General Terms and Conditions

for Supplies and Services from GEZE Companies

I.   Contract Conclusion

All contracts with GEZE are concluded exclusively on the basis of the following conditions. Any deviating purchasing conditions of the ordering party only apply with our written consent. Our quotations are always subject to change. A contract only becomes effective with our written confirmation or by delivery. GEZE is not obligated to explicitly object to contractual forms or general terms and conditions of contracting partners, even if these general terms and conditions state that their validity is an express condition for the business transaction. GEZE exclusively concludes contracts based on the General Terms and Conditions of GEZE. These General Terms and Conditions apply to this business transaction, as well as for any future business transactions.

II.   Prices and Payment Terms

1.    Our prices are ex-works including loading, but exclude packing, transport and insurance costs.

2.    Bills of exchange and cheques are not valid until they have been cashed or until consistent credit entry. Bills of exchange and cheques are only accepted as conditional payment. Furthermore, bills of exchange are only accepted after written agreement providing they are eligible for discount. Discount and other exchange costs are borne by the ordering party from the date the invoice is due. Discount deduction is excluded for bill of exchange or cheque payments.

3.    If GEZE becomes aware of a substantial deterioration in the financial circumstances of the ordering party after conclusion of the contract – irrespective of when this has actually occurred – GEZE is entitled to demand advance payments or securities and refuse fulfilment until this demand has been fulfilled. The same applies if the ordering party has failed to fulfil other obligations after contract conclusion for whatever legal reason. If the ordering party refuses, GEZE is entitled to withdraw from the contract and to demand compensation for damages due to non-fulfilment.

III.   Delivery Time, Failure to Deliver

      Delivery dates are only binding with written agreement. Unless otherwise agreed upon in writing, the relevant time is the time of supply or dispatch. In the event of a delay in delivery, the ordering party must set an extension of at least 3 weeks. If GEZE does not deliver even after this time extension set by the ordering party, the ordering party is entitled to withdraw from the contract. Further claims by the ordering party are only valid if the failure by GEZE to deliver on time is at least due to gross negligence on the part of GEZE. In any case, liability is limited to the damages which can be predicted at the time of contract conclusion. GEZE reserves the right to prove lesser damages.

IV.   Retention of Title

1.    The goods supplied remain the property of GEZE until complete payment of all demands resulting from the business relationship with the ordering party have been made, and especially, until all cheques or bills of exchange delivered in payment have been cashed or until consent credit entry. If the value of all security rights which GEZE is entitled to exceed the amount of all secured demands by more than 10%, upon the contracting partner’s request GEZE will release the corresponding portion of security rights; GEZE is entitled to choose between the different security rights for the release.

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 articles supplied by GEZE are permanently connected or mixed with articles from other suppliers or with articles which are in the property of the ordering party, then GEZE is given joint ownership of the new article in the amount of the amount of the invoice, plus any default interest or claims for damages, if applicable.

3.    As long as our contracting partner is not in delay of payment, 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 immediately inform GEZE of any pledges, confiscations and other orders or interference by third parties. The demands by the buyer against a third party resulting from the resale of goods subject to the retention of title immediately pass (upon resale subsequent to processing or mixture only proportionately) to GEZE as security.

4.   The seizing of articles subject to the retention of title or its redemption due to the retention of title does not mean a withdrawal from the contract. The buyer shall bear all the costs of redemption and utilisation of the subject matter of the contract.

V.   Acceptance/Commissioning

1.    If GEZE installs or assembles the supplied items on the premises of the ordering party or the third party, a formal acceptance must take place before the ordering party or third party starts to use the item. If the item is put into use without the agreement of GEZE or without the acceptance having taken place beforehand, then the work is considered accepted. The date for an acceptance must follow immediately after the parts or system supplied by GEZE have been assembled or installed and at the latest 14 days before they are put into use.

2.    GEZE can demand that the ordering party carry out the acceptance for the delivered supplies/services 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 agree to the date requested by GEZE for the acceptance or refuses to prepare an acceptance record, then the work is considered accepted.

VI.   Guarantee

1.    If goods that have been supplied by GEZE are defective, GEZE must, at its own discretion, either repair or replace the article.

      If the repair or replacement is unsuccessful, the ordering party can withdraw from the contract or demand a reduction in the price, providing the defect is substantial.

      If a quality or durability guarantee provided by GEZE proves not to be applicable, the ordering party can request payment for damages in place of the aforementioned rights, providing GEZE was responsible for the defect.

2.    In the case of obvious defects, GEZE must immediately be notified in writing of defects regarding the type, quality and quantity, or within 10 calendar days at the latest. The commencement of this term results from the following Paragraph 5.

3.    GEZE will consider a guarantee invalid if the relevant assembly or installation guidelines have not been followed or the guidelines of suppliers of products which are connected to our products are not followed. The same applies when changes to the settings have been carried out by the ordering party or a third party without authorisation.

4.    If the notification of a defect is justified and has been raised in time, the ordering party can exercise the aforementioned rights. The ordering party shall not be entitled to any further claims, including additional claims for damages if GEZE is not to be blamed at least for gross negligence. In any case, liability is limited to the damages which can be predicted at the time of contract conclusion. GEZE reserves the right to prove lesser damages.

5.    The guarantee period for products supplied by GEZE or work carried out by GEZE and providing this is qualified as work on a structure, is 24 months. In the case of the supply of items, this period starts from the date of acceptance in the case of factory or building work. If automatic systems and safety technology products are not subject to regular annual maintenance by GEZE within the scope of a service contract concluded with GEZE within 3 months of commissioning, the guarantee period is reduced to 12 months starting from the date of commissioning in the case of automatic systems and safety technology products. With emergency exit doors, a condition of the guarantee of 24 months is that the doors are serviced twice a year by GEZE or an authorised agent of GEZE.

      For any reparations the guarantee period is basically limited to 12 months.

VII.   Technical Application Advice

1.    Our technical application advice, both oral and written, only describes the optimum use of our products to the ordering party. It does not release the ordering party from its duty to convince itself by inspections of the suitability of our products for the purposes for which it intends to use them. The ordering party is obliged to ensure that our oral and written technical application advice is passed on to the individuals who are ultimately responsible.

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 of duty. In this case, the provisions stated under clause VI are the determining factor. The same as in the case of breach of other secondary duties, GEZE is only liable in the cases mentioned if there is evidence of at least gross negligence. In any case, liability is limited to the damages which can be predicted at the time of contract conclusion. GEZE reserves the right to prove lesser damages.

VIII.   No Right of Representation for Fitters      

Our fitters or other individuals who we have commissioned 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 oral orders or carry out contractual changes or supplements. Subject to presenting a written authority to collect, our fitters are not authorised to accept payments for GEZE.

IX.   Documents

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

X.   Place of Delivery, Applicable Law and Place of Jurisdiction

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.

2.    German law applies. If the head office of the ordering party is based abroad and if the delivery is carried out to a country other than Germany, the UN Convention on Contracts for the International Sale of Goods (CISG) from 11 April 1980 applies or German law, where the CISG does not contain the appropriate regulations.

3.    Depending upon value in litigation, the District Court of Leonberg or the Regional Court of Stuttgart has exclusive jurisdiction over any dispute with GEZE by the ordering party resulting from this contractual relationship. In the case of deliveries to countries outside Germany, at the discretion of GEZE, GEZE can also lodge a complaint at the foreign head office of the ordering party or in the capital of the country in which the head office is based.

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    

GEZE Sonderkonstruktionen GmbH:
Registration Court at the District Court of HRB 560509    

Date of issue: 01 Dezember 2010