General Terms and Conditions

1. Definition

In these conditions, unless the context requires otherwise:

1.1 "the Buyer" means the party to whom this document is addressed and who buys or agrees to buy the Goods from the Seller;
1.2 "the Conditions" means the terms and conditions of sale as set out in this document and any additional terms and conditions agreed in writing by the Buyer and the Seller;
1.3 "the Contract" means the contract for the sale and purchase of the Goods and/or the provision of Services to which these Conditions will be appended;
1.4 "the Goods" means the items which the Buyer buys or agrees to buy from the Seller;
1.5 "the Seller" means GEZE Gulf LLC;
1.6 "the Services" means the services provided or to be provided by the Seller to the Buyer.

These definitions shall apply whether the transaction is for the supply of goods or for the provision of services or for both the supply of goods and the provision of services.

2. Contract Conclusion

All contracts made with the Seller are concluded exclusively on the basis of the following conditions. Any deviating purchasing conditions of the Buyer only apply with our written consent. Our quotations are always subject to change. A contract shall only be entered into upon our written confirmation or by delivery. The Seller is not obligated to explicitly object to contractual forms or terms and conditions of the Buyer, even if these general terms and conditions state that their validity is an express condition for the business transaction. These general terms and conditions apply to this business transaction, as well as for any future business transactions.

3. Reports, Recommendations and Contract Conditions

3.1 The Seller accepts no liability in respect of any report, recommendation or scheme submitted to the Buyer where no specific charge is made for such report, recommendation or scheme. Where such a charge is made, the Seller's liability shall be limited as hereinafter provided.
3.2 Any variation to these Conditions (including any additional terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by an authorized person of the Seller and the Buyer.
3.3 All business transacted shall be deemed to be on the terms of these Conditions and save as set out in clause 3.2 of these Conditions, no person has any authority to accept any further liability or to make any amendment on the Seller's behalf. In the event of any conflict between these Conditions and any terms or conditions put forward by the Buyer, these Conditions shall prevail.

4. Prices

4.1 The Price of the Goods and/or Services shall be the Seller's quoted price.
4.2 Prices quoted are based on costs ruling at the date of the contract and any variation in the cost of materials, labour and service shall be paid by the Buyer if and to the extent that such variation occurs between the date of the contract and the date or dates when the materials, labor or services are supplied, employed or provided. The Seller is entitled to charge for any additional costs caused by any variation (including amendment and/or any additional requirements) in the original contract or for any costs caused by the Buyer's failure to give (or clarify) required instructions or to accept materials or services when they are due to delivery or performance.
4.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or other information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

5. The Goods/The Services

5.1 The Goods shall be supplied in accordance with the description contained in the Seller's specification and manufactured in accordance with all applicable Standards which relate specifically to the Goods.
5.2 The Seller may from time to time make changes in the specifications of the Goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Goods.
5.3 Any contractual description of the Goods by the Seller relates to the identity of the Goods but only if it relates to a central characteristic of the Goods or to a substantial ingredient in their identity.

6. Delivery

6.1 Delivery is to be as per the terms agreed between the Buyer and the Seller.
6.2 The Seller accepts no liability for any loss or damage resulting from delay in supplying Goods or Services or for their non-supply, and any dates agreed for delivery or performance shall be regarded as estimated only.
6.3 Non-delivery of materials must be reported within 10 days of consignment/invoice date to allow for recovery. Failure to comply will leave this responsibility with the Buyer.
6.4 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without limiting any other right or remedy available to the Seller, the Seller may:
6.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance and interest) of storage; or
6.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

7. Force Majeure

If the supply of Goods or materials or the provision of Services is delayed or prevented by reason of (but not limited to) industrial action, breakage of machinery, Act of God or by any other reason whatsoever outside the reasonable control of the Seller, the period for completion of the contract shall be extended to such extent as is reasonable having regard to the circumstances.

8. Access

Where the Seller is required to perform work at or on (pursuant to its obligations to provide the Services or otherwise) or deliver goods to the Buyer's premises or premises specified by the Buyer, the Seller shall be given uninterrupted access and reasonable facilities during normal working hours for performance of the contract and the Buyer shall accept delivery of, unload, provide suitable protection for and keep secure all materials and goods delivered from time to time.

9. Risk, Property and Retention of Title

The risk in the Goods shall pass from the Seller to the Buyer upon delivery of the Goods to the Buyer. However, notwithstanding delivery and the passing of risk in the Goods, title and property in the Goods, including full legal and beneficial ownership, shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full for all goods delivered to the buyer under this and all other contracts between the Seller and the Buyer for which payment of the full price of the Goods thereunder has not been paid. Payment of the full price of the Goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the Seller and the Buyer under which the Goods were delivered.

9.1 Until such full payment, the Buyer acknowledges that they are in possession of the goods as the Seller' s bailee. The Buyer shall store the goods separately from their own goods or those of any other person and in a manner which makes them readily identifiable as the Seller's goods and shall endorse a memorandum on the Buyer's accounts referring to the Sellers title in the goods.
9.2 If payment is overdue the Seller may (without prejudice to any of their other rights) recover and/or resell the Goods and the Buyer hereby irrevocably licences the Seller or their agents to enter upon any premises where they are stored or where they are reasonably thought to be stored for the purpose of such recovery and/or resale.
9.3 Payment shall become due immediately upon the commencement of any act or proceedings in which the Buyer's solvency is involved.
9.4 In the event of the Buyer purporting to sell the goods to a third party before payment has been made to the Seller any such proceeds of sale shall be received and held by the Buyer as the Seller's agent. The Buyer therefore acknowledges and agrees to stand in a fiduciary relationship to the Seller and must strictly account to the Seller the proceeds.
9.5 Any processing or modification of our goods will always be on behalf of Seller as the manufacturer, however without obligation to us. If the articles supplied by Seller are permanently connected or mixed with articles from other suppliers or with articles which are in the property of the Buyer, then the Seller is given joint ownership of the new article in the amount of the invoice value, plus any default interest or claims for damages, if applicable.
9.6 As long as the Buyer is not in delay of payment, it may process and sell articles subject to the retention of title in the regular course of business. Pledges or transfers by way of security are inadmissible. The Buyer must immediately inform the Seller of any pledges, confiscations and other orders or interference by third parties. The demands by the Buyer against a third party resulting from the resale of goods subject to the retention of title immediately pass (upon resale subsequent to processing or mixture only proportionately) to the Seller as security

10. Plant

Any plant or equipment provided by the Seller in relation to the performance of the Seller's obligations hereunder is provided exclusively for the use of the Seller or its agents and employees and any other person using such plant or equipment does so at the Buyer's risk. The Buyer agrees to indemnify the Seller against any claim made against the Seller in respect of the use of such plant or equipment other than as aforesaid.

11. Liability

11.1 If goods that have been supplied by Seller are defective, Seller must, at its own discretion, either repair or replace the article. If the repair or replacement is unsuccessful, the Buyer can withdraw from the contract or demand a reduction in the price, providing the defect is substantial. If a written guarantee provided by Seller proves not to be applicable, the Buyer can request payment for damages in place of the aforementioned rights, providing Seller was responsible for the defect.
11.2 In the case of obvious defects, Seller must be notified in writing by the Buyer about the defects regarding the type, quality and quantity immediately, and no later than 10 calendar days. If the notification of a defect is justified and has been ascertained in time, the Buyer can exercise the aforementioned rights.
11.3 Seller will not accept any liability if the relevant assembly or installation guidelines have not been followed or the guidelines of suppliers of products which are connected to our products have not been followed. The same applies when changes to the settings have been carried out by the Buyer or a third party without authorization.
11.4 Seller shall be liable for damage claims as per the statutory provisions, if a violation of duty attributable to Seller takes place due to malice or gross negligence. If a violation of duty attributable to Seller takes place due to simple negligence and if an essential contractual obligation has been culpably breached, the damage claim liability shall be limited to the foreseeable damages typically occurring in similar cases. Essential contractual obligations shall include the contractual principal obligations as well as other contractual (ancillary) obligations, which, in the event of culpable violation, may endanger the attainment of the purpose of the contract. Any further liability shall be excluded. However, the complete liability of Seller shall remain unaffected. The liability owing to injury caused to life, body and health shall also remain unaffected. Furthermore, the complete liability of Seller shall remain completely in effect in the event of assumption of guarantees or willful deception by Seller.
11.5 If the damage claim liability to Seller is excluded or restricted, this shall also apply with regard to the personal damage claim liability of the employees, personnel, representatives and agents.
11.6 The liability period for damages to property for the products supplied by Seller or the services rendered by Seller is 24 months. In the case of the supply of items, this period starts from the date of delivery, and in the case of factory or building work; it starts from the date of acceptance. If automatic systems and safety technique products are not subject to regular annual maintenance by Seller within the scope of a service contract concluded within 3 months from commissioning with Seller, the guarantee period for the automatic systems and safety technique products shall reduce to 12 months from commissioning. A six-monthly maintenance service is recommended for emergency exit doors. For any reparations the guarantee period is basically limited to 12 months.
11.7 The Seller's liability arising out of or in connection with this contract or the Goods or Services supplied or to be supplied shall in any event be limited to an obligation to repair, replace or refund the cost of the defective Goods or, at the Seller's option, to a sum equal to the contract price.
11.8 The Seller shall be under no liability under the above if the total price for the Goods has not been paid by the due date for payment.

12. Technical Application Advice

12.1 Our technical application advice, both oral and written, only describes the optimum use of our products to the Buyer. It does not release the Buyer from its duty to check the suitability of our products for the purposes for which it intends to use them. The Buyer shall be obliged to ensure that our oral and written technical application advice is passed on to the individuals who are ultimately responsible.
12.2 If the Buyer accuses the Seller of giving incorrect technical application advice, the Buyer must state this in writing immediately after establishing the possible breach of duty. In this case, the provisions stated under clause 11 are the determining factor. In any case, the liability shall always be limited to the damage that was foreseeable at the time of concluding the contract, unless there has been a violation of duty on the part of the Seller owing to gross negligence. The Seller shall reserve the right to prove lesser damages.

13. Acceptance/Commissioning

13.1 If the Seller installs or assembles the supplied items on the premises of the Buyer or of a third party, a formal acceptance must take place before the Buyer or third party starts to use the item. If the item is put into use without the agreement of the Seller or without the acceptance having taken place beforehand, then the work is considered accepted. The date for an acceptance must follow immediately after the parts or system supplied by the Seller have been assembled or installed and, as far as possible, at the latest 14 days before they are put into use.
13.2 The Seller is entitled to demand the acceptance of the rendered services from the Buyer at any time, provided a period of 14 days is provided for the same. This also applies if the Buyer or third party has not yet completed their work on the same construction project. If the Buyer refuses to agree to the date requested by the Seller for the acceptance or refuses to prepare an acceptance record, then the work is considered accepted.

14. No Right of Representation for Fitters

Our fitters or other individuals who we have commissioned to carry out the installation are not authorized to accept notices of defect or to provide binding statements with effect for and against the Seller. Neither are they authorized to accept oral orders or carry out contractual changes or supplements. Our fitters are not authorized to accept payments for the Buyer, unless they have an authority to that effect in writing.

15. Insolvency of the Buyer

15.1 This clause 15 applies if:-
15.1.1 the Buyer makes a composition or voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) enters administration or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction), or a moratorium comes into force in respect of the Buyer; or
15.1.2 an encumbrancer takes possession, or a receiver is appointed , of any of the property or assets of the Buyer; or
15.1.3 the Buyer ceases, or threatens to cease to carry on business; or
15.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
15.2 If this clause applies then, without limiting any other right or remedy available to the Seller, the Seller may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods and/or Services have been delivered or provided but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

16. Payment

16.1 Payment of accounts is to be as per the terms mentioned in the Seller's invoice. Time for payment shall be of the essence.
16.2 If the Buyer fails to make due payment of any money owed by it to the Seller on whatever account, the Seller may withhold delivery of all or any part of any goods or materials sold to the Buyer or performance of any services to be rendered to the Buyer until payment in full of all money then due, and during such time any goods so withheld shall be at the sole risk of the Buyer.
16.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at the rate mentioned in the Seller’s invoice.

17. Value Added Tax

Unless expressly stated otherwise, prices do not include any Value Added Tax which may be chargeable and any such tax must be added to the price where applicable.

18. Documents

Figures, drawings and other documents handed over to customers by GEZE shall remain the property of GEZE. All copyrights shall continue to apply indefinitely.

19. Unwanted Goods

Goods may be accepted for return at the sole discretion of the Seller and will be subject to the handling charge prevailing at that time.

20. Place of Delivery, Applicable Law and Place of Jurisdiction

20.1 The place of delivery for our goods and services is the respective place of dispatch of the goods and the place of payment for the Buyer is the office of the Seller in Dubai, United Arab Emirates (UAE).
20.2 UAE law shall apply here. If the head office of the Buyer is based abroad and if the delivery is carried out to a country other than UAE, the UN Convention on Contracts for the International Sale of Goods (CISG) from 11 April 1980 applies or UAE law, where the CISG does not contain the appropriate regulations.
20.3 Depending upon the value of the claim, the UAE Courts shall have exclusive jurisdiction over any dispute with the Seller by the Buyer arising from this contractual relationship if the contractual parties are businessmen, legal persons of public law or owners of special assets as per public law. In such cases, the Seller can also choose to file a suit at the Buyer‘s domicile.

21. General

21.1 No waiver by the Seller of any breach shall be treated as a waiver of any subsequent breach of the same or any other provision.
21.2 If any provision of the Conditions is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Conditions and the remainder of the provision in question shall not be affected.
21.3 The Seller shall not be liable to the Buyer for any loss arising from or in connection with any representations, agreements, statements or undertakings made prior to the date of the Contract with the Buyer, other than those representations, agreements, statements and undertakings confirmed by a director of the Seller in writing.
21.4 The Buyer shall not be entitled to assign the Contract and any obligations arising thereunder, without the specific written consent of the Seller in Writing.

1. Definition

In these conditions, unless the context requires otherwise:

1.1 "the Buyer" means the party to whom this document is addressed and who buys or agrees to buy the Goods from the Seller;
1.2 "the Conditions" means the terms and conditions of sale as set out in this document and any additional terms and conditions agreed in writing by the Buyer and the Seller;
1.3 "the Contract" means the contract for the sale and purchase of the Goods and/or the provision of Services to which these Conditions will be appended;
1.4 "the Goods" means the items which the Buyer buys or agrees to buy from the Seller;
1.5 "the Seller" means GEZE Middle East FZE;
1.6 "the Services" means the services provided or to be provided by the Seller to the Buyer.

These definitions shall apply whether the transaction is for the supply of goods or for the provision of services or for both the supply of goods and the provision of services.

2. Contract Conclusion

All contracts made with the Seller are concluded exclusively on the basis of the following conditions. Any deviating purchasing conditions of the Buyer only apply with our written consent. Our quotations are always subject to change. A contract shall only be entered into upon our written confirmation or by delivery. The Seller is not obligated to explicitly object to contractual forms or terms and conditions of the Buyer, even if these general terms and conditions state that their validity is an express condition for the business transaction. These general terms and conditions apply to this business transaction, as well as for any future business transactions.

3. Reports, Recommendations and Contract Conditions

3.1 The Seller accepts no liability in respect of any report, recommendation or scheme submitted to the Buyer where no specific charge is made for such report, recommendation or scheme. Where such a charge is made, the Seller's liability shall be limited as hereinafter provided.
3.2 Any variation to these Conditions (including any additional terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by an authorized person of the Seller and the Buyer.
3.3 All business transacted shall be deemed to be on the terms of these Conditions and save as set out in clause 3.2 of these Conditions, no person has any authority to accept any further liability or to make any amendment on the Seller's behalf. In the event of any conflict between these Conditions and any terms or conditions put forward by the Buyer, these Conditions shall prevail.

4. Prices

4.1 The Price of the Goods and/or Services shall be the Seller's quoted price.
4.2 Prices quoted are based on costs ruling at the date of the contract and any variation in the cost of materials, labour and service shall be paid by the Buyer if and to the extent that such variation occurs between the date of the contract and the date or dates when the materials, labor or services are supplied, employed or provided. The Seller is entitled to charge for any additional costs caused by any variation (including amendment and/or any additional requirements) in the original contract or for any costs caused by the Buyer's failure to give (or clarify) required instructions or to accept materials or services when they are due to delivery or performance.
4.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or other information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

5. The Goods/The Services

5.1 The Goods shall be supplied in accordance with the description contained in the Seller's specification and manufactured in accordance with all applicable Standards which relate specifically to the Goods.
5.2 The Seller may from time to time make changes in the specifications of the Goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Goods.
5.3 Any contractual description of the Goods by the Seller relates to the identity of the Goods but only if it relates to a central characteristic of the Goods or to a substantial ingredient in their identity.

6. Delivery

6.1 Delivery is to be as per the terms agreed between the Buyer and the Seller.
6.2 The Seller accepts no liability for any loss or damage resulting from delay in supplying Goods or Services or for their non-supply, and any dates agreed for delivery or performance shall be regarded as estimated only.
6.3 Non-delivery of materials must be reported within 10 days of consignment/invoice date to allow for recovery. Failure to comply will leave this responsibility with the Buyer.
6.4 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without limiting any other right or remedy available to the Seller, the Seller may:
6.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance and interest) of storage; or
6.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

7. Force Majeure

If the supply of Goods or materials or the provision of Services is delayed or prevented by reason of (but not limited to) industrial action, breakage of machinery, Act of God or by any other reason whatsoever outside the reasonable control of the Seller, the period for completion of the contract shall be extended to such extent as is reasonable having regard to the circumstances.

8. Access

Where the Seller is required to perform work at or on (pursuant to its obligations to provide the Services or otherwise) or deliver goods to the Buyer's premises or premises specified by the Buyer, the Seller shall be given uninterrupted access and reasonable facilities during normal working hours for performance of the contract and the Buyer shall accept delivery of, unload, provide suitable protection for and keep secure all materials and goods delivered from time to time.

9. Risk, Property and Retention of Title

The risk in the Goods shall pass from the Seller to the Buyer upon delivery of the Goods to the Buyer. However, notwithstanding delivery and the passing of risk in the Goods, title and property in the Goods, including full legal and beneficial ownership, shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full for all goods delivered to the buyer under this and all other contracts between the Seller and the Buyer for which payment of the full price of the Goods thereunder has not been paid. Payment of the full price of the Goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the Seller and the Buyer under which the Goods were delivered.

9.1 Until such full payment, the Buyer acknowledges that they are in possession of the goods as the Seller' s bailee. The Buyer shall store the goods separately from their own goods or those of any other person and in a manner which makes them readily identifiable as the Seller's goods and shall endorse a memorandum on the Buyer's accounts referring to the Sellers title in the goods.
9.2 If payment is overdue the Seller may (without prejudice to any of their other rights) recover and/or resell the Goods and the Buyer hereby irrevocably licences the Seller or their agents to enter upon any premises where they are stored or where they are reasonably thought to be stored for the purpose of such recovery and/or resale.
9.3 Payment shall become due immediately upon the commencement of any act or proceedings in which the Buyer's solvency is involved.
9.4 In the event of the Buyer purporting to sell the goods to a third party before payment has been made to the Seller any such proceeds of sale shall be received and held by the Buyer as the Seller's agent. The Buyer therefore acknowledges and agrees to stand in a fiduciary relationship to the Seller and must strictly account to the Seller the proceeds.
9.5 Any processing or modification of our goods will always be on behalf of Seller as the manufacturer, however without obligation to us. If the articles supplied by Seller are permanently connected or mixed with articles from other suppliers or with articles which are in the property of the Buyer, then the Seller is given joint ownership of the new article in the amount of the invoice value, plus any default interest or claims for damages, if applicable.
9.6 As long as the Buyer is not in delay of payment, it may process and sell articles subject to the retention of title in the regular course of business. Pledges or transfers by way of security are inadmissible. The Buyer must immediately inform the Seller of any pledges, confiscations and other orders or interference by third parties. The demands by the Buyer against a third party resulting from the resale of goods subject to the retention of title immediately pass (upon resale subsequent to processing or mixture only proportionately) to the Seller as security

10. Plant

Any plant or equipment provided by the Seller in relation to the performance of the Seller's obligations hereunder is provided exclusively for the use of the Seller or its agents and employees and any other person using such plant or equipment does so at the Buyer's risk. The Buyer agrees to indemnify the Seller against any claim made against the Seller in respect of the use of such plant or equipment other than as aforesaid.

11. Liability

11.1 If goods that have been supplied by Seller are defective, Seller must, at its own discretion, either repair or replace the article. If the repair or replacement is unsuccessful, the Buyer can withdraw from the contract or demand a reduction in the price, providing the defect is substantial. If a written guarantee provided by Seller proves not to be applicable, the Buyer can request payment for damages in place of the aforementioned rights, providing Seller was responsible for the defect.
11.2 In the case of obvious defects, Seller must be notified in writing by the Buyer about the defects regarding the type, quality and quantity immediately, and no later than 10 calendar days. If the notification of a defect is justified and has been ascertained in time, the Buyer can exercise the aforementioned rights.
11.3 Seller will not accept any liability if the relevant assembly or installation guidelines have not been followed or the guidelines of suppliers of products which are connected to our products have not been followed. The same applies when changes to the settings have been carried out by the Buyer or a third party without authorization.
11.4 Seller shall be liable for damage claims as per the statutory provisions, if a violation of duty attributable to Seller takes place due to malice or gross negligence. If a violation of duty attributable to Seller takes place due to simple negligence and if an essential contractual obligation has been culpably breached, the damage claim liability shall be limited to the foreseeable damages typically occurring in similar cases. Essential contractual obligations shall include the contractual principal obligations as well as other contractual (ancillary) obligations, which, in the event of culpable violation, may endanger the attainment of the purpose of the contract. Any further liability shall be excluded. However, the complete liability of Seller shall remain unaffected. The liability owing to injury caused to life, body and health shall also remain unaffected. Furthermore, the complete liability of Seller shall remain completely in effect in the event of assumption of guarantees or willful deception by Seller.
11.5 If the damage claim liability to Seller is excluded or restricted, this shall also apply with regard to the personal damage claim liability of the employees, personnel, representatives and agents.
11.6 The liability period for damages to property for the products supplied by Seller or the services rendered by Seller is 24 months. In the case of the supply of items, this period starts from the date of delivery, and in the case of factory or building work; it starts from the date of acceptance. If automatic systems and safety technique products are not subject to regular annual maintenance by Seller within the scope of a service contract concluded within 3 months from commissioning with Seller, the guarantee period for the automatic systems and safety technique products shall reduce to 12 months from commissioning. A six-monthly maintenance service is recommended for emergency exit doors. For any reparations the guarantee period is basically limited to 12 months.
11.7 The Seller's liability arising out of or in connection with this contract or the Goods or Services supplied or to be supplied shall in any event be limited to an obligation to repair, replace or refund the cost of the defective Goods or, at the Seller's option, to a sum equal to the contract price.
11.8 The Seller shall be under no liability under the above if the total price for the Goods has not been paid by the due date for payment.

12. Technical Application Advice

12.1 Our technical application advice, both oral and written, only describes the optimum use of our products to the Buyer. It does not release the Buyer from its duty to check the suitability of our products for the purposes for which it intends to use them. The Buyer shall be obliged to ensure that our oral and written technical application advice is passed on to the individuals who are ultimately responsible.
12.2 If the Buyer accuses the Seller of giving incorrect technical application advice, the Buyer must state this in writing immediately after establishing the possible breach of duty. In this case, the provisions stated under clause 11 are the determining factor. In any case, the liability shall always be limited to the damage that was foreseeable at the time of concluding the contract, unless there has been a violation of duty on the part of the Seller owing to gross negligence. The Seller shall reserve the right to prove lesser damages.

13. Acceptance/Commissioning

13.1 If the Seller installs or assembles the supplied items on the premises of the Buyer or of a third party, a formal acceptance must take place before the Buyer or third party starts to use the item. If the item is put into use without the agreement of the Seller or without the acceptance having taken place beforehand, then the work is considered accepted. The date for an acceptance must follow immediately after the parts or system supplied by the Seller have been assembled or installed and, as far as possible, at the latest 14 days before they are put into use.
13.2 The Seller is entitled to demand the acceptance of the rendered services from the Buyer at any time, provided a period of 14 days is provided for the same. This also applies if the Buyer or third party has not yet completed their work on the same construction project. If the Buyer refuses to agree to the date requested by the Seller for the acceptance or refuses to prepare an acceptance record, then the work is considered accepted.

14. No Right of Representation for Fitters

Our fitters or other individuals who we have commissioned to carry out the installation are not authorized to accept notices of defect or to provide binding statements with effect for and against the Seller. Neither are they authorized to accept oral orders or carry out contractual changes or supplements. Our fitters are not authorized to accept payments for the Buyer, unless they have an authority to that effect in writing.

15. Insolvency of the Buyer

15.1 This clause 15 applies if:
15.1.1 the Buyer makes a composition or voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) enters administration or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction), or a moratorium comes into force in respect of the Buyer; or
15.1.2 an encumbrancer takes possession, or a receiver is appointed , of any of the property or assets of the Buyer; or
15.1.3 the Buyer ceases, or threatens to cease to carry on business; or
15.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
15.2 If this clause applies then, without limiting any other right or remedy available to the Seller, the Seller may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods and/or Services have been delivered or provided but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

16. Payment

16.1 Payment of accounts is to be as per the terms mentioned in the Seller's invoice. Time for payment shall be of the essence.
16.2 If the Buyer fails to make due payment of any money owed by it to the Seller on whatever account, the Seller may withhold delivery of all or any part of any goods or materials sold to the Buyer or performance of any services to be rendered to the Buyer until payment in full of all money then due, and during such time any goods so withheld shall be at the sole risk of the Buyer.
16.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at the rate mentioned in the Seller’s invoice.

17. Value Added Tax

Unless expressly stated otherwise, prices do not include any Value Added Tax which may be chargeable and any such tax must be added to the price where applicable.

18. Documents

Figures, drawings and other documents handed over to customers by GEZE shall remain the property of GEZE. All copyrights shall continue to apply indefinitely.

19. Unwanted Goods

Goods may be accepted for return at the sole discretion of the Seller and will be subject to the handling charge prevailing at that time.

20. Place of Delivery, Applicable Law and Place of Jurisdiction

20.1 The place of delivery for our goods and services is the respective place of dispatch of the goods and the place of payment for the Buyer is the office of the Seller in Dubai, United Arab Emirates (UAE).
20.2 UAE law shall apply here. If the head office of the Buyer is based abroad and if the delivery is carried out to a country other than UAE, the UN Convention on Contracts for the International Sale of Goods (CISG) from 11 April 1980 applies or UAE law, where the CISG does not contain the appropriate regulations.
20.3 Depending upon the value of the claim, the UAE Courts shall have exclusive jurisdiction over any dispute with the Seller by the Buyer arising from this contractual relationship if the contractual parties are businessmen, legal persons of public law or owners of special assets as per public law. In such cases, the Seller can also choose to file a suit at the Buyer‘s domicile.

21. General

21.1 No waiver by the Seller of any breach shall be treated as a waiver of any subsequent breach of the same or any other provision.
21.2 If any provision of the Conditions is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Conditions and the remainder of the provision in question shall not be affected.
21.3 The Seller shall not be liable to the Buyer for any loss arising from or in connection with any representations, agreements, statements or undertakings made prior to the date of the Contract with the Buyer, other than those representations, agreements, statements and undertakings confirmed by a director of the Seller in writing.
21.4 The Buyer shall not be entitled to assign the Contract and any obligations arising thereunder, without the specific written consent of the Seller in Writing.