General Terms and Conditions
I. Quotation, Conclusion of Contract and Subject Matter of Contract
1. All contracts made with us are concluded exclusively on the basis of the following conditions. Any deviating purchasing conditions of the ordering party only apply with our written consent. VOB Part B (German Construction Contract Procedures) applies to construction services with priority over the following conditions.
2. Our quotations are always subject to change. The contract shall come into effect only upon our written confirmation and in accordance with the subject matter thereof or by means of delivery. Assurances, subsidiary agreements and additional deliveries which are not expressly listed in our order confirmation as well as any amendments made to the contract, shall be invalid unless they are made in writing. We are not obligated to accept an order that has been placed.
3. Specifications of quantity and services given in the quotation are only approximate. Drawings and descriptions attached to the quotation are provided for informational purposes. We reserve the right to make changes to the contractual object without prior notice during the delivery time if the contractual object and its appearance do not experience any changes that are unreasonable for the ordering party. Especially technical changes, improvements in accordance with the state of the art in science and technology, improvement in the design and material selection are considered as reasonable changes.
4. Partial deliveries are admissible.
II. Prices and Terms of Payment
1. In addition to the confirmed prices for deliveries and work, which are expressly stated, the following are subject to additional charge:
a) Additional costs for assembly work, storage and material administration costs in the event of unforeseen interruptions due to delays on the part of the ordering party;
b) Overtime and surcharges for night, public holiday or Sunday work required by the ordering party or his representative;
c) Excess deliveries which are not expressly listed in our order confirmation;
d) Packaging and insurance.
2 The invoice amount for goods and services is based on our price list or the installation rates that are valid at the time.
3. Unless otherwise agreed, our prices are quoted in euros. Unless explicitly stated otherwise, the prices quoted do not include value added tax. Prices are ex works including loading, but excluding packaging, transport and insurance costs.
4. Payment is due immediately upon receipt of the invoice. Payment shall be made to the account specified by us without any deductions and free of charges. If the subject matter of the contract also includes installation services, we shall be entitled to demand partial payments prior to invoicing in the amount of the value of the respective proven service, in particular delivery of goods. In the case of partial deliveries in accordance with Section I.4, we shall be entitled to submit an invoice after concluding each partial delivery. The same shall apply if the ordering party defaults on acceptance of the goods.
5. Bills of exchange and checks shall be considered as payment only when they have been credited. Bills of exchange shall only be accepted on account of performance and only after written agreement subject to their discountability. Discount charges will be calculated from the due date of the invoice amount. Discount and other exchange costs shall be borne by the ordering party. Cash discounts for payments by bill of exchange are excluded.
6. Retaining payments due to potential counterclaims of the ordering party or offsetting them is only permissible if these have been legally established or are not disputed by us. The ordering party may only assign his rights from the contractual relationship with our prior written consent. Assignment without prior written consent is absolutely invalid.
7. If, after the contract is concluded, a significant deterioration in the financial circumstances of the ordering party should occur, we may demand advance payments or security within a reasonable period and refuse performance until our contract has been fulfilled. If the ordering party refuses to comply or if the grace period is lapsed, then we shall be entitled to withdraw from the contract and demand compensation for damages on grounds of non-fulfilment.
8. Payments received by us shall first repay compound interest, then interest and incidental expenses, then the pre-litigation costs, if these were necessary for appropriate prosecution (such as costs of a collection agency or lawyer we have engaged) and then the outstanding principal, beginning with the oldest debt.
III. Default of Payment, Deferment of Payment
1. In the event of late payment or deferment of payment, we shall be entitled, subject to the assertion of a greater actual damage caused by default, to demand interest in the amount of 5% above the respective discount rate.
2. If the ordering party is in arrears with a payment, we may discontinue further work on current orders and demand immediate advance payment of all receivables, including those not yet due, as well as bills of exchange and deferred amounts, or corresponding securities.
3. In the case of advance payment, the ordering party may only deduct interim interest in the amount of 5% p.a. If the ordering party does not comply with our request for advance payment or provision of security within a reasonable period of time, Clause II.7 shall apply accordingly.
4. In the event of default in payment, all pre-litigation costs incurred by us shall be reimbursed to us to the extent that they were necessary for appropriate prosecution. The costs of a debt collection agency or attorney's fees shall be deemed necessary for appropriate prosecution, provided that they are charged in accordance with pertinent tariffs. In the event that we ourselves carry out the dunning process, we shall be entitled to charge an amount of EUR 10.00 per dunning notice.
IV. Delivery Time, Delay in Delivery
1. The delivery period to be agreed upon separately begins on the day the order confirmation is dispatched; however, not before the complete presentation of all documents, approvals, clearances to be provided by the ordering party, and not before receipt of any agreed upon advance payment.
2. The delivery time shall be deemed as complied with if the goods have left the factory/warehouse at the time agreed upon or, if shipment is not possible the ordering party has been notified that goods are ready for shipment. A reasonable grace period must be granted for late deliveries.
3. The delivery period shall be reasonably extended if we have been prevented from fulfilling our obligations due to force majeure or events that we could not avoid despite taking precautions that are reasonable in the circumstances. If delivery or performance is rendered impossible by the aforementioned events, we shall be released from our delivery obligation without the ordering party being entitled to withdraw from the contract or claim damages. If the aforementioned hindrances occur on the ordering party’s premises, the same legal consequences shall apply to his/her purchasing obligation. The contracting parties are obliged to inform the other party immediately of any hindrances of the aforementioned nature.
4. If there is a delay in delivery for which we are responsible and the ordering party grants us a reasonable grace period of at least 3 weeks with the express declaration that he will refuse acceptance of the performance after expiry of this period, and if the grace period is not observed, the ordering party is entitled to withdraw from the contract. All further claims of the ordering party, in particular claims for damages, shall only apply in cases of intent or gross negligence.
V. Delivery, Shipment, Passing of Risk and Acceptance
1. We deliver carriage forward and uninsured ex works or from our subsidiary in Germany.
2. In case of sale by delivery to a place other than the place of fulfilment, the risk is passed to the ordering party at the latest with the shipment of delivery parts, even if partial deliveries are carried out and we have taken charge of other services, e.g. the shipment costs or carriage and set-up. On request of the ordering party, the shipment shall be covered by transport insurance at his/her expense.
3. If the goods are ready for shipment and the shipment or space allocation or acceptance is delayed for reasons for which the ordering party is responsible, then the risk shall pass to the ordering party upon receipt of notification of readiness for shipment.
4. If the shipment is delayed by order of the ordering party or his/her agent, then we shall be entitled to charge the costs resulting from storage, which amount to 1% of the invoice value per month. Our rights pursuant to Section II.4 shall remain unaffected.
5. The ordering party must ensure that the delivery of goods and the performance of services can take place without any hindrances.
VI. Property Rights
1. We reserve title and copyrights to illustrations, drawings and other documents.
VII Installation and commissioning
1. Installation and commissioning of the systems and equipment may only be carried out by GEZE or a specialist company.
2. Notification of the commissioning date must be submitted in writing at least 14 days in advance: however, this may only take place once we have been notified by the ordering party that all conditions are fulfilled as specified in our checklist for on-site services. Costs incurred due to incorrect information shall be borne by the ordering party.
VIII. Retention of Title
1. The delivered goods shall remain our property until full payment of all of our outstanding claims, in particular until all bills of exchange received in payment have been honoured. Processing or modification of the goods shall always be carried out on behalf of us as the manufacturer, although this shall result in no obligation for us. Should the co-ownership of the seller of the sold goods become invalid as a result of connection, installation or mixing of the goods, we and the buyer hereby agree that the co-ownership of the buyer of the now uniform item shall pass to us in the amount of the invoice value. The buyer shall safeguard co-ownership for us at no charge. Goods to which we are entitled to ownership are hereinafter referred to as reserved goods.
2. The buyer of the goods is entitled to process and sell the reserved goods within the scope of ordinary business transactions, but only as long as he is not in default of payment. Pledges or transfers by way of security are inadmissible. Claims arising from the resale or any other legal reason with regard to the reserved goods are hereby already assigned to us by the buyer in full by way of security. In the event of third party access to the reserved goods, the seller shall immediately point out our ownership and inform us immediately of third party access. Any resulting costs or damage to the reserved goods shall be borne by the buyer.
3. We are obliged to release any securities provided to us to cover our receivables which exceed unpaid liabilities by more than 20 % at our discretion.
4. In the event of a breach of contract by the buyer, in particular default in payment, we shall be entitled to repossess the reserved goods or, as the case may be, to demand assignment of the buyer's claims for surrender against third parties to ourselves. Our repossession or seizure of the reserved goods does not constitute a withdrawal from the contract. All costs of redemption and realisation of the contractual objects shall be borne by the ordering party. Realisation costs shall amount to 5% of the realisation proceeds including value-added tax without the need to provide evidence. They are to be increased or decreased if we prove higher costs or the ordering party proves lower costs. The proceeds shall be credited to the ordering party following deduction of the costs and any other claims to which we may be entitled.
1. If the goods delivered have a defect that already existed at the time of delivery, only improvement or replacement of the goods can be demanded initially, unless improvement or replacement is impossible or would involve a disproportionately high expense for us. Whether this is the case depends on the value of the defect-free goods, the severity of the defect and the resulting inconvenience. It is at our discretion to decide whether improvement or replacement is to be carried out.
2. If both improvement and replacement are not possible or would involve a disproportionately high expense for us, the buyer shall be entitled to demand a reduction in price or, if the defect is severe, the right to rescission. The same shall apply if we refuse to rectify or replace the goods or do not do so within a reasonable period of time, if these remedies would involve considerable inconvenience for the buyer or if they are unreasonable for valid reasons.
3. The buyer must notify us in writing of any defect within 7 days, otherwise all claims shall be excluded. This provision does not apply to consumer transactions under the KSchG (German Consumer Protection Act).
4. We shall not assume warranty for defects caused by unsuitable or improper use, faulty installation or commissioning by the buyer or third parties, natural wear and tear, faulty or negligent handling or maintenance, unsuitable operating materials or replacement materials, defective installation work, chemical, electronic or electrical influences. We shall not assume warranty obligation if improper changes are made or maintenance work is carried out by the buyer or by a third party without our prior consent. This shall also expire in the event of non-compliance with our valid assembly and installation guidelines or the installation guidelines of suppliers whose products are connected to ours or if third parties change the settings without authorisation.
5. All further claims of the ordering party shall be excluded, including claims for damages, unless in cases of gross negligence or wilful intent.
6. The warranty period for systems installed and commissioned by us is 36 months from the time of commissioning. The warranty obligation for deliveries of goods and spare parts is 24 months from the time of delivery.
7. The warranty shall not be extended as a result of the replacement of defective objects or parts. Replaced parts become our property. We shall not reimburse the costs of any remedy of defects carried out by the client or a third party.
8. The warranty period for rechargeable batteries is 12 months from delivery or readiness for delivery.
X. Other Compensation Claims, Liability
1. Our verbal and written technical application advice shall merely explain to the ordering party the best possible use of our products; it shall not release the ordering party from their obligation to ascertain the suitability of our products for the intended purpose by means of their own examination. The ordering party is obliged to ensure that our technical application advice is passed on verbally and in writing for the intended and safe use of our products.
2. If the subject matter of the contract cannot be used in accordance with the contract due to culpable violation of the accessory obligations incumbent upon us, even prior to the conclusion of the contract, e.g. due to omitted or incorrect advice or incorrect instructions, the provisions of Section IX. of these terms and conditions shall apply mutatis mutandis to our liability to the exclusion of further claims by the ordering party.
3. We or our vicarious agents shall only be liable for damages in the event of breach of ancillary obligations, positive breach of contract or tort within the scope of what is legally permissible in the event of gross negligence or intent. For grossly negligent breaches, liability shall also be limited to compensation for the damage foreseeable at the time of conclusion of the contract.
GEZE fitters are not authorised to make binding statements regarding complaints. They are not authorised to carry out work for which GEZE has not contractually assumed responsibility. They are not entitled to accept verbal orders.
XII. Place of Performance, Place of Jurisdiction
1. The place of performance for our goods and services is the respective place from which goods are dispatched, for payment by the ordering party this shall be our registered office in Salzburg.
2. The law of the Republic of Austria shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.
3. The exclusive jurisdiction of the competent court or provincial capital Salzburg is agreed as the place of jurisdiction.
GEZE Austria GmbH
Salzburg Regional Court