General sales
and delivery conditions

1. Conclusion of Contract / Priority

1.1 These Terms apply to quotations by Micro Matic and any order or other form of contract (“Contract”) entered into by Micro Matic and the purchaser (“Buyer”) in respect of Micro Matic’s goods and/or services, including documentation (“Deliverables”). Any provision of Buyer’s purchase order or other Buyer document that forms a part of the parties’ Contract and either i) is in conflict or inconsistent with these Terms or ii) imposes on Micro Matic liabilities that are additional to or different from those set forth herein shall be null and void. Any deviation from these Terms shall be effective only if expressly and specifically set out in Micro Matic’s quotation or in a Contract document signed by Micro Matic.

2. Prices / Payment; Ownership; Risk

2.1 If not otherwise stipulated, all prices are in SEK and exclusive of VAT, sales, GST, withholding and other taxes, duties and tariffs as well as transport costs.
2.2. Micro Matic reserves the right to increase the price of any goods up to the time of delivery due to price increases made by Micro Matic’s vendors, changes in currency exchange rates or tariffs, or conditions beyond Micro Matic’s control.
2.3. Unless otherwise agreed in writing, full payment shall be received by Micro Matic in immediately available funds prior to shipment and not later than 30 days after the date of Mico Matic invoice, whichever is earlier. In case of late payment, the unpaid balance is subject to interest at the maximum rate permitted by law or 2% per month, whichever is less. If payment is not made timely, Micro Matic may immediately, without notice and liability and in its discretion, terminate the Contract, suspend its performance and/or store any ordered goods at Buyer’s cost.
2.4. Micro Matic retains ownership in all Deliverables until payment in full is received. Risk of loss or damage to goods transfers to Buyer at the point of delivery.

3. Delivery

3.1. Unless otherwise confirmed by Micro Matic in writing, notified delivery dates are indicative only and describe the date when the goods are expected to be ready for shipment. In case Micro Matic stipulates expressly that the delivery dates or delivery periods are binding, such dates or periods are subject to Buyer’s timely performance of all its obligations, including without limitation timely delivery of accurate drawings / information, timely review and acceptance of Micro Matic drawings, technical information, samples, etc., and timely payment of all amounts due as well as events or circumstances beyond the reasonable control of Micro Matic, including events of force majeure, unforeseen delays by vendors, transportation delays, etc. Micro Matic is not responsible for any delay in transportation or delay by Buyer in accepting delivery.
3.2. If no Incoterm is stipulated, delivery shall be Ex Works Micro Matic’s facility as per latest version of Incoterms in effect on date of Contract. Partial shipments are permitted. If Buyer anticipates that it will not be able to accept delivery of the goods at the noticed date, Buyer will immediately notify Micro Matic, stating the reasons and when it will be able to accept delivery. In any event, if Buyer is not able to or does not accept delivery by the notified date, Buyer will pay any amounts that otherwise fall due on delivery and the risk in the goods passes to Buyer when the goods are ready for shipment. Buyer will be responsible for any storage costs. If it is agreed that delivery is to take place at a site other than Micro Matic’s place of business, transport to such site,
including any loading and unloading, is at Buyer’s own risk.
3.3. Micro Matic reserves the right to modify and/or update its products without notice as long as such modifications / updates do not materially and adversely affect product functionality.

4. Duty of Inspection and Notice of Lack of Conformity / Brochures

4.1. Buyer shall thoroughly inspect (and/or cause its contractors or agents to inspect) all Deliverables immediately on receipt to ensure that they conform with the Contract. If the Deliverables do not conform to the Contract (whether in quality or quantity) and this nonconformity is or should be observable by Buyer based on a thorough inspection, Buyer must give Micro Matic detailed written notice of such nonconformity without undue delay, and in any case no later than 10 business days from receipt of delivery / performance. Any damaged packaging must be reported immediately to Micro Matic, together with photographs of the same. If Buyer does not strictly comply with the above, Buyer may not later claim any nonconformity (whether it be, for example, nonconforming quality or insufficient quantity) that Buyer observed or could have observed with thorough inspection or any resulting damage.
4.2. All information, statements and representations of any kind that may be contained in any sales materials, brochures or other documents of Micro Matic prior to date of Contract shall be binding only if and to the extent expressly and specifically set out in the Contract.

5. warranty

5.1. Micro Matic warrants that i) its goods will be, at delivery, free from defects in materials and workmanship when subject to normal use and regular service and preventative maintenance, and ii) its services will be free of defects in workmanship. For goods, this warranty is valid for one year from the date the respective goods are ready for shipment and, for services, one year from the date the respective service was performed (“Warranty Period”). 5.2. Micro Matic is not liable for defects due to or based on misuse or neglect, failure to adhere to Micro Matic manuals and/or instructions, use of non-original spare parts, use of corrosive or abrasive substances, any design, information or requirements of Buyer, unauthorized alterations, accidents not due to Micro Matic, transport damage, or any damage due to installation or other service work not performed by Micro Matic. Micro Matic’s warranty does not cover items subject to normal wear and tear (e.g., gaskets, seals, o-rings, etc.). Micro Matic’s liability for warranty defects is limited to defects in Micro Matic’s Deliverables and does not extend to defects that arise from Micro Matic’s Deliverables being incorporated into or integrated with other equipment.
5.3. If any defect occurs or appears during the Warranty Period, Buyer must notify Micro Matic in writing of the defect, including a detailed description, and contact Micro Matic’s customer service department to obtain instructions. Such notice must be received by Micro Matic without undue delay within the relevant Warranty Period and in any event within no more than 10 business days after the date the defect is first observed or should have been observed by Buyer exercising due care, whichever is earliest. Should Buyer fail to comply with the foregoing, Buyer loses its right to have the defect remedied and any other rights in respect of the defect.
5.4. If, after receipt of notice, Micro Matic determines that the relevant Deliverable is defective and covered by its warranty, Micro Matic will, in its sole discretion, for defective goods either repair (or authorize a third party to repair) or replace the defective goods, and
for defective services, either re-perform or otherwise rectify the relevant service. Micro Matic’s choice of remedy is final. In case Buyer disagrees with Micro Matic’s determination that a defect is not covered by its warranty, Buyer shall give written notice of its disagreement to Micro Matic within 5 business days after Micro Matic’s determination (or Buyer is irrevocably deemed to have agreed to Micro Matic’s determination). If Buyer gives timely notice of its disagreement, either party may request that the issue be submitted to an independent third party acceptable to both parties (“Technical Expert”). The Technical Expert shall issue his/her decision in writing; such decision shall be final subject to the dispute resolution procedures stated in clause 11.
5.5. Any Deliverables remedied by Micro Matic pursuant to its warranty obligations will be subject to Micro Matic’s warranty under clause 5.1 for the remainder of the Warranty Period that applied to the original Deliverable.
5.6. If Micro Matic determines that the goods are subject to its warranty obligations, Micro Matic will be responsible for the cost of transporting the defective goods and any repaired / replacement goods to and from Buyer’s place of business; provided, however, Buyer will be responsible, at its own cost and risk, for removing, disassembling, installing, and making accessible the defective goods and/or any repaired / replaced goods pursuant to Micro Matic instructions. If a noticed defect is not covered by Micro Matic’s warranty, Buyer will pay Micro Matic its resulting costs, including without limitation those for inspection, analysis, transport, repair and/or replacement.
5.7. UNLESS AUTHORIZED IN ADVANCE BY MICRO MATIC IN WRITING, THE COST OF ALL WARRANTY REPAIRS BY BUYER OR A THIRD PARTY ENGAGED BY BUYER WILL NOT
BE REIMBURSED BY MICRO MATIC UNDER ANY CIRCUMSTANCES.
5.8. Defective goods that have been replaced by Micro Matic shall be made available to Micro Matic and shall become its property.
5.9. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, I) THE WARRANTY AND BUYER’S REMEDIES SET FORTH IN THIS CLAUSE ARE EXCLUSIVE IN RESPECT OF ANY DEFECT OR NON-CONFORMANCE (AND ANY RESULTING DAMAGES OR LOSSES) AND ARE IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES, WHETHER ORAL OR WRITTEN OR STATUTORY, EXPRESS OR IMPLIED; AND II) MICRO MATIC SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND/OR MERCHANTABILITY.
5.10. Micro Matic will not be deemed in breach of its warranty obligations as long as it is seeking to remedy with due diligence any defect according to this clause.

6. Limitations of Liability

6.1. Notwithstanding any other provision to the contrary, except only to the extent the exclusion or limited is prohibited by applicable law (such as, to the extent applicable, liability arising from wilful misconduct, gross negligence, or bodily injury) and regardless of the theory of liability (e.g., contract, negligence, misrepresentation or other tort, breach of warranty, indemnity, rescission or withdrawal, restitution, product or strict liability or otherwise), (i) Micro Matic shall not be liable for any loss of contract, revenues, margin or profits, loss of operations or use, loss of or damage to any beverage or other product, loss of gas, loss of goodwill, recall costs or contractual damages payable to third parties, in each case whether direct, indirect or otherwise, or for any indirect, consequential, punitive or special losses of any kind; and ii) Micro Matic’s liability under or in connection with the Contract and/or the Deliverables shall not exceed in the aggregate 100% of the Contract price. The limitations stated in this clause will survive and apply even if any remedy specified in these Terms fails of its essential purpose.
6.2. If Micro Matic should become liable for any recoverable damages or losses due to delay, such liability shall not exceed in the aggregate five percent of the Contract price.
6.3. Buyer is responsible for using Micro Matic’s products in a safe manner, as prescribed by applicable laws and as set out in any operating and maintenance manuals and/or instructions given by Micro Matic. If Buyer fails to strictly observe any of these obligations or if there is any damage to property or bodily injury (including that of third parties) as a result of any use of the goods supplied by Micro Matic, Buyer shall indemnify, defend and hold Micro Matic harmless from any resulting claims and liability.

7. Intellectual Property Rights and Confidentiality

7.1. Micro Matic retains and shall own all patents, utility rights, copyrights, trademarks and all other intellectual property rights and know-how in and to the Deliverables and all Micro Matic documents and information.
7.2. Buyer shall treat all information, drawings and data of any kind made available or provided by Micro Matic, whether done so orally, electronically, in writing, visually (whether via site visits, tests, audits, etc.) or otherwise, whether marked “confidential” or not, as confidential. Buyer shall not disclose any Micro Matic confidential information except to its officers, directors and employees who require the information on a need-to-know basis. Buyer may use Micro Matic’s information, drawings and
data only for operating and maintaining Micro Matic’s goods.

8. Force majeure

8.1. In case of force majeure, Micro Matic is released from his obligations as long as the force majeure impacts its operations. Force majeure exists if Micro Matic or any of its vendors are prevented from performing their obligations as a result of war, epidemics, insurrection, terror actions, public restrictions, import or export restrictions, governmental actions, strikes and other industrial conflicts (unless limited to Micro Matic), hurricanes, other natural catastrophes of nature of any kind, fire, power failures, computer viruses and any event or circumstance beyond the reasonable control of Micro Matic.

9. Export control

9.1. In the event any of the Deliverables are subject to export control restrictions, Micro Matic shall be entitled to recover any resulting additional costs and expenses it may incur and an extension of time, and Buyer shall comply with all necessary procedures and actions that may be reasonably requested by Micro Matic or required by governmental agency. If a license or other governmental approval is required and cannot be obtained or is revoked, Micro Matic will be excused with immediate effect, without having any liability, from performing its obligations under the Contract.

10. Data protection

10.1. Buyer agrees that Micro Matic may collect, process and use personal data and other data disclosed by Buyer in the course of the business relation with Buyer for the purpose of (1) managing and performing the Contract (which includes the creation and processing of invoices), (2) offering further goods and services to the Buyer and/or (3) managing the business relationship with Buyer via, for example, a customer relationship management system. Such data may include the following data categories of persons being employed or retained by Buyer inter alia name, title, company, function within the company, business contact details (phone and fax number, e-mail address, mail address), history of orders, history of issues (e.g., warranty claims or disputes). Within the limitation of the above-described purpose, Micro Matic can collect, process and use the above-described data (i) by itself and/or through the use of affiliates or other external subcontractors and (ii) from countries within and/or outside the European Union or European Economic Area. Transfers outside the EU/EEA / Buyer’s country, if any, will be safeguarded in accordance with applicable legal requirements. Personal data will be processed for marketing purposes only where permitted under applicable data protection law, for example, based on legitimate interest or with the data subject’s prior explicit consent. Buyer will ensure (if necessary, through disclosure to and consent declaration of the data subjects or other appropriate means available under the law) that Micro Matic can use the above-described data for the above-described purposes.

11. Choice of Law and Venue

11.1. The Contract and these Terms shall be governed exclusively by the laws of Sweden, without reference to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
11.2. Any dispute arising out of or in connection with this Contract, including any question regarding its existence, validity or termination, shall be exclusively referred to and finally resolved by the competent courts of Varberg, Sweden.

12. Miscellaneous

12.1. No amendment, modification or waiver of any of the provisions of these Terms shall be valid unless in writing and signed by both parties.
12.2. Except as set forth above, neither party shall have the right to terminate the Contract except for material breach that is not cured within a reasonable time after receipt of notice or in case the other party becomes bankrupt. Failure by Buyer to pay any amounts due Micro Matic shall be deemed a material breach.
12.3. Neither party may assign the Contract to a third party without the prior written consent of the other party except that both Parties may, upon written notice to the other, assign the Contract to an affiliate.
12.4. If any provision of these Terms is held invalid or unenforceable, such invalid or unenforceable provision shall be deemed modified or eliminated only to the extent necessary to make the provision valid and enforceable ensuring that the remainder Terms remain in full force and effect.
12.5. The Contract may be executed in multiple originals signed by the parties or by means of a secure electronic signature. The parties agree that their electronic signature expresses their consent to be bound by these Terms.
12.6. In case these Terms are in English and another language, the English version will prevail in case of any conflict or inconsistency (unless the contrary is mandated by applicable law).