Terms of Sale, Delivery and Payment

GENERAL TERMS OF SALE, DELIVERY AND PAYMENT – MARZO

(Applicable for Marzo / www.marzo.dk)

1. Validity

1.1. Unless otherwise agreed in writing between Marzo (Seller) and the Customer (Buyer), the following General Terms of Sale, Delivery and Payment shall apply at all times to all offers, orders, and deliveries.

2. Offers and Conclusion of Contract

2.1. An order shall first be binding for the Seller once a written offer or order confirmation is received by the Buyer. In case of any discrepancy between an offer/order confirmation and a Buyer's order, the Buyer shall notify about such a discrepancy at once. If not, the Buyer shall be bound by the content of the offer/order confirmation.

2.2. Unless otherwise clearly specified in the individual offer, offers shall apply for a period of 10 days from the offer date.

2.3. Exhibition Stands and Element Production: Unless otherwise clearly specified in the individual offer, offers shall apply for a period of 10 days from the offer date, however, for not more than 6 weeks prior to the desired date of delivery. If an offer is accepted within more than 6 weeks prior to the desired date of delivery, the Seller is entitled to re-invoice the Buyer for price changes, if any, and rush job fees, as agreed with the Buyer.

3. Prices and Fees

3.1. All prices are specified in DKK or EUR and are exclusive of VAT. The Seller hereby makes reservations for changing prices in offers/order confirmations/agreements in case of changes in customs duties, taxes, charges and changes, if any, in foreign exchange rates, raw material prices, etc. that are beyond the control of the Seller.

3.2. Where additional elements are purchased, these shall be invoiced as agreed, while extra working hours shall be invoiced by time spent at the applicable rate per hour.

3.3. Environmental Fee: 2.5% of the total invoice amount shall be charged to cover environmental taxes.

3.4. Administration Fee: The Seller reserves the right to charge an administration and handling fee of 250 DKK / EUR 35 excl. VAT per issued invoice to cover processing and administrative costs.

4. Payment Terms

Unless otherwise specified in the offer/order confirmation, the following applies:

40% of the order amount is invoiced on order placement.

40% of the order amount is invoiced when starting production & sourcing.

20% of the order amount is invoiced at the beginning of the trade fair.

Payment: 14 days net in cash. Eventual final settlement will be invoiced 14 days net in cash. 

4.1. If the project is postponed according to the approved time schedule by the customer or their partner(s), the partial invoicing is maintained as per the agreed payment schedule.

4.2. In case of a breach of the agreed payment terms, interest shall be due at the rate of 3% per month or part of a month for the amount that is overdue. The Buyer is not entitled to set off counterclaims, if any, against the Seller or withhold any part of the purchase price of the product for counterclaims of any kind.

5. Retention of Ownership

5.1. The Seller reserves the title to the sold product until the purchase price, including interest and any expenses in connection therewith, has been paid in full.

6. Delivery / Transfer of Risk

6.1. Whether or not the Seller, using own personnel or third parties, subject to a separate agreement with the Buyer, delivers the sold products to the Buyer, all deliveries shall be considered to be made ex works the Seller's warehouse. The risk for the sold products shall therefore pass to the Buyer when it leaves the Seller's warehouse.

6.2. The Seller may not be held liable for any direct or indirect losses in connection with delivery time overruns, and such a delivery time overrun shall not entitle the Buyer to exercise default rights, including canceling an order or repealing a transaction.

6.3. All expenses for customs duties, forwarding, loading and unloading, storage of returned empties, connection of and supply with water, air and power, Internet access, wire points, extra opening hours before and after arrangements, extended assembly time, etc., shall be covered by the Buyer.

7. Access Points

7.1. The Buyer undertakes to ensure that access points, corridors, lifts, etc. are all accessible and that premises are cleared so that there are no impediments to making the delivery. If on-site conditions cause more time to be spent, such additional time shall be invoiced based on time spent at the applicable hourly rate.

8. Insurance

8.1. Unless otherwise agreed, it is the Buyer's responsibility to sign the necessary insurance policies for the Buyer's own products, products leased by the Seller as well as for any transportation.

9. Intellectual Property Rights

9.1. Unless otherwise agreed in writing, offers, specifications, ideas, 3D visualizations, drawings and creative proposals provided by the Seller prior to or after the conclusion of the Agreement shall remain the Seller's property and may not be misused or disclosed without written consent.

9.2. The Buyer shall be responsible for ensuring that materials provided by the Buyer do not infringe on third-party rights or copyrights.

10. Product Modifications

10.1. The Buyer shall immediately, on receip10. Complaints and Defectst, inspect the delivered goods and services to ensure they are free of defects.

10.2. Complaints, if any, shall be put forth in writing within 5 days of the delivery date, accompanied by a description and photographic documentation.

10.3. When assessing a defect, it must be taken into consideration that the products are specially produced fixtures/elements and that the Seller has a certain amount of freedom to act in this regard (construction and design). The Seller is entitled to choose how to remedy defects (repairs, re-delivery, or credit).

11. Limitation of Liability

11.1. Claims for compensation against the Seller may not exceed the invoice amount for the sold product. Under no circumstances is the Seller liable for consequential damages, including operating losses, loss of profit, or other indirect losses.

12. Force Majeure

12.1. The Seller shall not be liable for non-fulfillment of its obligations to the extent that fulfillment is excluded or unreasonably burdensome due to circumstances beyond the Seller's control (force majeure, such as labor disputes, fire, war, government orders, epidemics, pandemics, or subcontractor delays).

13. Cancellation

13.1. Exhibition Stands: Where an order is cancelled within less than 1 month prior to the agreed date of delivery, the Buyer shall cover all expenses incurred by the Seller. More than 1 month before delivery, the Buyer pays 2/3s of the order price plus expenses. Less than 3 weeks prior, the Buyer pays the full order price.

14. Self-Storage Facilities

14.1. Buyer materials are stored at the Seller's warehouse at the Buyer's expense and risk. Unused materials for 2 years may be claimed for pick-up with 14 days' notice, after which the Seller may freely dispose of them.

15. Venue and Governing Law

15.1. In case of any disagreements between the Buyer and the Seller, the dispute shall be resolved at the Seller's local court (the Court in Aarhus) in accordance with Danish law.