General Terms and Conditions of Business of MARCUDO® Self Adhesive Solutions
hereinafter referred to as Marcudo:
1. Scope of application
All offers, orders, deliveries and services of Marcudo shall be exclusively governed by the General Terms and Conditions set out below. Agreements divergent from the present General Terms and Conditions shall only apply if made in writing. No other General Terms and Conditions shall become a contractual object, even if not expressly rejected. General Terms and Conditions of Procurement of the customer shall not be valid in any circumstances.
2. Conclusion of the contract
Offers made by Marcudo are directed exclusively at legal persons and at Registered Traders as defined within the meaning of German Commercial Code. All offers are without engagement and non-binding. No contract shall be concluded until written confirmation of order has been provided by Marcudo or until goods have been delivered to the forwarding agent by Marcudo.
All orders are based on the prices and discount rates applicable at the time of delivery. Prices do not include Value Added Tax and apply ex works. Costs of packaging, freight and dispatch are separately invoiced.
4.1. Delivery dates are only binding if expressly confirmed in writing by Marcudo. In the event that provision of a service is delayed beyond a point in time to which Marcudo has committed, rights may only be asserted upon expiry of a deadline of at least two weeks set by the customer unless the customer is able to demonstrate complete loss of interest in the provision of service due to the exceeding of the deadline. In the event that Marcudo is in default of delivery or in the event that delivery becomes impossible for Marcudo, compensation for direct or consequential damage shall be excluded insofar as the default of delivery or impossibility is not due to grossly negligent or intentional breach of contract on the part of Marcudo.
4.2. Circumstances which are not the fault of Marcudo and which hinder, impede or prevent procurement manufacture or dispatch, such as force majeure, war, labour disputes, civil unrest, government measures, energy or raw material shortages, operational malfunctions, failure of our suppliers to deliver, shall release Marcudo from the duty to deliver during the time such circumstances prevail. If such circumstances last for longer than two months, the customer shall be entitled to withdraw from the contract.
4.3. Dispatch of our products takes place at the risk of the customer at all times. Risk shall be transferred to the customer at the time when goods are sent for dispatch. The above shall further apply in cases where delivery carriage paid has been agreed. If goods are to be collected by the customer, risk shall be transferred to the customer when notification of availability for collection is given.
4.4. In the case of special dimensions or special production runs, we shall be permitted to deliver up to 10% more or less than the quantity ordered.
5.1. The Terms and Conditions of Payment set out on the invoice shall apply. Insofar as nothing to the contrary has been agreed, payments shall also be made in the case of partial deliveries. Any cash discount from new invoices shall not be permissible as long as older invoices due have not been settled in full. In the event of default of payment, we shall be entitled to charge penalty interest in the amount of 3% above the respective discount rate of the German Central Bank. Such penalty interest will be charged for each day or part of each day on which the contract has been fulfilled on the part of Marcudo by dispatching goods, by making goods available, by releasing goods requested or by carrying out the relevant service.
5.2. In the event of a material deterioration in the financial situation of the customer of which Marcudo does not become aware until the contract has been concluded and which may jeopardise Marcudo’s claim to payment, Marcudo may, notwithstanding any agreement for advance performance, require the settlement of orders not yet executed on a step-by-step basis if the payment due to Marcudo is not secured.
6. Retention of title
Goods shall remain the property of Marcudo until such time as the purchase price has been paid in full. The customer is not permitted to pledge goods subject to retention of title, offer goods subject to retention of title as collateral or transfer goods subject to retention of title by way of exchange.
7.1. (General provisions) The customer shall be required to inspect goods supplied by Marcudo immediately upon delivery or collection by the customer and to notify Marcudo in writing of any damage, defects or complaints within 5 working days. The guarantee claim of the customer shall lapse in the event that notification is not given in a timely manner.
7.1.1. Liability of Marcudo for damages and financial losses occurring as a result of the use of hardware, software and consumables shall be excluded unless damage is due to an intentional or grossly negligent breach of contract by Marcudo. The customer is solely responsible for the correct deployment of goods supplied by Marcudo and for data back-up.
7.1.2. The guarantee provided be Marcudo shall be limited to replacement delivery or remedy of defects at the discretion of Marcudo. In the event of failure of replacement delivery or remedy of defects by Marcudo, the customer may choose a reduction in the purchase price or rescission of the contract. Replacement delivery or remedy of defects shall in particular be deemed to have failed if it is not possible for Marcudo to execute such a replacement delivery or remedy of defects within an appropriate deadline and, in the event of such attempts which have failed, it is not reasonable to expect the customer to accept a further attempt. The replacement delivery or remedy of defects shall be deemed no longer reasonable following three failed attempts. Any further claim of the customer to compensation for direct or indirect damages shall be excluded unless the damage is due to an intentional or grossly negligent breach of contract by Marcudo.
7.2. (Hardware) The guarantee terms of the respective device manufacturers shall apply in all cases for technical equipment sold by Marcudo.
7.3. (Software) Marcudo expressly points out that the current status of technology means that it is not possible to develop computer programmes in such a way that they operate in an error-free manner under all conceivable conditions. Marcudo accepts no guarantee in respect of the compatibility of software supplied with software or hardware installed by the customer.
7.3.1. In the absence of express written agreement, Marcudo accepts no guarantee that the programme functions are sufficient for the requirements of the customer or are suitable for a certain purpose.
7.3.2. In addition to the provisions set out here, the licence provisions included with the respective programmes shall also apply. Opening of the sealed data media packaging constitutes recognition of the licence provisions. Return or exchange of the software is not possible once the seal has been broken.
7.4. (Consumables) Marcudo cannot accept any guarantee for the suitability of our products for the special purpose intended by the customer. Due to the fact that the situation regarding the use of consumables in practice is highly varied, it is essential for customers to carry out tests to check the suitability of the products for each specific application.
8. Other provisions
8.1. In the event of any doubt and even if no indication is provided by Marcudo, all goods require an export licence. The customer recognises German, foreign and international export control provisions and restrictions and shall be required not to sell, export or otherwise transfer products or technical information directly or indirectly to persons, companies or countries if this is in breach of German, foreign or international laws, ordinances or conventions and shall be further required to obtain all necessary export documents at the customer’s expense if necessary.
8.2. Marcudo is entitled to act within the scope of the German Data Protection Law in process, storing and evaluating data obtained within the context of the business relationship.
8.3. In the event that individual provisions contained within the present Terms and Conditions of Sale and Payment or other contractual agreements shall be invalid in whole or in part, this shall be without prejudice to the remaining provisions. The contractual parties shall agree another provision that as closely as possible reflects the economic purpose pursued to replace such invalid provisions.
8.4. Place of fulfilment is Hamburg. Place of jurisdiction is Hamburg. Marcudo may also elect to instigate legal proceedings at a court having jurisdiction at the place of the customer's Registered Office.