Marzek Kner Packaging Llc. and Marzek Flexilog Llc.'s General Business Terms and Conditions
Quotations are valid for 30 days. Orders can only be considered as accepted if the order is confirmed in writing. The confirmation is authoritative regarding the content of the delivery contract. This is binding even when the order confirmation differs from the content of the order, unless the customer contradicts the order confirmation in writing within two days from its receipt. Vendor reserves the right to partially accept the orders, or to refuse them completely.
2. Invoiced amount
The invoice is issued when the order is accepted or after (even partial) delivery, storage. Unless otherwise agreed, additional production, colour reconciliation, author's proofreading, and supplementary jobs that were provably carried out during the fulfilment of the order are invoiced in accordance with the expenses. Possible duty, fees, charges are the Customer's costs. Delivery charges can be invoiced separately.
3. Terms of payment
Unless otherwise agreed by the Parties, the invoiced amount shall be paid without deductions within 30 days from the date of performance.
In case of bank transfers the number of the invoice shall be provided in the client data/identification number line.
- for Marzek Kner Packaging Llc. IBAN: HU27 1040 2609 5052 6689 6851 1004,
- for Marzek Flexilog Llc. IBAN: HU27 1040 2609 0002 9339 0000 0008
The Customer cannot deduct any claims from the payable amount. In case of default in payment - if it does not generate higher costs for the Vendor - the following fees are charged: 1.5 % default interest, furthermore the sum defined by Act IX. of 2016 on collection flat rate for every justified notice, also other collection costs preceding the lawsuit, especially the expenses of the collection office. All charges of the payment are settled by the Customer. If significant decrease becomes known in relation to the Customer's liquidity, or in case of default payment, the Vendor has the right to stop all ongoing productions, also to make all unsettled invoiced amounts due even for partial fulfilment and for stored goods.
The prohibition of assignment defined in the Customer's 'General terms of business and purchasing' and any other contract condition in relation to that is considered void.
4. Property right reservation
The delivered goods remain the property of the Vendor until the invoice is fully paid and it cannot be put in pledge or cannot be transferred as security. During the time of the property right reservation, the Customer is entitled to sell the delivered products to third parties at normal business terms. The Customer waives any claims against the clients and any additional rights in favour of the Vendor at the time of signing the contract. However the Customer is entitled to collect the money as long as there is no default in payment towards the Vendor. The Vendor has the right to inform the Customer's client about the mentioned assignment and/or ask for the notice of the assignment for the register from the Customer. The Customer is obliged to hand over all documentation and information to the Vendor that is required to enforce the rights. The consent given for resale immediately loses validity if the payment is terminated or insolvency proceeding is initiated or started against the Customer's assets. If the Customer is in default with fulfilment of the payment obligations, insolvency proceedings are initiated or started against customer's assets, or if Customer does not fulfil any other contract related obligations, Vendor - also upkeeping the sales contract, and by own decision - has the right to claim handover of the goods, to remove them and/or to collect the guarantee related assignments against the claims, also to demand reimbursement of all occurring costs.
The offer price contains simple packaging of the printed products. Further requests of the Customer are invoiced separately if these are not part of the offer.
6. Delivery deadline
Vendor tries to comply with the delivery deadline provided in the order verification. Unless otherwise agreed, the delivery deadline is the date when the product leaves Vendor's plant. Vendor is entitled to modify the above mentioned deadline if the proper contract documentation, corrections, or Customer's instructions are not received on time, or within the agreed time frame. All extra costs that are attributable to Customer shall be invoiced.
Transportation from the plant in standard packaging shall be paid by Customer. Unless otherwise agreed, Vendor specifies the transporting vehicle and route but is not responsible for choosing the fastest and shortest option. Customer's special requests (e.g.: express transportation method, special packaging, and use of a designated carrier) can be taken into consideration where possible with the extra cost charged. Unless otherwise agreed, the allowed amount of excess or short shipment is +/- 5% of the ordered amount.
Differences considered as average regarding size, colour, gluing, stitching, printing, weight (maximum 5%) and other production related differences do not provide a basis for complaint. Agreements in relation to specifications and tolerances always concern 99% of the delivered prints. Further differences which are common for mass production that can occur with about 1% of the prints do not provide a basis for complaint. Complaint cannot be made for differences in the quality of paper, cardboard and other materials provided by Vendor if they are accepted in the subcontractor's delivery terms which shall be provided upon request; or if the mentioned differences occur due to printing techniques and are related to test prints and the printed volume.
Vendor shall be immediately informed in writing about complaints regarding recognizable faults, identifiably incomplete or inadequate delivery. Hidden faults shall be stated in writing within six months from delivery. If disclosure of complaints or faults is delayed, the shipment is considered accepted (even for hidden faults). If part of the shipment is incomplete, it cannot result in a complaint for the whole cargo. If the complaint proves to be justifiable, we deliver exchange products or by own decision, the Vendor provides a credit note for the faulty products; however, in case of quality defects this only takes place if the faulty number of pieces are sent back within two weeks from the fault being identified. Further resort to guarantee related remedy is not available for Customer. Vendor is not responsible by any means for damages that result from inadequate storage or handling of the products by Customer. Customer is not exempted from the responsibility to test the adequacy of the offered materials (through a trial production) for the Customer's defined production purposes. Vendor takes no responsibility for the suitability of the delivered goods for the defined utilization goal.
9. Sizes and size differences of cardboard boxes and bulking paper packaging materials
There are different tolerances by production methods and production plants, about which the Vendor can provide information.
10. Printed codes
Vendor provides impression of codes (e.g. bar codes, QR...) in the quality that is usual for commerce, in accordance with the existing technological conditions. Vendor cannot take any further guarantees. Vendor is not responsible for readability of the codes if the Customer adds criteria in relation to them (e.g.: reduced white area around the code, colour choices, enlargement factor,...) Regarding readability, especially with cash registers used in commerce, we cannot make extensive declarations due to the lack of a unified measurement and reading technology. Based on the printing process we cannot guarantee for example quality class A and B that is required by CEN (European Committee for Standardization). In case of other code types, we cannot make general statements as readability depends on the coding.
11. Contractual documents, provided materials and data
We do not take responsibility for manuscripts, sketches, reproductions, provided materials, samples and other documents even if these were prepared by the Vendor or the Vendor's executing colleagues.
Vendor has the right to otherwise utilize the documents that were not removed within four weeks from the given notice.
Vendor does not have inspection or notification obligation regarding the materials, tools and printing equipment e.g.: the provided composition, templates, impressions, data carriers, films, die-cutter, etc. that are handed over by Customer; Vendor does not take responsibility for faults occurring in or in relation to materials and printing equipment provided directly or indirectly by Customer, or for such fault of the finished product that is related to the provided faulty data. Vendor does not inspect the form and the content correctness and completeness of the saved data (pictures, texts), especially in case of provided data carriers and transferred data. This concerns for example spelling, copyright, and competition law, regional and national regulations that are in force in Hungary and in other countries. Vendor does not take responsibility for legal and standardization related compliance of the design and the data, even if the design or the data is prepared by the Vendor or the Vendor’s executing colleagues. If Customer specifically asks for inspection, a separate invoice is issued about it and about the necessary proofreading.
12. Reception of digital data from the Customer
Customer provides the character set with the data (name of the character, its producer, and version number), a final printing and colour impression, and a detailed listing of the data provided on the data carrier or handed over in any other way (name, folder, date, and time). If the Customer does not prepare a final printing and colour impression or a detailed listing of the data, Vendor will prepare these, and it will be invoiced to Customer. In order to eliminate faults, Customer is obliged to clearly indicate the following data on the impression: 'location' of the pictures and texts, special effects, like placement on a different background, distortions, special colours, (exact specification by the HKS or the Pantone scale) colour gradients, abd format (with and without cutting); screen frequency and printing method. In order to eliminate deterioration of quality, colour pictures and graphics shall be sent as CMYK file. If this does not happen, the time spent with conversion of the RGB file to CMYK, and the time spent with post-production shall be invoiced. Customer guarantees that during the preparation of the data-carrier, solely licensed character sets were used. Vendor is entitled to invoice the costs that are related to reception, inspection, archiving, storage and outbound transfer of the provided data and other contractual documents.
13. Property right
Data, sketches, compositions (films and data carriers), reproductions, printing plates, clichés, films, die-cutters prepared by the Vendor, and other resources prepared or purchased in relation to the production process remain the Vendor's asset unless the Customer paid the counter value of these jobs.
14. Special or supplementary services
Editing and test printing charges are invoiced separately, and they are not included in the delivery price. The same concerns any atypical special requests e.g.: colour reconciliation, finishing process with the printed material and assembling. Samples and sketches prepared for Customer's request remain the Vendor's assets in all cases and they are invoiced even if the order is not fulfilled. Consultancy is invoiced in accordance with the expenses.
15. Composition and printing faults
Customer is obliged to check the provided proofreading thoroughly in relation to text, pictures, positioning and choice of colours, etc. The impression containing the unambiguous proofreading shall be signed and sent to Vendor. The faults are corrected free of charge if Vendor is accountable for them. Other changes carried out on the original galley-proof are invoiced in accordance with the time spent on them (author's correction). Vendor does not take responsibility for foreign language texts, symbols and special characters even if preparation of the composition is ordered from Vendor. We do not take responsibility for such printing and execution faults which were disregarded by Customer on the impression accepted as ready for press. We do not take responsibility for accuracy of carried out changes that are ordered on the phone, by handwriting (if it is clear) or verbally.
If the Parties explicitly agree on temporary warehousing at the Vendor, Vendor - except for deliberate breach of duty and gross negligence – takes responsibility for losses or damages occurring during storage up to the value of the goods. Vendor is not obliged to take out insurance to cover the risks concerning the stored goods. Customer is obliged to take over the goods for which delivery instructions were given at the time that was agreed on. If the deadline is overrun - which is 6 months from production the most - the remaining stock can immediately be invoiced and/or delivered without delivery instructions. If the stored goods cannot be utilized faultlessly any longer (e.g. if the due date is exceeded), these can be destroyed or disposed of subject to charges without further notice. If the agreed warehousing time is exceeded, the cost of storage is invoiced from the 7th month after production the latest, the extent of which is 1% of the value of the stored goods.
17. Copyright and distribution rights
If the Vendor owns the copyright and performance protection related utilization rights regarding the delivered printed products or parts, Customer only gains the non-exclusive right to distribution of the products delivered by Vendor. The distribution right is limited to the contractual utilization aims within the frame defined by the agreement (number of copies, time and area limitations, etc.); in case of uncertainty the scope of usage specified on the invoice or on the delivery note is authoritative. In all cases, Customer only gains as much right as necessary for reaching the aim defined in the contract or in the placed order. Unless otherwise agreed the distribution right only covers one release (in one publishing) and solely applies to the print carrier (e.g. label) that was defined and set by the contracting parties, and it does not cover (further) advertising purposes. If the Vendor provides data, sketches, drawings, etc. for Customer, these remain Vendor's assets and - unless otherwise agreed by the parties in writing - can solely used for Customer's internal purposes, they cannot be published, and cannot be transferred to third parties, also they cannot be made available for third parties. Otherwise the utilization rights, especially the reproduction rights still remain Vendor's assets. Solely the Vendor is entitled to use the reproduction tools (composition, data carrier, films, etc.) and printed products, which were manufactured by Vendor, to prepare multiplied copies. Vendor is not obliged to hand over such reproduction devices. Customer is obliged to check if Customer has the right to reproduce the galley-proofs or to utilize them in other planned ways, and whether this is lawful. Vendor has no such obligation regarding copyrights or other content related inspection or notification. In case of breach of the above Vendor reimburses damages and exempts itself from liability.
18. Content compliance
Vendor does not take responsibility for legal compliance of contents, proofreading, and sketches even if these are produced by Marzek Packaging Llc, or by Marzek Flexilog Llc. This especially applies to copyright, competition law, regional, national and international (distinction) regulations that are in force in Austria and in other countries regarding the product. Customer's reservations, limitations and notes cannot be considered effective especially for the approval of the imprimatur.
19. Customer's compensation claim
Customer's compensation claim is void particularly in case of default, the fulfilment becoming unfeasible, positive breach of contract, mistake made at contracting, or when such actions take place which are not allowed unless these occur intentionally or due to gross negligence. Compensation is excluded in all cases for successive damages due to a fault, for other successive damages, for lost profit, for claims from third parties. Vendor and frontloaders or suppliers' responsibility is also excluded for a faulty product in relation to financial damage caused to a contractor. Customer is obliged to inform clients about this liability disclaimer. If compensation claim is filed on a product liability basis against Customer, Customer waives the assertion of the counter claim right.
20. Reference identification
Customer gives consent for Vendor to use Customer's business relations, or the products manufactured for Customer as reference for advertising purposes and to publish them.
Solely the present delivery and payment terms apply - unless otherwise agreed in writing – to all business transactions between Customer and Vendor. Customer accepts the present delivery and payment terms by placing the order. Customer's business terms that differ from Vendor's or from the permissive legislation are only valid if they are specifically accepted in writing. The above is valid for all future business transactions, and also within the frame of the ongoing business relations. Vendor's silence regarding the business terms sent by Customer can never be considered as given consent even if specific objections will never be made against it in the future. In accordance with the consumer protection law, present terms only apply to consumers if those are not contradictory with the mentioned law. Agreements differing from or supplementing the present delivery and payment terms can only be made in writing. If any regulations of the present delivery and payment terms become void, it does not affect the validity of the remaining regulations and of the contracts based on them. The void regulation shall be replaced with such valid regulation that stands closest to the meaning and aim of the void regulation.
22. Data protection
Vendor is entitled to store, forward, change and delete customer's personal data during the business transactions.
23. Place of performance, court jurisdiction
Place of performance is Vendor's plant in Bekescsaba. The court of competent jurisdiction is in Bekescsaba. In case of export deals aimed at countries acknowledging the international court of arbitration the court of competent jurisdiction is the Permanent Court of Arbitration operating by the Hungarian Chamber of Commerce and Industry. Vendor has the right to appeal to the competent court at Vendor's seat in Bekescsaba or to the competent court at customer's seat.
24. Applicable law
In relation to the legal relation with Customer, the Vienna Convention on international trade contracts of goods and the complementing Hungarian law is authoritative.