Terms and Conditions
- 1. Scope of application
1.1. All transactions between Rexhi GmbH (hereinafter referred to as Rexhi) and merchants or non-merchants, government-owned legal persons under public law or special government-owned funds are based on these general terms and conditions (hereinafter the abbreviation GTC is used).
- 2. Application
2.1. Transactions of any kind, are not binding until an order confirmation by Rexhi. This also applies to transactions, which are triggered by created offers from Rexhi. Changes and amendments must generally be in writing. Agreements that are deviating from a written order confirmation or a written contract and these GTC, are only valid in written form.
2.2. These GTC apply during an ongoing business relationship, even for future transactions, where is not expressly referred to the GTC, if the GTC have been agreed in an earlier business by counterparties.
2.3. Should individual terms be or become invalid, the remaining terms of these GTC shall remain unaffected. Before order execution, the invalid terms have to be replaced by new, written terms. The order becomes legally valid upon signature of the new version by both parties.
- 3. Prices
3.1. If nothing to the contrary has been expressly agreed in writing, the prices of Rexhi are valid ex works excluding packing and plus value added tax at the applicable legal rate.
3.2. Should the price be agreed on the basis of component weight, the final price shall be based on the weight of the outturn samples provided. The valid price list of Rexhi shall apply.
3.3. Unless a fixed price agreement was arrived at reasonable price changes as a result of changed prices for raw material wages and cost of distribution taking effect 3 months or more after the conclusion of the contract shall remain reserved.
- 4. Supply
4.1. The delivery times begin with the date of the confirmation of the order by Rexhi and possibly contained notes from Rexhi.
4.2. Reasonable part deliveries and deviations of up to ± 10% from orders are permissible.
4.3. The delivery time can extend by the occurrence of unforeseen events, which are force majeure, company shutdowns, labour disputes or other impediments which are outside the responsibility of Rexhi. As far as possible Rexhi will try to minimize any inconvenience to the Buyer.
4.4. In case there is delivery delay indebted by Rexhi, then, then the Buyer shall be entitled to grant a reasonable additional period for the supplies. The Buyer only has a claim for damages due to delay or in the event of impossibility of delivery for which Rexhi is responsible, if Rexhi is charged with intent or gross negligence.
4.5. Rexhi is obliged to accept follow-up orders with reasonable delivery periods provided it holds property rights to the moulds, tools and equipment of the Buyer or is obliged to keep its own Buyer-related moulds, tools and equipment. This obligation entails no commitment to earlier price agreements.
- 5. Provision of material
5.1. Should materials be provided by the Buyer, they are to be delivered in a timely manner and in accordance with the agreed specification at the cost and risk of the Buyer, with a reasonable excess quantity of at least 5%.
5.2. If these requirements are not met, the delivery period shall be extended accordingly. Except for cases of force majeure, the Buyer shall bear the resulting additional costs, including those for the interruption of production.
- 6. Packaging, Despatch, Risk Transfer
6.1. Unless otherwise agreed, Rexhi shall select the packaging and mode of shipment at its discretion.
6.2. At the written request and cost of the Buyer, the goods shall be insured against breakage, transport and fire damage.
6.3. The risk of accidental destruction or accidental deterioration of the article of delivery - in contracts on deliveries - passes on to the Buyer. If the Rexhi causes a delay of the delivery, the risk already transfers after the issue of the despatch advice note.
- 7. Retention of title
7.1. The ownership of the goods shall remain with Rexhi until payment in full for all our claims resulting from our business relation is received, even if the purchase price for specifically designated charges has been paid. In case of outstanding invoice the ownership reserved of the deliveries (reserved goods) is considered as security for the balance invoice of Rexhi.
7.2. Treatment or processing by the Buyer is effected under exclusion of acquisition of ownership according to § 950 German Civil Code (BGB) upon order of Rexhi; Rexhi shall retain title to the resulting product which shall serve as security for claims accruing to Rexhi as above.
7.3. In the event of any processing, connecting, commingling or mixing of the reserved goods with other goods which do not belong to Rexhi, the regulations of §§ 947, 948 BGB apply, with the result that the co-ownership share of Rexhi in the new item is henceforth considered as retained goods for the purpose of such conditions.
7.4. The Buyer is permitted to resell the retained goods in the common course of business and under the condition that he also agrees upon a reservation of property rights with his customers, according to paragraphs 1 to 3. The Buyer is not entitled to any other disposal of the reserved goods, especially, but not limited to, pledging or assignment by way of security.
7.5. In this case the Buyer cedes the claims against his Buyers arising from the resale at this time until the complete fulfilment of all obligations with all ancillary rights to Rexhi. At the request of Rexhi the Buyer shall be obliged to give Rexhi any information and documents, which are necessary to assert rights of Rexhi against the Buyer's customers.
7.6. If the goods are sold after being processed according to subsection 7.2 and/or 7.3 are sold together with other goods not owned by Rexhi, the transfer of the purchase price according to subsection 7.5 is made only in the amount of the price charged for the goods Rexhi that are subject to reservation of title.
7.7. Upon the request of the Buyer, Rexhi is obliged to release the securities to which he is entitled insofar as their realisable value exceeds the receivables secured by more than 10%.
7.8. Garnishments or confiscations of the retained goods by third parties shall be notified to Rexhi without delay. Investment costs arising out of that are in any case for account of the Buyer.
7.9. Should Rexhi, taking action according to the above clauses, make use of his right to take back the reserved ownership goods, Rexhi is entitled to an unencumbered sale or auction of said goods. The value of the returned reserved ownership goods shall be as sold or auctioned and no higher than the agreed contract price. Further claims of compensation for damages, especially the loss of profit incurred, remain reserved.
7.10. The Buyer is obliged to k¬¬eep and store the goods of Rexhi separately and to insure same against damage and larceny in any case.
- 8. Terms of payment
8.1. All payments are to be made in EURO and exclusively to Rexhi.
8.2. Unless otherwise agreed, the purchase price for deliveries and other services is due immediately.
8.3. If the deadlines allowed for payment are exceeded, interest will be charged at 5% above the respective Bundesbank discount rate.
8.4. Cheques and bills of exchange shall only be accepted on account of performance. All costs involved are at the expense of the Buyer. Withholding of payments or offsetting on account of any Buyer's counterclaims, the rightfulness of which is contested by the Rexhi, shall not be acceptable.
8.5. The persistent failure to comply with conditions of payment or circumstances which give reason to serious doubts as to the creditworthiness of the Buyer, result in the immediate maturity of all outstanding debts in favour of Rexhi. Furthermore Rexhi is entitled to demand payment in advance for outstanding deliveries as well as to withdraw from the contract after a reasonable period of extension or to demand compensation for non-fulfilment, and further to forbid the Buyer from disposing of the goods and to reclaim as yet unpaid for goods at the cost of the Buyer.
- 9. Moulds (Tools)
9.1. The price for the moulds does not include the costs of providing samples, neither the costs of proving and subsequent adjustments nor for changes requested by the Buyer.
9.2. Except when otherwise stipulated, Rexhi is and remains owner of the moulds produced for the Buyer by the Rexhi himself or by a third party assigned by Rexhi. The moulds will only be used for orders of the Buyer as long as the Buyer fulfils his obligations of payment and acceptance. Rexhi is obliged to replace the tooling free of charge only when the required production quantity necessitates its replacement. The obligation of Rexhi to retain moulds, tools and equipment expires two years after the final parts delivery and following notification of the Buyer.
9.3. If a mould has been sold, the ownership of the moulds is transferred to the Buyer and the safekeeping responsibility ends on the date the goods are dispatched. Apart from that, the general terms and conditions apply.
9.4. Concerning moulds owned by the Buyer according to subsection 3 and/or moulds lend by the Buyer, the responsibility concerning storage and maintenance is limited to the care which Rexhi uses with own affairs. The Buyer pays the costs for storage and insurance. Should the moulds, tools and equipment not be collected on completion of the order and following appropriate notification to the Buyer, the obligations of Rexhi shall expire. As long as the Buyer has not completely fulfilled his contractual obligations Rexhi has a right of retention of the moulds in any case.
- 10. Liability for defects
10.1. If Rexhi has advised the Buyer, Rexhi is liable for functioning and suitability of the plastic component only in case of explicit prior warranty in writing.
10.2. The Buyer has to inspect the delivered goods without delay and, in the case of recognisable defects, to submit a written complaint within 8 days after arrival at the place of destination. In the case of concealed defects, this time limit will extend to further eight days detection of the defect, subject to a maximum of 12 months following receipt of goods.
10.3. In case of a justified notification of defects - where for moulds the patterns released in written by the Buyer determine the quality and workmanship to be expected – Rexhi is obliged to rectify or replace the defective parts at his discretion free of charge. If the rectification of defects or replacement delivery fails, the Buyer has the right to demand a reduction in the price or cancellation of the contract. More extensive claims are hereby excluded, unless intent or gross negligence exists.
10.4. Unauthorized re-working and improper handling will lead to the loss of any right to claim compensation on defects. Merely for defence against unreasonably great damages or in case of delay in the rectification of defects by Rexhi, the Buyer is entitled to repair the goods and to demand substitution of appropriate costs after previously informing Rexhi.
- 11. Property rights
11.1. The Buyer is liable vis-à-vis to Rexhi for the deliveries and services ordered being free from third-party property rights and is to release Rexhi from any related claims and shall be liable itself for any damages incurred.
11.2. Blueprints and design proposals of Rexhi may only be given to third parties with consent of Rexhi.
- 12. Erfüllungsort und Gerichtsstand
12.1. Place of execution and court of jurisdiction for all disputes arising from this contract, including actions on cheques and bills of exchange, is exclusively the place business of Rexhi, insofar as the Buyer is a merchant as defined in the German Commercial Code. However, Rexhi shall reserve the right to assert his claims at any other permissible place of jurisdiction.
12.2. This contract and the entire legal relationship between the parties shall be governed by the Federal Republic of Germany, excluding the United Nations agreement on contracts regarding the international sale of goods dated 11/04/1980 (UN purchase law, BGBl. 1989 II, Page 588 f).