Sales Conditions

§ 1 Scope of application, form

1 These General Terms and Conditions of Sale (GTCS) shall apply to all business relationships with our customers (“Purchasers”). The GTCS shall apply only if the Purchaser is an entrepreneur (§ 14 German Civil Code (BGB)), a legal entity under public law or a special fund under public law.

2 The GTCS shall apply in particular to contracts for the sale and/or delivery of movable goods (“Goods”), irrespective of whether we manufacture the Goods ourselves or procure them from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, the GTCS in the version valid at the time of the Purchaser’s order or in any case in the version most recently communicated to the Purchaser in text form shall also apply as a framework agreement for similar future contracts, without our having to refer to them again in each individual case.

3 Our GTCS shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Purchaser shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent shall apply in all cases, for example even if we carry out the delivery to the Purchaser unconditionally in full knowledge of the Purchaser’s general terms and conditions.

4 Individual agreements made with the Purchaser in specific cases (including side agreements, additions and amendments) shall take precedence over these GTCS in all cases. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.

5 Legally relevant declarations and notifications by the Purchaser in relation to the contract (e.g. setting of deadlines, notice of defects, withdrawal or reduction) must be submitted in writing, i.e. in written or text form (e.g. letter, e-mail). Statutory formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the declaring party, shall remain unaffected.

6 References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall apply unless they are directly modified or expressly excluded in these GTCS.

 

§ 2 Conclusion of contract

1 Our offers are non-binding and subject to confirmation. This shall also apply if we have provided the Purchaser with catalogs, brochures, and other advertising material, as well as technical documentation (e.g., drawings, plans, calculations, references to DIN standards), other product descriptions (including technical specifications, dimensions, weights, etc.) or documents – including in electronic form – to which we reserve title and copyright.

2 The Purchaser’s order of the goods shall be deemed a binding offer to enter into a contract. Unless otherwise indicated in the order, we shall be entitled to accept this contractual offer within two (2) weeks of its receipt.

3 Acceptance may be declared either in writing (e.g., by order confirmation) or by delivering the goods to the Purchaser.

 

§ 3 Delivery period and delay in delivery

1 The delivery period shall be agreed individually or specified by us upon acceptance of the order. If this is not the case, the delivery period shall be approximately 4 weeks from acceptance of the order.

2 If we are unable to comply with binding delivery periods for reasons not attributable to us (non-availability of the service), we shall inform the Purchaser without undue delay and at the same time notify them of the expected new delivery period. If performance is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; any consideration already paid by the Purchaser shall be refunded without undue delay. In this context, non-availability of the service shall include, in particular, delayed delivery by our supplier, provided that we have concluded a congruent covering transaction, neither we nor our supplier are at fault (e.g. in cases of force majeure), or we are not obligated to procure the goods in the specific case.

3 The occurrence of our default in delivery shall be determined in accordance with the statutory provisions. In all cases, however, a formal reminder (notice of default) from the Purchaser is required. If we are in default of delivery, the Purchaser shall be entitled to claim liquidated damages for the delay. Such liquidated damages shall amount to 0.5% of the net price (delivery value) for each full calendar week of delay, but in total not more than 5% of the delivery value of the delayed goods. We reserve the right to prove that the Purchaser has not suffered any damage or has incurred significantly less damage than the above lump sum.

4 The rights of the Purchaser pursuant to § 8 of these GTCS and our statutory rights – in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance) – shall remain unaffected.

 

§ 4 Delivery, transfer of risk, acceptance, default of acceptance

1 Delivery shall be made ex warehouse, which shall also be the place of performance for the delivery and any subsequent performance. At the request and expense of the Purchaser, the goods shall be shipped to another destination (sale by dispatch). Unless otherwise agreed, we shall be entitled to determine the method of shipment (in particular, the transport company, shipping route, packaging) at our discretion.

2 The risk of accidental loss and accidental deterioration of the goods shall pass to the Purchaser at the latest upon handover. In the case of a sale by dispatch, however, the risk of accidental loss and accidental deterioration of the goods, as well as the risk of delay, shall already pass to the Purchaser upon delivery of the goods to the forwarding agent, the carrier, or any other person or institution designated to carry out the shipment. Where acceptance has been agreed, such acceptance shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall apply accordingly to an agreed acceptance. Handover or acceptance shall also be deemed to have occurred if the Purchaser is in default of acceptance.

3 If the Purchaser is in default of acceptance, fails to cooperate, or if our delivery is delayed for other reasons attributable to the Purchaser, we shall be entitled to claim compensation for the resulting damage, including additional expenses (e.g., storage costs). For this purpose, we shall charge lump-sum compensation amounting to 2% of the net order value per week, up to a maximum of 10% in the event of final non-acceptance, starting from the onset of the default of acceptance. The Purchaser reserves the right to prove that no damage or only significantly less damage has occurred.

Proof of higher damages and our statutory claims (in particular, compensation for additional expenses, reasonable compensation, termination) shall remain unaffected; however, the lump sum shall be credited against further monetary claims. The Purchaser shall remain entitled to prove that no damage or only significantly less damage than the aforementioned lump sum has occurred.

 

§ 5 Prices and terms of payment

1 Unless otherwise agreed in individual cases, our prices valid at the time the contract is concluded shall apply, ex warehouse, plus statutory value-added tax in the respective currency specified; in case of doubt, EUR shall be deemed the agreed currency.

2 In the case of a sale by dispatch (§ 4 (1)), the Purchaser shall bear the transport costs including packaging from the warehouse and the costs of any transport insurance requested by the Purchaser. Any customs duties, fees, taxes, and other public charges shall be borne by the Purchaser.

3 The purchase price shall be due and payable, free of charges, to one of our business accounts specified in the invoice, within fourteen (14) days of the invoice date and delivery or acceptance of the goods. However, we shall be entitled at any time – including within the framework of an ongoing business relationship – to carry out a delivery wholly or partially only against advance payment. We shall declare such a reservation no later than with the order confirmation.

4 Upon expiry of the above payment period, the Purchaser shall be in default. During the period of default, the purchase price shall bear interest at the applicable statutory default interest rate. We reserve the right to assert further claims for damages caused by default. Our claim to the commercial interest on arrears (§ 353 HGB) against merchants shall remain unaffected.

5 The Purchaser shall only be entitled to rights of set-off or retention insofar as their claim has been legally established or is undisputed. In the event of defects in the delivery, the Purchaser’s counter rights, in particular pursuant to § 7 (6) sentence 2 of these GTCS, shall remain unaffected.

6 If, after conclusion of the contract, it becomes apparent (e.g., through an application for the opening of insolvency proceedings) that our claim to the purchase price is at risk due to the Purchaser’s lack of financial capacity, we shall be entitled under the statutory provisions to refuse performance and – if applicable after setting a deadline – to withdraw from the contract (§ 321 BGB). In the case of contracts for the manufacture of non-fungible goods (custom-made products), we may declare withdrawal immediately; statutory regulations regarding the dispensability of setting a deadline shall remain unaffected.

7 The granting of any cash discount shall require express agreement.

 

§ 6 Retention of title

1 We retain title to the goods sold until full payment of all present and future claims arising from the purchase contract and an ongoing business relationship (secured claims) has been made.

2 Goods subject to retention of title may neither be pledged to third parties nor transferred by way of security before the secured claims have been paid in full. The Purchaser must notify us in writing without undue delay if an application for the opening of insolvency proceedings is filed or if third parties (e.g., seizures) seize the goods belonging to us.

3 In the event of contractual breach by the Purchaser, particularly non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods based on the retention of title. The demand for return does not simultaneously constitute a declaration of withdrawal; rather, we shall be entitled to demand only the return of the goods while reserving the right to withdraw. If the Purchaser fails to pay the due purchase price, we may only assert these rights if we have first set a reasonable deadline for payment without success or if such a deadline is not required under statutory provisions.

4 Until revoked in accordance with (c) below, the Purchaser is authorised to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition:

a. The retention of title shall extend to the full value of the products resulting from the processing, mixing, or combining of our goods, whereby we shall be deemed the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their ownership rights remain, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed, or combined goods. Otherwise, the same shall apply to the resulting product as to the goods delivered under retention of title.

b. The Purchaser hereby assigns to us, by way of security, all claims against third parties arising from the resale of the goods or the product – either in full or in the amount of our possible co-ownership share pursuant to the preceding paragraph. We hereby accept the assignment. The obligations of the Purchaser set out in paragraph (2) shall apply accordingly to the assigned claims.

c. The Purchaser shall remain authorised, alongside us, to collect the assigned claims. We undertake not to collect the assigned claims as long as the Purchaser meets its payment obligations, is not in financial distress, and we do not assert our retention of title under paragraph (3). If this is the case, however, we may demand that the Purchaser disclose to us the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents and notify the debtors (third parties) of the assignment. In this case, we shall also be entitled to revoke the Purchaser’s authority to resell and process the goods subject to retention of title.

d. If the realisable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the Purchaser’s request.

5 The Purchaser shall be obliged to handle the goods subject to retention of title with due care. In particular, the Purchaser shall insure them adequately at its own expense against fire, water, and theft at replacement value, provided that the goods are high-value goods. If maintenance and inspection work is required, the Purchaser shall perform such work in due time and at its own expense.

 

§ 7 Purchaser’s Claims for Defects

1 The statutory provisions shall apply to the rights of the Purchaser in the event of material or legal defects (including incorrect or short delivery as well as improper assembly or defective assembly and installation instructions), unless otherwise provided below. In all cases, the special statutory provisions applicable to final delivery of unprocessed goods to a consumer shall remain unaffected, even if the consumer has further processed them (supplier recourse pursuant to § 478 BGB). Claims arising from supplier recourse are excluded if the defective goods have been further processed by the Purchaser or another entrepreneur (e.g., by incorporation into another product). The Purchaser’s rights under separately issued guarantees, in particular by the manufacturer, shall remain unaffected.

2 The basis for our liability for defects shall primarily be the agreement reached on the quality of the goods. All product descriptions and manufacturer’s specifications – including those in our advertising materials, e.g. in catalogs or on our website – shall be deemed part of such agreement, provided that they have been expressly included in the contract or expressly referred to during the contract negotiations.

Goods shall also be deemed free of defects if they are suitable for the use agreed in the contract and are handed over with the agreed accessories and instructions, including assembly and installation instructions.

3 Where no agreement on the quality has been made, the existence of a defect shall be determined in accordance with statutory provisions (§ 434 para. 3 BGB). We shall not be liable for public statements made by the manufacturer or other third parties (e.g., advertising claims) that were not expressly referred to by the Purchaser as being decisive for the purchase.

4 In the case of goods with digital elements or other digital content, we shall only owe the provision and, if applicable, updates of the digital content where this is expressly agreed in a quality agreement pursuant to paragraph 2. We shall not be liable for public statements by the manufacturer or other third parties in this regard.

5 The Purchaser’s claims for defects shall be subject to the condition that the Purchaser has complied with its statutory duties to inspect and give notice of defects (§§ 377, 381 HGB). In the case of construction materials and other goods intended for installation or further processing, inspection must always take place immediately before processing. If a defect is discovered at delivery, inspection, or any later point in time, we must be notified thereof in writing without undue delay. In any case, obvious defects must be notified within two working days of delivery, and hidden defects within five working days of discovery. If the Purchaser fails to carry out the proper inspection and/or to give notice of defects, our liability for the defect not reported, not reported in time, or not reported properly shall be excluded in accordance with statutory provisions. In the case of goods intended for installation, attachment, or assembly, the same shall apply if the defect only becomes apparent after processing due to non-compliance with the above obligations; in such cases, the Purchaser shall in particular have no claims for the reimbursement of corresponding costs (“removal and installation costs”).

6 If the delivered item is defective, we shall have the right to choose whether we remedy the defect by repair (rectification) or by delivery of a defect-free item (replacement). If the type of supplementary performance we choose is unreasonable for the Purchaser in a particular case, the Purchaser may reject it. Our right to refuse supplementary performance under the statutory conditions remains unaffected.

7 We may make the owed supplementary performance conditional upon the Purchaser paying the due purchase price. However, the Purchaser shall be entitled to retain a reasonable part of the purchase price proportionate to the defect.

8 The Purchaser shall give us the time and opportunity necessary to carry out the owed supplementary performance, in particular by handing over the defective goods for inspection. In the event of a replacement delivery, the Purchaser shall return the defective item to us in accordance with statutory provisions. However, the Purchaser shall have no right to demand return. Supplementary performance does not include removal of the defective item or re-installation, unless we were originally obliged to install the item.

9 We shall bear or reimburse the expenses necessary for inspection and supplementary performance (in particular transport, travel, labor and material costs and, where applicable, removal and installation costs) in accordance with statutory provisions if a defect actually exists. Otherwise, we may demand reimbursement from the Purchaser for the costs incurred as a result of the unjustified request for defect rectification (in particular inspection and transport costs), unless the absence of a defect was not identifiable to the Purchaser.

10 In urgent cases – e.g., where operational safety is at risk or to prevent disproportionate damage – the Purchaser shall have the right to remedy the defect itself and demand reimbursement of objectively necessary expenses from us. We must be notified of such self-remedy without undue delay, if possible in advance. The right of self-remedy does not apply where we would be entitled to refuse the respective supplementary performance under statutory provisions.

11 If supplementary performance has failed, or if a deadline to be set by the Purchaser for supplementary performance has expired without success or is dispensable under statutory provisions, the Purchaser may withdraw from the purchase contract or reduce the purchase price. However, there shall be no right of withdrawal in the event of only minor defects.

12 Claims of the Purchaser for reimbursement of expenses under § 445a para. 1 BGB are excluded unless the final contract in the supply chain is a consumer goods purchase (§§ 478, 474 BGB) or a consumer contract for the supply of digital products (§§ 445c sentence 2, 327 para. 5, 327u BGB). Claims for damages or for reimbursement of futile expenses shall only exist in accordance with § 8 and are otherwise excluded.

 

§ 8 Other liability

1 Unless otherwise provided in these GTCS, including the provisions set out below, we shall be liable for breaches of contractual and non-contractual obligations in accordance with the statutory provisions.

2 We shall be liable for damages – regardless of the legal grounds – in cases of intent and gross negligence within the scope of fault-based liability. In cases of slight negligence, we shall only be liable – subject to statutory limitations of liability (e.g., diligence in our own affairs, minor breaches of duty) –

a. for damages resulting from injury to life, body, or health;

b. for damages resulting from the breach of a material contractual obligation (an obligation the fulfilment of which is essential for the proper execution of the contract and on the observance of which the contractual partner regularly relies and is entitled to rely); in such cases, our liability shall be limited to the compensation of foreseeable damage typical for this type of contract.

3 The limitations of liability pursuant to paragraph 2 shall also apply in the event of breaches of duty by or in favour of persons for whose fault we are responsible under statutory provisions. These limitations shall not apply if we have fraudulently concealed a defect, have assumed a guarantee for the quality of the goods, or for claims of the Purchaser under the German Product Liability Act.

4 The Purchaser may only withdraw from or terminate the contract due to a breach of duty that does not consist in a defect if such breach is attributable to us. Any unrestricted right of termination on the part of the Purchaser (in particular pursuant to §§ 650, 648 BGB) is excluded. In all other respects, the statutory provisions and legal consequences shall apply.

 

§ 9 Limitation  Period

1 Notwithstanding § 438 para. 1 no. 3 BGB, the general limitation period for claims based on material defects and defects of title shall be one (1) year from the date of delivery. Where acceptance has been agreed, the limitation period shall commence upon acceptance.

2 However, if the goods constitute a building or an item which has been used, in accordance with its customary purpose, for a building and has caused its defectiveness (building material), the limitation period shall be five (5) years from delivery in accordance with statutory provisions (§ 438 para. 1 no. 2 BGB). Other statutory special provisions on limitation (in particular § 438 para. 1 no. 1, para. 3, §§ 444, 445b BGB) shall remain unaffected.

3 The above limitation periods under sales law shall also apply to contractual and non-contractual claims for damages brought by the Purchaser, insofar as such claims are based on a defect in the goods, unless the application of the regular statutory limitation (§§ 195, 199 BGB) would lead to a shorter limitation period in the individual case. Claims for damages by the Purchaser under § 8 para. 2 sentence 1 and sentence 2(a) as well as under the German Product Liability Act shall be subject exclusively to the statutory limitation periods.

 

§ 10 Purchaser’s Confidentiality Obligation; Data Protection

1 All business and trade secrets that become known to the Purchaser during the course of the business relationship may neither be used nor disclosed to third parties without our prior written consent, unless such business or trade secrets are publicly accessible. This obligation shall also continue after termination of the contract. In case of doubt, this confidentiality obligation shall also apply to employees of the Purchaser who are not directly involved in the performance of the contract. Confidential information may only be disclosed to the Purchaser’s employees and advisors who necessarily need to be informed thereof for the proper performance of the delivery. Upon our request, the Purchaser shall provide us with written evidence of corresponding confidentiality agreements with the affected employees and shall thereby ensure confidentiality also beyond the term of their employment.

2 We comply with applicable data protection laws. For further information, please refer to our privacy policy (available at https://www.rex-industrie-produkte.de/service/datenschutz.html).

 

§ 11 Choice of Law and Place of Jurisdiction

1 These GTCS and the contractual relationship between us and the Purchaser shall be governed by the laws of the Federal Republic of Germany, to the exclusion of international uniform law, in particular the United Nations Convention on Contracts for the International Sale of Goods (CISG).

2 If the Purchaser is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law, the exclusive – also international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Vellberg. The same shall apply if the Purchaser is an entrepreneur within the meaning of § 14 BGB. However, we shall also be entitled in all cases to bring an action at the place of performance of the delivery obligation in accordance with these GTCS or a prevailing individual agreement or at the general place of jurisdiction of the Purchaser. Statutory provisions with precedence, in particular those concerning exclusive jurisdiction, shall remain unaffected.

 

Last updated: April 29, 2025