, copyrights, and other industrial property rights relating to drawings and other offer documents remain with REXOFIL. They may be used by the offer recipient only for purposes of examining the offer. They shall be treated confidentially and may be made accessible to third parties, including company employees involved in the order, only with the express consent of REXOFIL.

3. Order confirmation

All orders, warranties, and other agreements are legally binding only if they are confirmed in writing by REXOFIL.

4. Delivery deadlines

The delivery period begins when the order confirmation is sent, but not before
all execution details have been clarified;
the buyer has provided all the documents, permits, approvals, and information that are necessary to carry out the contract and that the buyer is required to provide;
contractually agreed-upon advance payments from the buyer have been received; and
all other contractual requirements individually agreed upon between the parties for smooth order processing have been fulfilled.
Delivery periods and deadlines are considered met if the items to be delivered have left the premises of REXOFIL or its subcontractor or if the buyer has been notified of readiness for shipment by the deadline.
If REXOFIL GmbH is prevented from meeting the delivery deadlines due to unforeseeable and/or unusual circumstances that it could not have avoided despite reasonable care, these deadlines will be extended accordingly.
If shipment is delayed for reasons for which the buyer is responsible, the costs incurred for storage will be charged to the buyer starting on the 11th day after notification of readiness for shipment. If the items are stored at the seller’s factory, these costs will be at least 0.5% of the invoice amount per month. If the items are not retrieved after a reasonable deadline set by REXOFIL, REXOFIL is entitled to dispose of the supplied items as it sees fit.

5. Shipping, transfer of risk, acceptance, packaging

For complete and partial deliveries, risk passes to the buyer at the latest at the time of shipment or collection of the supplied items, even if REXOFIL incurs additional costs, such as shipping or installation costs.
If shipment is delayed for reasons for which REXOFIL is not responsible, the risk passes to the buyer at the time of notification of readiness for shipment. However, REXOFIL is obligated to take out insurance at the buyer’s expense upon buyer request.
Partial deliveries are permitted.
The delivered items must be accepted by the buyer, regardless of any minor defects, without prejudice to the buyer’s warranty claims.
If and to the extent that nothing else has been contractually agreed upon, packaging will be arranged by REXOFIL. The place of performance for the transport packaging handover is REXOFIL’s location. The buyer is obligated, at the buyer’s own expense, to return the transport packaging to the facility designated by REXOFIL clean and not mixed with other materials, during regular business hours.

6. Warranty

The warranty presupposes the performance of the prescribed inspections and maintenance by REXOFIL or personnel trained by REXOFIL.
Only what could be reasonably considered a significant deviation in the quality or usability of the delivery or service in relation to its contractually agreed-upon purpose is to be considered a defect.
For essential third-party products, the warranty of REXOFIL GmbH is limited to the assignment of warranty claims that it has in relation to the supplier of the third-party products.
REXOFIL does not provide any warranty for wear parts.
REXOFIL assumes no liability for damages that have arisen for the following reasons:
Improper assembly and/or improper connection or commissioning by the buyer or third parties
Improper use
Improper operation
Negligent or improper handling
Natural wear
Use of unsuitable equipment and consumables, replacement materials, etc.
Modifications or repairs made improperly or without prior authorization from REXOFIL by the buyer or third parties
The buyer must give REXOFIL the necessary time and opportunity, as agreed, to carry out all improvements and/or replacement deliveries that appear necessary at REXOFIL’s reasonable discretion. Otherwise, REXOFIL is exempt from the warranty.
The buyer has the right to rectify the defect himself or have it rectified by third parties and to demand reimbursement of the necessary costs by REXOFIL only if one of the following circumstances exists:
There is acute risk to operational safety or a risk of incurring disproportionately large damages. The relevant circumstances must be promptly communicated to REXOFIL, after which REXOFIL will grant the buyer permission to rectify the defect in a timely manner appropriate to the circumstances. In the event of unjustified refusal of permission, REXOFIL is obligated to provide compensation for the resulting damages.
If REXOFIL should be in default with the rectification of the defect, the buyer is entitled to this right even without explicit permission from REXOFIL.
The warranty period for the delivered item is determined by legal regulations. The warranty period for rectification work or delivered replacement items is six months from the completion of the rectification work or from the delivery of the replacement items. However, it does not end before the end of the warranty period for the originally delivered item.

7. Liability

Claims for damages exist in cases of mandatory liability (especially under the German Product Liability Act – Produkthaftungsgesetz, or ProdHaftG) in the event of injury to life, limb, or health; liability for intent or gross negligence; liability for breach of cardinal obligations even for slight negligence; liability for fraudulently concealed defects; and liability arising from a guarantee. In these cases, REXOFIL is liable for its legal representatives, senior employees, and other agents in the event of a breach of cardinal obligations. Except in cases of liability for intent/gross negligence or injury to life, limb, or health, liability for breach of cardinal obligations is limited to foreseeable damage typical of the contract.
The buyer’s claims for damages expire after 12 months. The statutory limitation period applies to liability under ProdHaftG or for intentional or fraudulent conduct.
The buyer is not entitled to any further claims, specifically for rescission, termination, reduction, or to compensation for damages of any kind, including damages that did not occur to the delivered item itself.

8. Liability for services

REXOFIL is not liable for damages incurred by the client in connection with contractually agreed-upon activities unless the damages are based on grossly negligent or intentional behaviour by REXOFIL. The client releases REXOFIL from claims for damages by third parties unless the damage has been caused by intentional or grossly negligent behaviour on the part of REXOFIL. The same applies if examination results, assessments, and examination reports are passed on by the client and damage to a third party occurs as a result.
Compensation for damages will be granted up to the amount of the order value.

9. Price and payment

The prices are valid ex works unless otherwise agreed upon. The prices are subject to value added tax at the legally applicable rate.
Additional costs such as packaging, transport, insurance, customs, and assembly will be charged separately.
Services not explicitly included in the offer but necessary for order execution or carried out at the request of the buyer will be invoiced separately.
Unless otherwise agreed upon, payments shall be made in full eight days after the invoice date.
If the payment deadline is not met, the buyer must pay interest to REXOFIL at a rate of 8% above the relevant base interest rate. The late payment interest rate will be set higher if REXOFIL provides a legal basis for higher interest rates.
The buyer has no right to set off and/or withhold unless this right is based on counterclaims recognised or legally established by REXOFIL.
REXOFIL GmbH may suspend the fulfilment of its delivery and service if, after the conclusion of the contract, a serious deficiency in creditworthiness makes it apparent that the buyer is unlikely to fulfil a substantial part of his payment obligations. If REXOFIL GmbH suspends fulfilment, it must notify the buyer immediately. REXOFIL will continue fulfilment if the buyer provides sufficient guarantee for the fulfilment of his obligations within a reasonable period.

10. Retention of ownership

The following retention of ownership clauses are part of the contract:
Simple retention of ownership
Extended retention of ownership (current account reservation and balance clause)
Prolonged retention of ownership (processing and advance assignment clause)
Release clause
REXOFIL retains ownership and extended ownership of the delivered items until all sales contract requirements are fulfilled by the buyer.
Until all of REXOFIL’s requirements of the buyer from the delivery contract are fully met, the buyer is not entitled to pledge the delivered item, transfer ownership of the delivered item for security purposes, sell the delivered item to third parties, or assign rights to the delivered item to third parties.
If the buyer sells the delivered item with or without the consent of REXOFIL, the buyer assigns the resulting claims to REXOFIL. REXOFIL will accept this assignment.
If the delivered item is connected with other items not belonging to the buyer, REXOFIL acquires co-ownership of the new property in the proportion of the value of the delivered item to the other items belonging to the new property.
If the buyer is in breach of contract, specifically in the case of payment default, pledging, transfer of ownership as security, or any other transfer to third parties, REXOFIL is entitled to repossess the delivered items. The buyer is obliged to hand over the items. Repossession of delivered items by REXOFIL does not constitute withdrawal from the contract.
For the duration of the retention of ownership, REXOFIL is entitled to insure the delivered items against theft, breakage, fire, water, and other damage at the buyer’s expense unless the buyer provides proof that the buyer has taken out insurance himself. Upon request, the buyer shall provide REXOFIL with proof by presenting the insurance policy.

11. Place of performance, applicable law, place of jurisdiction, written form, and partial invalidity

The place of jurisdiction and performance for all deliveries and services owed under the contract shall be the registered office of REXOFIL GmbH.
The contractual relationship is subject exclusively to the law of the Federal Republic of Germany.

The following regulations apply in the following order to the contractual relationships:
The individual agreements concluded between the parties
These General Delivery Terms and Conditions
Legal provisions, specifically those of the German Commercial Code (HGB) and Civil Code (BGB)
Ancillary agreements, reservations, changes, and additions require written confirmation by REXOFIL to be valid.
Should any provision of these General Terms and Conditions or any provision within other agreements be or become invalid, the validity of all other provisions and agreements shall remain unaffected.