General Terms and Conditions of Gebr. Rettberg GmbH - Göttingen

 

The following conditions apply to all offers and contracts of Gebr. Rettberg GmbH for deliveries and services. By accepting these conditions without objection, they are expressly approved. Deviating

General Terms and Conditions of the customer are hereby expressly rejected. They shall not become part of the contract even if they are not expressly rejected in individual cases.

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Conclusion of Contract / Offer All offers from Gebr. Rettberg GmbH are subject to change. Orders are only binding for Gebr. Rettberg GmbH if Gebr. Rettberg GmbH confirms them or fulfills them by delivering the goods. Changes and oral agreements only become effective when Gebr. Rettberg GmbH confirms them in writing. Offers from Gebr. Rettberg GmbH that do not contain an acceptance period may be revoked by Gebr. Rettberg GmbH if the customer's written acceptance is not received by Gebr. Rettberg GmbH within 3 weeks of the offer date. The documents belonging to the offer/contract as well as catalog and brochure information such as illustrations, drawings and dimensions are only approximately authoritative and are understood with the usual tolerances (e.g. of the glass tubes and hollow bodies used for production). Drawings and illustrations remain the property of Gebr. Rettberg GmbH. Gebr. Rettberg GmbH reserves the right to make changes to the products in the course of further development without prior notice, provided this is reasonable for the customer.

 

Price / Shipping / Packaging / Scope of Delivery / Delivery Quantity All prices are in euros, EXW (Incoterms 2020), plus statutory domestic VAT or comparable foreign tax and packaging costs. Customers within the EU are obliged to provide their VAT identification number. Gebr. Rettberg GmbH selects the packaging for the delivery items and charges the customer for the packaging. If the customer requests shipment, this is done at the customer's expense and risk. The customer assumes responsibility for disposal of the packaging unless Gebr. Rettberg GmbH reclaims the packaging. Delivered equipment and tools are assembled by the customer. Deviations in the delivery quantity of up to 10% (more or less) compared to the order cannot be ruled out due to production and must be accepted by the customer.

 

Delivery Period / Force Majeure The stated delivery periods are non-binding due to the dangers and special characteristics of glass processing. They begin upon receipt of all documents and any components to be provided by the customer, or upon final technical clarification, and end with the dispatch of the delivery for shipment. Compliance with the delivery period presupposes fulfillment of the customer's contractual obligations, including those from previous transactions independent of the current order. The delivery period is extended appropriately in the event of measures within the framework of industrial disputes, in particular strikes and lockouts, as well as in the event of unforeseen obstacles beyond the control of Gebr. Rettberg GmbH, e.g. operational disruptions, delays in the delivery of essential materials, insofar as such obstacles demonstrably have a significant influence on the completion or delivery of the delivery item. This also applies if the circumstances occur with subcontractors of Gebr. Rettberg GmbH. The aforementioned circumstances are not attributable to Gebr. Rettberg GmbH even if they arise during an already existing delay. Gebr. Rettberg GmbH will notify the customer of the beginning and end of such obstacles as soon as possible in important cases. Partial deliveries are permitted within the delivery periods specified by Gebr. Rettberg GmbH, provided this does not result in any disadvantages for the customer. If Gebr. Rettberg GmbH has exceptionally undertaken an installation obligation, deadlines promised by Gebr. Rettberg GmbH only have to be met if the delivery items to be installed are provided by the customer in good time. Should Gebr. Rettberg GmbH culpably exceed an agreed delivery period, delivery delay is only given after setting a grace period of 4 weeks. After this 4-week period has expired without result, the customer may withdraw from the contract. In the event of delivery delay, except in cases of intent or gross negligence, Gebr. Rettberg GmbH's liability for damage caused by delay is excluded.

 

Payment / Due Date / Payment Security / Payment Default Payment is made before delivery. Other payment terms and cash discounts may be agreed upon in individual cases. Payment default begins upon due date. From the due date, every amount owed is subject to interest at 9% above the base rate of the European Central Bank. The assertion of further damages is not excluded. If partial payment is agreed and the customer defaults on one installment, the remaining amount is immediately due. If doubts arise about the customer's ability to pay, Gebr. Rettberg GmbH is entitled to demand, at its discretion, either cash payment before delivery, payment before production or comparable security deposits or to withdraw from the contract.

 

Confidentiality The customer must keep confidential information of Gebr. Rettberg GmbH (e.g. drawings, product developments, intellectual property) secret and in particular not pass it on to third parties.

 

Cancellation Costs If the customer withdraws from an order without justification, Gebr. Rettberg GmbH may, without prejudice to the possibility of asserting a higher actual damage, demand 15% of the sales price, but at least €15, for the costs incurred in processing the order and for lost profit. The customer reserves the right to prove lesser damage. This does not involve Gebr. Rettberg GmbH waiving claims provided for by law.

 

Warranty The customer may only rely on property guarantees if Gebr. Rettberg GmbH has expressly and in writing given them to him. The customer must check the goods for defects immediately upon receipt within the scope of commercial due diligence and, if applicable, complain about existing defects immediately in writing. In the case of hidden defects, a written complaint must be made immediately after discovery. Gebr. Rettberg GmbH is only liable for defects that demonstrably already existed when the goods were dispatched. Gebr. Rettberg GmbH is basically liable for defects for a period of one year. Third-party products that are resold by Gebr. Rettberg GmbH without its own processing are excluded. The related claims of Gebr. Rettberg GmbH against the third-party manufacturer are assigned to the customer. If there is a defect that has been complained about in the correct form and within the deadline, Gebr. Rettberg GmbH is entitled to choose between replacement or substitute performance and defect removal through repair, improvement or rectification within the framework of subsequent performance. This liability does not extend to normal wear and tear. Gebr. Rettberg GmbH does not assume any warranty for custom-made products according to customer specifications. If there is a legal defect, Gebr. Rettberg GmbH is entitled to modify the delivery item in a manner reasonable for the customer in order to eliminate the legal defect. The customer only has claims for damages instead of performance if there is an intentional or grossly negligent breach of duty by Gebr. Rettberg GmbH. If modification is not possible under economically reasonable conditions or within a reasonable period in the case of a legal defect, both the customer and Gebr. Rettberg GmbH are entitled to withdraw from the contract. Insofar as Gebr. Rettberg GmbH assumes a durability guarantee, the customer must prove that the material defect existed when the risk passed, unless this is unreasonable for the customer in individual cases. Otherwise, the provisions mentioned under "Liability" also apply to the warranty. Insofar as a defect has been fraudulently concealed or a guarantee for the quality has been assumed by Gebr. Rettberg GmbH, Gebr. Rettberg GmbH is liable without limitation.

 

Liability In the event of intent, gross negligence on the part of legal representatives or executives and in the event of culpable breach of essential contractual obligations by these or other employees, Gebr. Rettberg GmbH is liable in accordance with statutory provisions. Gebr. Rettberg GmbH is not liable for the breach of non-essential contractual obligations by other employees. Gebr. Rettberg GmbH is not liable for atypical and therefore hardly foreseeable damages. The Product Liability Act applies without restriction to claims under the Product Liability Act. Claims for damages arising from positive breach of contract and consequential damages, in particular damages arising from the goods supplied by Gebr. Rettberg GmbH to the customer or third parties through storage, transport, processing or further processing and resale, are excluded. Claims for damages arising from tort only exist in the case of intentional or grossly negligent causation. This also applies to acts by vicarious agents of Gebr. Rettberg GmbH. Gebr. Rettberg GmbH is liable within the framework of statutory provisions in the event of culpable injury to life, body and health. When commissioning, the customer must satisfy himself of the perfect condition of the goods. The customer is responsible for the professional and proper use of the goods. If fault is a prerequisite for a customer's claim, the customer bears the burden of proof, unless the law provides otherwise and the burden of proof is also unreasonable for the customer. Gebr. Rettberg GmbH can only carry out repairs sent in on devices of its own manufacture. Gebr. Rettberg GmbH will carry out repairs with the greatest care. However, due to the special properties of glass as a material, Gebr. Rettberg GmbH excludes assuming a guarantee for the success of the repair. Such repair is expressly carried out at the sender's risk. Gebr. Rettberg GmbH assumes no liability or obligation to replace damage or loss of the subject of repair. The customer is liable for culpable injury to life, body and health of Gebr. Rettberg GmbH employees and for damage to Gebr. Rettberg GmbH's buildings and facilities from the processing of repairs (e.g. due to contamination or improperly packaged broken glass parts).

 

Retention of Title Gebr. Rettberg GmbH reserves ownership of all delivery items until the complete payment has been received irrevocably and is entitled to withdraw from the contract if the customer is in default with payment. The retention of title also extends to claims that Gebr. Rettberg GmbH subsequently acquires against the customer in connection with the delivery items. If Gebr. Rettberg GmbH has other claims against the customer from other legal transactions, the retention of title exists until these claims are also settled. The customer is entitled to resell the delivery items in the ordinary course of business; he hereby assigns all claims from the resale of the delivery items to third parties in the amount of the purchase price agreed between Gebr. Rettberg GmbH and the customer (including statutory domestic VAT or comparable foreign tax) to Gebr. Rettberg GmbH, regardless of whether the resale takes place before or after processing of the goods subject to retention of title. The customer is authorized to collect the claims from the third party as long as he fulfills his payment obligations to Gebr. Rettberg GmbH and insolvency proceedings have not been opened over his assets. The authority of Gebr. Rettberg GmbH to collect the claim itself remains unaffected. However, Gebr. Rettberg GmbH undertakes not to collect the claims as long as the customer properly fulfills his payment obligations, is not in default with payment and insolvency proceedings have not been opened over his assets. If this is the case, however, Gebr. Rettberg GmbH may demand that the customer disclose the assigned claim and its debtor, provide all information required for collection, hand over the associated documents and notify the debtors (third parties) of the assignment. Processing and treatment are carried out for Gebr. Rettberg GmbH. In the event of connection, mixing or blending with other goods not belonging to Gebr. Rettberg GmbH, Gebr. Rettberg GmbH acquires co-ownership of the new item according to the ratio of the value of the goods supplied by Gebr. Rettberg GmbH to that of the other goods at the time of connection, mixing or blending. Gebr. Rettberg GmbH undertakes to release the securities to which it is entitled at the customer's request insofar as their value exceeds the claim to be secured by more than 20%. The customer may not pledge the delivery items or transfer them as security. In the event of third-party access, in particular in the event of seizure, the customer must notify Gebr. Rettberg GmbH immediately in writing and immediately point out to the third party that Gebr. Rettberg GmbH has retention of title. The customer bears all costs that must be incurred to lift the access or retrieve the goods or delivery items. The customer has the obligation to keep the goods or delivery items in proper condition during the retention of title and as long as the customer has not yet resold them in the ordinary course of business and to have all maintenance work provided for by Gebr. Rettberg GmbH and necessary repairs carried out immediately by Gebr. Rettberg GmbH or by a company recognized by Gebr. Rettberg GmbH for the care of the goods or delivery items. In addition, the customer must mark the goods or delivery items as property of Gebr. Rettberg GmbH as long as he has not yet resold them in the ordinary course of business and transferred possession.

 

Obligation to Cooperate with Advice, Use and Processing Instructions Gebr. Rettberg GmbH requests express notification if the customer bases his own behavior on advisory and application-technical instructions whose effects are not obviously recognizable to Gebr. Rettberg GmbH. The information provided by Gebr. Rettberg GmbH or its employees on processing and application possibilities of products, technical advice and other information is given to the best of our knowledge, but is non-binding and is given to the exclusion of any liability.

 

Foreign Trade Regulations Gebr. Rettberg GmbH is responsible for compliance with German regulations insofar as products manufactured in Germany are exported. Compliance with and implementation of the relevant foreign trade regulations (e.g. import licenses, foreign exchange transfer permits, etc.) and other laws applicable outside the Federal Republic of Germany fall exclusively within the customer's area of responsibility.

 

Export Regulations The buyer undertakes to comply with the valid export regulations of Germany, as well as EU and US export regulations when exporting goods. This applies in particular to goods of American origin. The buyer must comply with these regulations even if his court seat and/or the delivered goods are located outside the spatial scope of the aforementioned export regulations.

Protective Rights For the products, constructions, forms, product developments, samples, services, illustrations and other documents provided by Gebr. Rettberg GmbH (in particular insofar as they contain intellectual property of Gebr. Rettberg GmbH), Gebr. Rettberg GmbH reserves all industrial property and copyrights. Offers, illustrations, including in schematic form, and all information serving product design may not be reproduced or passed on to third parties without the express consent of Gebr. Rettberg GmbH. Upon request, all documents must be returned to Gebr. Rettberg GmbH. The customer is responsible for ensuring that, due to his instructions and specifications regarding forms, colors, designs, special features, etc. of goods (in particular apparatus to be manufactured), third-party protective rights are not infringed. The customer will indemnify Gebr. Rettberg GmbH against all third-party claims for infringement of the aforementioned industrial property rights, including all judicial and extrajudicial costs, and support them in any legal dispute if requested.

 

Limitation Period All claims of the customer – for whatever legal reasons – become statute-barred in one year. The statutory periods apply to intentional or fraudulent behavior and to claims under the Product Liability Act.

 

Software Insofar as software is included in the scope of delivery, the customer is granted a non-exclusive right to use the supplied software including its documentation. It is provided for use on the delivery item intended for this purpose. Use on more than one system is prohibited. The customer may only reproduce, edit, translate or convert the software from object code to source code to the extent permitted by law (§§ 69 a ff. UrhG). The customer undertakes not to remove manufacturer information, in particular copyright notices, or to change them without the prior express consent of Gebr. Rettberg GmbH. All other rights to the software and documentation, including copies, remain with Gebr. Rettberg GmbH or the software supplier. The granting of sublicenses is not permitted.

 

Place of Performance, Jurisdiction and Applicable Law The business relationship is governed exclusively by the law of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply. The place of performance for all deliveries and services as well as the place of jurisdiction is Göttingen. In addition, Gebr. Rettberg GmbH is entitled to assert its own claims at the customer's place of jurisdiction at its discretion. The customer is not permitted to file a counterclaim before courts other than the court of action or to set off his claim against the action claim before courts other than the court of action.

Severability Clause Should a provision be or become invalid, the validity of the other provisions shall remain unaffected.

 

Language These General Terms and Conditions for Deliveries and Services of Gebr. Rettberg GmbH are written in German. All documents (e.g. order confirmations, delivery papers, invoices, payment transactions, etc.) are also written in German. In case of doubt, the German text is authoritative.