General terms and conditions for GEZE companies supplies and services

The following terms and conditions apply exclusively to legal transactions that do not involve end users:

1. Contract Conclusion

1.1 All contracts agreed with GEZE are concluded exclusively on the basis of the following terms conditions. Any different purchasing conditions on the part of the ordering party apply only with our written consent. Our quotations are always non-binding. A contract is entered into only with our written confirmation or on delivery. GEZE is not required to object explicitly to contractual forms or terms and conditions of
contracting partners, even if these general terms and conditions state that their validity is an express condition of the business transaction.
1.2 These general terms and conditions apply to this business transaction, as well as to all future business.

2. Prices and Terms of Payment

2.1 Our prices are ex-works including loading, but exclude packing, transport and insurance costs.
2.2 GEZE has the right to demand strictly net payment in advance. Invoices must otherwise be paid in full within 14 days of the invoice date.
2.3 Cheques are valid only when they have been cashed or have cleared, and are accepted only in relation to goods or services supplied. Bills of exchange are not accepted.
2.4 If there is a substantial deterioration in the financial circumstances of the ordering party, or if this is suspected by GEZE following conclusion of the contract, GEZE is entitled to demand advance payments or securities and refuse fulfilment until this demand has been satisfied. If the ordering party refuses, GEZE is entitled to withdraw from the contract and to demand compensation for damage due to non-fulfilment.
2.5 Prices are charged directly between the ordering party and GEZE. GEZE GmbH has assigned any other claims arising from additional work during commissioning by GEZE Service, in particular additional expenses due to missing advance payments and supplements, to GEZE Service GmbH, which has expressly accepted this assignment. The ordering party
is aware of said assignment. The ordering party must raise any objections against assigned claims with GEZE Service GmbH as the executing company and holder of the claims.

3. Delivery Time, Delay in Delivery

3.1 Delivery dates are binding only by written agreement. Unless agreed otherwise in writing, the delivery time is the time of provision or of dispatch. In the event of a delay in delivery, the ordering party must grant extension of at least two weeks. If GEZE fails to deliver even after this time extension granted by the ordering party, the ordering party is entitled to withdraw from the contract.
3.2 Any claims for damage made by the ordering party are subject to the conditions stated in clause 6. GEZE reserves the right to prove lesser damage.

4. Retention of Title

4.1 The goods supplied remain the property of GEZE until complete settlement of all claims resulting from the business relationship with the ordering party, and in particular until all cheques submitted in payment have been cashed or have cleared. If the value of all security rights to which GEZE is entitled exceeds the amount of all secured demands by more than 10 % GEZE will, on the contracting partner’s request, release the corresponding portion of security rights; GEZE is entitled to choose between different security rights for the release.
4.2 Any processing or modification of our goods will always be on behalf of GEZE as the manufacturer, however without obligation to us. If the article supplied by GEZE is permanently connected or mixed with articles from other suppliers or with articles which are in the property of the ordering party, GEZE is given joint ownership of the new article in the proportion of the invoice value, plus any default interest or claims for damage, if applicable.
4.3 Provided our contracting partner is not in payment arrears, it may process and sell articles subject to the retention of title in the regular course of business. Pledges or transfers by way of security are inadmissible. The contracting partner must inform GEZE immediately of any pledges, confiscations and other orders or interferences by third parties. Claims against a third party resulting from the resale of goods subject to the retention of title are immediately passed to GEZE as a security by the buyer – in the event of resale subsequent to processing or mixture only proportionately.

5. Acceptance/Commissioning

5.1 If GEZE assembles the supplied products on the premises of the ordering party or the third party, these must be formally accepted before the ordering party or third party starts to use the item. If the item is commissioned without the agreement of GEZE or without prior formal acceptance, then the service is considered to have been accepted. The date for an acceptance must follow immediately after the parts or system supplied by GEZE have been assembled and, where possible, at the latest 14 days before they
are commissioned.
5.2 GEZE is entitled to demand that the ordering party carry out the acceptance for the services rendered at any time taking into account the 14-day period. This also applies if the ordering party or third party has not yet completed their work on the same construction project. If the ordering party refuses to meet the acceptance deadline requested by GEZE or refuses to prepare an acceptance record, then the work is considered to be accepted.
5.3 If commissioning is not possible due to on-site reasons, even though GEZE has provided the service in compliance with the contract, GEZE may claim any additional expenses from the ordering party.

6. Guarantee, Indemnity and Limitation of Liability

6.1 If goods that have been supplied by GEZE are defective, GEZE must, at its own discretion, offer either repair or replacement. If the repair or replacement is unsuccessful, the ordering party may withdraw from the contract or demand a reduction in the price, providing the defect is substantial.
If a written guarantee provided by GEZE proves to be inapplicable, the ordering party may claim compensation in place of the aforementioned rights, providing GEZE was responsible for the defect
6.2 In the case of obvious defects, GEZE must be notified in writing immediately, or within 10 calendar days at the latest, of defects with respect to type, quality and quantity. If the notification of a defect is justified and has been ascertained in time, the ordering party may assert the aforementioned rights.
6.3 GEZE will not accept any liability if the relevant assembly guidelines have not been followed or the guidelines of suppliers of products which are connected to our products are not followed. This applies equally when changes to the settings have been carried out by the ordering party or a third party without authorisation.
6.4 GEZE has unlimited liability for claims for damage as per the statutory provisions if a violation of duty on the part of GEZE is attributable to wilful or gross negligence. If a violation of duty which can be attributed to GEZE takes place due to simple negligence and if an essential
contractual obligation has been culpably breached, the damage claim liability shall be limited to the foreseeable damage typically occurring in similar cases. Essential contractual obligations include the respective major contractual obligations as well as other contractual (secondary) obligations, which, in the event
of culpable violation of duty, may endanger the attainment of the purpose of the contract. All further liability is excluded. However, full liability on the part of GEZE shall remain unaffected according to the provisions of the product liability law. Liability owing to injury caused to life, body and health shall also remain unaffected. Furthermore, full liability on the part of GEZE
shall remain completely in effect in the event of assumption of guarantees or wilful deception by GEZE.
6.5 If compensation liability for GEZE is excluded or restricted, this shall also apply with regard to the liability on the part of its employees, personnel, representatives and agents.
6.6 The guarantee period for the products supplied or services rendered by GEZE is 24 months. In the case of the supply of items, this period starts from the date of delivery, in the case of factory or building work, it starts from the date of acceptance. If automatic systems and safety technology products are not subject to regular annual maintenance carried out by GEZE within the scope of a service contract concluded with GEZE within three months from commissioning, the guarantee period for automatic systems and safety technology products is reduced to 12 months from commissioning. Twice-yearly maintenance is recommended for emergency exit doors. The guarantee period for any repairs is restricted to 12 months.

7. Technical Application Advice

7.1 Our technical application advice, both verbal and written, is intended only to provide the ordering party with a description of the optimal use of our products. It does not exempt the ordering party from its duty to ensure, by means of its own testing, the suitability of our products for the purpose for which it intends them. The ordering party must ensure that our verbal and written technical application
advice is passed on to the individuals who are ultimately responsible.
7.2 If the ordering party accuses GEZE of giving incorrect technical application advice, the ordering party must state this in writing immediately after establishing the possible breach. In this case, the provisions stated under clause VI take precedence. In any event, liability is restricted to the damage foreseeable at the moment of the contract conclusion, provided there is no wilful breach on the part of GEZE GEZE reserves the right to prove lesser damages.

8. No Right of Representation for Fitters

Our fitters or other individuals commissioned by us to carry out the installation are not authorised to accept notices of defect or to provide binding statements with effect for and against GEZE. Neither are they authorised to accept verbal orders or carry out contractual changes or supplements. Our fitters are not permitted to accept payments on behalf of GEZE, unless they are duly authorised in writing.

9. Documents

Figures, drawings and other documents handed over to customers by GEZE shall remain the property of GEZE. All copyrights shall continue to apply indefinitely.

10. Place of Performance, Applicable Law and Place of Jurisdiction

10.1 The place of delivery for our goods and services is the respective place of dispatch of the goods, and the place of payment for the ordering party is the head office of GEZE in Leonberg
10.2 This contract is governed by the laws of Germany. If the head office of the ordering party is based abroad and if the delivery is to a country other than Germany, the UN Convention on Contracts for the International Sale of Goods (CISG) dated 11/04/1980 applies, or German law where the CISG does not contain the appropriate regulations.
10.3 If the contractual parties are businessmen, legal persons of public law or owners of special assets as per public law, either the district court of Leonberg or the regional court of Stuttgart has sole jurisdiction over any dispute with GEZE brought by the ordering party on the grounds of this contractual relationship, depending on the value of the claim. In such cases, GEZE may also elect to start proceedings at the ordering party’s domicile.

11. Other

Should any regulation in these general terms and conditions for supplies and services become null and void or be incomplete, it shall have no bearing on the effectiveness of the remaining regulations.

GEZE GmbH: Registration Court at the District Court of Stuttgart HRB 250329
GEZE Service GmbH: Registration Court at the District Court of Stuttgart HRB 252569

Version: 01.05.2017