General Contracting Conditions (CGC)

1.- Applicability of these Conditions to all sales and supplies by GEZE

1.1 All sales made by GEZE are subject solely and exclusively to these General Conditions. By accepting an order, the customer agrees that the commercial relations shall be governed by these Conditions. Any purchasing conditions of the customer shall only apply with the express written consent of GEZE.

1.2 These General Conditions shall govern all orders placed and sales concluded from 14 December 2016, and render the previous general conditions null and void. Any references to INCOTERMS shall always refer to the 2010 version.

1.3 GEZE accepts the provision of services and the sale of products exclusively on the basis of these CGC. The application of these Conditions is an essential element of the contractual relationship. The provisions in the CGC are valid and effective, both for the current business and future transactions, until such time as they are amended, replaced or revoked.

1.4 Offers: Offers shall only become a valid contract upon a written contract signed by both parties, containing a written confirmation of the order or, in the absence of such, the delivery of the goods or service requested. Acceptance of the order does not imply acceptance of the customer’s conditions of purchase, even if the customer’s purchasing conditions stipulate other provisions or specify the purchase on acceptance of the customer’s own conditions, unless GEZE has given its express acceptance of such conditions in writing.

2.- Prices and Payment Terms

2.1 GEZE prices are understood to be factory prices, including the loading at facilities chosen by GEZE, and exclude transport and insurance costs.

2.2 Payment shall be by cash, unless expressly stipulated otherwise. Otherwise, payment shall be made within 15 days from the date of issue of the invoice. However, at the time of acceptance of the order, GEZE may agree other payment terms or conditions with the customer and in writing at all times. In the absence of an agreement, invoices must be paid within 15 days from the date of issue. If the due date falls on a weekend or public holiday, payment must be made on the first working day thereafter.

Under no circumstances whatsoever shall any expenses be deducted from invoices, nor can the sums of a credit note be used to offset amounts due, in whole or in part, unless the discount or offsetting has been previously agreed in writing by GEZE.

2.3 The acceptance of special payment terms and conditions in a specific transaction does not oblige GEZE to accept such terms in subsequent orders and deliveries. GEZE may always require payment, if it is cash, even when this has not been the form of payment in previous transactions.

2.4 If bills of exchange, promises to pay or cheques are accepted as a means of payment, these shall only release the customer from the debt upon their actual payment, and from the time such payments are actually collected or deposited into the account. Bills of exchange and promises to pay shall only be accepted by prior written agreement, and on condition that they can be endorsed or cashed at a financial institution. Bills that are not made out to order or are non-endorsable shall not be accepted.

2.5 Expenses for cashing and all other expenses relating to the bills referred to in the preceding paragraph, including commissions of any kind, shall be borne by the customer from the due date of the relevant invoice. The same applies to bank fees for the return or reimbursement of expenses. Any discount on the price shall be excluded for payments by bills of exchange. GEZE may set as a condition for the acceptance of payments by bills of exchange or promises to pay that have a maturity of more than 85 days, the provision of a guarantee by a person or entity whose solvency is acknowledged.

2.6 Following the acceptance of an order, if GEZE becomes aware of a significant deterioration in the economic situation or solvency of the customer that could jeopardise the collection of payment, it may subject the delivery to an advance payment or the provision of additional guarantees, regardless of the contract terms or the form of payment stipulated at the time of the order. In this case, and at the customer's request, GEZE shall set out the reasons for its doubts regarding the customer's solvency, who may provide proof of its adequate solvency at any time. Should the solvency situation of the customer fail to be adequately proven, GEZE may set advance payment as a condition for the service. Should payment not be made within 40 days, GEZE may terminate the contract, cancel the service definitively and, in any event demand compensation for any losses arising therefrom.

2.7 Additionally, pursuant to the preceding paragraph, and with no requirement to explain the customer’s deterioration in solvency and equity, GEZE may also set conditions for the service or delivery if:

a) the customer is in arrears with payments after accepting the order and is in arrears with GEZE or a third party;

(b) the customer is included on public lists of debtors in default, in particular those relating to finances or courts.

2.8 In the case of late payments, the customer shall pay monthly interest of 0.5% on the debt during the first 60 days from the date the payment was due, and 1% from the 61st day, with no requirement for a prior warning.

3.- Delivery Time, Late Delivery

3.1 Delivery times are indicative. They shall only be binding if there is a written agreement expressly stipulating them.

3.2 The place and mode of delivery shall be agreed individually when accepting the order or offer. In the absence of an agreement, the delivery shall be made to the premises of GEZE (FCA Geze Sant Boi de Llobregat / Leonberg, as appropriate). If the delivery is not collected, the delivery shall be deemed to have been made from the time the product or service is made available to the customer, regardless of whether the customer receives such delivery. In the absence of the product or service being made available, the delivery shall be deemed to have been made at the time of shipment or loading onto the transportation platform.

In case of late delivery, the customer must report the delay and notify GEZE to make the delivery within 3 weeks, equivalent to an extension of the delivery time that the customer shall grant in advance. If GEZE fails to make the delivery after this period has elapsed, the customer reserves the right to withdraw from the contract. In any event, GEZE's liability is limited to typical damage that is foreseeable on the date of acceptance of the order. Complaints regarding delays shall expire after 3 months. This period is an essential condition of these Conditions. No delay shall be attributable to GEZE:

a) if the delay is due to factors beyond GEZE’s control, including strikes of any kind, accidents, the blocking of communication routes, etc.;

b) if same is attributable to the customer, in particular due to the absence or the inadequacy of a design, lack of data or measurements, lack of means of transportation, failure to pay or to provide payment guarantees, as the case may be.

3.3 It is the customer's obligation to receive the goods contracted with GEZE within the deadlines stipulated in the order. Any delay in the delivery and assembly times of the installation arising from a delay of the works, shutdown, failure to adapt the space or any other cause not attributable to GEZE, for a period exceeding 15 days after the date stipulated in the order, shall entitle GEZE to invoice the customer for 80% of the order, regardless of acceptance (or not) of the delivery by the customer or installation of the contracted material, or of the request for an extension of the delivery or assembly period. The remaining 20% of the order shall be invoiced upon completion of the delivery and assembly, which in turn is based on the condition of the payment of the initial invoice if it is due.

3.4 Should any of the delays stated in the preceding paragraph occur, GEZE shall not be bound by the delivery times initially agreed, without prejudice to attempting to make the delivery and assembly as soon as it is possible for GEZE to enter into the first schedule of the outstanding works once the date for delivery and assembly is agreed. If, for reasons not attributable to GEZE, the delay in delivery and receipt exceeds 90 days, GEZE reserves the right to apply an additional charge of 1% to the contract price for storage, insurance and administration for each month that elapses until the delivery and assembly are completed.

4.- Reservation of Ownership

4.1 GEZE reserves ownership of the goods until the price of such is paid in full. The goods delivered shall continue to be the property of GEZE until payment in full for such and, in particular, until the collection or deposit into a bank account of all cheques and bills of exchange drawn as means of payment.

4.2 In the event of the transformation and integration of our products with or into third-party products, GEZE’s ownership of such products shall be exclusively as the manufacturer of its own components, and GEZE shall not be liable for finished third-party product assemblies. If the item supplied by GEZE is integrated into or combined with components of other suppliers or components owned by the person who placed the order, this shall result in joint ownership of the new component with GEZE in the value of the invoice, plus any interest on late payment and other entitlements for losses.

4.3 If the customer has not fallen into arrears he may, within the normal course of his activity, transform and dispose of the products subject to ownership. In the event of arrears, GEZE may communicate to the customer in writing a prohibition of sale, transformation or installation into a project or product. The customer may release such prohibition by paying or offering sufficient additional guarantees for payment within 30 days following the communication from GEZE.

4.4 The forming of pledges or assigning of ownership as collateral is not permitted unless expressly agreed with GEZE.

4.5 The customer must immediately inform GEZE in the event of an embargo, judicial intervention and the filing for or declaration of insolvency. The customer also undertakes to inform the judicial and/or arbitral bodies, insolvency administrators, stakeholders, receivers and enforcers of the existence of the reservation of ownership. The rights to take action against third parties arising from the resale of the goods subject to ownership (in the event of resale after processing or proportional incorporation), are deemed to be transferred to GEZE. Should GEZE challenge a third party’s opposition to ownership by GEZE or claim ownership, the customer shall undertake to testify before the Court to prove the existence of the said reservation of ownership with respect to GEZE.

4.6 The embargo on the goods under ownership or their return to GEZE does not amount to a termination of the contract. The customer shall bear all costs arising from the return.

5.- Receiving/Commissioning

5.1 The formal receipt of the goods must take place following the delivery and assembly at the customer’s premises or those of a third party and prior to the commissioning of the product by the customer or third party. Should the commissioning of the installation or object take place without the express consent of GEZE or without prior receipt, the service shall be deemed to be automatically received. Receipt shall take place immediately after the assembly or installation of the parts or installations supplied by GEZE and, in any case, no later than the within 14 days.

5.2 While observing the 14-day period GEZE may, at any time, require acceptance of the service provided to the customer, noting the date and time for preparing the relevant document of receipt. The same shall apply in cases where the customer, his subcontractors or a third party have not completed the work, within the framework of the overall construction project in which GEZE has carried out the delivery or supply. The customer cannot therefore subject the signing of the document of receipt or the delivery of the contracted product or service to the acceptance by his contractor, developer, the owner of the project or the installation as a whole.

5.3 If the customer refuses to be present on the date set for receipt, or unjustifiably refuses to sign the document of receipt, it shall be understood that the receipt was duly carried out.

6.- Liability for defects in the item (remedy)

6.1 If the products delivered by GEZE are defective GEZE, at its discretion, may either repair the item or deliver another item to replace the defective one. Should GEZE fail to repair or replace its defective service, the customer may, in the event of a serious defect, withdraw from the contract or request an appropriate reduction in price.

6.2 Complaints regarding defects in the nature, quality or quantity of the goods supplied that are apparent, must be made in writing to GEZE immediately within the following 10 days. The start of this period shall be similar to the provisions of paragraph 5 below. The burden is on the customer to provide proof of the period.

6.3 With respect to installations, GEZE shall only provide a warranty under the above terms if the delivery, assembly and installation were carried out through GEZE’s own means. In other cases, the responsibility for the installation (but not the product) shall be borne by the installer. Likewise, if GEZE undertakes to provide the replacement of the factory material only and not bear the transportation and repair costs at the site where the installation took place, GEZE will carry out the work based on a budget previously approved by the customer.

6.4 The customer accepts that GEZE products have a technical complexity which requires compliance with the instructions supplied by GEZE and a knowledge of their suitability for installation in certain works, machines or installations. For this purpose, the customer may only authorise the installation and handling of such to be carried out by personnel with the adequate technical competence who understand the installation and configuration instructions of the product. GEZE therefore assumes no responsibility for defects in the product or service arising from a failure to follow the installation or configuration instructions, or the instructions of other suppliers whose products are connected to, or installed with, those of GEZE. This condition shall also apply in the event of any changes to the configuration options carried out by the customer or third parties. This condition constitutes an essential element of any delivery. The customer shall also comply with CTE UNE 85121 Ex.

6.5 GEZE also assumes no responsibility if the customer assembles or incorporates the goods or products delivered into another appliance or equipment. The fact that the specific services of GEZE products operate correctly does not mean they can operate in other applications selected by the customer. However, the customer must carry out the necessary tests or sampling, as the GEZE’s technical specifications may vary or change if applied to specific machines or installations. The customer is therefore responsible for the design and application at the site where the GEZE product will be installed.

6.6 The exercise by the customer of the rights set out in the preceding paragraphs shall be based on the submission of the claim for the relevant defects in writing within the prescribed period. The rights of the customer, including compensation for damages, are excluded if the customer is at fault or negligent. In any event, liability shall be limited to the damages foreseeable at the time of signing of the contract.

6.7 The warranty period for defects for products delivered or services provided by GEZE, where these can be classified as construction work, is 12 months. This period shall commence: a) in the case of the delivery of items, from the date of delivery at GEZE's head office or the availability of such in accordance with paragraph 3, and; b) in the case of a project or construction, from the date of formal or tacit receipt. Under no circumstances shall it be permissible for the period to commence from the date of receipt of the work or the general installation at the site of the end customer, developer or builder where the product or service contracted with GEZE was incorporated. In any event, the responsibility is conditional on the correct maintenance of the product and compliance with GEZE’s technical and maintenance specifications.

6.8 However, in cases of automatic installations and technology products where maintenance is mandatory in accordance with the stipulations in the standard CTE UNE 85121 EX, and where maintenance has not been contracted to GEZE within three months of delivery, the liability for damage for automatic installations and security technology products shall be reduced to a period of 12 months from the commissioning of such.

6.9 In the case of emergency evacuation exit doors, the 24-month period for claiming liability for defects is subject to the servicing of the doors at least 4 times a year in accordance with the standard CTE UNE 85121 Ex, carried out by GEZE or a professional person authorised by GEZE.

7.- Technical Advice on Use

7.1 Technical advice by GEZE, either verbal or written, on the use of its products serves as guidance only to the customer to ensure the optimum use of the products. This advice releases the customer from the obligation to examine and analyse the suitability of our products for the purpose intended by the customer. GEZE is not required to know the specific application and purpose for which its products are intended.

7.2 It is the customer's obligation to ensure that the persons responsible for using the products are aware of any verbal and written recommendations.

7.3 GEZE is constantly making changes and improvements to its products. The customer accepts that the products may be technically improved and cannot demand a delivery of the original model prior to any modifications.

7.4 Some operation and instruction manuals are in English and/or German. The customer must have technicians and professionals available who are capable of understanding the manuals and instructions in one of these languages. At no time shall the customer be entitled to a translation into other languages unless he bears the cost of such.

8.- Lack of Representation Capability of Our Assemblers

8.1 Assemblers and other persons commissioned by GEZE to carry out assembly work are not authorised to receive complaints for defects or to make binding statements, with favourable or unfavourable consequences for GEZE, in response to such complaints.

8.2 Nor may they accept verbal requests or negotiate modifications or amendments to the contract. In the case of cash payment for repairs by assemblers, the assemblers must issue a written receipt to the customer.

9.- Billing

9.1 The invoice shall be issued on the date of delivery shown on the dispatch note, on the certificate of availability, the receipt document or in the manner set out in paragraphs 5.1 and 5.2.

9.2 Should a delay occur in the intended project for which the date of delivery or installation was planned for reasons beyond GEZE’s control, GEZE may issue an invoice and demand payment in accordance with the scheduled date of delivery or installation.

9.3 Without prejudice to the provisions of 9.2, and if the customer does not accept the invoice, GEZE may charge the customer a penalty fee equivalent to 5% of the sale for each month of delay in delivery, and debit the additional expenses to the installer and the technical support service.

10.- Returns

10.1 Returns must be accepted in writing from GEZE. There is no obligation to accept returns, except with the written consent of GEZE.

10.2 Under no circumstances shall a return of material older than two months or more be permitted. If, as an exception, a longer period is accepted, it shall be expressly stated in the acceptance of the request.

10.3 In the event of returns for reasons not attributable to GEZE, expenses for shipping and handling shall be charged amounting to 25% of the sale price of the returned product. The customer shall be responsible for collection.

10.4 Once the goods have been returned, a credit note will not be issued until the product is examined and declared to be in good condition. In the presence of defects and, depending on their severity, GEZE may not accept the return or reduce the amount to be credited depending on the condition of the product. If a credit note was issued before the examination, it may be cancelled.

11.- Cancellations of Orders

11.1 Once an order has been accepted, the delivery process will begin immediately. Cancellations of products and/or services are not permitted before delivery except in the cases and under the conditions stipulated below.

11.2 For orders for products in stock (not special or manufactured for a specific purpose) that are cancelled within 48 hours: The customer may unilaterally withdraw the orders, free of charge, within 48 hours after placing the order in writing to GEZE. If the deadline falls on a public holiday at the customer's location, it shall be extended by 19 hours to the next working day.

11.3 For orders for products in stock (not special or manufactured for a specific purpose) that are cancelled more than 48 hours after the order is placed: If the product has not been shipped or the service has not commenced, the customer may unilaterally cancel the order, however GEZE will apply a charge for handling and administration expenses equivalent to 15% of the total value of the order.

11.4 For orders for special or bespoke services and products: Under no circumstances may such orders in progress be cancelled. In the event of a cancellation, the customer shall pay the full value of the order. As an exception and by mutual agreement with GEZE, a compensation payment may be made limited to the payment of the cost of materials and production, plus 15% of the value of the order for administrative expenses.

11.5 In the case of an advance payment of the order value, GEZE will charge 1% of the total order with a minimum fixed cost of 40 Euros for administration, banking fees and reimbursement of the sums paid, including those specified in paragraph 11.3.

12.- Documents

12.1 Copies, drawings and other documents supplied by GEZE to its customers will continue to be the property of GEZE. All intellectual property rights relating to such documents shall be upheld at all times.

13.- Place of Compliance, Applicable Legislation and Jurisdiction

13.1 The place of compliance for deliveries and services performed by GEZE is the place from which the goods are shipped. The place of compliance is the headquarters of GEZE Iberia.

13.2 The applicable legislation is Portuguese law. If the customer has his registered office abroad and the delivery takes place abroad, the United Nations Convention on Contracts for International Sale of Goods (CISG) of 11 April 1980 shall be applied first and Portuguese law will be applied subsequently if the CISG does not include the corresponding rules.

13.3 For any dispute between the parties arising from the interpretation and performance of this agreement, the parties shall submit to the following courts and jurisdictions.

1. For contracts concluded with customers in Portugal and the rest of the Countries of the European Union where Regulation UE 1215/2012 is in force, the parties shall submit to the court and jurisdiction of the Courts and Tribunals of Leiria.
2. For disputes relating to contracts that protect the relationship with customers in the rest of the world, the parties shall submit to the arbitration procedure of the International Chamber of Commerce in Paris in accordance with its regulations, undertaking to comply with the decision made by the arbitrators appointed by such institution. The language for arbitration will be Spanish.

14.- Other

14.1 Any provision of these General Contracting Conditions for deliveries and services that is declared null and void shall not affect the validity of the remaining provisions.

14.2 These General Conditions shall prevail over any general conditions of sale to, or contracting with, customers, unless such conditions are accepted in an express and specific document, signed separately to the customer's contract or general conditions by a proxy with a legal obligation. GEZE does not rely on the warranties or obligations that the customer may have with respect to third parties, regardless of the legal liability borne by the customer. Acceptance of the terms of this clause is an essential requirement for the supply and undertaking.

14.3 The customer authorises the processing of his personal data which is carried out in accordance with the relevant legislation governing data protection.

Geze GmbH/ GEZE Iberia SRLU /PortasGC LDA