General terms and conditions
General terms and conditions for supplies and services provided by GEZE companies
The following general terms and conditions apply exclusively to transactions in which a consumer is not involved: The following conditions apply exclusively to transactions in which a consumer is not involved:
1. Contract conclusion
1.1 All contractual collaborations with GEZE are based on these conditions. The purchase conditions of the contractual partner are valid only following our written agreement. Our quotes do not imply any obligation on the part of the client. A contract comes into force only by means of our written confirmation, or once delivery has taken place.
2. Prices and terms of payment
2.1 Our prices apply ex-works and include unloading of the goods.
2.2 GEZE reserves the right to request the net payment in advance. As a rule, invoices must be paid according to the agreed terms.
2.3 Cheques are considered as valid payment only once they have been cashed, i.e. once they have been credited to GEZE, and are accepted only on the basis of performance. Bills of exchange are not accepted.
2.4 If, following the conclusion of the contract, there is a significant deterioration in the financial situation of the contractual partner, or if GEZE suspects such a deterioration, then GEZE may, once it becomes aware of such a situation, request advance payments or securities and refuse to provide service until these requests are complied with. In case of refusal by the contractual partner to comply with this request, GEZE may terminate the contract and may claim damages for non-fulfillment of the contract.
3. Delivery terms, delivery delays
3.1 Delivery terms shall be deemed binding only when agreed to in writing. The date of delivery, unless otherwise agreed in writing, is considered the date on which the goods have been supplied or shipped. In the event of a delay in delivery, the contractual partner must specify a later delivery date of at least two weeks. If GEZE does not deliver even after the extension set by the contractual partner, the contractual partner may decide to withdraw from the contract.
3.2 In case of late delivery, the contractual partner may claim for damages subject to the conditions set out in clause 6. GEZE reserves the right to argue for and justify with proof, a lower sum than that claimed.
4. Retention of title
4.1 The supplied goods shall remain the property of GEZE until full payment of all receivables arising from the relationship with the contractual partner has been made, meaning specifically until all instruments offered as payment have been cashed or credited to GEZE's account (promissory notes, cheques, etc.) , . 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 release the corresponding portion of security rights at the contracting partner’s request. GEZE is entitled to choose which of the security rights shall be released.
4.2 Processing or transformation of our products will always be made on behalf of GEZE as a manufacturer, but will not result in any obligations for us. If the article supplied by GEZE is permanently assembled with products of other suppliers or with products which are the property of the contractual partner, GEZE is granted joint ownership of the new article to the amount of the invoice, plus any default interest or claims for damages that may arise.
4.3 As long as the contractual partner is not in arrears with his payments, he may process and sell products subject to the retention of title within regular commercial activities. Pledges or transfers by way of security are inadmissible. The contractual partner must immediately inform GEZE in writing of any pledges, confiscations and other orders or interventions by third parties. Claims against a third party resulting from the resale of goods subject to the retention of title, in cases where the goods have been merely partially compounded or assembled with other products, will be passed onto GEZE as security immediately upon resale.
5.1 If GEZE installs the products supplied on the site of the contractual partner, the products must be accepted before the contractual partner or a third party utilises the product. If the products are utilised without prior acceptance or prior written consent from GEZE, the performance shall also be deemed to have been accepted. The product must be deemed to be accepted immediately after the installation of the part or system supplied by GEZE, but not later than 14 days before use, as far as possible.
5.2 GEZE may request an acceptance of the work and services by the contractual partner at any time, taking into account the 14-day period. This is also applicable if the contractual partner or a third party have not yet fully completed works or installation within the same construction project. If the contractual partner refuses to abide by the time limit for acceptance of products/works requested by GEZE or if the contractual partner refuses to provide a formal record of acceptance, the products/works shall be deemed to be accepted.
5.3 If commissioning is not possible due to construction reasons, even though the service to be provided by GEZE under the contractual agreement has been rendered, GEZE may claim additional costs from the contractual partner.
6. Liability for defects, damages, and limitation of liability
6.1 If an item supplied by GEZE is defective, GEZE must, at its own discretion, either repair or replace the item. If the repair or replacement is unsuccessful, the contractual partner may withdraw from the contract or claim a reduction in the price in cases where the defect is substantial. If the warranty statement provided by GEZE proves to be inappropriate, the contractual partner may claim damages in lieu of the aforementioned rights, to the extent that GEZE is liable for that deficiency.
6.2 Where the defect is obvious, repairs concerning type, quality, and quantity must be immediately notified to GEZE in writing, but at the latest within 10 calendar days of receipt of the goods. If the notification of a defect is justified, the contractual partner may exercise his aforementioned rights.
6.3 GEZE is not liable for defects of the products which are compounded with ours, if the assembly instructions, respectively the guidelines of the suppliers of the products have not been taken into consideration. The same applies in the event of unauthorised changes to the product settings made by the contractual partner or by a third party.
6.4 GEZE shall be held liable for damages according to the legal provisions in force, without any limitation on liability, insofar as the damage is the result of a proven contractual breach that can be attributed to GEZE due to wilful intent or gross negligence. To the extent that the non-performance attributable to GEZE is due to ordinary negligence, and therefore an essential contractual obligation was not fulfilled due to GEZE's fault, liability for damages is limited to the foreseeable damages typically occurring in similar cases. Essential contractual obligations include the main contractual obligations as well as other contractual (secondary) obligations, which, in the event of culpable violation of duty, may endanger the fulfillment of the purpose of the contract. In other cases, liability is excluded. However, GEZE's full liability in accordance with the provisions of the applicable product liability law remains unaffected. Liability owing to injury caused to life, body and health shall also remain unaffected. Moreover, GEZE's full liability remains unaffected in the event of the assumption of guarantees or wilful deception by GEZE.
6.5 The warranty period for defects of the parts/products delivered by GEZE or the services provided by it is 24 months. This period starts from the date of delivery of the products, in the case of goods, while in the case of provision of services or works from the date of acceptance of the works.
In case the automated installations and products for safety systems are not subject to a regular annual inspection by GEZE under a service contract concluded with GEZE within 3 months of commissioning, the limitation period of the automated installations and products for safety systems is reduced to 12 months following commissioning. In case of emergency exit doors, an inspection twice a year is recommended.
7. Technical application advice
7.1 Our technical application advice, both verbal and written, is intended only to provide the contractual partner party with an explanation regarding the best use of our products. It does not absolve the contractual partner party of his obligation to perform his own tests to ensure the suitability of our products for the purpose he intended.
7.2 If the contractual partner party accuses GEZE of providing inadequate advice, he must state this in writing immediately after establishing the possible breach of the contractual consulting obligation. In this case, the provisions stated under clause VI shall apply. By all means, liability is limited to the damage foreseeable at the time of concluding the contract, unless GEZE has deliberately breached its contractual obligations. GEZE reserves the right to argue the case for lesser damages.
8. No right of representation for technicians
Our technicians, or other individuals commissioned by GEZE to carry out the installation, are not authorised to accept notifications of defect or to provide binding statements referring to such claims with effect for and against GEZE. Likewise, they are not authorised to accept verbal orders or carry out contractual amendments or contractual addenda. Technicians are not authorised to accept payments on behalf of GEZE unless they have a collection order.
Images, plans, drawings, and other documents provided by GEZE to the clients shall remain the property of GEZE. In this respect, all long-term copyright protection shall apply.
10. Other provisions
If a regulation in these General Terms and Conditions for deliveries and services is or becomes null and void, this does not affect the validity of the other terms and conditions.
GEZE Romania [S.R.L.]: Trade Register No. J40/153/2010