Sales and delivery terms

§ 1 Scope

The following terms and conditions apply to the sale, delivery and assembly of products from GEZE Sweden (GEZE), unless otherwise agreed in writing.

§ 2 Specific definitions

The term “Contract” means the contract regarding the purchase of Products entered into between GEZE and the CUSTOMER.

"Product" or "Products" means all GEZE products provided for sale at any time.

“Technical Documentation” means any form of technical information, drawings, pictures and other material that GEZE provides or makes available to the CUSTOMER, whether the material is transmitted in physical, electronic or other form.

"End customer" means those who use the Product.

§ 3 Offer

Unless otherwise agreed in writing, the offer is valid for 30 days from the date the offer is created.

§ 4 Tasks and Technical Documentation

All data and information about weight, dimensions, capacity, prices and technical and other data in GEZE’s

marketing materials, including catalogues, prospectuses, circulars, advertisements, imagery and price lists etc., that are provided to the CUSTOMER, are only estimates and should not be regarded as any guarantees or exact information. Technical Documentation may not, without GEZE's written consent, be used for any purpose other than the purpose for which the Technical Documentation is made available to the CUSTOMER and may not be copied, reproduced, transmitted or otherwise disclosed to third parties without GEZE's written consent.

§ 5 Design changes

GEZE reserves the right, without prior notice to the CUSTOMER, to make such changes in design, choice of material, execution, etc. as GEZE deems necessary. However, GEZE is obliged to ensure that the changes do not cause a deterioration in the Products' quality, capacity and essential operating characteristics. Changes made do not entitle the CUSTOMER to any form of compensation.

§ 6 Transport costs and transfer of risk

Sales are made from the factory or point of sale, unless different delivery terms and conditions have been agreed in writing between the parties. The CUSTOMER shall bear all costs and risks associated with the transportation of Products from GEZE's factory or point of sale. The transport must be insured by the CUSTOMER. This paragraph 6 also applies if delivery occurs from GEZE's subcontractors, whereby the subcontractor's point of sale shall apply instead of GEZE's factory or point of sale. Regardless of the agreed delivery terms, GEZE has the right to charge the customer for shipping costs.

§ 7 Prices, invoicing and payment

Price lists show the gross price per piece, unless otherwise specified, without VAT and with reservation for printing errors. GEZE reserves the right to change prices. GEZE has the right to adjust prices in offers and price lists if the exchange rate on which the prices are based when they are set on 1 January each year, change during the current calendar year. Where applicable, GEZE will invoice 80% of the currency adjustment (EUR - SEK) after delivery of the Products.

Invoicing takes place when the goods are delivered and assembly is invoiced when it is completed. Invoices fall due for payment within 30 days of the invoice date, unless otherwise agreed in writing between the parties. Payment shall be made to the account designated by GEZE. If the Customer does not pay on time, GEZE is entitled to charge interest on late payments from the due date until payment is made in accordance with the Swedish Interest Act.

§ 8 Retention reservations

Products sold, including accessories, remain GEZE's property until full payment has been made.

§ 9 Delay

GEZE shall, upon receiving an order, indicate the estimated delivery time. If GEZE finds that the specified delivery date will not be met, GEZE shall notify the CUSTOMER in writing of this with information about a new anticipated delivery time. The CUSTOMER is not entitled to claim that there is a delay in delivery under such circumstances.

GEZE assumes no responsibility for the CUSTOMER's direct or indirect losses due to a delay, except in the event that the delay is due to gross negligence on the part of GEZE. GEZE's liability for delays cannot under any circumstances exceed the purchase price of the Product to which the delay relates. However, if the delay is material, the CUSTOMER is entitled to cancel the purchase.

§ 10 Return of Products

Products will only be accepted as returns after written agreement between the Customer and GEZE. In case of agreed return, GEZE is entitled to invoice the CUSTOMER an amount of 20% of the Product's price.

§ 11 Complaints, errors and limitation of liability

The CUSTOMER is obliged to promptly remedy any defect at the end customer when performing repair or maintenance service. The CUSTOMER is responsible, between the parties, for damage caused by the CUSTOMER to the end customer through neglect.

The CUSTOMER may not claim that the Product is defective if the CUSTOMER does not notify GEZE of the defect within ten (10) days after the CUSTOMER noticed or should have noticed the defect (complaint). If the Customer does not complain within two (2) years after the CUSTOMER received the goods, the CUSTOMER loses the right to complain about the defect. Complaints must be made in writing by completing GEZE's complaint form and any defective parts shall, upon written request, be sent to GEZE for inspection, where the CUSTOMER shall bear the shipping cost.

GEZE undertakes, for a period of 24 months after delivery, to make a redelivery or repair at its discretion, within a reasonable time, if the CUSTOMER proves that there are defects in the Products and complains within the time stated above. If the CUSTOMER, in whole or in part, undertakes repair of the Product himself, GEZE shall have no duty or obligations to the CUSTOMER and the CUSTOMER will lose the right to complain about the Product. For new parts, which have been inserted in connection with repairs carried out by GEZE, the right to complain will expire at the same time as the complaint deadline for the Product in accordance with this paragraph 11.

GEZE's obligations do not cover situations where defects are due to the Products not being assembled, professionally maintained or used fully in accordance with GEZE's instructions, improper or inappropriate use, alterations or technical interventions performed without GEZE's written consent, or extraordinary circumstances such as, but not limited to, climate impact etc.

If repair or redelivery is not performed within a reasonable period after the complaint, the CUSTOMER may demand a price reduction. The CUSTOMER is not entitled to impose any other sanction.

GEZE accepts no liability for indirect or consequential damages, including but not limited to downtime and lost profits. GEZE's liability cannot under any circumstances exceed the purchase price of the Product which is defective.

§ 12 Breach of contract

Both parties have the right to cancel the Contract with immediate effect and claim compensation in case of serious or repeated violations of the terms of the contract by the other party. If one of the parties wishes to invoke breach of contract, the party shall notify the other party in writing within ten (10) days after the first party became aware of the circumstances that constitute the breach of contract and, on the first occasion, when the breach of contract can be remedied, to give them a maximum of ten (10) days to remedy the defect. If, despite the aforementioned procedure, the party fails to remedy the defect, the other party has the right to terminate the Contract without further notice.

A party is also entitled to immediately terminate the Agreement if the other party (i) suspends payments or submits an application for corporate restructuring or is in bankruptcy or (ii) violates the duty of confidentiality, pursuant to paragraph 14.

§ 13 Exemption from liability - force majeure

The following circumstances exempt the parties from liability if they prevent the performance of the Contract or render it unreasonably burdensome: labour conflict, strikes, lockout and other circumstances that the parties do not control, including but not limited to, fire, war, mobilization or unforeseen military call-up, public charges, confiscation, currency restrictions, riots and unrest, defects in the means of transport, defects in the transmission of electricity, water and other sources of supply, general shortages of goods, major redundancies, and errors in or delays of supply from subcontractors. The party wishing to invoke exemption from liability in respect of force majeure shall, without delay, notify the other party in writing of the occurrence and duration of the circumstances. Both parties have the right to cancel the Contract in writing if one of the above circumstances makes the Agreement impossible to fulfil.

§ 14 Duty of confidentiality

Both parties undertake during the term of the Contract and for one (1) year thereafter, to observe unconditional confidentiality regarding all agreements between the parties and regarding other commercial and/or technical circumstances at the other party about which they may become aware in connection with the cooperation and which are not readily available to the public, or which are natural to treat confidentially.

Violation of the duty of confidentiality entails liability.

§ 15 Permits

The CUSTOMER is responsible for obtaining and paying the cost of the necessary permits for delivery of the Products.

§ 16 Miscellaneous

The CUSTOMER is obliged to provide appropriate instructions regarding the properties of Products supplied downstream, except if it can be reasonably assumed that such properties are generally known, and shall otherwise provide packaging, instruction manuals, etc. with the necessary descriptions and warning texts.

§ 17 Choice of law and court

The Contract is subject to Swedish law and any disputes arising from this Contract shall be decided by an ordinary court in the place where GEZE has its registered office.