General Terms of Sale
Unless otherwise agreed in writing, the following conditions apply to our offers, quotations and sales as on 1 January 2020.
1. Offer, conclusion of the contract, execution
1.1 The conditions below are applicable to all contracts concluded with GEZE France. They will be deemed to have been accepted by the buyer by the sole fact of the order being placed. They will remain applicable for the entire duration of the business relationship. The buyer's derogating conditions of purchase will only apply with our written agreement.
1.2 Any document other than these general terms of sale and mainly catalogues, prospectus, advertisements, instructions, has only an informative and indicative value, and no contractual value.
1.3 Our offers are always made without commitment if they are not expressly stated as being firm. The contract takes effect only with our written confirmation and in accordance with its content.
1.4 An order refers to any order relating to our products appearing on our sales documentation, and accepted by our company, accompanied by the payment of the deposit possibly stated on the order form.
1.5 Orders sent to our company are irrevocable for the customer, except in case of written agreement from us. Any request to modify the composition or volume of an order that is placed can only be taken into account by our company, if the request is made in writing, including fax or email, and has reached our company not later than 2 days after receiving the original order. If the customer changes the order, our company will not be under any obligation to adhere to the deadlines committed for its execution.
1.6 We reserve the right to modify the subject of the contract under the following conditions: modification of the product, improvement of its composition as well as the choice of the material.
1.7 The lead times of execution given in an order are accepted by our company and are binding on it only under the following conditions: compliance by the customer with the conditions of payment and payment of deposits, timely supply of technical specifications, no delay in preparatory works or studies, absence of cases of force majeure, social, political, economic or technical incidents hindering the operation of our factories or their supply of components, energy or raw materials.
1.8 The insurance, additional stipulations and modifications of the contract must be in writing.
2. Price and terms of payment
2.1 The current rate can be revised at any time, after prior notification to our customers. Any change in rate will automatically be applicable on the date indicated on the new rate.
2.2 Our prices are fixed by the rate in force as on the day of placing the order. They are always in Euros, excluding taxes and free packaging from our goods depot. The additional costs for storage charges resulting from unforeseen delays on sites are added to the Indicative Public Prices in force for the goods and services indicated in our sales documentation (catalogues, rates, etc.).
2.3 In metropolitan France and Corsica, unit orders other than automatic sliding doors (refer to 2.4 - PAUC) and an invoiced value greater than or equal to €600 excluding taxes will be delivered carriage paid. A fixed transport cost of €26 will be applied for unit orders with a net value less than €600 excluding taxes and which do not concern paragraph 2.4 of the Automatic sliding doors. The costs related to the express delivery by the customer will be directly invoiced with the goods shipped express. Outside mainland France and Corsica, our prices are understood to be free forwarding agent and/or frontier with the same minimum order conditions. The cost of transport outside the metropolitan borders or Corsica is entirely borne by the customer. For all products not described in paragraph 2.4 "PAUC automatic sliding doors" and for any delivery of products directly for ordering customers of GEZE to one of its customers, a lump sum of €40 will be added to the invoice of the delivered products, regardless of the amount of products ordered under the administrative costs incurred.
2.4 Automatic sliding doors (PAUC): The costs related to sending (stand pallet, dedicated transport, etc.) a complete PAUC, e.g. with glazed and mounted leaves, will be re-invoiced to the customer. The GEZE company cannot be held liable if the PAUC is sent in another form at the request of the customer.
2.5 Our invoices are payable by accepted bill, recovered bill of exchange, cheque or transfer, on the due date indicated therein, or by cash payment with a discount rate of 1%.
2.6 The compensation with claims of the buyer, which are disputed and/or not recognised by us as valid, is not possible. The buyer can only exercise a possible right of retention owing to claims relating to the same contract.
3. Delay and postponement of payment
3.1 In case of delay or postponement of payments, late fees will automatically be due on the day following the due date mentioned on the invoice. The most recent REFI refinancing rate of the European Central Bank (ECB) plus fifteen points will be used to calculate these penalties. This rate can, under no circumstances, be less than three times the legal interest rate. An additional fixed penalty per invoice will be applied to cover the collection charges from 1 January 2013, and in accordance with decree No. 2012-1115 of 2 October 2012. This penalty will be equal to the legal rate as on the day of the invoice (fixed, on an indicative basis, at €40 as on 1 January 2013). In accordance with the law, the late fees are payable without requiring a prior reminder.
3.2 If the buyer is late in payment or if there are concrete indications of a present insolvency of the buyer, we will be entitled to stop the continuation of work relating to the orders in progress; moreover, we are entitled to demand the advance payment for all receivables, even those which are not yet due (including deferred amounts), or a sufficient corresponding guarantee. If the buyer does not meet this requirement, we will be entitled to terminate the contract(s) and invoice the costs incurred till then (including lost profits).
3.3 If a buyer places an order with our company, without having paid for the previous order(s), our company may refuse to fulfil the order and deliver the goods concerned. In this case, the buyer cannot plead an unjustified refusal to sell or claim any compensation.
4. Delivery periods, late delivery, impossibility
4.1 The delivery periods are given only on an indicative and informative basis, and mainly depend on the availability of carriers and the order in which the orders come in.
4.2 If the buyer makes changes to an order, it will result in a reasonable extension of the delivery period. Our company strives to comply with the delivery periods that it indicates at the time of accepting the order, except in case of force majeure, or under circumstances that are beyond its control, such as strikes, lockouts, delay in the delivery of raw materials, essential materials or parts by our subcontractors, frost, fire, storm, flood, epidemic, without this list being exhaustive. This is also the case if these circumstances arise on the premises of our suppliers.
4.3 We also decline any responsibility for the mentioned circumstances if they arise during an already existing delay. We are entitled to terminate the contract if we are unable to predict the end of these circumstances that are beyond our control. Any delay with respect to the indicative delivery times set out initially cannot justify a termination of the order placed by the customer and recorded by our company. Delays in delivery also do not entail any modification of the contract and cannot lead to damages. The penalty clauses provided in the business documents of our buyers are not binding on us.
5. Transfer of risk, reception, partial delivery, insurance
5.1 The risk is transferred in all cases to the buyer from the GEZE (Ex-Work) goods depot.
5.2 At the request of the buyer, we will obtain, at its expenses, an insurance covering all the insurable risks.
5.3 The reception, without reservations, of the products ordered by the buyer covers any obvious defect and/or missing product.
5.4 In case of damage to the goods delivered or in case of missing goods, it is the responsibility of the buyer to raise all the necessary reservations with the carrier. Any product for which no reservations have been raised by registered letter with acknowledgment of receipt within 3 days from its receipt from the carrier, in accordance with article L.133-3 of the commercial code, and a copy of which will be sent to our company, will be deemed accepted by the buyer.
5.5 Without prejudice to the measures to be taken by the customer vis-à-vis the carrier as described in article 5.4, in case of obvious defects or missing products, any complaint, irrespective of its nature, relating to the delivered products, will only be accepted by our company if it is made by registered letter with acknowledgment of receipt, within the period of 3 days provided for in article 5.4. It is the responsibility of the buyer to provide all the justifications as regards the reality of the defects or missing products observed. When, after checking, an obvious defect or a missing product is indeed observed by our company or its agent, the buyer can request our company only for the replacement of the non-compliant items and/or the supplements to be provided to fill the missing elements at the company’s expenses, without the latter being able to claim any compensation or cancellation of the order.
5.6 The complaint made by the buyer under the conditions and as per the terms described in this article does not suspend the payment by the buyer of the goods concerned.
5.7 Under no circumstances can our company be held liable for incidents during transport, destruction, damage, loss or theft, even if it has selected the carrier.
6. Delay in taking delivery, on-call orders
6.1 If the buyer does not take delivery of the subject of the contract within the specified time-limit, we shall be entitled to demand payment and, depending on the case, either immediate collection or reception, or to fix a reasonable extension of the time-limit. If this new deadline is passed, we will be entitled to dispose off of the subject of the contract by other means, and can also terminate the contract or demand damages for non-performance. If we demand the latter, we will be entitled to claim, without requiring documentary evidence and as compensation, 25% of the agreed price excluding taxes. We reserve the right to claim greater damage, insofar as it has indeed been caused to us.
6.2 Unless otherwise stipulated, the on-call orders confirmed by us must be taken not later than a period of 2 weeks from the date of confirmation. The same applies in case of postponements of the date or the setting up of subsequent calls. If the goods are not called for within the agreed or mentioned time-periods, the provisions of paragraph 6.1 are applicable accordingly.
7. Resolutory clause – retention of title clause
The buyer acknowledges to have been fully informed about the fact that our sales are concluded with retention of title on the one hand, and that any failure by the buyer to perform any of its obligations will result, should we deem fit, in the automatic termination of the contract of sale.
7.1 Resolutory clause
In the absence of payment on the due date, or in the event of the non-performance of any of the buyer's obligations, the contract of sale will be automatically cancelled, without any legal formality, eight days after a formal notice, by registered letter remains without any response, without prejudice to any damages that could be claimed by the buyer.
7.2 Transfer of ownership
In pursuance of the law of 12.05.1980, the provisions of which the buyer acknowledges to being fully informed about and accepts, all our sales are concluded with retention of title. Consequently, the transfer of the ownership of the sold goods to the buyer is suspended until full payment of the price. If a business cheque has been provided, payment will be deemed to have been made only upon actual encashment. The risks are borne by the buyer upon delivery of the sold goods subject to ownership. The buyer must ensure its storage, maintenance and use at its own expenses and risks. It will be responsible for any damage caused by the goods from the time of delivery. The buyer must ensure, until the ownership is transferred to it, the proper maintenance of the identification codes affixed by the seller on the goods in accordance with the mentions of the sales documents. The buyer will be required to keep the marks, affixed by the seller, in their place in order to inform third-parties about its right of ownership on the goods concerned. It will be responsible to ensure that they are kept properly.
When the identification cannot be provided directly on the goods, the buyer undertakes to reserve, on an exclusive basis, a place to keep them; this reservation will be established by any means that are likely to show the seller's ownership on the goods. The buyer will be required to object, by any pleas in law, to the claims that third-parties could make with respect to the sold goods by means of seizure, confiscation or equivalent procedures. It must, as soon as it becomes aware about the same, notify the seller about it to allow the latter to safeguard its interests.
If it is not the owner of the premises where it exercises its activity, it must inform the lessor about the legal situation of the sold goods and provide proof of the completion of this formality to the seller. The same obligation to inform and justify will be incumbent in case of registration of a pledge on the business that it operates or the transfer of this business. Any operation that could lead to affecting the possibility for the seller to take back the goods as is or to even change the legal situation of all or a part of the sold goods, such as, for example, consumption by the buyer, processing or incorporation into other goods, can only be carried out, with the seller's prior agreement in writing, after full payment of the price of the goods. The seller, or any person appointed by it, can, at any time, during the duration of the retention of title, carry out any control that it deems necessary for the purpose of ensuring strict compliance with these stipulations. By express agreement, our company can enforce the rights that it holds under this retention of title clause, for any of its receivables, on all of its products in the customer's possession, with the latter being conventionally presumed to be those that are not paid for, and our company can take them back or claim them as compensation for all its unpaid invoices, without prejudice to its right to cancel the sales in progress.
The seller taking back the claimed goods obliges the buyer to compensate for the damage resulting from the depreciation and, whatever the circumstances, from the unavailability of the goods concerned. Accordingly, the buyer must pay, under a penalty clause, a compensation fixed at 3% of the agreed price per month of possession of the goods taken back. If the termination of the contract renders the seller liable to pay the advance payments received from the buyer, it will be entitled to offset this obligation with the claim arising from the application of the aforementioned penalty clause.
All provisions of the general conditions of purchase of the customer that seek to exclude or result in excluding the application of this retention of title clause, are deemed unwritten and unenforceable with respect to the seller.
8. Warranty, responsibility
8.1 All our door fitting products have a 2-year warranty. The automatic door mechanisms as well as the peripherals have a 2-year warranty from the time of their installation. The warranty covers all manufacturing or appearance defects provided that the equipment is installed by duly qualified professionals, as per our installation instructions, standards and the regulations in force and is used under normal operating and maintenance conditions. Our liability cannot be sought in case of non-compliance with these requirements. Any complaint must be made in writing, if it pertains to obvious defects, within a period of 8 days, from the receipt of the goods and within a period of 2 years from the time of installation or delivery, and in the case of concealed defects, it must act within a period of 2 years from the date on which the defect was observed. To be admissible, the complaints must be stated in detail and in an accurate manner, in particular with regard to the observed defects.
8.2 The security systems and automatisms have a warranty of 2 years from their installation. The security systems and automatisms are subject to a minimum half-yearly and regular maintenance by GEZE or a certified person under a maintenance contract signed with us within a period of 3 months following the installation. The spare parts for automatic doors and security systems are subject to a 2-year warranty from the date of invoice.
8.3 Any buyer who deems it necessary to invoke the warranty must contact its direct supplier. The repair or replacement of parts, during the warranty period, cannot lead to extending the warranty period of the equipment. We reserve the right to make several repairs or exchanges. The warranty is strictly limited to the repairs, the exchange of the parts recognised by us as defective or causing the malfunction of the device or to a replacement by an identical part. No labour costs, travel expenses or any other damages, mainly for loss of use, can be claimed. The returned parts will become our property. A dispute relating to possible defects in the goods can, under no circumstances, authorise the buyer to suspend or refuse the payment of invoices.
8.4 We accept no responsibility for damage or personal injury that may be caused by the use of our devices. The warranty covers neither the normal wear and tear of moving parts, nor the consequences of abnormal conditions of installation or use. The damage resulting from the following is excluded from the warranty:
- external influences (chemical, electronic, electrical, etc.);
- incorrect installation by the buyer or by a third person;
- poor maintenance.
9. Non-compliance with ancillary obligations
9.1 The advice that we give verbally and in writing as regards the technological applications, calculations, projects, etc. are only intended to inform the buyer about the best possible use of our products. It does not exempt the buyer from the obligation to personally check and ensure the suitability of our products with respect to utility or the use it expects from them.
9.2 If due to faulty non-compliance with the ancillary obligations incumbent upon us, even before the conclusion of the contract, e.g. due to a lack of information or incorrect information, or incorrect instructions, the subject of the contract cannot be used in accordance with the contract, we will accordingly be liable for the same, with the exception of other requirements of the buyer, in accordance with paragraph 8 of these conditions. We, our employees, or our executing agents will only be obliged to compensate for damage due to non-compliance with the ancillary obligations, even before the conclusion of the contract, in the event of gross negligence or wilful misconduct.
10. Automatic doors site acceptance, commissioning and assembly
10.1 The assembly, commissioning as well as site acceptance must be done exclusively by GEZE or a certified/authorised person.
10.2 The date of commissioning must be communicated to GEZE in writing and at least 15 days beforehand. It cannot be done once the checklist is duly completed, indicating an impeccable installation and implementation of the subject.
10.3 As regards the single supply or supply, installation and commissioning of the automatic doors that are the subject of a specific quotation, the special conditions of sale are attached to the quotation provided to the customer.
11. Reshipments – Returns
Goods delivered by us are not taken back. If in some specific cases, we accept to take back goods on an exceptional basis after a prior written agreement, the administrative and devaluation costs taking into account the value of the goods will be collected. These costs may come up to 50% of the value of the product. The reconditioning costs will be invoiced separately. If transport is the responsibility of the customer, it is imperative that the latter organises the physical return of the goods within 2 weeks that follow the authorisation to return. After this period has elapsed, the return will be null and void and will require a new request.
A product will not be temporarily taken back for the following reasons:
- the product does not appear in the return agreement;
- the quantity of physical return is more than agreed;
- the return is not provided with a copy of the validated return agreement;
- internal constraints of GEZE (overstock, etc.);
A product will not be definitively taken back for the following reasons:
- the product is obsolete;
- the product is not in its original packaging;
- the product was purchased as part of a promotion;
- the product or its original packaging is damaged;
- the product has been processed;
- the product is not a standard product (e.g. special execution, special colour, etc.);
- internal constraints of GEZE (overstock, etc.);
Any transport arising from a refusal of goods expressed for the reasons mentioned above will be the responsibility of the customer. During these different exchanges, whether free or paid, the goods travel at the expenses and risks of the sender (GEZE does not accept any shipping by carriage forward, and in case of loss, the carrier's signed slip will be considered valid).
12. Documentation - Intellectual property
12.1 We reserve all the copyrights on all of our documentation, technical drawings, photos, etc., and the latter remain the exclusive property of the GEZE company. Our customers undertake to not use these documents, which could violate the industrial or intellectual property rights of our company and undertake to not disclose them to any third-party.
12.2 The name, logo, brand, or any GEZE visual element cannot be used by our customers, on any type of communication medium whatsoever (soft copy, hard copy, etc.), without the express consent of GEZE.
13. Place of performance, applicable law, partial validity, competent court
13.1 The place of performance for the deliveries is the GEZE goods depot. The head-office of our company in Servon remains the place of performance for payments.
13.2 These conditions are governed by the French law alone.
13.3 The commercial court of the place of the head-office of our company is deemed to have sole jurisdiction for all disputes relating to these conditions.