General Terms and Conditions

for deliveries and services of the GEZE Companies

I.       Entering into a contract

    All contracts with GEZE shall be based solely on the terms and conditions listed below. Any deviations in the customer's purchasing conditions shall only be valid subject to our written consent. Our quotations shall not be binding. The contract shall only come into force after our written confirmation or at the beginning of the delivery. GEZE does not undertake to object to the forms of contracts or to terms and conditions of the contractors, even if, in such terms and conditions, their validity is specified as an unequivocal condition for entering into the contract. GEZE shall enter into contracts exclusively on the basis of the present General Terms and Conditions. The present General Terms and Conditions shall apply both to this transaction and to all future transactions.

II.    Prices and payment conditions

1.    Our prices shall be valid for delivery ex works, and shall include the shipment of the goods, but not the packaging, transportation and insurance costs.
2.    Payment by promissory notes and cheques shall be considered valid only after they have been cashed and/or after the funds have been irrevocably credited. Promissory notes and cheques shall only be accepted on the conditions under which the payment obligation would be considered fulfilled upon the receipt of the funds. Promissory notes shall be only accepted on the basis of a written agreement, provided that they are accepted for accounting by a bank. Discounts and other expenses on promissory notes from the date of maturity of the invoice shall be borne by the customer. Any deduction of a discount for payments by promissory note or cheque shall be excluded.
3.    If, after entering into a contract, GEZE becomes aware of a significant deterioration in the customer's pecuniary status, regardless of when this deterioration actually occurred, GEZE may require the customer to make advance payments or provide security and may refuse to render its services until this requirement is met. The same condition shall apply if the customer delays the performance of other obligations after entering into the contract, regardless of the legal basis of these obligations. If the customer refuses to perform its obligations, GEZE shall be entitled to terminate the contract and claim damages caused by the non-performance of the contractual obligations.

III.    Term of delivery, delay in delivery

    The terms of delivery shall only binding subject to a written agreement. Unless otherwise agreed in writing, the governing date shall be the date of readiness for shipment or the date of shipment of the cargo to the customer. In the case of a delay in the delivery, the customer must set an additional period of at least 3 weeks. If GEZE fails to perform the delivery within the additional period specified by the customer, the customer shall be entitled to withdraw from the contract. Other claims by the customer shall only considered valid if the delivery was not performed by GEZE in a timely manner due to gross negligence at a minimum. In any case, the liability shall be limited to the damage provided for at the moment of entering into the contract.  GEZE reserves the right to verify that less damage has been caused.

IV.    Reservation of the right of ownership

1.    The delivered products shall remain the property of GEZE until the payment in full of all the obligations arising from the contractual relationship, in particular until the payment of cheques and promissory notes or the irrevocable crediting of funds. Should the value of all the security rights owed to GEZE exceed all the secured claims by more than 10%, GEZE may return the relevant portion of the security rights at the contractor's request. GEZE shall choose the security right at its discretion.
2.    When processing or reprocessing our products, GEZE shall always act as a manufacturer, which shall not impose any obligations on it. If the products supplied by GEZE are inseparably linked or mixed with products from other suppliers or with products that are the property of the customer, GEZE's co-ownership of such products shall be determined by the value of the invoice, without taking into account possible late payment penalties or claims for damages.
3.    Unless our contractor experiences a delay in the payment, it shall be entitled to process and dispose of the reserved goods in the appropriate manner. Neither pledging nor an assignment of ownership is allowed. In the case of seizure of the property, its confiscation or other actions or interference by third parties, the partner undertakes to notify GEZE immediately.  Claims arising from the resale of reserved goods to third parties – in the case of a resale after processing or mixing only in proportion to the ownership interest – shall be transferred by the buyer to GEZE as a security instrument at the time of entering into the contract.
4.    The seizure of reserved goods or their withdrawal shall not signify a repudiation of the contractual obligations. All the expenses incurred as a result of the withdrawal and sale of the subject of the contract shall be borne by the buyer.

V.    Acceptance/commissioning

1.    If GEZE installs the delivered product on the premises of the customer or third parties, the official acceptance of the product should be carried out before the latter is commissioned by the customer or third parties. If the commissioning is carried out without GEZE's approval or without prior transfer and acceptance, the product shall be considered accepted by the customer. The transfer must be carried out immediately after the assembly or installation of the parts or systems delivered by GEZE, but no later than 14 days prior to beginning of their use.
2.    GEZE may, at any time, request the customer to carry out the acceptance. taking the 14-day period into account. This shall also apply if the customer or a third party has not completed their work on the same construction project.  If the customer refuses to perform the acceptance within the time limit set by GEZE or refuses to draw up a report of transfer and acceptance, the acceptance shall be considered to have been carried out.

VI.    Warranty

1.    If the product supplied by the GEZE is defective, GEZE shall, at its sole discretion, repair the defect or replace the defective product.
    In the event of the failure to eliminate the defect or to deliver a replacement part if the defect is significant, the customer shall be entitled to terminate the contract or demand a reduction in the price.  
    If the warranty of quality or service life claimed by the GEZE is recognised as inappropriate, the customer shall be entitled to claim damages instead of exercising the above right, provided that GEZE is responsible for the defect.
2.    In the case of obvious defects, the complaints regarding the product type, quality and quantity must be sent to the GEZE in writing without delay, but within 10 calendar days at the latest. The beginning of this term shall be determined according to Paragraph 5 below.
3.    GEZE shall not assume any warranty in the event of non-compliance with its respective installation and set-up instructions and/or the requirements of the suppliers whose products are used in conjunction with our products. The same shall apply to unauthorised changes to the settings by the customer or third parties.
4.    The customer shall be entitled to make claims, provided that they are submitted in due time and are justified. No other claims of the customer, including claims for compensation, shall be accepted. The exception shall be claims where GEZE has been accused of gross negligence at a minimum.  In any case, the liability shall be limited to the damage specified at the moment of entering into the contract.  GEZE reserves the right to verify that less damage has been caused.
5.    The warranty period for the products supplied, the services rendered or the work performed by GEZE, even if it qualifies as work on a construction project, shall be 24 months. For the products, this period shall begin from the date on which they are delivered. For the services or work, it shall begin from the date of acceptance and transfer. If automatic systems and security and fire safety technology products are not subject to regular annual maintenance by GEZE within the framework of a maintenance contract entered into with GEZE within 3 months from the date of commissioning, the warranty period for the automatic systems and security and fire safety technology products shall be reduced to 12 months from the date of commissioning.  For doors to be installed on escape routes, the condition for providing a 24-month warranty is that they are serviced twice a year by GEZE or one of GEZE's authorised partners.

VII.    Advice on matters of application

1.    Our oral and written advice on matters of application are only intended to help the customer to use our products in the best possible way.  They shall not release the customer from the obligation to independently verify that our products meet their goals. The customer undertakes to ensure that our oral and written advice on matters of application are addressed to the persons responsible for this.
2.    If the customer has any claims against GEZE due to incorrect advice on matters of application, it shall send such claims in writing immediately after establishing the fact of a possible non-performance of obligations. In this case, the provisions stated in paragraph VI shall be decisive. In the event of the non-performance of other additional obligations, GEZE shall only be liable if there has been gross negligence on its part at a minimum. In any case, the liability shall be limited to the damage specified at the moment of entering into the contract.  GEZE reserves the right to verify that less damage has been caused.

VIII. Absence of representational powers for the installers

    Neither our installers nor persons authorised by us to perform the installation work have the power to accept complaints or to give explanations and statements in favour of or against GEZE in relation to claims.  They are also not authorized to accept orders verbally and/or make amendments or addenda to contracts. Our installers shall not be entitled to accept money on behalf of GEZE, unless they are given special powers in this respect, confirmed in writing.

IX.    Documentation

    Images, drawings and other documentation that have been handed over to customers by GEZE shall remain the property of GEZE. In this respect, all the copyrights shall be valid for the long term.

X.      Place of performance and governing law

1.    The place of performance for our delivery and service obligations shall be the respective place of shipment of the products. Settlements with the customer shall be performed at GEZE's premises in Leonberg.
2.    The law of the Federal Republic of Germany shall apply. In the case of business relations with a customer located in another country and delivery outside Germany, the Vienna Convention on Contracts for the International Sale of Goods of April 11, 1980 shall apply. For the settlement of disputes outside the scope of this Convention, the law of the Federal Republic of Germany shall apply.
3.    For the settlement of all disputes between the customer and GEZE within the framework of this contract, the parties shall appeal to Leonberg Local Court or to Stuttgart District Court, depending on the amount of the claim.  If the goods are delivered outside the Federal Republic of Germany, GEZE may, at its sole discretion, file an action at the customer's location or in the capital of the customer's country.

Registration Court – District Court of Stuttgart HRB          250329

As of: August 13, 2009