General terms and conditions for the sale, delivery and installation of products from GEZE Danmark

§ 1 Area of application

Section 1 The following terms and conditions apply to the sale, delivery and installation of products from GEZE Danmark to the extent that they are not waived by any other written agreement.

§ 2 Special definitions

1. Prior Sale means that after submitting an offer to the buyer, GEZE sells the offered product to another party before receiving the buyer's acceptance.

2. Technical Documentation means any form of technical information, drawings, pictures and other material that GEZE delivers to the buyer, whether the material is delivered in physical, electronic or any other form.

§ 3 Offers

1. In the absence of any other indication, offers are valid for 30 days from the date on the offer. All offers are submitted subject to Prior Sale.

§ 4 Indications and Technical Documentation

1. All indications and information about weight, dimensions, capacities, prices, as well as technical and other data in GEZE's marketing material, including in catalogues, prospectuses, circulars, advertisements, graphical material, price lists, etc. are for guidance purposes only.

2. Technical Documentation must not be used without the consent of GEZE for any purpose other than the purpose of the transfer, and must not be copied, reproduced, transmitted or disclosed to a third party, without GEZE's written consent.

§ 5 Design changes

1. GEZE reserves the right, without prior notice to the buyer, to make such changes in the design, choice of materials, workmanship, etc. as GEZE deems necessary. However, GEZE has an obligation to ensure that the changes do not cause any deterioration in the quality, capacity and significant usage characteristics of the products sold.

2. Changes made do not entitle the buyer to any form of compensation.

§ 6 Transport costs and transfer of risk

1. Sales are made ex. factory. The buyer must therefore bear all costs and risks associated with transporting the purchased products from GEZE's place of business. The transport must be insured by the buyer, cf. Article 13.

2. If GEZE must install the purchased products for the buyer, the transport costs are included in the offer. However, the risks associated with transporting the purchased products shall be borne by the buyer. The transport must be insured by the buyer, cf. Article 13.

3. Paragraphs 1 and 2 also apply where delivery is conducted by GEZE's subcontractors.

4. Unless otherwise agreed, the buyer will be charged for kilometres travelled in connection with service and repair in a round-trip between the seller's current address (Jutland: Holger Danskes Vej 23A, 8960 Randers SØ - Zealand: Mårkærvej 13 J-K, 2630 Tåstrup) and the address where the servicing is performed.

§ 7 Invoicing and payment

1. Invoicing is done after the product is dispatched.

2. Installation is invoiced after it is completed.

3. The payment terms are 30 days net, unless otherwise agreed.

4. If the buyer does not pay on time, GEZE shall be entitled to calculate penalty interest from the due date and until payment is made with interest according to the Interest Rate Act, which is currently equivalent to the lending rate most recently determined by Denmark’s National Bank on 1 July or 1 January, plus 7%.

5. The place for fulfilment of the buyer's payment obligation is GEZE's place of business.

§ 8 Conditions of ownership

1. The sale item, including everything belonging thereto, shall remain GEZE’s property until the purchase price has been paid in full. Payment by check, bill of exchange, debt certificate or by electronic means of any kind shall not be deemed to be a payment until the amount has been lodged into the account designated by GEZE, without any possibility of reversal.

§ 9 Delay

1. Delivery times will be stated according to GEZE's best estimate.

2. However, if GEZE believes that a stated delivery date cannot be complied with, GEZE must notify the buyer thereof in writing, providing information regarding a new expected time.

3. GEZE assumes no responsibility for the buyer’s direct or indirect losses caused by the delay. However, if the delay is considered to be significant, the buyer is entitled to cancel the order.

§ 10 Deficiencies and adjustment of liability

1. Any complaints must be made in writing, and any defective parts must be submitted to GEZE for inspection upon request. Shipping will be at the buyer's expense. GEZE undertakes, for a period of 24 months after delivery or installation, to perform redelivery or repair at its own discretion, without undue delay, if the buyer documents that there were deficiencies in the delivery.

2. In the case of new parts inserted in connection with repairs in accordance with paragraph 1, the complaint period expires at the same time as the complaint period referred to in paragraph 1.

3. GEZE's obligations pursuant to paragraph 1 do not include cases where the defect is due to the fact that the sold product was not installed, maintained and used in full compliance with GEZE's instructions, incorrect or inappropriate use, changes or technical interventions made without GEZE's written consent, or extraordinary climatic impact, etc.

4. Products or parts can only be returned by prior agreement with GEZE. A return form must be completed, signed and enclosed. The form can be found at GEZE only accepts returned products that are in their original and undamaged packaging. Returned products shall be sent to: GEZE Danmark Service, Holger Danskes Vej 23A, 8960 Randers SØ.

5. GEZE accepts no liability for indirect losses and consequential damages, such as operating losses and lost profits, and GEZE's liability for damages can never exceed the purchase price for the part of the delivery that is defective or delayed.

§ 11 Product liability

1. If a product or parts thereof supplied by GEZE cause damage to something that is mainly intended for commercial use, GEZE can only be held liable if it is documented that the damage was caused by an error committed by GEZE. The liability for such property damage, including damage to items produced by the buyer, may not exceed DKK 3,500,000.

2. GEZE will never be liable for operating losses, loss of profit or any other indirect loss.

3. The buyer shall indemnify GEZE if GEZE is liable to third parties to the extent that such liability extends beyond the limits set out above. In this connection, the buyer is obliged to allow itself be sued in the same court that deals with any claim for damages against GEZE.

4. If a third party claims damages for product damage, the parties shall be required to mutually notify each other and report the claim to their insurance company.

5. The buyer has a duty to properly instruct any co-contractors regarding the properties of the delivered products, to the extent that this cannot justifiably be presumed to be known, and shall in addition provide packaging, instructions etc. with appropriate descriptions and warnings. The buyer is also obliged, as far as possible, to ensure that similar procedures are followed in the subsequent stages of sales.

§ 12 Exemption from liability - force majeure

1. The following circumstances give rise to exemptions from liability for the parties if they prevent the performance of the agreement or render it unreasonably burdensome: Labour conflict, strikes, lockout and any other circumstance which the parties do not control, such as but not limited to, fire, war, mobilization or unforeseen military summons, public orders, seizure, currency restrictions, riots and unrest, lack of means of transport, irregularities in the supply of electricity, water, and other utilities, general scarcity of goods, cancellation of major works, and deficiencies or delays of supply from subcontractors due to any of the circumstances mentioned in this paragraph.

2. A party wishing to claim an exemption from liability or force majeure shall notify the other party in writing without undue delay about the occurrence and expected duration of the situation.

3. Either party is entitled to notify the other party in writing that the agreement is cancelled, when its performance becomes impossible due to the circumstances referred to in paragraph 1.

§ 13 Buyer's insurance obligation

1. From the time when the risk passes from GEZE to the buyer, the buyer is obliged to take out comprehensive insurance (All-risk) for delivery and all installation costs. The insurance must remain in effect until final payment has been made to GEZE.

2. Until payment has been made, GEZE shall have the right to request documentation demonstrating compliance with paragraph 1.

§ 14 Permits

1. The buyer is responsible for obtaining the necessary permits for the performance of the delivery and shall pay the costs thereof.

§ 15 Specifically concerning installation

1. If installation is covered by the purchase agreement, the conditions in this Article shall apply. It is emphasized that GEZE's installers are not authorized to receive or process complaints on GEZE's behalf.

2. The buyer is responsible for ensuring that the installation can be started at the agreed time, and that the work of the buyer and other suppliers is organized in such a way that GEZE's installation can be completed in an uninterrupted period after its commencement. The installation site must be tidy, and all necessary installation components must be present, so that the installation can be started without delay. The buyer shall provide auxiliary manpower, equipment and facilities for bringing in, internal transport at the installation site, scaffolding, shielding, light, power, water, steam, compressed air, heat and oil, etc. free of charge.

3. If the installation work necessitates alterations or repairs to the buyer's existing buildings, fixtures or other installations, it is the buyer's responsibility to provide for this and to pay the associated costs.

4. The above will also apply if the buyer's own personnel carry out the installation under the supervision of an installation manager provided by GEZE.

5. GEZE's costs related to delays caused by the buyer's circumstances or the buyer's other suppliers, shall be covered by the buyer.

6. The buyer must not use GEZE's personnel for any work other than has been expressly agreed. If the buyer, in violation of this, uses GEZE's personnel for other work, GEZE shall have no responsibility for the personnel or the work performed. Any liability pursuant to DL 3-19-2 will thus be borne by the buyer.

7. The buyer will inform GEZE regarding the applicable safety regulations at the installation site, and GEZE undertakes to instruct its dispatched personnel to comply with these regulations.

8. Delays and extra work will be settled separately according to daily prices.

§ 16 Applicable law and jurisdiction

1. The legal venue for any disputes arising from the purchase agreement is GEZE’s local court.