Effective Date: 01 January 2025
1. Application and Order Acceptance
These General Terms and Conditions of Sale (“Terms”) shall apply exclusively to all offers, sales, and deliveries of products (“Products”) by marlin LIGHTING (“Seller”) to its customers (“Buyer”). Any conflicting, different, or additional terms in the Buyer’s purchase order, documentation, or other communication are hereby objected to and shall not be binding unless expressly agreed to in writing by an authorized representative of the Seller.
A contract (“Order”) is formed only upon the Seller’s issuance of a written order confirmation or, if earlier, upon the Seller’s dispatch of the Products.
2. Quotations, Prices, and Taxes
Quotations are valid for 30 days from the date of issue, unless otherwise stated. Prices are based on costs at the time of the quotation. The Seller reserves the right to adjust prices to reflect any increase in costs, including raw materials, energy, and currency exchange rates, occurring before delivery.
All prices are exclusive of value-added tax (VAT), duties, and other governmental charges, which shall be paid by the Buyer unless a valid exemption certificate is provided.
3. Payment Terms
Unless otherwise expressly agreed in a written Order confirmation signed by an authorized representative of the Seller, the Seller’s standard payment terms are 100% of the Order value payable in advance before production commences.
The Seller may, at its sole discretion, agree to alternative payment structures for certain Orders, such as:
A 30% advance payment with the 70% balance due before shipment; or
A 50% advance payment with the 50% balance against an Irrevocable Letter of Credit.
For local sales within Italy, and only if specifically agreed in writing in the Order confirmation, payment terms of net 30 days from the date of invoice may be offered.
The Seller reserves the right to suspend performance, including halting production or withholding shipment, for any Order if the Buyer fails to make any payment when due. Interest on overdue amounts shall accrue at the rate of 1.5% per month or the maximum rate allowed by law, whichever is lower.
4. Delivery and Shipping
Delivery dates provided by the Seller are estimates only and are not guaranteed. The Seller shall not be liable for any delays in delivery arising from causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, embargoes, fires, floods, strikes, material shortages, or delays in transportation.
Risk of loss and title to the Products shall pass to the Buyer upon delivery to the carrier at the Seller’s premises (Ex-Works, INCOTERMS 2020), unless otherwise agreed. The Buyer is responsible for all shipping, insurance, and handling charges.
5. Inspection and Acceptance
The Buyer must inspect the Products immediately upon receipt. The Buyer will be deemed to have accepted the Products unless it notifies the Seller in writing of any visible defects, shortages, or non-conformities with the Order within 7 business days of delivery. For hidden defects not discoverable upon reasonable inspection, the Buyer must notify the Seller within 14 business days of discovery.
6. Warranty
The Seller warrants that the Products will conform to their applicable specifications and be free from defects in materials and workmanship for the duration specified in the separate marlin LIGHTING Product Warranty Policy.
THE WARRANTIES SET FORTH IN THE WARRANTY POLICY ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The remedies of repair or replacement are the Buyer’s sole and exclusive remedies for any breach of warranty.
7. Intellectual Property
All intellectual property rights in the Products, including designs, drawings, and technical documentation, remain the exclusive property of the Seller. The Buyer shall not copy, reverse engineer, or modify the Products without the Seller’s prior written consent.
The Buyer grants the Seller a license to use any of the Buyer’s trademarks, logos, or project names for marketing and reference purposes, unless otherwise agreed in writing.
8. Limitation of Liability
IN NO EVENT SHALL THE SELLER BE LIABLE TO THE BUYER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF PRODUCTION, OR BUSINESS INTERRUPTION), WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, EVEN IF THE SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The Seller’s total cumulative liability to the Buyer for any and all claims arising from or related to an Order shall not exceed the total purchase price paid by the Buyer for the Products giving rise to the claim.
9. Confidentiality
Both parties agree to treat all commercial, technical, and financial information disclosed by the other party as confidential and shall not disclose it to any third party without prior written consent. This obligation shall survive the termination of the Order.
10. Termination
Either party may terminate an Order by written notice if the other party commits a material breach of these Terms and fails to cure such breach within 30 days of receiving written notice. The Seller may also terminate an Order immediately if the Buyer becomes insolvent, enters bankruptcy proceedings, or ceases its business operations.
11. Governing Law and Dispute Resolution
These Terms and any Order shall be governed by and construed in accordance with the laws of Italy.
Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Milan, Italy. The parties expressly waive any right to trial by jury.
12. General Provisions
Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Assignment: The Buyer may not assign its rights or obligations under an Order without the Seller’s prior written consent.
Waiver: The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that provision or the right to enforce it later.
Entire Agreement: These Terms, together with the Order confirmation and the marlin LIGHTING Product Warranty Policy, constitute the entire agreement between the parties concerning the sale of the Products and supersede all prior agreements, negotiations, and communications.