Terms of service

TERMS AND CONDITIONS OF SALE

FOR MARAHRENS USA, INC. SIGNS & GRAPHICS ONLINE SALES OF GOODS AND SERVICES

1. GENERAL.      THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

THE PRODUCTS AND SERVICES OFFERED ON THIS WEBSITE ARE AIMED AT BUSINESSES, ENTREPRENEURS AND PROFESSIONALS ONLY. BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.  YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS. YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU DO NOT AGREE TO THESE TERMS. ACCEPTANCE OF YOUR ORDER IS CONDITIONED UPON YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS AND MARAHRENS’ WARRANTY TERMS SET FORTH IN SECTION 8 HEREIN.

All orders through the online shop for Marahrens USA, Inc. at https://signage-safety.com/ (the “Site”) for Marahrens USA Inc. (“Marahrens”, also referred to as "us," "we," or "our" as the context may require) products or services (each a “Product”) supplied by Marahrens to the Customer (as defined in Section 2, also referred to as “you” or “your” as the context may require) shall be subject to these terms and conditions of sale (the “Terms”). No modifications hereto, whether by amendment, purchase order or otherwise, will be binding unless agreed to in writing by Marahrens and Marahrens hereby expressly rejects all additional, different or contrary terms and conditions. These Terms are subject to change by Marahrens without prior written notice at any time, in our sole discretion. Any changes to these Terms will be in effect as of the "Last Updated Date" referenced on the Site or underneath the Terms. You should review these Terms prior to purchasing any Product that is available through this Site. Your continued use of this Site after the "Last Updated Date" will constitute your acceptance of and agreement to such changes.

2.            CUSTOMER.       The term “Customer,” as used herein, means the first distributor, resale dealer or first end-user customer (all being businesses, entrepreneurs or professionals) that purchases the Marahrens Products and not any subsequent purchaser or user.

3.            PURCHASE ORDERS.      Purchase orders are accepted by Marahrens through the Site. The minimum order value shall be $25.

 4.           ORDER ACCEPTANCE AND CANCELLATION.        You agree that your order is an offer to buy, under these Terms, all Products listed in your order. All orders must be accepted by us or we will not be obligated to sell the Products to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the Products you have ordered.

5.            DELIVERY TERMS.
(a)          We will arrange for shipment of the Products to you. Please check for specific delivery options for individual Products on the Site or upon checkout. Title and risk of loss pass to you upon delivery. You will pay all shipping and handling charges unless otherwise specified in the order confirmation. Prices do not include any installation services and we do not provide installation services unless expressly stated in a separate written agreement.

(b)          Shipping and delivery dates are estimates only and cannot be guaranteed. Marahrens is not liable for any delays in shipments.

(c)          Although we will make reasonable effort to avoid partial shipments, owing to the peculiarities of the manufacturing process, Marahrens reserves the right to make partial deliveries, and deliveries of up to ten percent (10%) more than the ordered quantity.

6.            PAYMENT TERMS.        
(a)          All prices, discounts, and promotions posted on the Site are indicated in US-Dollars and based on material and labor costs at the time of posting and Marahrens may increase its prices for the Products without notice, including, without limitation, to adapt to changing costs of labor and material. The price charged for a Product will be the price advertised on the Site at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in your order confirmation email. Price increases will only apply to orders placed after the time of the increase. Posted prices do not include taxes or charges for shipping and handling, which will be listed separately.  Customer shall be responsible for any sales, use, value-added or other excise tax or charges on the Products. All such taxes and charges will be added to your total price, and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

(b)          Payment must be received by us before our acceptance of an order. We accept all major credit cards and wire transfers for all Product purchases through the Site. You represent and warrant that (i) the credit card or wire transfer information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.

7.            RETURN AND REFUNDS.   Except for any Products designated on the Site as non-returnable or any custom-made Products, we will accept a return of the Products for a refund of your purchase price, less the original shipping and handling costs and a ten percent (10%) processing fee, provided such return is made within fifteen (15) days of delivery to you with valid proof of purchase and provided such Products are returned in their original condition and packaging. You are responsible for all shipping and handling charges on returned items and you bear the risk of loss during shipment.

8.            WARRANTY.
(a)          Marahrens Products shall be free from defects in material and workmanship and comply with Marahrens’ published product specifications for twelve (12) months from the date of shipment to the Customer.

(b)          In the event that a Product proves to be defective, Marahrens’ sole obligation shall be, at its option, to repair or replace the Product. The repaired or replacement Product will be shipped CPT (Incoterms 2010) Customer’s destination facilities, freight prepaid by Marahrens. We will pay standard lowest cost freight charges from Customer and return to Customer.  Any non-standard or additional freight charges shall be for Customer’s account.

(c)          Return of any defective Product for warranty service requires return of the entire Product with the production batch number clearly visible, together with evidence of billing and shipping numbers.

(d)          No employee, agent or representative of Marahrens has the authority to waive, alter, vary or add to the terms hereof without the prior written approval of an officer of Marahrens. It is expressly agreed that (i) this section constitutes the final expression of the parties’ understanding with respect to the warranty and (ii) this section is a complete and exclusive statement of the terms of the warranty.

(e)          Marahrens shall have no obligation under the applicable warranty set forth above in the event that:

(aa)        You fail, within the applicable warranty period, to notify Marahrens in writing and provide Marahrens with evidence satisfactory to Marahrens of the alleged defect within five (5) days after you discover or ought to have discovered the defect;

(bb)       After inspection of a returned Product, Marahrens determines, in its sole discretion, that it is not defective in material or workmanship;

 (cc)       A Product has been subject to misuse, misapplication, negligence, neglect (including, but not limited to, improper maintenance or storage), accident, catastrophe, improper installation, modification, adjustment or repair, whether by the Customer or any third party, without the prior written consent of Marahrens. Misuse shall include, but not be limited to, damage to a Product due to chemical action, wear caused by the presence of abrasive materials, excess heat or cold, improper or unusual electrochemical, electromechanical or electronic influences.

 (dd)      Items manufactured by other parties but installed in or affixed to Marahrens’ Products are not warranted by Marahrens and bear only those warranties, express or implied, which are given by the manufacturer of such items, if any.

THE WARRANTY SET FORTH ABOVE IS INTENDED SOLELY FOR THE BENEFIT OF THE CUSTOMER AND DOES NOT APPLY TO ANY THIRD PARTY. ALL CLAIMS MUST BE MADE BY THE CUSTOMER AND MAY NOT BE MADE BY ANY THIRD PARTY. THIS WARRANTY MAY NOT BE TRANSFERRED OR ASSIGNED, IN WHOLE OR IN PART, BY THE CUSTOMER FOR ANY REASON WHATSOEVER. ANY SUCH ATTEMPTED TRANSFER OR ASSIGNMENT SHALL BE NULL AND VOID.

THIS WARRANTY SUPERSEDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED BETWEEN MARAHRENS AND CUSTOMER THAT ARE NOT PART OF THESE TERMS, WHICH ARE HEREBY DISCLAIMED AND EXCLUDED BY MARAHRENS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF USE AND ALL OBLIGATIONS OR LIABILITIES ON THE PART OF MARAHRENS FOR DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THE USE, REPAIR OR PERFORMANCE OF THE PRODUCTS.

MARAHRENS SHALL NOT BE RESPONSIBLE FOR, NOR HAVE ANY FINANCIAL RESPONSIBILITY FOR, UNINSTALLING, INSTALLING, REPLACING OR REPAIRING ANY OTHER PRODUCTS.

9.            INDEMNIFICATION.       Customer hereby agrees to indemnify, defend and hold harmless Marahrens, its parent, subsidiaries, affiliates and divisions, and its and their respective officers, directors, shareholders, agents and employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements and court costs) to the extent arising from, relating to, or in connection with (i) the negligence or willful misconduct of Customer, its agents, employees, representatives or contractors; (ii) Marahrens' compliance with designs, specifications or instructions supplied to Marahrens by Customer; (iii) use of a Product in an application or environment, or for a procedure for which it was not designed; (iv) use of a Product other than as labeled and/or other than in a manner consistent with the Product’s instructions for use or specifications; (v) improper installation or misplacement of a Product by Customer or by Marahrens in compliance with Customer’s instructions, or (vi) modifications of a Product by anyone other than Marahrens without Marahrens' prior written approval.

10.          MODIFICATIONS AND UPDATES.             Marahrens reserves the right, without notice to the Customer, to (a) change the specifications of any Product, (b) improve a Product in any manner that Marahrens deems necessary or appropriate and (c) discontinue the manufacture of any Product.

11.          ACCEPTANCE OF PRODUCTS.    The Customer will conduct any incoming inspection tests as soon as possible upon arrival of the Products, but in no event later than five (5) days after the date of receipt.  Any Products not rejected by written notice to Marahrens within such period shall be deemed accepted by the Customer and Marahrens shall not be liable for any additional costs, expenses or damages incurred by the Customer, directly or indirectly, as a result of any shortage, damage, defects or discrepancy in a shipment.  The Customer may not reject any Products for immaterial defects, including, without limitation, in measurements or coloration.

12.          LIMITATION OF REMEDIES.
(a)          NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MARAHRENS, OR ITS AFFILIATES, MANUFACTURERS, SUPPLIERS OR LICENSORS (AS THIRD PARTY BENEFICIARIES) BE LIABLE FOR DIRECT OR INDIRECT DAMAGES OR OTHER LOSSES OR LIABILITIES DIRECTLY RELATING TO THE PRODUCTS, OR OTHERWISE ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH THE SAME INSTALLATION OR OTHER USE OF PRODUCTS OR THE PROVISION OF SERVICES, IF AND TO THE EXTENT SUCH DIRECT OR INDIRECT DAMAGES OR LOSSES EXCEED THE ACTUAL AMOUNT PAID BY CUSTOMER FOR THE SPECIFIC PRODUCT(S) OR RELATED SERVICES THAT DIRECTLY GAVE RISE TO THE DAMAGES OR OTHER LOSSES OR LIABILITIES CLAIMED (PROVIDED THAT FOR ANY SERVICES, THE AMOUNT SHALL BE LIMITED TO THE AMOUNT PAID FOR SAID SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO BRINGING THE CLAIM), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, EXPRESS OR IMPLIED WARRANTY, TORT, PRODUCT OR OTHER STRICT LIABILITY, TRADE PRACTICES, OR OTHERWISE, AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

(b)          MARAHRENS SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DELAY IN FURNISHING THE CUSTOMER WITH PRODUCTS.

(c)          IN NO EVENT SHALL MARAHRENS’ LIABILITY INCLUDE ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSSES OR DAMAGES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT MARAHRENS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

13.          RETENTION OF INDUSTRIAL PROPERTY RIGHTS; CONFIDENTIALITY.   On behalf of itself and its manufacturers, Marahrens reserves all rights of trademark, ownership, copyright and other industrial or intellectual property rights to any trade or service names, software, firmware, specifications, technical data, drawings, illustrations, catalogs, models, documents and sales literature. Customer may not make use of any such or in any manner reproduce such without the express written consent of Marahrens or the manufacturer. Customer shall not disclose any such documents or information labeled “confidential” to any third party without our prior written consent.

14.          REGULATORY LAWS AND STANDARDS.                Marahrens makes no representation that its Products conform to federal, state or local laws, ordinances, regulations, codes or standards except as may be otherwise agreed to in writing by Marahrens. We are not responsible for installation of Products unless agreed upon in writing. In the event Marahrens installs Products, we will follow the Customer’s instruction and the Customer will solely be responsible for the placement and location of the Products.

15.          NO AGENCY.     Marahrens and Customer are independent contractors and not principal and agent. Nothing construed or contained in these Terms shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Without limiting the generality of the foregoing, Customer is not authorized to make, and shall not make, any representations on behalf of, or that are binding upon, Marahrens and shall take no actions on behalf of, or which are binding upon, or creating any liability under export laws and regulations for Marahrens.  The status of Marahrens and its personnel and any subcontractors is and will be that of independent contractors and no such personnel or subcontractors will, at any time or for any purpose, be deemed employees or agents of Customer.

16.          PRODUCT SPECIFICATIONS.       Marahrens’ Products are made only in the sizes, colors, materials and to the specifications set forth on the Site, in its catalogs and other literature. If any alteration is requested, such altered Product will be treated as a made-to-order item. We reserve the right to supply proofs of made-to-order Products to Customer for inspection and acceptance prior to fulfillment of the entire order.  Marahrens assumes no responsibility for typographical errors which may appear on the Site, in its catalogs or literature, and cannot accept alteration charges caused by such errors. Freight allowances will be determined at the time of shipment and shall be based on actual shipping weight.

17.          CHOICE OF LAW AND JURISDICTION.
(a)          This agreement, including any, quotation, purchase order, terms and conditions or other documents relating to or forming part of the purchase order shall be governed by the internal laws of the state of Florida, excluding its conflict of laws principles.  The UN Convention on the International Sale of Goods is specifically waived and excluded.

(b)          All disputes between the parties shall be exclusively adjudicated by the Federal and State courts in Florida and each party hereby consents to the in-personam jurisdiction of those courts and venue.  Each party waives any claim of forum-non-convenience. In consideration for entering into this agreement each party irrevocably waives its right to trial by jury.

(c)          Enforcement of any legal or equitable judgment or order may be had in any court of competent jurisdiction.

18.          FORCE MAJEURE.            Any delay or failure of Marahrens to perform its obligations hereunder shall be excused and the time for performance extended if, and to the extent that it is caused by an event or occurrence beyond the reasonable control of Marahrens and without its fault or negligence, such as by way of example and not by way of limitation, acts of God, actions by any governmental authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars, civil unrest, terrorism, sabotage, unavailability of raw materials, energy or transport and strikes (“Force Majeure”).  During the period of such delay, or failure to perform by Marahrens, Marahrens shall provide Customer with prompt written notice of such delay including a description of the cause of the event or circumstance, an estimate of the duration of the delay and a statement regarding the remedial steps that are being undertaken to resume performance.  Should the effect of Force Majeure continue for more than sixty (60) consecutive days, both parties shall settle the further execution of the purchase agreement through friendly negotiation.

19.          NOTICES.        
(a)          We may provide any notice to you under these Terms by: (i) sending a message to the e-mail address you provide or (ii) posting to the Site. Notices sent by e-mail will be effective when we send the e-mail and notices we provide by posting will be effective upon posting. It is your responsibility to keep your e-mail address current.

(b)          To give us notice under these Terms, you must contact us as follows: (i) by personal delivery, internationally recognized courier service or registered or certified mail to Marahrens USA, Inc. We may update the address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or email will be effective one business day after they are sent. Notices provided by overnight courier, registered or certified mail will be effective upon actual receipt. 

(c) Your email address provided at the time of purchase will be used (pursuant to Section 7 (3) UWG) to promote products similar to those you purchased with your order. You can object to the use at any time without incurring any costs other than the transmission costs according to the basic tariffs.

20.          PRIVACY.            We respect your privacy and are committed to protecting it. Our Privacy Policy, https://signage-safety.com/Information/Privacy-policy governs the processing of all personal data collected from you in connection with your purchase of Products through the Site.

21.          FINAL AGREEMENT.       These Terms and all documents specifically annexed thereto or referred to therein are a full and final statement of the terms of the agreement and all prior or contemporaneous discussions or writings shall not be deemed part of this agreement. These terms and conditions shall survive the termination of the agreement or purchase order.

22.          SEVERABILITY.  If any provision or portion of these Terms is invalid or unenforceable, such provision shall be deemed not to be a part of these Terms and shall not affect the validity or enforceability of the remaining provisions.