General terms and conditions
The terms and conditions given hereinafter apply to all contracts concluded by us. Our order confirmation, the sale of any product, the deliveries and construction work performed by us are subject to these conditions. Deviating terms and conditions of purchase of the customer shall only apply with our written consent.
I. Offer, conclusion of contract and contract content
1. We are not obliged to accept an order that has been placed. All orders constitutes an offer to us to buy a product and are subject to acceptance by us, and we will confirm such acceptance to the customer by sending our order confirmation. The contract is only concluded with our written confirmation and according to its contents or by delivery. Assurances, collateral agreements, additional deliveries not expressly listed in our order confirmation and changes to the contract must be made in written form to be valid.
2. Our offers are always subject to change. Quantities and performance data specified in the offer are only approximate. Drawings and descriptions attached to the offer are for information purposes only. We reserve the right to make changes to the subject of the contract without prior notice during the delivery period, provided that the subject of the contract and its appearance are not altered in a way that is unreasonable for the customer. Reasonable are in particular technical changes, improvements to the latest Technology and science, improvement of design and material selection.
3. Partial deliveries are permitted.
II. Prices and terms of payment
1. Additional charges will be made to the confirmed prices for deliveries and work which are expressly stated:
a) Additional costs of assembly work, storage and material management costs for unexpected interruptions due to delays on the part of the customer;
b) overtime and surcharges for night, holiday or Sunday work, which are demanded by the customer or his representative;
c) excess deliveries not expressly listed in our order confirmation;
d) Packaging and insurance.
2. The amounts invoiced for goods and services are based on our price list or the applicable assembly charge rates.
3. Our prices are calculated in EURO, if nothing to the contrary has been agreed in the individual agreement. Unless explicitly stated otherwise, the prices quoted do not include VAT. They are ex works including loading, but excluding packaging, transport and insurance costs.
4. Our claims are due immediately upon receipt of the invoice by the customer. Payment must be made without any deductions and free of charges to the account specified by us. If in case the object of the contract also includes assembly services, we are entitled to demand partial payments in the amount of the value of the respective proven service, in particular delivery of goods, before invoicing. In the case of partial delivery according to point I.3, we are entitled to issue an invoice after each partial delivery. The same applies if the customer is in default of acceptance of goods deliveries.
5. Bills of exchange and cheques shall only be considered as payment when they are honoured. Bills of exchange shall only be accepted on account of performance and only after written agreement, provided they are discountable. Discount charges shall be calculated from the due date of the invoice amount. Discount and other bill of exchange costs shall be charged to the customer. Deduction of discount for payments by bill of exchange is not permitted.
6. The retention of payments due to any counterclaims of the customer or their offsetting is only permissible if these have been legally established or are not disputed by us. The customer may only assign his rights from the contractual relationship with our prior written consent. An assignment without our prior written consent is absolutely ineffective.
7. If a significant deterioration in the financial circumstances of the customer occurs after conclusion of the contract, we can demand advance payments or security within a reasonable period and refuse performance until payment or performance of the security. If the customer refuses or the deadline expires without result, we are entitled to withdraw from the contract or to demand compensation for damages due to non-fulfilment.
8. Any payments received by us shall first pay compound interest, then interest and ancillary charges, then the pre-litigation costs if these were necessary for appropriate legal prosecution (such as costs of a collection agency or lawyer called in) and then the outstanding amount, starting with the oldest debt.
III. Default of payment, deferment
1. In the case of late payment or deferment of payment, we are entitled, subject to the assertion of greater actual damage caused by default, to demand interest at a rate of 5% above the respective discount rate.
2.If the customer defaults on a payment, we may stop further work on current orders and demand immediate advance payment of all claims, including those not yet due, including bills of exchange and deferred amounts, or corresponding securities.
3. In the case of delay in payment, we shall be compensated for all pre-litigation costs incurred by us, insofar as they were necessary for appropriate prosecution. The costs of a debt collection agency or the costs of a lawyer shall be viewed as necessary for appropriate legal prosecution, provided that the lawyer charges according to the respective applicable tariff. If we carry out the dunning process ourselves, we are entitled to charge an amount of € 10.00 for each reminder sent.
IV. Delivery time, delay in delivery
1. The delivery period to be agreed separately shall commence on the date of dispatch of the order confirmation, but not before the complete provision of the documents, permits, releases to be procured by the customer and not before receipt of any agreed down payment.
2. The delivery time shall be deemed to have been met if the goods have left the factory/warehouse at the agreed time or, if shipment is not possible, at the date when the customer has been notified that the goods are ready for shipment. In the case of delay in delivery, a reasonable period of grace must be set.
3. If we were prevented from fulfilling our obligation by force majeure or by events which we could not avert despite reasonable care in the circumstances of the individual case, the delivery period will be extended to a reasonable extent. If delivery or performance becomes impossible as a result of the aforementioned events, we shall be released from the delivery obligation without the customer being able to withdraw from the contract or demand compensation. If the above-mentioned obstacles occur at the customer's premises, the same legal consequences shall also apply to his obligation to accept. The parties to the contract are obliged to inform the other party in writing immediately of any obstacles of the type described above.
4. If there is a delay in delivery for which we are responsible and the customer grants us a reasonable extension 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 extension is not complied the customer may withdraw from the contract. All further claims of the customer, in particular claims for damages, shall only exist in the event of intent or gross negligence.
V. Delivery, dispatch, transfer of risk and acceptance
1. We deliver within the country postage unpaid and uninsured ex works or branch.
2. In the case of sale by delivery to a place other than the place of performance, the risk shall pass to the customer at the latest when the delivery parts are dispatched to the customer, even if partial deliveries are made and we have assumed other services, e.g. the shipping costs or delivery and installation. At the request of the customer, the consignment will be insured for transport at his expense.
3. If the goods are ready for dispatch and the dispatch or place delivery or acceptance is delayed for reasons for which the customer is responsible, the risk shall pass to the customer upon receipt of the notification of readiness for dispatch by the customer. The notification of readiness for dispatch shall be deemed equivalent to delivery. In this case, we shall store the goods at customer's risk and expense.
4. If dispatch is delayed on the instructions of the customer or his representative, we shall be entitled to invoice the costs incurred by storage at 1% of the invoice value per month. Our rights according to point II.4. remain unaffected.
5. The customer must ensure that the delivery of the goods and the performance of the services can take place without interruption..
VI. Property rights
1. We reserve the right of ownership and copyright to illustrations, drawings and other documents.
VII. Assembly, commissioning, handing over
1. The installation/commissioning/acceptance of the systems and equipment delivered by us may only be carried out by GEZE or a person authorised by GEZE, respectively by GEZE employess.
2. The date of commissioning must be notified in writing at least 14 days in advance by the customer: however, it can only take place after we have been notified by the customer of the proper conditions in accordance with our checklist for on-site services at least 14 days before commissioning. Costs incurred due to incorrect or missing information shall be charged to the customer.
VIII. Property reservation
1. The delivered goods remain our property until all our claims have been paid in full, in particular also until all bills of exchange given in payment have been honoured. Processing or transformation of the goods is always carried out for us as manufacturer, but without any obligation for us. Should the Seller's co-ownership of the goods disposed of expire due to connection, installation or mixing, it is hereby agreed between us and the customer that the customer's co-ownership of the the amount of the invoice value is now transferred to us. The customer shall keep the co-ownership for us without charge. Goods to which we are entitled to ownership are hereinafter referred to as reserved goods.
2. The customer of the goods is authorized to process and sell the reserved goods in the ordinary course of business, but only as long as he is not in default of payment. Pledging or transfer by way of security is not permitted. The claims resulting from the resale or any other legal reason with regard to the reserved goods are already today assigned to us by the customer in full by way of security. In the case of an access of third parties to the reserved goods, the supplier will immediately point out our ownership and inform us immediately of the access of the third party. Any costs or damage to the reserved goods arising from this shall be borne by the customer.
3. We are obliged to release securities to which we are entitled on request and at our discretion to the extent that they exceed the open claims to be secured by more than 20%.
4. If the customer is in breach of contract, in particular in default of payment, we are entitled to take back the goods subject to retention of title or, if applicable, to demand the assignment of the customer's claims for return against third parties to ourselves. Our repossession or seizure of the goods subject to retention of title shall not constitute a withdrawal from the contract. All costs of repossession and realisation of the contractual items shall be borne by the customer. The costs of realisation shall amount to 5% of the proceeds of realisation without proof including value added tax. They are to be set higher or lower if we prove higher costs or the customer proves lower costs. The proceeds shall be credited to the customer after deduction of the costs and other possible claims to which we are entitled.
1. If a defect already existing in the delivered goods at the time of delivery occurs, only improvement or replacement of the goods can be demanded for the time being, unless improvement or replacement is impossible or would involve 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 inconvenience associated with it. Whether improvement or replacement is carried out is at our discretion.
2. If improvement as well as replacement is impossible or involves a disproportionately high effort for us, the customer has the right to a price reduction or, if the defect is not minor, the right to rescission. The same shall apply if we refuse to carry out the improvement or replacement or fail to do so within a reasonable period of time, if such remedies would cause considerable inconvenience to the customer or if they are unreasonable for the customer for valid reasons.
3. The Customer must notify any defect in writing within 7 days, otherwise all claims will be excluded. This regulation does not apply to consumer transactions according to the Consumer Protection Act.
4. No warranty is given for defects caused by unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, normal wear and tear, faulty or negligent handling or maintenance, unsuitable equipment or replacement materials, defective installation work, chemical, electronic or electrical influences. Our warranty obligation shall also be cancelled by modifications or repair work carried out improperly by the customer or third parties without our prior written approval. Furthermore, it also expires if our currently valid assembly and adjustment guidelines or the assembly guidelines of suppliers whose products are connected to ours or if third parties change the adjustment without authorization.
5. Excluded are all further claims of the customer including claims for damages. This shall not apply in so far as the cause is to be found in, in gross negligence or intent.
6. The warranty period for systems that are installed or commissioned by us is 12 months from the date of commissioning. The warranty period for deliveries of goods and spare parts are 12 months from delivery.
7. The warranty is not extended by the replacement of defective objects or parts. Replaced parts become our property. We will not reimburse the costs of remedying defects carried out by the customer or a third party.
8. The warranty for rechargeable batteries is 12 months from delivery or readiness for delivery.
X. Other compensation claims, liability
1. Our verbal and written advice on application technology is only intended to explain to the customer the best possible use of our products; it does not release the customer from his obligation to convince himself of the suitability of our products for his intended purpose by means of his own testing. The customer is obliged to ensure that our verbal and written application-related advice is passed on for the intended and safe use of our products.
2. If the object of the contract cannot be used in accordance with the contract due to culpable violation of the secondary obligations incumbent on us even before conclusion of the contract, e.g. due to omitted or faulty advice or incorrect instructions, the provisions under Section IX of these terms and conditions shall apply accordingly to our liability to the exclusion of further claims of the customer.
3. For the breach of secondary obligations, positive breach of contract as well as tort, we or our vicarious agents are only obliged to pay damages in the case of serious negligence or intent to the extent permitted by law. The liability is also limited for grossly negligent breaches to compensation for the damage foreseeable at the time of the conclusion of the contract.
The GEZE fitters and partners commissioned by GEZE are not authorised to make binding statements regarding complaints. They are not authorised to carry out work whose services have not been contractually accepted by GEZE. They are not authorised to accept verbal orders.
XII. Place of fulfilment, place of jurisdiction
1. Place of performance for our deliveries and services is the respective place of departure of the goods. Place of performance for the payment of the purchaser is our registered office in Zagreb.
2. The law of the Republic of Croatia applies, excluding the UN Convention on Contracts for the International Sale of Goods.
3. The exclusive jurisdiction of the competent Croatian court is agreed as place of jurisdiction.
We store data of our customers as part of our mutual business relationships in accordance with applicable data protection regulations, particularly the European General Data Protection Regulation and the Croatian Data Protection Act.