الشروط والأحكام

1. Parties and acceptance

These Terms & Conditions ("Terms") govern access to eumachex.com and services supplied by TekniCon AB, trading as EUMachEX ("EUMachEX", "we", "us" or "our"). The customer, seller, buyer, bidder or other business engaging us is referred to as the "Client" or "you". By requesting a quotation, issuing instructions, signing an engagement, paying a fee, submitting a bid through us or otherwise using our Services, you confirm that you act for business purposes, have authority to bind the relevant organisation and accept these Terms. A separate quotation, order confirmation, mandate, inspection scope, invoice or written agreement may add to or vary these Terms. If documents conflict, the more specific written transaction document prevails.

2. Our role

EUMachEX is primarily an independent sourcing, brokerage and coordination service. Unless a transaction document expressly states that EUMachEX is the seller and owner of a machine, EUMachEX does not take title to the machine and is not the manufacturer, owner, auctioneer, carrier, customs authority, insurer or financial institution.

• We may introduce buyers and sellers, identify machines, gather information, coordinate inspections, support negotiations, represent a Client at an auction and coordinate export or logistics services.
• The purchase contract for a machine will normally be between the buyer and the machine owner, dealer, auction house or other identified seller.
• Third-party suppliers remain responsible for their own goods, information and services. Their separate terms may apply.
• No statement on the website creates a binding offer. Availability, specification, price and seller acceptance remain subject to confirmation.

3. Services

The Services may include one or more of the following, as stated in the applicable quotation or engagement:

• CNC and industrial-machine sourcing across Europe;

• market search, seller contact, information collection and transaction coordination;
• auction research, bid strategy support and auction representation under a written mandate;
• visual, functional or technical inspection coordination and reporting;
• commercial negotiation and brokerage;
• document collection, export preparation, customs-broker coordination and shipping coordination; and
• other engineering or advisory services expressly agreed in writing.

The exact scope, assumptions, exclusions, deliverables, timing and price must be stated in a written quotation, order confirmation or engagement. Work outside scope may be charged separately.

4. Client responsibilities

• Provide complete, accurate and timely technical, commercial, destination, compliance and budget requirements.
• Review all specifications, reports, photographs, videos, quotations and transaction documents and promptly identify discrepancies.
• Conduct independent legal, tax, customs, financial, technical and operational due diligence appropriate to the value and intended use of the machine.
• Ensure that the machine is suitable for the Client’s processes, tooling, materials, software, electrical supply, factory layout, safety requirements and local laws.
• Provide lawful payment, shipping and end-use information and obtain all permits, licences, approvals and import authorisations not expressly allocated to EUMachEX.
• Nominate authorised contacts and protect account, auction and payment credentials.
• Not circumvent EUMachEX in relation to counterparties or opportunities introduced by EUMachEX, as described in Section 15.

5. Machine information and availability

Used machinery information is often supplied by third parties. Unless expressly warranted in a signed contract by the party giving the warranty:

• descriptions, year, hours, control version, options, accessories, service history, production capability, photographs and videos are indicative and must be verified;
• machines remain subject to prior sale, withdrawal, auction result, seller approval and price change;
• hour meters may not be independently verifiable and may not represent total machine operating time;
• measurements and conversions may be approximate; and
• website listings are invitations to inquire, not binding offers.

6. Used machinery; condition and risk

Used machines are sold or acquired with age-related wear, repair history, obsolescence and operational risk. Unless the final sale contract expressly states otherwise, the machine is acquired on an "as is, where is" basis with all visible and hidden defects, and without warranties of merchantability, fitness for a particular purpose, production output, accuracy, regulatory compliance, software licensing, safety conformity or availability of spare parts. The Client must assess whether guarding, CE documentation, risk assessment, manuals, emergency systems, electrical components, software, tooling or other features require repair, upgrade or local certification before installation or operation. A machine must not be energised or operated until installed, commissioned and risk-assessed by competent personnel.

7. Inspections and reports

• An inspection is limited to the written scope, time available, access permitted, machine condition at the inspection date and tests authorised by the owner.
• Unless expressly agreed, an inspection is not a destructive test, metrology certification, full geometric acceptance test, legal compliance audit, valuation, guarantee or prediction of remaining service life.
• Some defects may be intermittent, concealed, inaccessible or not detectable without production testing, dismantling or specialist equipment.
• Reports state observations and professional opinions based on available information. The Client remains responsible for the purchase decision and may appoint its own independent specialist.
• Inspection liability, if any, is subject to Sections 17 and 18 and any specific inspection engagement.

8. Auction representation

Auction services require a written mandate specifying the auction, lots, maximum bid, currency, taxes, buyer’s premium and any conditions. The Client must provide cleared funds or other security if requested before bidding. EUMachEX may refuse or stop bidding if instructions are unclear, funds are unavailable, compliance concerns arise or platform conditions prevent participation. Auction bids are normally irrevocable. The Client bears the purchase price, buyer’s premium, taxes, dismantling, loading, storage, collection, transport and all auction-house charges. EUMachEX is not responsible for platform outages, competing bids, auctioneer decisions, lot withdrawal, description errors or failure to win a lot, except to the extent caused by EUMachEX’s gross negligence or wilful misconduct.

9. Quotations, fees and commissions

• Fees may be fixed, hourly, success-based, commission-based, reimbursable-cost based or a combination, as stated in writing.
• All prices exclude VAT, customs duties, withholding taxes, bank charges, exchange costs, travel, testing, dismantling, loading, storage, insurance and third-party expenses unless expressly included.
• A success fee or commission becomes earned at the milestone stated in the engagement, or, if none is stated, when the Client or a related party enters into a transaction concerning an introduced machine or counterparty.
• Reasonable pre-approved expenses and unavoidable third-party costs are payable by the Client.
• Quotations remain valid only for the period stated and may be revised if scope, timing, access, currency, third-party pricing or assumptions change.

10. Payment

• Invoices are payable in the currency and by the due date stated. If no due date is stated, payment is due within 10 calendar days.
• Payment must be made without set-off, counterclaim or deduction except where required by mandatory law.
• Late amounts may accrue statutory interest and recovery costs under applicable Swedish law.
• EUMachEX may require deposits, retainers, milestone payments, proof of funds or full prepayment of auction bids and third-party costs.
• EUMachEX may suspend Services, withhold deliverables or decline to place bids while amounts are overdue or funds are insufficient.

11. Purchase price and client funds

Unless expressly agreed in a separate written arrangement, the Client should pay the machine seller, auction house, carrier or other third party directly. EUMachEX does not act as a bank, escrow agent or payment institution. If EUMachEX exceptionally agrees to receive or forward funds, the arrangement must be documented in advance, may require identity and source-of-funds checks, and does not create a trust or regulated escrow relationship unless expressly stated and legally permitted.

12. Taxes, customs, export controls and sanctions

The Client is responsible for determining VAT, customs duties, import taxes, withholding, EORI or importer registrations and destination-country obligations, except to the extent a quotation expressly assigns a task to EUMachEX or a named broker. Any customs or tax estimate is informational and not a guarantee. All parties must comply with applicable sanctions, export-control, anti-money-laundering, anti-bribery and trade laws. The Client must disclose the final consignee, end user, destination and intended use and must not divert machinery or technology unlawfully. EUMachEX may conduct screening, request documents, refuse a transaction or terminate immediately where compliance concerns exist, without liability for resulting delay or loss.

13. Delivery, dismantling, loading and Incoterms

Delivery responsibilities, risk transfer, costs and insurance should be stated using a named Incoterms® 2020 rule and precise named place where appropriate. If no rule is stated in the machine sale contract, the buyer and seller must agree those matters directly.

• Transport, dismantling, rigging, loading, packaging, storage, customs and installation are provided by third parties unless expressly supplied by EUMachEX.
• Dates are estimates unless expressly guaranteed in writing. Delays may arise from sellers, auctions, permits, customs, carriers, weather, port conditions or force majeure.
• The Client must inspect packaging and machinery on receipt, note visible damage on transport documents and notify the responsible carrier and EUMachEX promptly.
• Transit insurance is included only if expressly confirmed in writing. The Client should arrange adequate all-risk cargo insurance.

14. Cancellation and termination

The Client may cancel only as permitted by the applicable quotation or with EUMachEX’s written agreement. The Client remains liable for Services performed, earned commissions, committed third-party costs, non- refundable auction or supplier charges and reasonable wind-down costs. Either party may terminate an ongoing engagement for material breach not remedied within a reasonable written cure period. EUMachEX may suspend or terminate immediately for non-payment, unlawful instructions, sanctions or integrity concerns, threats to personnel, misuse of confidential information or conduct likely to damage EUMachEX or a counterparty. Accrued rights and Sections intended to survive will remain effective.

15. Introductions and non-circumvention

For 24 months after EUMachEX first introduces or identifies a machine, seller, buyer, auction opportunity or other commercial counterparty, the Client must not directly or indirectly bypass EUMachEX to avoid an agreed fee or commission. This applies to the Client’s affiliates, owners, employees, agents and related parties.

If a circumvention transaction occurs, EUMachEX is entitled to the fee or commission that would have been payable, plus reasonable recovery costs. This clause does not restrict a demonstrably pre-existing relationship disclosed in writing before the introduction.

16. Intellectual property and confidentiality

EUMachEX retains intellectual-property rights in its website, branding, methods, templates, reports and materials, excluding Client or third-party materials. The Client receives a limited, non-transferable right to use paid deliverables internally for the relevant transaction. Reports may not be published, sold, altered or relied upon by third parties without written permission. Each party must protect non-public commercial, technical and personal information received in connection with the Services and use it only for the relevant purpose. Disclosure is permitted to personnel and advisers who need to know and are bound by confidentiality, or where legally required.

17. Disclaimers

To the maximum extent permitted by law, EUMachEX does not guarantee that a suitable machine will be found, that negotiations or bids will succeed, that a machine will meet production needs, that third -party information is accurate, or that shipping, customs or installation will proceed without delay. Advice is limited to the agreed scope and is not legal, tax, customs, financial or insurance advice.

18. Limitation of liability

Nothing in these Terms excludes liability that cannot lawfully be excluded, including liability for fraud, wilful misconduct or personal injury caused by negligence where mandatory law so provides. Subject to the preceding sentence, EUMachEX will not be liable for indirect, consequential, special or punitive loss; loss of profit, revenue, production, contract, business opportunity, data, goodwill or anticipated savings; downtime; financing costs; or loss caused by a seller, buyer, auction house, inspector, carrier, customs broker, installer or other independent third party. EUMachEX’s aggregate liability arising from a particular engagement will not exceed the net professional fees actually paid to EUMachEX for that engagement during the six months preceding the event giving rise to the claim. The cap does not include amounts merely passed through to third parties. Any claim must be notified in reasonable detail without undue delay and no later than twelve months after the relevant Service was completed or terminated, unless mandatory law requires a longer period.

19. Indemnity

The Client will indemnify EUMachEX and its personnel against third-party claims, penalties, costs and losses arising from the Client’s unlawful instructions, inaccurate information, breach of these Terms, misuse or unsafe operation of machinery, import or export violations, or infringement caused by Client-supplied materials, except to the extent finally determined to have resulted from EUMachEX’s gross negligence or wilful misconduct.

20. Force majeure

Neither party is liable for delay or failure caused by circumstances beyond reasonable control, including war, sanctions, embargo, epidemic, natural disaster, fire, industrial dispute, cyberattack, utility or communications failure, government action, customs delay, port congestion, carrier disruption or supplier failure. The affected

party must notify the other and take reasonable steps to mitigate. Payment obligations already due are not excused.

21. Website use

• You may use the website only for lawful business purposes and must not interfere with security, scrape content at scale, introduce malware, impersonate others or submit misleading information.
• Website content is general information and may be changed or removed without notice.
• Third-party links are provided for convenience. EUMachEX does not control or endorse third-party websites.
• Privacy and cookie practices are governed by the EUMachEX Privacy Policy and applicable cookie notice.

22. Notices

Operational notices may be sent by email to the contacts used in the engagement. Formal notices concerning breach, termination or dispute should be sent to the addresses in the applicable contract and copied to info@eumachex.com. A party must promptly notify changes to its contact details.

23. Assignment and subcontracting

The Client may not assign an engagement without EUMachEX’s written consent. EUMachEX may use qualified subcontractors and service providers and remains responsible for its own contractual obligations, subject to these Terms. EUMachEX may assign the agreement as part of a business transfer or group reorganisation upon notice.

24. Governing law and disputes

These Terms and any non-contractual obligations arising from them are governed by Swedish law, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods to the extent it might otherwise apply to the Services relationship. The parties will first attempt in good faith to resolve disputes through senior-level negotiation. If unresolved, disputes will be subject to the exclusive jurisdiction of the courts of Sweden, with Blekinge District Court (Blekinge tingsrätt) as the court of first instance, unless a separate signed agreement provides for arbitration or mandatory law requires another forum.

25. General

• If a provision is invalid or unenforceable, it will be adjusted or severed to the minimum extent necessary; the remainder remains effective.
• A delay in enforcing a right is not a waiver.
• These Terms, together with the applicable quotation and transaction documents, constitute the agreement concerning the Services and replace prior discussions on the same subject.
• Changes must be agreed in writing, except that EUMachEX may update website Terms prospectively. The version accepted for an existing engagement continues unless the parties agree otherwise.
• No person other than the parties has a right to enforce these Terms.

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