MARANTEC AMERICA CORPORATION
TERMS AND CONDITIONS OF SALE
Revised August 1, 2022
1. General: These Marantec America corporations (hereinafter, " Marantec") Terms & Conditions are entered into to memorialize the sale of goods between the Parties. Marantec objects to and hereby rejects any additional or different terms in any Buyer's Purchase Order, Buyer's Acknowledgment, receipt, or other forms. This Agreement may not be modified by Buyer's Purchase Order or other forms, except by subsequent writing, signed by Marantec’s s authorized representative and Buyer's authorized representative.
2. Pricing: Prices and payments are in U.S. Dollars. Prices are subject to change without notice. Listed Prices are EXW at Marantec's Offices in Gurnee, IL.
3. Minimum Quantity: Marantec reserves the right to establish minimum order quantities at any time.
4. Freight: Goods shall be shipped F0B Marantec's dock in Gurnee, IL. Unless Shipments will be made as designed in Marantec’s Confirmation.
5. Risk of Loss: Title to and ownership of the goods and risk of loss of all goods sold shall transfer to the Buyer at the time that the goods are delivered to the Buyer's carrier on the Marantec dock in Gurnee, IL.
6. Charges: All freight, taxes, brokerage fees, insurance costs, and all other costs or charges are for the account of the Buyer, as is in compliance with all existing laws and regulations.
7. Payment Terms: Forms of payment are Business checks, Bank Card, or Wire Transfer. Payment is due: Net 30 days, with approved credit or as outlined on the customer invoice. Late charges of 1.5% per month are calculated from the invoice date on the unpaid balance and will be applied to all amounts which are unpaid after 30 calendar days. All costs of collection, including collection agency fees, legal fees, expert fees, and court costs, are to be paid by the Buyer. Future shipment(s) may be withheld until all late payments are paid.
8. The Buyer understands and agrees that he/ she/ it will not resell or "dump" Marantec products, including Marantec accessories, whether in current production or obsolete products, through third party-sellers or re-sellers who are not Marantec authorized sellers. Any and all Marantec products which are not purchased from Marantec authorized sellers are considered "grey market" purchases, which are without warranty or representations of any kind whatsoever. For any warranties, as specified in Section 10, to be in effect, Marantec products must be purchased from a Marantec authorized seller. This prohibition includes such internet sellers that sell grey market products utilizing sites such as inter alia., the Amazon companies, eBay, and Newegg. The Buyer understands and agrees that the Internet and electronic sellers of grey market Marantec products impair, diminish and damage the Marantec name, brand, and trademarks. The Buyer may sell Marantec products on its own internet site only when approved by Marantec in writing.
9. Marantec has adopted the following Minimum Advertised Price Policy (“MAP Policy”) for all Marantec products, except as designated by Marantec from time to time in writing or as posted on a website (“Covered Products”). Marantec’s goal in establishing this policy is to avoid degradation of, or damage to, the premium quality and image of its Covered Products and to the trademarks, other marks, brands, or trade names under which its Covered Products are sold. Marantec intends to sell these Covered Products only to Distributors/Resellers that do not advertise Covered Products below the Minimum Advertised Price set forth in this policy. Marantec may choose to enforce this policy through action up to and including termination of a Distributor/Reseller or another authorized distributor that advertises any Covered Product below the stated Minimum Advertised Price as set forth below. This MAP Policy will be applied and enforced as follows:
The minimum advertised price (“MAP”) for each Covered Product shall be the price designated as the MAP on the current Marantec price list as issued by Marantec from time to time, or, if no MAP is listed for any Covered Product, the MAP will be the Manufacturer’s Suggested Retail Price (“MSRP”) for that Covered Product minus 15% of that MSRP. Current price lists may be obtained by contacting a Marantec sales representative. The MAP for one or more products may be amended from time to time and may be suspended periodically for national, regional, and/or seasonal promotions sponsored by Marantec. Changes to the MAPs will be posted on the Marantec website designated by Marantec and will supersede the MAPs on the price lists. It is the responsibility of distributors of Marantec Covered Products to monitor the designated Marantec website for updates.
This MAP Policy applies to any and all forms of print and electronic media, direct mail, and audio and video communications.
Marantec considers any price advertised below the MAP a violation of its MAP Policy. For example, if a product with an MSRP of $34.99 is advertised at or below $29.74, this is a violation of the MAP Policy.
The MAP Policy only applies to advertised prices of Covered Products, and not the prices at which Covered Products are actually sold. The dealer is free to resell Covered Products at any price of its choice.
Marantec reserves the right to modify, suspend, or cancel the MAP Policy, or modify any or all MAPs at any time. Marantec will provide notice of any such modifications, suspensions, or cancellations on the designated Marantec website. It is the responsibility of each member of Marantec’s distribution network to monitor the Marantec designated website for updates.
If a dealer advertises prices below those required by this MAP Policy, Marantec shall take appropriate action to enforce this MAP Policy, including but not limited to one or more of the following actions:
Notify the dealer of the non-compliant advertisement with a reminder of Marantec’s MAP Policy on Covered Products.
Suspend the dealer’s right to sell the Marantec Covered Product in question for a period of time (e.g., thirty (30), forty-five (45), or ninety (90) days) depending on the breadth and severity of the MAP Policy violation, commencing from the date of notice from Marantec;
Suspend the dealer’s right to sell the entire Marantec series designation in question for a period of time (e.g., thirty (30), forty-five (45), or ninety (90) days) depending on the breadth and severity of the MAP Policy violation, commencing from the date of notice from Marantec;
Suspend the dealer’s right to sell the entire Marantec product portfolio for a period of time (e.g., thirty (30), forty-five (45), or ninety (90) days) depending on the breadth and severity of the MAP Policy violation, commencing from the date of notice from Marantec;
Suspend the dealer’s right to sell the entire Marantec product portfolio for a period of not less than one (1) year, commencing from the date of notice from Marantec; and/or
Terminate the Distributor/Reseller Agreement or other relevant agreement between Marantec and the member of the distribution network who has violated this MAP Policy.
Marantec will make all decisions concerning compliance with and enforcement of this MAP Policy unilaterally. This MAP Policy is a unilateral declaration of policy by Marantec and does not reflect or constitute an agreement between Marantec and any Distributor/Reseller, any other authorized distributor, or any other person or entity, and by issuing this policy Marantec is not seeking any such agreement.
10. Warranty: ALL WARRANTIES WITH RESPECT TO GOODS SOLD TO THE BUYER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. FURTHER, ALL LIABILITY FOR ANY DAMAGE RELATING TO ANY DEFECTIVE PRODUCT SHALL REGARDLESS OF LEGAL OR EQUITABLE THEORY, BE LIMITED TO THE ACTUAL PRICE PAID BY THE BUYER FOR SUCH GOODS AND SHALL IN NO EVENT, INCLUDE INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND. MARANTEC'S WARRANTY IS TO THE END USER OF THE GOODS AND IS LIMITED TO THAT SPECIFIC, WRITTEN LIMITED WARRANTY, WHICH IS INCLUDED IN THE MARANTEC BOX CONTAINING THE GOODS OR CURRENT TERMS LOCATED ON THE MARANTEC WEBSITE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MARANTEC IS NOT RESPONSIBLE FOR DIRECT, OR FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY BREACH OF WARRANTY OR CONDITION, OR UNDER ANY OTHER LEGAL THEORY, INCLUDING WITHOUT LIMITATION ANY COSTS OF REPLACING PERSONAL PROPERTY, OR COSTS OF RECOVERING OR REPRODUCING ANY PROGRAM OR DATA STORED IN A DEVICE USED WITH OR CARRIED IN THE MARANTEC PRODUCT.
11. Warrantied Merchandise Return Authorization: All merchandise returned for repairs, exchange, or credit must be accompanied by a Marantec “Return Goods Authorization” (RGA) form. Items scheduled for return for either credit or replacement must be requested within 30 days of discovery. Only items under warranty are eligible for return. Upon receiving the completed RGA form, the customer will be issued an “RGA” number upon warranty verification. This allows the return of the defective product for either credit or product replacement. A 20% restocking fee will apply to all dealer and wholesale customer returns. For consumer-based Marantec online Shop returns, all items MUST be unopened and in the same condition as sent from Marantec to the Buyer during the original invoice.
12. Availability: Marantec reserves the right to alter, modify, or discontinue any item or items without notification to the Buyer or end-user(s).
13. Delivery: Marantec will ship goods as provided in its Confirmation. Marantec is not responsible for delays or defaults due to extraordinary causes beyond its reasonable control, such as natural disasters or national emergencies. All orders shall be filled with reasonable promptness except that in case of fire, riots, acts of war, strikes, accidents, or other conditions, whether or not similar to those specifically named, which unavoidably halt the making of deliveries, deliveries contracted for may be canceled or partially canceled as the case may be, upon written notice to the Buyer. However, such interruption of deliveries shall not invalidate the remainder of this Agreement, but upon removal of the cause of the interruption, deliveries shall continue as before.
14. Confidentiality: Buyer shall consider all commercial, financial, or technical information supplied to Buyer to be confidential, and Buyer shall not divulge this information to any third party without the prior written consent of Marantec's Executive Management.
15. No Agency: The Buyer does not have and shall not hold itself out as having any right, power, or authority to create any contract or obligation, either express or implied, on behalf of, in the name of, or binding upon Marantec unless Marantec's Executive Management consents thereto, in advance, in writing.
16. Costs of Collection: In the event of non-payment or other default by the Buyer, the Buyer shall pay all expenses of Marantec, including collection agency fees, attorney's fees, expenses, and court costs incurred in connection with the collection of this Agreement or any other agreement with the Buyer.
17. Modification, Integration, and Entirety: This Agreement contains all of the agreements and representations between the Parties. None of the terms of the Agreement shall be waived or modified to any extent, except by a written instrument signed and delivered by all Parties. It is declared by both Parties that there are no oral or other agreements or understandings between them affecting this Agreement or related to the selling or servicing of the goods. This Agreement supersedes all previous agreements between the Parties and is a full and complete integration of the entire Agreement of the Parties.
18. Choice of Law and Venue: This Agreement has been made, executed, and delivered to Marantec at Gurnee, Illinois, and shall be construed in accordance with the laws of the State of Illinois, including the Uniform Commercial Code as adopted by the State of Illinois, in Lake County, Illinois.
Payment in U.S. Dollars. Terms EXW, Gurnee, IL.
Tax ID 36-414 2753
Checks should be made payable to:
Marantec America Corporation Receivables Department
5705 Center Point Court Gurnee, IL 60031
TO PLACE AN ORDER
EMAIL (preferred method)
Customer Service Helpline 1-888-622-2489
Marantec America Corporation
5705 CenterPoint Court
Gurnee, IL 60031