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1. SCOPE
1.1. These General Terms and Conditions (hereinafter the abbreviation General Terms and Conditions is used) underlie all transactions that Rexhi GmbH (hereinafter referred to as Rexhi) concludes with merchants or non-merchants, legal entities under public law or special funds under public law.
2. APPLICATION
2.1. Transactions, regardless of their nature, only become binding with an order confirmation from Rexhi. This also applies to transactions triggered by offers created by Rexhi. Changes and additions generally require written form. Agreements made deviating from a written order confirmation or a written contract, as well as these General Terms and Conditions, are only legally valid in writing. 2.2. These General Terms and Conditions apply during an ongoing business relationship, including for future transactions in which no express reference is made to the General Terms and Conditions if the General Terms and Conditions have already been agreed upon by the business partners in a previous transaction. 2.3. If individual provisions are or become ineffective, the remaining conditions of these General Terms and Conditions remain unaffected. The invalid provisions must be replaced by new, written agreements before the order is executed. The order only becomes legally valid when the new version is signed by both business partners.
3. PRICES
3.1. Unless otherwise agreed in writing, Rexhi’s prices apply ex works, excluding packaging and plus VAT at the applicable rate. 3.2. If it is agreed that the price depends on the weight of the part, the final price is based on the weight of the approved sample. The currently valid Rexhi price list applies. 3.3. Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wages, materials and sales costs for deliveries made 3 months or later after conclusion of the contract.
4. DELIVERY
4.1. Delivery times begin when Rexhi sends the order confirmation and, if applicable, the notes contained thereon. 4.2. Reasonable partial deliveries and deviations from the order quantity of up to +/-10% are permitted. 4.3. Due to the occurrence of unforeseen events, the delivery time may be extended. Unforeseen events include, in particular, force majeure, operational disruptions, labor disputes and all causes of delay for which Rexhi is not responsible. Rexhi will keep disruptions to the customer as low as possible. 4.4. If a delay in delivery occurs due to Rexhi’s fault, the customer must set a reasonable grace period. The customer is only entitled to claim damages due to delay or impossibility of delivery for which Rexhi is responsible if Rexhi is guilty of intent or gross negligence. 4.5. Rexhi is only obliged to accept follow-up orders as long as Rexhi has the right of ownership of the customer’s molds or the obligation to retain its own customized molds. Price agreements for previous orders remain unaffected.
5. PROVISIONS OF MATERIALS
5.1. If materials are supplied by the purchaser, they must be delivered at the expense and risk, with an appropriate quantity surcharge of at least 5%, in a timely manner and in perfect condition. 5.2. In the event of non-fulfillment, the delivery time will be extended accordingly. Except in cases of force majeure, the customer bears the additional costs incurred, including for a production interruption.
6. PACKAGING, SHIPPING, PASSING OF RISK
6.1. Unless otherwise agreed, Rexhi chooses packaging and shipping methods at its best discretion. 6.2. At the customer’s written request, the goods will be insured against storage, breakage, transport and fire damage at his own expense. 6.3. The risk of accidental loss or accidental deterioration of the goods passes to the customer when they leave the delivery factory, even if the goods are delivered freight paid. In the event of delays in dispatch for which Rexhi is responsible, the risk is transferred upon notification of readiness for dispatch.
7. RETENTION OF TITLE
7.1. The delivered goods remain the property of Rexhi until all of Rexhi’s existing claims against the purchaser have been fulfilled, even if the purchase price for specifically designated claims has been paid. For current invoices, the reserved ownership of the deliveries (reserved goods) serves as security for Rexhi’s balance invoice. 7.2. Processing and further processing by the customer is carried out on behalf of Rexhi, excluding the acquisition of ownership, in accordance with Section 950 of the German Civil Code (BGB); The latter remains the owner of the resulting item, which serves as reserved goods to secure Rexhi’s claims in accordance with item 1. 7.3. If the customer processes (combines/mixes) with other goods that do not belong to Rexhi, the provisions of Sections 947 and 948 of the German Civil Code (BGB) apply, with the result that Rexhi’s co-ownership of the new item is now reserved goods within the meaning of this conditions is. 7.4. The purchaser is only permitted to resell the reserved goods in the normal course of business on the condition that he also agrees on retention of title with the customer in accordance with points 1 to 3. The purchaser is not entitled to make any other disposals over the reserved goods, in particular pledging and assignment as security. 7.5. In the event of resale, the purchaser hereby assigns to Rexhi the claims and other claims arising from the resale against his customers, including all ancillary rights, until all of Rexhi’s claims have been fulfilled. At Rexhi’s request, the purchaser is obliged to provide Rexhi with all information and documents that are necessary for Rexhi to assert its rights against the purchaser’s customer. 7.6. If the reserved goods are returned by the purchaser after agreement in accordance with point 7.2. and/or 7.3. or resold together with other goods not belonging to Rexhi, the assignment of the purchase price claim, in accordance with point 7.5., only applies to the amount of the invoice value of Rexhi’s reserved goods. 7.7. Rexhi undertakes to release the securities to which it is entitled at the request of the customer if their value exceeds the claims to be secured by more than 10%. 7.8. Any seizure or seizure of the reserved goods by third parties must be reported to Rexhi immediately. Any resulting intervention costs will in any case be borne by the purchaser. 7.9. If Rexhi makes use of its retention of title by taking back reserved goods in accordance with the above provisions, it is entitled to sell the goods privately or, if necessary, have them auctioned. The return of the reserved goods takes place at the proceeds achieved, but at most at the agreed delivery prices. Further claims for damages, in particular lost profits, remain reserved. 7.10. The customer undertakes to
8. PAYMENT TERMS
8.1. All payments are to be made in EURO exclusively to Rexhi. 8.2. Unless otherwise agreed, the purchase price for deliveries and other services is due immediately. 8.3. If the agreed payment deadline is exceeded, interest of 5% above the respective Bundesbank discount rate will be charged. 8.4. Checks and bills of exchange capable of being rediscounted are only accepted as payment. All associated costs are borne by the purchaser. Offsetting and assertion of a right of retention due to any counterclaims of the customer disputed by Rexhi are not permitted. 8.5. Failure to comply with payment terms or circumstances that give rise to serious doubts about the creditworthiness of the customer will result in Rexhi’s claims becoming due immediately. In this case, Rexhi is also entitled to demand advance payments for outstanding deliveries and to withdraw from the contract after a reasonable grace period or to demand compensation for non-performance. Furthermore, the purchaser must be prohibited from reselling the goods and must retrieve any goods that have not yet been paid for at the purchaser’s expense.
9. MOLDS (TOOLS)
9.1. The price for the molds does not include sampling costs, costs for testing and processing devices or for changes initiated by the customer. 9.2. Unless otherwise agreed, Rexhi is and remains the owner of the molds manufactured for the customer by Rexhi itself or third parties commissioned by Rexhi. Molds are only used for orders from the purchaser as long as the purchaser meets his payment and acceptance obligations. Rexhi is only obliged to replace these molds free of charge if this is necessary to fulfill an output quantity guaranteed to the customer. Rexhi’s obligation to store the mold expires 2 years after the last delivery of parts and prior notification to the purchaser. 9.3. If a mold is sold, ownership passes to the purchaser and the obligation to retain it expires on the date of delivery. Otherwise, the remaining provisions of these General Terms and Conditions apply. 9.4. In the case of the purchaser’s forms in accordance with Section 9.3. and/or forms provided on loan by the customer, Rexhi’s liability with regard to storage and care is limited to the care it takes in its own affairs. The customer bears the costs for storage and insurance. Rexhi’s obligations expire if, after completion of the order and corresponding request, the customer does not collect the forms within a reasonable deadline. As long as the customer does not fully comply with his contractual obligations, Rexhi is entitled to retain the molds in any case.
10. LIABILITY FOR DEFECTS
10.1. If Rexhi has advised the customer, he is only liable for the functionality and suitability of the plastic part with an express written assurance. 10.2. The customer is obliged to inspect the goods delivered by Rexhi immediately and to report any visible defects in writing within 8 calendar days of receipt of the delivery. In the case of hidden defects, this period is extended by a further 8 calendar days after discovery, but no longer than 12 months after the transfer of risk. 10.3. In the event of a justified notification of defects – whereby, for molded parts, the failure samples approved in writing by the customer determine the expected quality and execution – Rexhi is obliged, at its own discretion, to repair the defect or deliver a replacement free of charge. If the repair or replacement delivery fails, the customer is entitled to reduce the purchase price or withdraw from the contract. Further claims for damages are excluded unless there is intent or gross negligence. 10.4. Unauthorized rework and improper treatment will result in the loss of all claims for defects. Only to prevent disproportionately large damage or if Rexhi fails to remedy the defect, the purchaser is entitled, after prior communication with Rexhi, to make improvements and to claim compensation for this effort in an appropriate amount.
11. PROPRIETARY RIGHTS
11.1. In the case of molded parts, the purchaser is liable to Rexhi for the freedom of the deliveries and services provided in the order from third-party intellectual property rights, releases Rexhi from all corresponding claims and must compensate Rexhi for any damage incurred. 11.2. Designs and design proposals from Rexhi may only be passed on with Rexhi’s permission.
12. PLACE OF PERFORMANCE AND JURISDICTION
12.1. The place of performance and jurisdiction for all claims and legal disputes arising from this contractual relationship, including bill of exchange and document processes, is exclusively Rexhi’s registered office, provided that the customer is a merchant i. S.d. HGB is. However, Rexhi reserves the right to bring legal action against the customer at any other permissible place of jurisdiction. 12.2. This contract and the entire legal relationship between the parties are subject to the law of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods of April 11, 1980 (UN Sales Convention, Federal Law Gazette 1989 II, page 588 f) is excluded.