General Terms and Conditions

I. Conclusion of Agreement

All agreements with GEZE are based solely on the terms stated below. Any deviations from the customer's purchasing terms shall only be valid upon our written consent. Our commercial offers do not impose any obligations. The agreement shall come into force only upon our written confirmation or upon beginning of delivery. GEZE may not object to the forms of agreements or commercial terms of the counterparties, even when such commercial terms determine the validity as an unambiguous condition for conclusion of the agreement. GEZE enters into agreements solely on the basis of these General Commercial Terms and Conditions. These General Commercial Terms and Conditions shall apply to this agreement, including all future agreements.

II. Prices and Payments Procedure

1. Our prices are valid on ex-works terms of delivery, including shipment of goods, but not including packaging, transportation and insurance costs.

2. Payment for bills and checks is valid only after their conversion into cash and/or irrevocable crediting of funds. Bills and checks are accepted only on the term according to which the payment obligation is considered fulfilled upon receipt of the relevant funds. Bills are accepted only on the basis of a written agreement, provided that they are accepted by the bank. Discounts and other costs associated with the bills since the date of maturity shall be borne by the customer. Deduction of the discount during payment of a bill or check is excluded.

3. If after conclusion of the agreement GEZE becomes aware of any significant deterioration in the financial position of the customer, regardless of when it actually occurred, GEZE may demand payment of advance payments or provide a collateral and refuse to perform its services until this demand is fulfilled. The same condition applies when the customer, after concluding the agreement, delays fulfilment of other obligations, regardless of their legal basis. Should the customer fail to fulfil its obligations, GEZE has the right to terminate the agreement and claim damages for non-fulfilment of contractual obligations.

III. Delivery Time, Delays in Delivery

The delivery time shall be mandatory only subject to a written agreement. Unless otherwise agreed in writing, the determining time shall be the date of readiness for shipment or the date of shipment to the customer. In case of any delays in delivery, the customer shall establish an additional period of 3 weeks minimum. If GEZE fails to perform delivery within the additional period specified by the customer, the latter has the right to terminate the agreement. Other claims of the customer shall only be valid if GEZE failed to perform delivery in a timely manner, at least due to gross negligence. In any case, the liability is limited to the damage provided for as at the date of agreement conclusion. GEZE reserves the right to confirm lesser amount of damages.

IV. Ownership Provisions

1. The delivered goods shall remain the property of GEZE until full payment under all obligations arising from the contractual relationships, especially until payment of checks and bills or irrevocable crediting of funds. If the value of all security rights due to GEZE exceeds all secured claims by more than 10%, GEZE may, at the request of the counterparty, return the relevant part of the security rights. GEZE chooses the security right at its own discretion.

2. When processing or recycling our product, GEZE always acts as a manufacturer imposing no obligations on it. If the goods delivered by GEZE are inseparably connected to or mixed with the goods of other suppliers or with the goods owned by the customer, GEZE's joint ownership of such goods is determined by the invoice value without taking into account possible late payment or claims for damages.

3. Unless our counterparty fails to make payment on a due date, he has the right to process and alienate the goods in the appropriate manner provided that the seller retains ownership for such goods.

Ownership may not be pledged or assigned. In the event of seizure or forfeiture of property, or other actions or interference by third parties, the partner undertakes to immediately notify GEZE thereof. The claims, arising as a result of resale of goods with ownership retained by the seller, to third parties, when resold after processing or mixing only in proportion to the share, are transferred by the buyer in favour of GEZE as a collateral as at the date of agreement conclusion.

4. Seizure of goods with ownership retained by the seller or withdrawal thereof shall not mean a waiver of contractual obligations. All costs incurred as a result of withdrawal and sale of subject of the agreement shall be borne by the buyer.

V. Acceptance/Commissioning

1. If GEZE carries out installation of the delivered goods for the customer or third parties, the goods shall be officially accepted before commissioning by the customer or third parties. If commissioning is performed without approval of GEZE or without prior acceptance-transfer, the product shall be considered accepted by the customer. Transfer of the goods shall be carried out immediately after installation or installation of the parts or systems delivered by GEZE but no later than 14 days before use.

2. GEZE may at any time demand that the customer accept the goods subject to a 14-day period. This also applies when the customer or third party fails to complete the work on one and the same construction site. If the customer refuses to accept the goods within the period established by GEZE or refuses to draw up the Transfer and Acceptance Certificate, the acceptance of the goods shall be deemed completed.

VI. Liability (Warranties)

1. If the goods delivered by GEZE have any defects, GEZE will, at its discretion, eliminate the defect or replace the defective goods. In case of failure to eliminate the defect or failure to supply replaced goods, provided that the defects are considered to be significant, the customer has the right to terminate the agreement or demand price reduction.

If the warranty of quality or service life claimed by GEZE is found to be non-compliant, the customer may, instead of exercising the above right, claim damages provided that GEZE is liable for such defects.

2. In case of obvious defects, all claims concerning appearance of the goods, their quality and quantity shall be immediately sent to GEZE in writing, but not later than 10 calendar days. Commencement of the term shall be determined in accordance with clause 5 below.

3. GEZE makes no warranties in the event of non-compliance with its relevant applicable installation instructions and settings and / or instructions from suppliers whose products are used jointly with our goods. The same applies to unauthorized changes in settings by the customer or third parties.

4. The customer has the right to make claims if they are justified and submitted on due time. Other claims of the customer, including for damages, shall not be accepted. The exceptions are claims when GEZE has been charged with at least gross negligence. In any case, the liability is limited to the damage provided for as at the date of agreement conclusion. GEZE reserves the right to confirm lesser amount of damages.

5. The warranty period for the goods supplied by GEZE, services provided by it or works performed by it, even if they qualify as works on a construction site, shall be 24 months. This term for the goods shall commence with the date of the goods delivery, and for services or works - from the date of their acceptance. If automatic systems and products of fire-fighting equipment are not subject to regular annual maintenance by GEZE within the scope of maintenance agreement concluded with GEZE within 3 months from the date of commissioning, the warranty period for automatic systems and products of fire-fighting equipment is reduced by 12 months from the date of commissioning.

For doors installed on evacuation routes, the condition of providing warranty for 24 months is their biannual maintenance by GEZE or one of the authorized partners of GEZE.

VII. Consultations on Use

1. Our oral and written consultations on use are only intended to help the customer use our products in the best way. They do not release the customer from the obligation to independently check compliance of our goods with their purpose. The customer shall ensure that our oral and written consultations on use are addressed to responsible persons.

2. Should the customer has claims to GEZE for incorrect consultations on use, such claims shall be immediately sent in writing after establishing the fact of possible default. In this case the provisions set out in clause VI shall be decisive. In the event of non-compliance with other additional obligations, GEZE shall be liable only if there has been at least gross negligence on its part. In any case, the liability is limited to the damage provided for as at the date of agreement conclusion. GEZE reserves the right to confirm lesser amount of damages.

VIII. No Representative Authority of the Installation Personnel

Our installation personnel or persons authorized by us to perform installation works do not have the authority to accept claims or provide clarifications related to claims and make statements in favour of or against GEZE. They are also not authorized to accept orders in oral form and make additions or changes to agreements. Our installation personnel is not entitled to accept funds in favour of GEZE unless they are empowered with special powers in writing.

IX. Documentation

All images, drawings and other documentation transmitted by GEZE to the customers shall remain the property of GEZE. All copyrights shall be valid in this regard for a long time.

X. Place of Fulfilment of Obligations and Applicable Legislation

1. The place of fulfilment of our obligations on deliveries and services shall be the corresponding place of shipment of the goods. All settlements with the customer shall be made at the location of GEZE in Leonberg.

2. The law of the Federal Republic of Germany is applied in respect of this agreement. The Vienna Convention on Contracts for the International Sale of Goods dated 11.04.1980 shall apply in the case of business relationships with a customer located in another country and deliveries outside Germany. The law of the Federal Republic of Germany shall apply to the settlements which are beyond the terms of this Convention.

3. For the purposes of settlement of all disputes between the customer and GEZE under this agreement, depending on the amount of the claim, the parties shall apply to the Leonberg District Court or Stuttgart District Court. When delivering goods outside the Federal Republic of Germany, GEZE may, at its own discretion, bring a claim at the customer's location or in the capital of the customer's country.

XI. Miscellaneous

If the provisions of these General Commercial Terms and Conditions for deliveries and services expire or cease to be valid, this shall not affect the validity of other terms.

GEZE GmbH
Registration court: Stuttgart District Court HRB 250329
As of: 13.08.2009