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.
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:
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.
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.
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.
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 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.
1 February 2013