Terms of service

General Terms and Conditions of Gebr. Rettberg GmbH – Göttingen

The following terms and conditions shall apply to all offers and contracts of Gebr. Rettberg GmbH concerning deliveries and services. By accepting these terms and conditions without objection, the customer expressly approves them. Any differing general terms and conditions of the customer are hereby expressly rejected in advance. They shall not become part of the contract even if no express objection is raised in an individual case.

Conclusion of Contract / Offer
All offers made by Gebr. Rettberg GmbH are non-binding. Orders shall only be binding on Gebr. Rettberg GmbH insofar as Gebr. Rettberg GmbH confirms them or fulfills them by delivering the goods. Amendments and oral agreements shall only become effective once confirmed in writing by Gebr. Rettberg GmbH. Offers of Gebr. Rettberg GmbH that do not contain an acceptance period may be revoked by Gebr. Rettberg GmbH unless the customer’s written acceptance is received by Gebr. Rettberg GmbH within 3 weeks from the date of the offer. The documents belonging to the offer / contract as well as catalogue and brochure details such as illustrations, drawings and dimensions are only approximate and are subject to customary tolerances (e.g. those resulting from the glass tubes and hollow bodies used in production). Drawings and illustrations remain the property of Gebr. Rettberg GmbH.
Gebr. Rettberg GmbH reserves the right to make changes to its products in the course of further development without prior notice, provided this is reasonable for the customer.
Technical modifications, design changes, material substitutions and changes to product specifications remain reserved insofar as they become necessary due to technical developments, changes in legal requirements, improvements in manufacturing processes or the availability of materials and do not materially impair the agreed functionality or suitability for the intended purpose.
In the case of custom-made products and customer-specific designs, deviations resulting from manufacturing processes shall be permissible provided they are reasonable for the customer and do not impair the contractually intended use.

Price / Shipment / Packaging / Scope of Delivery / Delivery Quantity
All prices are stated in euros, EXW (Incoterms® 2020), plus applicable domestic VAT or comparable foreign taxes and packaging costs. Customers within the EU are obliged to provide their VAT identification number. Gebr. Rettberg GmbH shall choose the packaging for the delivery items and charge the packaging to the customer. If the customer requests shipment, this shall be effected at the customer’s expense and risk. The customer shall be responsible for disposal of the packaging unless Gebr. Rettberg GmbH requests its return. Delivered devices and auxiliary equipment shall be assembled by the customer. Deviations in the delivery quantity of up to 10% (over- or under-delivery) compared to the order cannot be ruled out for production reasons and must be accepted by the customer.

Delivery Period / Force Majeure
The stated delivery periods are non-binding due to the risks and special characteristics of glass processing. They begin upon receipt of all documents and, where applicable, components to be provided by the customer, or upon final technical clarification, and end when the delivery is handed over for shipment. Compliance with the delivery period requires fulfillment of the customer’s contractual obligations, including those arising from previous legal transactions unrelated to the current order. The delivery period shall be extended appropriately in the event of measures taken in connection with labor 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 or delays in the delivery of essential materials, insofar as such obstacles demonstrably have a substantial effect on the completion or delivery of the delivery item. This shall also apply if such circumstances occur at suppliers of Gebr. Rettberg GmbH. The aforementioned circumstances shall not be attributable to Gebr. Rettberg GmbH even if they arise during an existing delay. In important cases, Gebr. Rettberg GmbH shall inform the customer as soon as possible of the beginning and end of such obstacles. Partial deliveries shall be permissible within the delivery periods specified by Gebr. Rettberg GmbH insofar as this does not result in any disadvantages in use for the customer. If, by way of exception, Gebr. Rettberg GmbH has undertaken an installation obligation, dates promised by Gebr. Rettberg GmbH shall only be binding if the delivery items to be installed are provided in due time by the customer. If Gebr. Rettberg GmbH culpably exceeds an agreed delivery period, delay in delivery shall only exist after the setting of a grace period of 4 weeks. After expiry of this 4-week grace period without result, the customer may withdraw from the contract. In the event of delay in delivery, except in cases of intent or gross negligence, liability of Gebr. Rettberg GmbH for damage caused by delay shall be excluded.

Payment / Due Date / Security for Payment / Default in Payment
Payment shall be made prior to delivery. Other payment terms and cash discount deductions may be agreed in individual cases. Default in payment shall commence upon due date. From the due date, each amount owed shall bear interest at 9% above the base interest rate of the European Central Bank. The assertion of further damages shall not be excluded. If installment payment has been agreed and the customer defaults on one installment, the remaining amount shall become due immediately. If doubts arise as to the customer’s solvency, Gebr. Rettberg GmbH shall be entitled, at its option, either to require cash payment prior to delivery, payment prior to production or comparable security, or to withdraw from the contract.

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

Cancellation Costs
If the customer unjustifiably withdraws from an order placed, Gebr. Rettberg GmbH may, without prejudice to the possibility of claiming higher actual damages, demand 15% of the sales price, but at least €15.00, for the costs incurred in processing the order and for lost profit. The customer reserves the right to prove lower damage. This shall not constitute a waiver by Gebr. Rettberg GmbH of any claims provided for by law.

Warranty
The customer may only rely on assurances of characteristics if Gebr. Rettberg GmbH has expressly given them to the customer in writing. The customer shall inspect the goods immediately upon receipt with due commercial care for defects and, if applicable, notify any existing defects in writing without undue delay. Hidden defects must be notified in writing without undue delay after discovery. Gebr. Rettberg GmbH shall only be liable for defects that can be proven to have already existed at the time of dispatch of the goods. As a rule, Gebr. Rettberg GmbH shall be liable for defects for a period of one year. Excluded from this are third-party products resold by Gebr. Rettberg GmbH without its own processing. In this respect, the claims of Gebr. Rettberg GmbH against the third-party manufacturer shall be assigned to the customer. If a defect has been notified in due form and time, Gebr. Rettberg GmbH shall be entitled, within the framework of subsequent performance, to choose between replacement or substitute delivery and remedying the defect by repair, reworking or restoration. This liability shall not extend to normal wear and tear. Gebr. Rettberg GmbH assumes no warranty whatsoever for custom-made products manufactured according to the customer’s specifications. If there is a defect in title, Gebr. Rettberg GmbH shall be entitled to modify the delivery item in a manner reasonable for the customer in order to remedy the defect in title. The customer shall only be entitled to claims for damages in lieu of performance insofar as Gebr. Rettberg GmbH has intentionally or with gross negligence breached a duty. If, in the case of a defect in title, modification is not possible under economically reasonable conditions or within a reasonable period, both the customer and Gebr. Rettberg GmbH shall be entitled to withdraw from the contract. Insofar as Gebr. Rettberg GmbH assumes a durability guarantee, the customer shall bear the burden of proving that the material defect existed at the time of transfer of risk, unless this is unreasonable for the customer in the individual case.
In all other respects, the provisions under “Liability” shall also apply to 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 shall be liable without limitation.

Intended Use
The products, apparatus, devices, glassware and other items supplied by Gebr. Rettberg GmbH are intended exclusively for professional use in companies, laboratories, research institutions, universities, public authorities and comparable organizations.
Prior to commissioning, the customer shall independently verify that the delivered products are suitable for their intended purpose and comply with all legal, regulatory, safety-related and operational requirements applicable at the place of use.
Compliance with all applicable regulations, in particular those relating to occupational safety, hazardous substances, environmental protection and operational safety, shall be the sole responsibility of the customer.
Gebr. Rettberg GmbH shall not be liable for damages resulting from improper use, incorrect installation, operation, storage, maintenance, modification or further processing of the delivered products, unless mandatory statutory liability provisions provide otherwise.

Liability
In cases of intent, gross negligence by legal representatives or senior employees, and culpable breach of essential contractual obligations by these or other employees, Gebr. Rettberg GmbH shall be liable in accordance with the statutory provisions. Gebr. Rettberg GmbH shall not be liable for breach of non-essential contractual obligations by other employees. Gebr. Rettberg GmbH shall not be liable for atypical contractual damages that are therefore hardly foreseeable. Claims for damages arising from positive breach of contract and consequential damages, in particular such damages caused by the goods delivered by Gebr. Rettberg GmbH at the customer’s or third parties’ premises through storage, transport, processing, further processing or resale, shall be excluded. Claims for damages arising from tort shall exist only in the event of intentional or grossly negligent causation. This shall also apply to acts of vicarious agents of Gebr. Rettberg GmbH. Gebr. Rettberg GmbH shall be liable within the framework of the statutory provisions for culpable injury to life, body and health. Upon commissioning, the customer shall satisfy itself of the proper condition of the goods. The customer alone shall be responsible for the proper and appropriate use of the goods. If fault is a prerequisite for a claim by the customer, the burden of proof shall lie with the customer, unless the law provides otherwise and such burden of proof is unreasonable for the customer. Gebr. Rettberg GmbH can only carry out repairs sent in on devices of its own manufacture. Gebr. Rettberg GmbH shall perform repairs with the utmost care. However, due to the characteristics of the material glass, Gebr. Rettberg GmbH excludes any guarantee for the success of the repair. Such repair shall expressly be carried out at the sender’s risk. Gebr. Rettberg GmbH shall bear no liability and no obligation to provide compensation for damage to or destruction of the item submitted for repair. Liability for culpable injury to life, body and health of employees of Gebr. Rettberg GmbH and for damage to buildings and facilities of Gebr. Rettberg GmbH arising from the processing of repairs (e.g. due to contamination or improperly packaged broken glass) shall lie with the customer.

Retention of Title
Gebr. Rettberg GmbH retains title to all delivery items until irrevocable receipt of full payment and shall be entitled to withdraw from the contract if the customer defaults on payment. The retention of title shall also extend to claims that Gebr. Rettberg GmbH subsequently acquires against the customer in connection with the delivery items. If Gebr. Rettberg GmbH has further claims against the customer arising from other legal transactions, the retention of title shall remain in force until these claims have also been settled. The customer shall be entitled to resell the delivery items in the ordinary course of business; the customer hereby assigns to Gebr. Rettberg GmbH all claims arising 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 applicable domestic VAT or comparable foreign tax), irrespective of whether the resale takes place before or after processing of the reserved goods. The customer shall be authorized to collect the claims against the third party as long as the customer complies with its payment obligations towards Gebr. Rettberg GmbH and no insolvency proceedings have been opened over its assets. The authority of Gebr. Rettberg GmbH to collect the claim itself shall remain unaffected. However, Gebr. Rettberg GmbH undertakes not to collect the claims as long as the customer duly complies with its payment obligations, is not in default of payment, and no insolvency proceedings have been opened over its assets. If this is the case, however, Gebr. Rettberg GmbH may demand that the customer disclose the assigned claim and its debtors, provide all information necessary for collection, hand over the relevant documents, and notify debtors (third parties) of the assignment. Processing and treatment shall be carried out for Gebr. Rettberg GmbH.
If the goods are combined, mixed or blended with other goods not belonging to Gebr. Rettberg GmbH, Gebr. Rettberg GmbH shall acquire co-ownership of the new item in the proportion of the value of the goods delivered by Gebr. Rettberg GmbH to the value of the other goods at the time of combination, 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 neither pledge the delivery items nor assign them by way of security. In the event of third-party access, in particular attachment, the customer must notify Gebr. Rettberg GmbH immediately in writing and immediately inform the third party of Gebr. Rettberg GmbH’s retention of title. The customer shall bear all costs incurred for lifting the attachment or recovering the goods or delivery items. The customer shall be obliged to keep the goods or delivery items in proper condition during the period of retention of title and, as long as the customer has not yet resold them in the ordinary course of business, to have all maintenance work provided for by Gebr. Rettberg GmbH and all necessary repairs carried out without delay by Gebr. Rettberg GmbH or by a company recognized by Gebr. Rettberg GmbH for servicing the goods or delivery items. In addition, as long as the customer has not yet resold the goods or delivery items in the ordinary course of business and transferred possession, the customer must mark them as the property of Gebr. Rettberg GmbH.

Duty to Cooperate in the Case of Advisory, Usage and Processing Instructions
Gebr. Rettberg GmbH requests express notice if the customer aligns its own conduct with technical advice and application instructions whose effects are not obviously recognizable to Gebr. Rettberg GmbH. Information provided by Gebr. Rettberg GmbH or its employees regarding processing and application possibilities of products, technical advice and other statements is given to the best of its knowledge, but is non-binding and provided to the exclusion of any liability.

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

Export Regulations
The buyer undertakes to comply with the applicable export regulations of Germany, the EU and US export control regulations when exporting goods. This applies in particular to goods of American origin. The buyer must comply with these provisions even if its place of jurisdiction and/or the delivered goods are outside the territorial scope of the aforementioned export regulations.

Sanctions Lists / Embargo
Gebr. Rettberg GmbH is legally obliged to comply with the sanctions lists and embargo regulations published by the European Union, the Federal Republic of Germany and other competent authorities. Offers, orders and deliveries are therefore subject to the express proviso that their execution is not prevented by any national or international foreign trade regulations, in particular embargoes or other sanctions.
Gebr. Rettberg GmbH shall be entitled to reject offers and to terminate existing contracts with immediate effect if the customer, its beneficial owners, subsidiaries, shareholders or business partners are listed on relevant sanctions lists (in particular the EU sanctions list, the US SDN list of OFAC or comparable national or international lists) or if there is a sufficiently justified suspicion of such listing. In such cases, mutual claims for damages shall be excluded.
The customer warrants that neither the customer itself nor any third parties involved in the transaction (in particular end customers, intermediaries or carriers) are listed on such sanctions lists. The customer undertakes to inform Gebr. Rettberg GmbH without undue delay if this changes or if any indications of such listing become known. Upon request, the customer shall provide the information and documents required to carry out a sanctions screening.
Gebr. Rettberg GmbH shall be entitled to request information from the customer regarding the end user, intended end use and destination country of the delivered goods. The customer undertakes to provide such information truthfully and completely and, upon request, to submit end-user certificates or other appropriate supporting documentation.
If the customer refuses to cooperate or if there are justified doubts regarding the legality of the delivery, Gebr. Rettberg GmbH shall be entitled to suspend performance of the order or withdraw from the contract.

Industrial Property Rights
Gebr. Rettberg GmbH reserves all industrial property rights and copyrights in respect of the products, constructions, shapes, 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). Offers, illustrations, including schematic illustrations, and all information serving the design of products may not be reproduced or passed on to third parties without the express consent of Gebr. Rettberg GmbH. All documents must be returned to Gebr. Rettberg GmbH upon request.
The customer is responsible for ensuring that no third-party industrial property rights are infringed as a result of its instructions and specifications regarding shapes, colors, designs, special features, etc. of goods (in particular apparatus to be manufactured). The customer shall indemnify Gebr. Rettberg GmbH against all third-party claims arising from infringement of the aforementioned industrial property rights, including all court and out-of-court costs, and upon request support Gebr. Rettberg GmbH in any legal dispute.

Limitation Period
All claims of the customer – on whatever legal grounds – shall become time-barred after one year. The statutory limitation periods shall apply in cases of intentional or fraudulent conduct and for 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 delivered software, including its documentation. It is provided for use on the designated delivery item. Use on more than one system is prohibited. The customer may reproduce, revise, translate or convert the object code into source code only to the extent permitted by law (§§ 69 a et seq. German Copyright Act). The customer undertakes not to remove or alter manufacturer information, in particular copyright notices, without the prior express consent of Gebr. Rettberg GmbH. All other rights to the software and the documentation, including copies, shall remain with Gebr. Rettberg GmbH or the software supplier. The granting of sublicences is not permitted.

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

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

Language
These General Terms and Conditions for deliveries and services of Gebr. Rettberg GmbH are drafted in the German language. All documents (e.g. order confirmations, delivery papers, invoices, payment transactions, etc.) are also drafted in German. In case of doubt, the German text shall prevail.