REBOTNIX GmbH — Last updated: March 2026
1.1. These General Terms and Conditions ("Terms") apply to all business relationships between REBOTNIX GmbH, Am Brambusch 22, 44536 Lünen, Germany ("REBOTNIX", "we", "us") and our business customers ("Customer", "you").
1.2. These Terms apply exclusively. Deviating, conflicting, or supplementary terms of the Customer shall only become part of the contract if we have expressly agreed to their applicability in writing.
1.3. Our offers are directed exclusively at businesses (Unternehmer) within the meaning of § 14 BGB (German Civil Code). By placing an order, the Customer confirms that they are acting in their capacity as a business entity.
1.4. Individual agreements made with the Customer in specific cases shall always take precedence over these Terms.
2.1. REBOTNIX develops and provides intelligent vision systems, embedded AI hardware, and related software solutions under the KINEVA brand. The specific scope of services is defined in the respective offer, order confirmation, or separate service agreement.
2.2. We reserve the right to make changes to our products and services that serve technical progress, provided that the changes do not significantly impair the functionality agreed upon with the Customer.
2.3. Documentation, specifications, and product descriptions provided by REBOTNIX are approximate unless expressly designated as binding. They do not constitute a guarantee of quality or durability unless explicitly agreed in writing.
3.1. Presentations of products and services on our website, in catalogs, or in other materials do not constitute a binding offer. They are an invitation for the Customer to submit an order.
3.2. A contract is formed upon our written order confirmation or, at the latest, upon delivery of the goods or commencement of the services.
3.3. The Customer shall verify the order confirmation for accuracy upon receipt and notify us of any discrepancies without undue delay.
3.4. We reserve the right to accept or reject orders at our discretion. An order is binding for the Customer for a period of 14 days from submission unless otherwise agreed.
4.1. All prices are quoted in Euros and are net prices, exclusive of the applicable statutory value-added tax (VAT), which will be shown separately on the invoice.
4.2. Unless otherwise agreed in writing, invoices are due for payment within 30 days of the invoice date, without deduction.
4.3. In the event of late payment, we are entitled to charge default interest at a rate of 9 percentage points above the base interest rate of the European Central Bank (§ 288 Abs. 2 BGB), without prejudice to our right to claim further damages.
4.4. The Customer may only offset claims that are undisputed or have been established by final court judgment. Rights of retention may only be exercised insofar as they are based on the same contractual relationship.
4.5. For custom development projects or large orders, we may require advance payment or milestone-based payments as specified in the respective order confirmation.
5.1. Delivery dates and deadlines are approximate unless expressly confirmed as binding in writing. Delivery is EXW (Ex Works, Incoterms 2020) from our premises unless otherwise agreed.
5.2. We shall not be liable for delays in delivery caused by force majeure or events beyond our reasonable control, including but not limited to supply chain disruptions, natural disasters, pandemics, or governmental actions.
5.3. Partial deliveries are permitted insofar as they are reasonable for the Customer.
6.1. The Customer shall inspect delivered goods without undue delay and notify us of any visible defects within 7 business days of receipt. Hidden defects must be reported within 7 business days of discovery.
6.2. In case of a justified warranty claim, we shall, at our discretion, either repair or replace the defective product (subsequent performance). If subsequent performance fails, the Customer may reduce the purchase price or withdraw from the contract.
6.3. The warranty period for hardware products is 12 months from delivery. For software, warranty covers material deviations from the agreed specifications for a period of 12 months from acceptance.
6.4. Warranty claims are excluded for defects arising from improper use, unauthorized modifications, third-party interference, or failure to follow our product documentation.
7.1. We shall be liable without limitation for damages arising from intentional misconduct or gross negligence, as well as for damages resulting from injury to life, body, or health.
7.2. In cases of slight negligence, we shall only be liable for breach of material contractual obligations (cardinal obligations). In such cases, liability is limited to the foreseeable, typically occurring damage at the time of contract formation.
7.3. Our total liability for all claims arising from or related to a contract shall not exceed the total contract value of the respective order.
7.4. The above limitations do not apply to claims under the German Product Liability Act (Produkthaftungsgesetz) or to the extent otherwise prohibited by mandatory law.
7.5. Any claims for damages shall become time-barred 12 months after the statutory limitation period begins, unless the claim relates to intentional conduct.
8.1. All intellectual property rights in our products, software, documentation, and materials remain with REBOTNIX or our licensors unless expressly transferred in writing.
8.2. The Customer is granted a non-exclusive, non-transferable right to use delivered software in accordance with the agreed scope. Source code is not provided unless explicitly agreed.
9.1. Both parties undertake to treat as confidential all information received from the other party that is designated as confidential or is recognizably confidential by its nature. This obligation shall survive the termination of the contract for a period of 3 years.
10.1. We process personal data in accordance with the applicable data protection regulations, in particular the EU General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).
10.2. For detailed information on how we handle personal data, please refer to our Privacy Policy.
10.3. If the performance of the contract requires the processing of personal data on behalf of the Customer, the parties shall enter into a separate Data Processing Agreement (DPA) in accordance with Art. 28 GDPR.
11.1. These Terms and all contracts between REBOTNIX and the Customer shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
11.2. The exclusive place of jurisdiction for all disputes arising from or in connection with these Terms is Dortmund, Germany, provided the Customer is a merchant (Kaufmann), a legal entity under public law, or a special fund under public law.
12.1. Should any provision of these Terms be or become invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that comes closest to the economic purpose of the invalid provision.