1. Scope of validity

The following Terms and Conditions are valid for all orders from MakroSolutions. Deviations, in particular provisions in our customer’s terms and conditions in conflict with our own provisions, shall only be deemed valid on express written confirmation by MakroSolutions.

2. Scope of delivery obligation

The object of purchase and scope of services shall be determined according to the written order confirmation. Any services not included in the order confirmation shall be billed separately. Technical specifications are approximate  unless expressly marked as binding. MakroSolutions reserves the right to make necessary changes at any time. The scope of supply and services shall not include installation or assembly. The installation terms of MakroSolutions shall apply.

3. Technical documentation

All technical documents such as drawings, illustrations, descriptions, etc. shall remain the property of MakroSolutions, and may not be divulged to third parties, copied, duplicated or used in own work.

4. Laws and regulations at the destination

The customer shall inform MakroSolutions as to applicable regulations at the destination with respect to delivery, installation, operational requirements, HSE requirements and similar in a timely manner. Safety mechanisms shall also be supplied as agreed in writing.

5. Prices

All prices are quoted EXW in euros, including packaging. All additional costs such as freight, insurance, taxes, fees, customs and levies, permits, certifications, etc. shall be borne by the customer.

6. Payment terms

Payment shall be made net cash without deductions directly to MakroSolutions. The account shall be regarded as settled once the amount in euros is freely available to MakroSolutions at the place of performance. Payment deadlines shall be met even if the shipment from the factory is delayed for reasons outside the sphere of influence of MakroSolutions. Lack of insubstantial parts that do not render the use of the goods delivered unusable or other claims of liability or other obligations on the part of MakroSolutions shall not qualify for payment postponement or deduction.

7. Delivery period

The delivery period in days or months shall begin when the contract has come into force, any administrative formalities have been dealt with or payments or payment guarantees to be made on the order have been made, and the main technical specifications have been settled. Delivery shall be deemed to have been made once the goods are available for shipping ex works.

The delivery period shall be extended by the corresponding amount:

• If the customer’s information as required by MakroSolutions to execute the order has not been provided on time, or has subsequently changed
• In the case of force majeure (events beyond the sphere of influence of MakroSolutions should arise regardless of whether the customer or third party is responsible). Force majeure shall include (non-exhaustively): epidemics, insurrection, war, riots, major operational breakdowns, accidents, labour disputes, governmental action or natural phenomena
• If the customer is behind on its own performance or contractual obligations, in particular if the customer fails to comply with the terms of payment

Partial deliveries shall be permitted, and the partial delivery concerned shall be considered as a delivery. The customer shall not be entitled to compensation for late delivery. The customer may only withdraw from the contract for delay in delivery after setting MakroSolutions a reasonable deadline in writing that MakroSolutions fails to meet for reasons within the sphere of influence of MakroSolutions.

8. Retention of title

MakroSolutions shall retain the legal title to the goods until payment has been made in full. The customer shall contribute any efforts required in protecting the property of MakroSolutions, such as in the case of administrative recognition of this retention of title on the goods.

9. Benefit and risk

The benefits and risk applicable to the goods shall be transferred to the customer once the goods are ready for shipping ex works. If transport is delayed or prevented for reasons outside the sphere of influence of MakroSolutions, MakroSolutions shall be entitled to store the purchased item or keep the goods stored by a third party at the expense and risk of the customer.

10. Insurance

The customer shall be responsible for insuring the goods against any form of loss or damage from the transfer of benefit and risk. The customer shall also bear the risks and cost of any insurance concluded by MakroSolutions.

11. Shipping

Shipping shall be at the expense and risk of the customer. MakroSolutions shall be noted in a timely fashion of any special requests for shipment. Any complaints arising from shipping upon receipt of the goods or shipping documents shall be lodged immediately by the customer to the last carrier and the insurance company.

12. Inspection and acceptance of delivery

The customer shall notify MakroSolutions in writing of any faults or defects affecting the goods immediately, or at the latest within ten days of goods receipt. If the customer fails to do so, the goods shall be regarded as accepted and any guarantees covering the faults or defects that should have been noticed on proper goods inspection shall lose their validity. If MakroSolutions is responsible for installation or assembly, both parties shall sign an acceptance protocol including any faults in the goods on transfer of the goods in functional condition. The acceptance test shall take place by the end of the month after installation or assembly work has been completed. Commencement of productive operation shall in any case be regarded as acceptance.

13. Intellectual property and copyright affecting the purchased goods

Intellectual property rights including patents to the purchased goods shall be retained exclusively by MakroSolutions or its licence issuers. The customer shall acquire the right to use the purchased goods in the contract, and shall not alter or remove markings or references to MakroSolutions (trademarks, company name, etc.) or patent or copyright notices.

14. Guarantee (physical goods)

MakroSolutions shall at its own discretion repair or replace any parts that are defective or unusable due to poor materials, faulty design or poor workmanship as soon as possible on the written request of the customer. Replaced parts shall become the property of MakroSolutions. No further claims by the customer due to defective delivery, in particular for damages or termination of the contract, shall be entertained.
The guarantee shall be subject to a period of twelve months for normal operation and six months for daily operation at more than ten hours per day; the guarantee period shall begin on delivery ex works or after acceptance once MakroSolutions has completed the installation or assembly by signing the acceptance protocol, or once productive operation has begun.
The guarantee period shall end no later than eighteen months after the goods have been made ready for shipping in the case of shipment delays for reasons outside the sphere of influence of MakroSolutions.
The guarantee period for replaced parts shall begin from that point on, and expire at the latest twenty-four months after the beginning of the guarantee period for the main goods.
The guarantee shall not cover parts subject to wear and tear, or damage resulting from normal wear, improper maintenance, neglect operation manuals, excessive strain, unsuitable equipment, chemical or electronic influences, or for any other reasons outside the sphere of influence of MakroSolutions. The guarantee shall cease to apply if the customer or third parties should modify or repair the purchased goods without the approval of MakroSolutions, or the customer should fail to notify MakroSolutions immediately and take the appropriate damage minimisation steps, and ensure that MakroSolutions is able to repair the damage.
All contractual and non-contractual obligations of MakroSolutions shall expire if the customer fails to exercise certain guarantee claims by the end of the guarantee period.
The guarantee terms set by original manufacturer shall apply to any bought-in goods ordered from and delivered by other suppliers or manufacturers to MakroSolutions. This shall exclude any bought-in products for electronic data processing (hardware and software), where the customer’s guarantee rights shall be governed by the terms of the suppliers or contractors, which MakroSolutions shall disclose to the customer on request. The customer shall be responsible for entering into service contracts with third-party vendors or taking on the maintenance of bought-in electronic data processing products or having this carried out by contractors at the customer’s own risk. MakroSolutions shall provide the same guarantees for software developed by MakroSolutions and sold to the customer (MakroSolutions software) as for all other goods purchased. MakroSolutions shall provide updated or patched software versions to the customer free of charge during the guarantee period, and the customer shall install the upgraded versions and use only these improved versions.
MakroSolutions shall take on responsibility for any service, maintenance and other services related to purchase items beyond the guarantee provided by MakroSolutions, for which the customer shall be charged the standard rates and other expenses. The customer may instead conclude a service contract with MakroSolutions.

15. Guarantee (ownership, intellectual property)

MakroSolutions guarantees that the purchased goods do not violate the intellectual property of third parties, in particular patents and copyrights, as would preclude or seriously hinder the contractual use of the goods at the destination.
MakroSolutions shall at its own expense provide defence against any third-party claims arising from alleged intellectual property infringements against the contractual use of the goods at the destination, and reimburse the customer for any damages awarded to the third party from the customer. MakroSolutions shall at its own discretion take one or more of the following actions to counteract any cease-and-desist court orders from third parties against the customer as accepted by MakroSolutions: 

• Purchase the rights allowing the customer to use the goods according to contract by way of third-party licence at the expense of MakroSolutions
• Replace the goods or parts thereof with technically and functionally equivalent goods so as to cease violating the rights of the third party at the expense of MakroSolutions
• Take back the goods or parts thereof while refunding the customer, deducting a reasonable amount for the use of the goods so far. Parts shall only be taken back if their replacement is technically and functionally possible with corresponding parts from third parties, and if any price difference would not constitute undue burden for the customer or if MakroSolutions agrees to bear that difference. No further legal claims arising from guarantee of title, in particular compensation claims, shall be entertained. The above provisions shall cease to apply if the customer should fail to remind MakroSolutions of court or out-of-court negotiations with third parties within five working days, does not submit full control of the proceedings to MakroSolutions, or enters into agreements with the third parties concerned without the approval of MakroSolutions. 

16. Liability

MakroSolutions shall carry out the order according to the contract and fulfil its own obligations according to guarantee to the exclusion of any further liability towards the customer or other third party to the extent permitted by law.

17. Performance, jurisdiction and applicable law

The place of performance for all obligations of the two Parties shall default to the registered office of MakroSolutions.
German law shall apply beyond the terms in the specific contract and these Terms and Conditions. The sole place of jurisdiction for any disputes between the Parties shall be Leipzig.

1 February 2013

MakroSolutions GmbH

Mommsenstrasse 6

D-04329 Leipzig, Germany

Telephone +49(0)341 225226-00
Fax +49(0)341 225226-69