General Terms and Conditions
for Supplies and Services from GEZE Companies
The following conditions shall apply exclusively to legal transactions that do not involve consumers:
1. Contract Conclusion
All contracts made 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 shall only be entered into upon our written
confirmation or by delivery. GEZE is not obligated to explicitly object 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 for the business transaction. These general terms and conditions apply to this business transaction, as well as for any future business transactions.
2. Prices and Terms of Payment
2.1 Our prices are ex-works including loading, but exclude packing, transport and insurance costs.
2.2 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 a written agreement, provided they are eligible for discount.
Discount and other exchange costs are borne by the ordering party from the date on which the invoice is due. Discount deduction is excluded for bills of exchange.
2.3 If GEZE becomes aware of a substantial deterioration in the financial circumstances of the ordering party after conclusion of the contract GEZE is entitled to demand advance payments or securities and refuse fulfilment until this demand has been fulfilled. If the ordering party refuses, GEZE is entitled to withdraw from the contract and to demand compensation for damages due to
3. 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 2 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. Any damage claims made by the ordering party are subject to the conditions stated in section VI. GEZE reserves the right to prove lesser damages.
4. Retention of Title
4.1 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 to which GEZE is entitled 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.
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 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 invoice value, plus any default interest or claims for damages, if applicable.
4.3 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.
5.1 If GEZE installs or assembles the supplied items on the premises of the ordering party or of a 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, as far as possible, at the latest 14 days before they are put into use.
5.2 GEZE is entitled to demand the acceptance of the rendered services from the ordering party at any time, provided a period of 14 days is provided for the same. 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.
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, 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 written 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
6.2 In the case of obvious defects, GEZE must be notified in writing about the defects regarding the type, quality and quantity immediately, and no later than 10 calendar days. If the notification of a defect is justified and has been ascertained in time, the ordering party can exercise the aforementioned
6.3 GEZE will not accept any liability if the relevant assembly or installation guidelines have not been followed or the guidelines of suppliers of products which are connected to our products have not been followed. The same applies when changes to the settings have been carried out by the ordering party or a third party without authorisation.
6.4 GEZE shall be (unrestrictedly) liable for damage claims as per the statutory provisions, if a violation of duty attributable to GEZE takes place due to malice or gross negligence. If a violation of duty attributable 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 damages typically occurring in similar cases. Essential contractual obligations shall include the contractual principal obligations as well as other contractual (ancillary) obligations, which, in the event of culpable violation, may endanger the attainment of the purpose of the contract. Any further liability shall
be excluded. However, the complete liability of GEZE according to the provisions of the product liability lawshall remain unaffected. The liability owing to injury caused to life, body and health shall also remain unaffected.
Furthermore, the complete liability of GEZE shall remain completely in effect in the event of assumption of guarantees or wilful deception by GEZE.
6.5 If the damage claim liability to GEZE is excluded or restricted, this shall also apply with regard to the personal damage claim liability of the employees, personnel, representatives and agents.
6.6 The liability period for damages to property for the products supplied by GEZE or the services rendered by GEZE is 24 months. In the case of the supply of items, this period starts from the date of delivery, and in the case of factory or building work, it starts from the date of acceptance.
If automatic systems and safety technique products are not subject to regular annual maintenance by GEZE within the scope of a service contract concluded within 3 months from commissioning
with GEZE, the guarantee period for the automatic systems and safety technique products shall reduce to 12 months from commissioning. A six-monthly maintenance service is recommended for emergency exit doors.
For any reparations the guarantee period is basically limited to 12 months.
7. Technical Application Advice
7.1 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 check the suitability of our products for the purposes for which it intends to use them. The ordering party shall be obliged to ensure that our oral 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 of duty. In this case, the provisions stated under clause VI are the determining factor. In any case, the liability shall
always be limited to the damage that was foreseeable at the time of concluding the contract, unless there has been a violation of duty on the part of GEZE owing to gross negligence. GEZE shall reserve the right to prove lesser damages.
8. 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.
Our fitters are not authorised to accept payments for GEZE, unless they have an authority to that effect in writing.
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 Delivery, 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 German law shall apply here. 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.
10.3 Depending upon the value of the claim, the district court of Leonberg or the regional court of Stuttgart shall have exclusive jurisdiction over any dispute with GEZE by the ordering party arising from this contractual relationship if the contractual parties are businessmen, legal persons of public law or owners of special assets as per public law. In such cases, GEZE can also choose to file a suit at the ordering party’s domicile.
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 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
Date of issue: 01.10.2014