General Working Conditions

Deliveries and Services of GEZE-Companies

General Working Conditions

I. Contract

All the contracts with GEZE shall be placed under the framework provided below. Differing sales terms of ordering party are only validated with our written consent. Our offers are never binding. A contract is acknowledged to take effect only with our written consent or after the delivery. GEZE has no liability to object to a contract or working conditions even when such working conditions have been stated to be compulsory for commercial contracts. GEZE only contracts due to these current working conditions. These working conditions are valid both for the commercial work stated and for all potential commercial bodies in the future.

II. Prices and Payment Terms

  1. Loading through factory delivery is included in our prices, but the packaging, shipment, and insurance charges are excluded.
  2. Bills and cheques are accepted paid only after the payment is collected or recorded as irrevocable debt. Bills and cheques with sufficient funds shall only be accepted. Furthermore, bills are only accepted if they are discountable according to the written contract. All discounts from the date of payment and other bill charges shall be covered by the customer. Discounts are out of question for payments with bills.
  3. If GEZE is informed on the fact that financial standing of the ordering party has distinctly worsened after the contract has been formed – without considering when this happens – GEZE may request advance payments or collaterals and may suspend the services until this request has been met. Similarly, this is also valid if the ordering party delays fulfilling its obligations, no matter what the legal reason might be, after a contract has been formed. GEZE has the right to secede from the contract and claim compensation for its loss in case the ordering party abstains from its liabilities.

III. Delivery time, Delays in delivery

Delivery times become binding only through written contracts. The date constituting the basis for this condition is the date when goods are ready or deliverable unless a differing written contract has been formed.
The ordering party shall provide at least 3-week-additional-time in case a delivery is delayed. If GEZE cannot accomplish the delivery at the end of this additional time, the ordering party can withdraw from the contract. The ordering party’s right to demand other conditions since on-time delivery could not be made can arise only in the event that GEZE has at least outraged in this regard. This liability is limited to the predictable losses in any case when the contract is formed. GEZE reserves the right to prove that it has a lower loss.

IV. Proprietary Rights

  1. The goods delivered to the ordering party remains under the proprietary of GEZE until all the claims through commercial ties have been paid fully, especially until clearing cheques and bills have been collected or recorded under indisputable receivables. If the value of all security interests entitled to GEZE exceeds over 10% of all guaranteed rights, GEZE can release an appropriate part of this security interest upon the request of the contracting party; during this release, GEZE has the right to select among varying security interests.
  2. Processing or conversion of our goods can only be carried out for GEZE as the manufacturer; however, this lays us under no obligations. If the goods delivered by GEZE are mixed with the goods of other suppliers or constantly combined or mixed with the goods under the proprietary of the ordering party, GEZE obtains a joint proprietary right in the amount of invoice in this new formation including potential interest of default or claim for compensation.
  3. If the contracting partner does not delay its payments, it can process and sell conserved goods under the framework of appropriate business development.
  4. Furnishing pledge or chattel mortgages are prohibited. The contracting partner will immediately report sequestrations, seizures, or other usages or interventions of the third parties to GEZE. The receivables from the third parties due to the sales of conserved goods – partially for sales after processing or mixing – are transferred to GEZE as collateral by the receiver as of today.
  5. Sequestration of conserved goods or their return due to reserve of proprietary does not mean to renege on a contract. All the charges regarding the return of the goods and their valorisation are covered by the buyer.

V. Acceptance/Putting into operation

  1. If GEZE is to place or install the delivered goods at the site of ordering party or third parties – before the ordering party or third parties begin to use the product – an acceptance should be made. In the event that the usage starts without the approval of GEZE or prior acceptance, services are validated as accomplished. The acceptance date should be identified right after the parts have been delivered by GEZE or establishment of the plant or its installation, but prior to at least 14 days before their commence of use.
  2. GEZE may always request the ordering party to receive the service considering these 14 days. This is also valid in the event that the ordering party or third parties have not yet completed the same construction project. In the event that the ordering party refuses the acceptance date requested by GEZE or refuses the preparation of an acceptance protocol by the ordering party, the acceptance is considered as accomplished.

VI. Liability of Quality (Warranty)

  1. If GEZE delivers faulty goods, then GEZE is obliged to fix them or to send replacement components depending on its own choice. In the event that fixing or replacement delivery is unsuccessful, and if it is a gross fault, the ordering party may renege on the contract or request a discount be made on the price.
  2. If a structural or durability warranty provided by GEZE is not appropriate, and if this fault results from GEZE, the ordering party may request the compensation of its loss for one of the rights mentioned.
  3. The complaints on the type, quality and quantity in glaring defects should immediately be reported to GEZE in writing no later than 10 calendar days. The commencing of this duration should comply with Paragraph 5 given below.
  4. GEZE bears no responsibility for defects if the permanent installation and settings regulations belonging to GEZE or regulations of suppliers’ products with which our products are combined are not followed. The same conditions also apply for the unauthorized changes of the settings by the ordering parties or third parties.
  5. If there is a legitimate and on-time complaint reported, the ordering party may utilize the rights explained above. The additional demand of the ordering party or additional compensation rights cannot be valid if GEZE is not charged with heavy defects. The liability, in any case, is limited to the predictable damage at the time when the contract has been formed and the typical average damage in line with the contract. GEZE reserves the right to prove lower damage.
  6. For the goods delivered and services provided by GEZE, the liability of quality duration is 24 months although these are qualified as works performed at a construction site. This duration commences as of the delivery of post-dated products or the acceptance date if they are in the construction services or a factory. If automated systems and technological security products are not in the scope of regular annual maintenance as required under the framework of maintenance contract formed with GEZE within 3 months after their commence of use with GEZE, the liability of defects for the automated systems and technological security products is reduced to 12 months.
  7. For 24-month defect liability to be valid for emergency exit gates, these gates must be maintained by GEZE or partners authorized by GEZE two times a year.

VII. Consultancy for application techniques

  1. Our consultancy on written and verbal application techniques shall only be explanatory about how our products are applied through best possible means. This does not prevent the ordering party to check our products for ensuring the appropriacy of our products to their own objectives. The ordering party is obliged to submit our written and verbal application techniques to the individual that will consequently be responsible.
  2. When the ordering party charges GEZE with a defective application technique consultancy, it is obliged to report this potential professional misconduct immediately in writing after it is detected. For such a situation, the terms explained in article VI are based on. As in the cases of sub-liability misconducts, GEZE shall be responsible if it has at least a heavy defect for such circumstances. Under all circumstances, this liability will be limited to the predictable defects when this contract has been formed. GEZE reserves the right to prove lower damage.

VIII. Installers are not authorized for representation

Our mentors or other individuals authorized for installation do not have the authority to accept the defects and complaints or make binding statements regarding these complaints in favour of or against GEZE. Similarly, such individuals do not have the authority to accept verbal complaints or make amendments or additions to the contract. Our mentors do not have the authority to collect money on behalf of GEZE unless they have the authority in writing or power of attorney to collect money.

IX. Documents 

The pictures, drawings and other documents handed to the customers of GEZE remain under the proprietary of GEZE. In accord with this, all copyrights are reserved.

X. Place of execution, laws to be executed and authorized courts

  1. The place of execution for our deliveries and services are always the exit location of subject goods, and headquarters of GEZE in Leonberg for the payments of the ordering party.
  2. The laws of the Federal Republic of Germany are valid. If the headquarters of the ordering party is in abroad or the delivery is made abroad, United Nations Convention on Contracts for International Sale of Goods (CISG) dated April 11, 1980, shall be primarily put into effect and, contributively, German laws shall be put into effect if CISG does not include appropriate regulations for this case.
  3. For any conflicts that will arise from this contract between GEZE and the ordering party, Leonberg Inferior Court or Stuttgart Regional Court shall be authorized according to the value of the dispute. For the deliveries abroad, GEZE may also file a lawsuit in the country where the headquarter of the ordering party in abroad is located or the capital of the country where it is located depending on the own desire of GEZE.

XI. Other

If one or more of the regulations on the General Working Terms regarding deliveries and services are invalid or become invalid, other regulations are not influenced by such circumstances.

Trade Registry Court Stuttgart Regional Court HRB (Trade Registry Book) 250329

Durum: 13.08.2009