Standard Business Terms (SBT) for deliveries and provisions of GEZE IBERIA SRLU and other GEZE Group companies (hereinafter, "GEZE")

1. Applicability of these terms to all of GEZE's sales

1.1 All sales made by GEZE are solely and exclusively governed by the following standard business terms. By accepting the order, the customer accepts that the trade relations will be governed by these terms. Any customer purchasing conditions will apply solely in the case of express and written consent by a GEZE attorney.

1.2 These standard business terms govern all orders placed and sales made from 1 May 2020 and render the former standard business terms null and void. Any references to INCOTERMS will always be made to the 2020 version.

1.3 GEZE accepts the provision of services and sale of products exclusively on the basis of these SBTs. Their application is an essential element of the contractual relationship. These SBTs are valid and effective both for this business and for future transactions until further notice.

1.4 Proposals: Our proposals are always without commitment. A contract can only be enforced if GEZE issues a statement of intent confirming the order or commission in writing or, failing that, upon delivery of the ordered goods or service. Merely accepting the order does not imply the acceptance of the customer's purchasing conditions even when the customer's purchasing conditions establish other provisions or subject the sale to the acceptance of their own unless, logically, they have been accepted by GEZE expressly and in writing in the manner established in the preceding sections. Should the execution of the commissioned services or work be subject to a permit or licence granted by a non-GEZE company, prime contractor or administrative or judicial authority, the acceptance of the proposal or order will be conditional on obtaining such authorisation.

2. Prices and terms of payment

2.1 Our prices are understood to be ex-factory, including loading at the facilities designated by GEZE and excluding transport and insurance costs. The prices of our proposals are understood to exclude VAT or other tax or levy.

2.2 Payment is in cash unless expressly stipulated otherwise. Otherwise, payment will be made within a period of fifteen (15) calendar days from the issue date of the corresponding invoice. However, upon acceptance of the order, GEZE may agree upon other payment deadlines or terms with the customer, always in writing. In the absence of such agreement, invoices will be paid in the aforementioned period of fifteen (15) days from the invoice issue date. Should the due date fall on a public holiday, it will be understood to be the following business day.

Charges will not be discounted from invoices under any circumstances nor can the amount be fully or partially compensated, unless the discount or compensation has been previously agreed upon by GEZE in writing in both cases. Invoice amounts will not be fully or partially withheld under any circumstances. Withholdings will only be accepted when stipulated in the terms of the proposal or contract and/or when the said withholding has been explicitly accepted in writing.

2.3 The acceptance of certain payment deadlines and terms in a specific transaction does not oblige GEZE to accept them in subsequent orders and deliveries. GEZE may always request cash on delivery payment even if a different method of payment was used in previous transactions. 

2.4 In the event of being accepted as a payment method, bills of exchange, promissory notes and cheques will only release the customer from the debt as a payment method when effectively paid or credited to the account. Bills of exchange and promissory notes will only be previously accepted in writing and conditional on their capacity to be endorsed or discounted at a financial institution. Non-endorsable or non-bearer instruments will not be accepted.

2.5 Discounts and all other expenses related to the aforementioned instruments, including fees of any kind, will be borne by the originator from the due date of the corresponding invoice. This rule also applies to bank return fees and expenses charged. Price discounts are excluded if payment by bill of exchange is accepted. Similarly, GEZE is authorised to subject the acceptance of payments by bill of exchange or promissory note maturing within more than 85 days to the provision of a guarantor (person or entity bank of recognised solvency).

2.6 If, after accepting the order or commission, GEZE becomes aware of a substantial deterioration of the economic relations and the customer's solvency, GEZE may subject delivery to the advance payment or provision of additional guarantees regardless of the business terms or payment method established in the order. In such a case, GEZE, at the customer's request, will give reasons as to why it understands that there are doubts as to the customer's solvency, whereupon the customer may in all cases provide proof of its adequate solvency.  If not adequately justified, GEZE may refuse to provide the service until the advance payment has been made. Should the advance payment not be made within the following forty (40) days, GEZE will be authorised to terminate the contract, definitively cancel the provision of the service and, in any case, claim compensation for the corresponding damages.

2.7 Similarly, GEZE may subject the provision or delivery in the manner envisaged in the preceding section and without the need to justify the deterioration in the customer's solvency and equity position when: a) the customer is in default on the payment after accepting the commission with GEZE or any third party; b) the customer appears on delinquency lists and particularly RAI and ASNEF records, unless rehabilitated; c) payment by milestones or work stages is envisaged in the contract and the customer has not paid the previous stage as agreed. In such cases, GEZE may refuse to deliver or provide the service to the customer, whether occasionally or recurringly, until the invoices have been paid prior to their due date.

2.8 In case of default, the customer will pay a monthly late-payment interest rate of 0.5% of the debt during the first sixty (60) days of the invoice due date and 1% from the sixty-first (61^st) day without the need for prior request.

3. Delivery times, delayed delivery

3.1 Delivery times are estimated. They will only be binding if expressly stated in a written agreement.

3.2 The place and method of delivery are usually specified upon acceptance of the order or proposal. Only in the absence of an agreement will the delivery be made at GEZE's facilities (FCA Geze Sant Boi de Llobregat/Leonberg, as the case may be). If not collected, the delivery will be understood to be made from the date the product or service is provided to the customer, regardless of whether the customer accepts receipt thereof. Should it not be provided to the customer, the delivery will be the date of shipping or loading on the transport platform. In the event of delayed delivery, the customer will communicate the delay and request GEZE to make the delivery within a period of three (3) weeks. The customer will grant an extension of said period beforehand. Should GEZE not make the delivery after this period, the customer will be entitled to withdraw from the contract. In any case, GEZE's liability will be limited to the foreseeable damage on the date of accepting the commission. The claim for delay expires after three (3) months. This period is an essential condition of these terms. Delays will not be attributable to GEZE when due to: a) factors beyond GEZE's control such as strikes of any kind, accidents, blockades, general cuts in utilities or epidemics; b) exceptional or force majeure situations, declaration of disaster area or state of alarm, emergency or siege; c) extreme weather events that affect a territory in general or specific area of the economy; d) delays motivated by the same customer including, but not limited to, lack or insufficiency of project, lack of data or measurements, non-provision of means of transport, lack of payment or provision of guarantees of collection where applicable; or e) impossibility of accessing the facilities, prohibition by the prime contractor or owner of the property, stoppage by the administrative or judicial authority, lack of licences or permits or serious errors in the information or plans provided.

3.3 The customer is obliged to accept receipt of the goods commissioned to GEZE within the time frames envisaged in the order. Delays in delivery and assembly or installation times arising from delays in the construction work, stoppage, lack of adaptation to the space or any other cause not attributable to GEZE for a period greater than fifteen (15 days) with respect to the date envisaged in the order will entitle GEZE to invoice 80% of the order to the customer, regardless of whether or not the customer has accepted the delivery or installation of the commissioned material or has requested an extension of the delivery or assembly times. The invoice will be issued from the fifteenth (15^th) day of the date envisaged to complete the delivery envisaged in the order. The remaining 20% of the order will be invoiced upon completion of delivery and assembly, conditional on the prior payment of the initial invoice if it has fallen due.

3.4 In the event of the previous delays, the company will not be bound by the initially agreed-upon delivery times, although it will make every effort to deliver and assemble the material as soon as it can be included in the first schedule of outstanding work once the definitive delivery and assembly date is agreed upon. Should the delay in delivery and receipt exceed ninety (90) days for reasons not attributable to GEZE, the customer authorises GEZE to apply a surcharge of 1% on the contract price by way of storage, insurance and administration for each month that elapses until completing delivery and assembly.

4. Reservation of title

4.1 GEZE reserves the ownership of the goods until their price is fully paid. The delivered goods will therefore continue to be the property of GEZE until fully paid. Additionally, GEZE has right of retention over the goods until paid. This right of retention also applies to the delivery of plans, manuals, instructions, transport or customs documents, software and/or login credentials or passwords.

4.2 In the event that the item delivered by GEZE is solidly joined or mixed with items of other sellers or contractors or with products, buildings or facilities that are the property of the originator, GEZE will become the co-owner thereof and will be entitled to their carrying amount and any late-payment interests and other damages and losses.

4.3 Provided that the customer is not in default with the payment, it may transform and dispose of the goods under reservation of title within the ordinary course of its activities. GEZE may inform the customer in writing of the prohibition of sale, transformation or installation at a construction site or product in case of default. The customer may lift the prohibition through the payment or provision of full additional collection guarantees in the thirty (30) days following the communication.

4.4 The grant of pledges or the transfer of possession of a property as a security is not permitted unless expressly accepted by GEZE. If granted, it is understood to be until the final payment thereof.

4.5 The customer will immediately inform GEZE in case of seizure, court involvement, application for insolvency proceedings or declaration of bankruptcy. Similarly, the customer undertakes to inform the judicial and/or arbitration bodies, insolvency managers, financial controllers, depositories and executors of the existence of the reservation of title. Actions against third parties arising from the resale of the goods under reservation of title (in case of resale after transformation or eligibility, only proportionally) are transferred to GEZE. Similarly, should GEZE initiate third-party proceedings, preference claims or judicial actions to claim ownership, the customer undertakes to testify before a court for the purpose of demonstrating the existence of said reservation of title.

4.6 The seizure of the goods under reservation of title or return thereof to GEZE is not equivalent to withdrawing from the contract. The customer will bear all the costs arising from the return.

5. Receipt/start-up

5.1 Receipt may take place before the originator or third party begins to use the item or service ordered, particularly when GEZE installs or assembles the things delivered at the facilities of the originator or third parties. If the installation or object is started up without GEZE's consent or without prior acceptance of receipt, the receipt of the provision will be automatically understood to be accepted by the customer even without existence of a formal certificate or document of acceptance of receipt (implicit acceptance of receipt). Implicit acceptance of receipt is an essential element of the contractual relationship. Receipt must take place immediately after the assembly or installation of the parts or installations delivered by GEZE and, in any case, fourteen (14) days at most, always prior to start-up. Receipt is in no way linked to any other acceptance of construction work or start-up of other work or equipment that the customer may have commissioned to third parties, notwithstanding the fact that it is expressly included in the proposal or that the customer may additionally commission to assist with the start-up.

5.2 GEZE may at all times, within a period of fourteen (14) days, request the originator to accept the provision made, scheduling a date and time for signing the corresponding certificate of receipt. This will also apply in the event that the customer, its subcontractors or a third party has not completed the commission within the framework of the global construction project wherein GEZE makes the delivery or provision. Consequently, the customer will not subject the signature of the certificate of acceptance of the commissioned good or service to its acceptance by its contractor, developer or owner of the construction site or installation as a whole.

5.3 Should the customer not appear on the established date of receipt or the customer unjustifiably refuses to sign the certificate of acceptance, receipt will be understood to be correctly made.

6. Liability for item defects (remediation)

6.1 Should the goods delivered by GEZE have defects, GEZE may choose to repair the item or deliver another in replacement of the defective item. In the event of unsuccessful repair or replacement delivery, in the case of a serious defect the customer may withdraw from the contract or request a proportional reduction in price.

6.2 Claims for nature, quality and quantity-related defects will, in the case of evident defects, be made in writing to GEZE immediately and within ten (10) calendar days. The start of the time frame is inferred from Section 5 below applied by analogy. The customer is obliged to conduct the necessary tests within this time frame.

6.3 As regards facilities, GEZE only assumes the warranty under the aforementioned terms in those cases where assembly and installation have been carried out using its own means in addition to having made the delivery. In all other cases, the installer will be liable for the installation (not for the product). Furthermore, should GEZE only deliver the product and the installation has been carried out by a third party, GEZE only assumes the replacement of the material at the factory, but not the transport and repair costs at the installation site. In such case, GEZE will carry out the commissioned work in accordance with the budget approved by the customer.

6.4 The customer assumes that GEZE's products have a technical complexity that requires following GEZE's instructions and knowledge of their capacity to be installed at certain construction sites, machinery and facilities. To this end, the customer may only authorise the installation or handling thereof by personnel with sufficient technical capacity and who are familiarised with the product's assembly and installation instructions. Consequently, GEZE does not assume any liability for defects of the good or service arising from non-observance of its assembly or installation instructions or of the guidelines of other distributors whose products are joined or installed together with those from GEZE. This will also apply in the case of changes in setup options made by the originator or third parties. This condition is an essential element of any delivery. The acceptance of the proposal or order also implies that the customer accepts the fulfilment of the maintenance conditions defined by GEZE and those that may be determined by current or future legislation.

6.5 Neither does GEZE assume any liability in the event that the customer assembles or incorporates the good or product into another apparatus or piece of equipment. The fact that certain features of GEZE's products function properly does not mean that they can function in other applications chosen by the customer. Furthermore, the customer must carry out the necessary testing or sampling, since GEZE's technical specifications may vary or be altered in the event of being applied to certain machines or facilities. Therefore, the customer is responsible for the design and application under which GEZE's product will be installed.

6.6 The customer may only exercise the rights expounded in the preceding sections in the case of a claim for defects filed in a timely manner and in writing. In no case will the customer exercise its rights or be entitled to indemnities for damages in the case of fault or negligence thereof. Liability will, in all cases, be limited to the damage that would have been foreseeable on the contract termination date.

6.7 The defects liability period for the products delivered or provisions made by GEZE is twelve (12) months, provided that they can be considered construction work. This period includes: a) in the case of items delivered, with the delivery date at GEZE's headquarters or made available according to point 3; and b) in case of works or construction, with the formal or implicit date of acceptance. In no case will this period be calculated from the date of acceptance of the construction work or general installation by the end customer, developer or builder whereto the product or service commissioned to GEZE is incorporated. Liability is, in all cases, conditional on the adequate maintenance of the product and on compliance with GEZE's technical and maintenance specifications.

6.8 The customer assumes that, due to the technical complexity and third-party safety, regular maintenance is required to ensure the proper maintenance of the products installed. Consequently, in installations with automated systems and/or technology products for which preventive maintenance is obligatory whether due to the manufacturer's instructions and/or application of the legislation in force, the customer will lose any right to claim the warranties on the installed products when such maintenance has not been carried out beyond the six months following the installation or last inspection or if carried out by non-GEZE companies or companies not authorised by GEZE.

6.9 In the case of claims for liability or defects in the case of evacuation and emergency exit doors within the twenty-four (24)-month warranty period, doors will undergo maintenance at least four (4) times a year according to CTE UNE 85121 Ex, whether carried out by GEZE or by a professional authorised by GEZE.

7. Technical assessment for use

7.1 Our verbal and written technical customer assessment is solely indicative for the best possible application of our products. This assessment does not release the originator from the obligation of studying and analysing the suitability of our products for the purpose intended by the customer. GEZE does not need to know the specific and suitability of the intended application of its products and services.

7.2 The originator is obliged to ensure that the verbal and written recommendations are received by the persons who will be ultimately responsible for using the products.

7.3 GEZE constantly makes changes and improvements to its products. The customer accepts that products may be technically improved and will not demand the delivery of the original model prior to the change.

7.4 Some operating manuals and instructions are in English and/or German. The customer must have technicians and professionals capable of understanding the manuals and instructions in one of these two languages. In no case will the customer be authorised to demand translation into other languages unless it assumes the cost of the translation. In any case, GEZE will provide the customer with the basic installation and maintenance instructions.

7.5 The customer will appoint a person who will act as a liaison with GEZE's personnel. As a general rule, this person will be designated in the accepted contract or order. This person must be technically skilled for coordination with the assemblers.

7.6 Similarly, the customer will provide GEZE with all the documentation and necessary technical information related to the project to be executed. This information and documentation is essential to fulfil the obligations that are the object of the commission.

8. Non-representation rights of our assemblers

8.1 Although evident, assemblers and other assembly personnel designated by GEZE are not authorised to receive claims for defects or to make binding statements with consequences in favour of and against GEZE in response to objections.

8.2 Nor are they authorised to accept orders placed verbally or to make changes or additions to the contract.

9. Customer’s obligations and responsibilities

9.1 The customer will ensure compliance with the conditions for executing the work pursuant to the applicable legislation and laws in force at the place of execution, in addition to compliance with the necessary safety measures and occupational hygiene and safety standards, and maintain these conditions during the execution of the work. 

In particular, the customer or company engaged for the service will:

• place the site of execution or delivery at our disposal in adequate conditions and ready to fulfil the commission, including disassembly, assembly, unloading and transport under normal conditions, waste removal and compliance with environmental legislation.  In particular, the floor of the execution site must be completely finished and ready for the electrical installation,
• provide the plans and exact measurements and inform of any special circumstances at the site of delivery or execution of the work.

9.2 The place and access where the goods must be delivered or the work executed is an element of vital importance for the proper execution of the commissioned work in a timely manner and under adequate safety conditions. Consequently, the customer will guarantee that the space conditions, both at the execution site and access route, enable fulfilment of delivery and/or work. In the event that, simultaneously to the execution of the commissioned work, the execution site is undergoing construction work or is closed or unused, the customer will provide access thereto so as to enable normal and acceptable transport and execution of the work.

9.3 In particular, the customer will guarantee that the conditions of the loading and unloading site are easy and do not require additional effort or wait times.  The customer undertakes to stay abreast of the existence and location of buried cables, water or other type of pipes and hollow cavities that could affect the installation. Should the customer not fulfil these obligations, it will be held liable for all the resulting damages, both personal or material, including work tools. The data and statements provided by a third-party contractor site manager, engaged or employed by the customer to fulfil the customer's obligations, are considered the customer's own statements. Unless expressly agreed-upon otherwise, GEZE is not obliged to ascertain the loading or execution site conditions on its own account. Should the lack of information and reality imply an increase in the number of working hours, stoppages and/or changes in the plans, GEZE reserves the right to subject the continuity of the work to the payment of the additional costs incurred.

9.4 The customer will not be permitted to give GEZE's personnel instructions that modify the commission contract, contravene the contractual agreements in nature and scope or take advantage of the presence of GEZE's personnel to perform non-commissioned work, even of minor scope, without GEZE's prior written approval. In addition, the customer will not be permitted to use its own labourers to complete the project, unless agreed upon in writing with GEZE.

9.5 The work areas and access roads through which GEZE's personnel must circulate will be free of other machinery or material and illuminated during the entire work day. Should the customer not fulfil or be unable to fulfil this condition, GEZE will provide supplementary lighting, the cost of which will be charged to the customer.

9.6 The customer will place the adequate supplies at GEZE's disposal (electricity, water, compressed air, waste-holding tank) to complete the project.

9.7 Any additional work that is needed as a consequence of the customer's actions or at the customer's request for which GEZE is not responsible will be invoiced to the customer separately.

9.8 The customer will be exclusively responsible for the surveillance of the site where the work is performed. The customer undertakes to maintain adequate surveillance of the work site and to safely store GEZE's materials until completion of the work.

9.9 If visits cannot be made to the site of delivery and/or performance of the work prior to sending the proposal (i.e. onsite visits), GEZE reserves the right to withdraw from the proposal or contract if it involves a substantial increase in the number of work hours, unless an adjustment in prices is agreed upon.

9.10 GEZE has a commitment time line with different customers. Therefore, in the event of any of the described circumstances that requires interrupting an assembly, the suspension time until the work is resumed will not be automatically added to the date of delivery or completion of the work, which will, in turn, require a new written agreement on the delivery date.

10. Billing

10.1 The invoice will be issued on the date that appears on the delivery order, certificate, availability, certificate of acceptance or in the manner envisaged in sections 5.1 and 5.2.

10.2 In the event of an envisaged delivery date and the construction site where the delivery must be made suffers delays for reasons beyond GEZE's control, GEZE may invoice and demand payment with a view to the envisaged installation date.

10.3 Notwithstanding this, and should the customer not accept the invoice, GEZE may impose a penalty equivalent to 5% of the sale for each month of delayed delivery, in addition to charging the customer the additional expenses of the installer and technical support service.

11. Returns

11.1 Returns must be accepted in writing by GEZE. There is no obligation to accept returns without GEZE's written consent.

11.2 In no case will the return of material be accepted after a period of two (2) months. Should a longer period be exceptionally accepted, it must be expressly indicated in the order acceptance.

11.3 In the case of returns for reasons not attributable to GEZE, GEZE will charge the customer 25% on the sale price of the returned product by way of transport and handling costs. Collection costs will be borne by the customer.

11.4 Once the goods are returned, the credit note will not be issued until the good condition of the goods has been verified. In the case of defects, GEZE, in accordance with their severity, may accept the return or reduce the amount paid in accordance with the condition of the goods. Should the credit note be issued prior to verification, it may be withdrawn.

12. Cancellation of orders or commissions by the customer

12.1 Once the order has been accepted, the manufacturing process, coordination and management of the commissioned construction work or service, work planning, engagement of subcontractors, coordination of personnel, rental of machinery, etc., will commence immediately. Therefore, cancellations of products and/or services will not be accepted prior to delivery except in those cases and under the conditions established in this section.

12.2 Orders of stock products (not special or bespoke) cancelled within the following forty-eight (48) hours: The customer may unilaterally cancel the orders within a period of forty-eight (48) hours after placing the order in writing to GEZE. Should the deadline fall on a public holiday at the customer's place of residence, it will be extended until 7 p.m. of the following business day. In such case, GEZE will only refund the costs incurred in the purchase of the material and/or services provided by third parties, in addition to GEZE's manufacturing costs if commenced.

12.3 Orders of stock products (not special or bespoke) cancelled forty-eight (48) hours after placing the order: Provided that the product has not yet been shipped or the service initiated, the customer may unilaterally cancel the order, although GEZE will apply an additional charge of 15% on the total order price by way of processing and administration costs.  Similarly, GEZE will only refund the costs incurred in the purchase of the material and/or services provided by third parties, in addition to GEZE's manufacturing costs if commenced.

12.4 Orders of special or bespoke services and products: in such cases, the order cannot be cancelled under any circumstances once placed. Should the customer nevertheless cancel the order, it will pay the full amount of the price thereof, in addition to the costs incurred by third parties. Exceptionally, if mutually agreed upon with GEZE, it may limit the compensation to the payment of the cost of the materials and production, plus a surcharge of 15% on the order price by way of administrative costs.

12.5 In case of advance payment of the order price, GEZE will always charge administrative, banking and reimbursement fees on the paid amounts, including the cases envisaged in section 11.2 (1% of the total order with minimum fixed charge of €40).

13. Special maintenance, fault and repair contract rules

13.1 Maintenance contract prices are updated annually. In the event of non-conformity, the customer is authorised to withdraw from the maintenance contract within a period of thirty (30) days following the notification or publication of the new rates on the website. In the event that any service has been provided prior to withdrawal, the customer may choose between paying the amount of the commissioned service or paying the established regular rate.

13.2 The work will be carried out Monday to Friday from 8 a.m. to 6 p.m., except on public holidays. The execution may be carried out without prior notice, although every effort will be made to coordinate it. The work execution date is always indicative and there may be a delay of up to six (6) weeks.

13.3 Prices are based on the provision of the service by a technician. In those cases where more than one technician is required due to the location, dimensions or execution period, the cost of the additional technicians is invoiced. In those cases where GEZE is required to submit inputs to a customer document management portal, GEZE will charge the time dedicated to portal inputs and maintenance (at technician rates), i.e. a minimum of one (1) hour of service and the input and maintenance cost charged to GEZE Iberia for the portal.

13.4 In those cases where the material is outside the warranty period, subsequent repairs of mechanisms or doors will have a warranty period of three (3) months.

14. Documents

14.1 Copies, drawings and other documents that GEZE gives its customers will continue to be the property of GEZE. All intellectual property rights will persist permanently in relation to this aspect.

14.2 GEZE's brand and distinctive signs are the property of the GEZE Group: They cannot be used without its consent. Any use of customer catalogues, photographs, fairs, presentations and documents require express authorisation. GEZE may request their withdrawal failing such consent.

14.3 For the purposes of commercial promotion, training activities and providing references, GEZE is authorised to take onsite photos or record videos both indoors and outdoors and in the interior of the worksite, of the different situations or assembly stages of GEZE's products and publish them on its websites, catalogues and commercial or training material.

15. Place of performance, applicable law and jurisdiction 

15.1. The place of performance of our deliveries and provisions is the corresponding place of departure of the goods. The place of performance is GEZE Iberia's headquarters.

15.2.  Spanish Law will apply. In those cases where the customer is headquartered abroad and delivery takes place abroad, the United Nations Convention on International Sale of Goods (CISG), of 11 April 1980, will firstly apply and, secondly, Spanish Law in those cases where the CISG does not contain the corresponding rules.

15.3 The parties agree to subject themselves to the following jurisdictions to settle any dispute arising from the interpretation and/or compliance with this contract.

• In the case of contracts entered into with customers in Spain or other EU countries where Regulation EU 1215/2012 is in force, the parties will subject themselves to the jurisdiction of the Courts and Tribunals of Sant Boi de Llobregat.
• In the case of discrepancies arising from the contracts or related thereto with customers from other countries around the world, the parties subject themselves to the arbitration procedure of the International Chamber of Commerce based in Paris pursuant to its regulation and undertake to fulfil the arbitration judgement passed down by the arbitrators appointed by the aforementioned institution. The arbitration language will be Spanish.

16. Other

16.1 In the event that any of these Standard Business Terms for the deliveries and provisions is invalid or rendered invalid, it will not affect the validity of the other provisions.

16.2 These standard business terms prevail over the eventual general purchasing or customer engagement conditions unless such conditions are expressly and specifically accepted in a document signed separately from the contract or the customer's general conditions through an attorney with power to create obligations.  GEZE does not subrogate itself to the guarantees or obligations that the customer may have with third parties, regardless of its legal responsibility. Acceptance of the terms of this clause is an essential requirement of the supply and commission. 

GEZE GmbH/GEZE Iberia SRLU - effective from 1 May 2020