Markit Terms of Service

The Markit System is a tool for IT purchasing with simplicity and transparency in mind. Markit System enables Customers to make Internet-based purchases via sites at www.markit.eu as well as via punch-out functionality.

1. General. These Markit Terms of Service (Terms) govern any use of the Markit System and are applied to any orders placed via Markit System.

2. Definitions. In these Terms:
   
   

   • Customer is a legal entity that has registered an account for the use of the Markit System and that places orders for the purchase of products via the Markit System
   • Markit is , the parent company and the operator of the Markit System;
   • Products are products or items that the Customer orders via the Markit System;
   • Markit Local Entity is a legal entity belonging to the same group of companies as Markit and that is a party to the sale transaction of products ordered by the Customer, the name and contact details of the Markit Local Entity are shown on the markit.eu website, depending on the selection of the location by the Customer;
   • Distributor is a third party supplier or reseller of the Products who is a co-operation partner of the Markit Local Entity or Markit;
   • OEM is the original equipment manufacturer of the Products who is not the Distributor, the Markit Local Entity or Markit.

3. Registration. Markit System is only offered to legal entities. To use the Markit System for placing orders registration is necessary. When creating an account in the Markit System, the Customer must provide accurate, complete and updated information. The Customer has the responsibility to keep its details up to date within the Markit System, any information or notices sent by Markit or the Markit Local Entity will be deemed as received by the Customer if Markit has sent such notices or information to the contact details indicated by the Customer in the Markit System.

4. Users. The Customer appoints users who have the right to place orders via the Markit System on behalf of the Customer (Users). The Users with administrator rights have a right to authorise other Users to place orders on behalf of the Customer. The Customer bears full liability towards the Markit Local Entity with regard to all orders placed by any User of the Customer. The Customer must ensure that its Users keep their passwords confidential. The Customer must ensure that information about its Users is kept up to date, including that Users who are no longer authorised to place orders on behalf of the Customer are removed from Markit System, by making relevant changes in the Markit System or by informing customer support.

5. Use of Markit System. Markit and the Markit Local Entity grant to the Customer (and its Users), the right to access and use the Markit System. Such right of access and use is non-exclusive and non-transferable. The Markit Local Entity and Markit disclaim any and all warranties, expressed or implied, in connection with the operation of Markit System which is provided on an "as is" and “as available” basis to the Customer. The Markit Local Entity and Markit shall employ their best efforts to provide to the Customer a Markit System that is of the highest quality, safety and security, however the Markit Local Entity and Markit make no warranty that the access to and operation of the Markit System will be always uninterrupted, timely or error-free.

6. Markit System catalogue. The products and items that may be ordered by the Customer are included in the Markit System catalogue. The prices of the products shown in the Markit System catalogue are shown in the local currency of the Customer and are indicative prices, exclusive of any taxes and shipping costs, unless indicated otherwise. Markit may change these prices at all times. All images of products are for illustrative purposes only and may differ from the actual Products delivered. The Customer is aware that Markit or the Markit Local Entity do not hold any products or items included in the Markit System catalogue in stock.

7. Ordering. Users of the Customer may place orders for the purchase of Products via the Markit System on behalf of the Customer. Any orders placed via the Markit System by Users are regarded as offers by the Customer. The contract for the purchase of the Products including agreement on the price and delivery is concluded once the Markit Local Entity accepts the order, by sending via e-mail an order confirmation to the Customer. Cancellation of orders is possible until the confirmation is sent out by the Markit Local Entity.

   The Markit Local Entity has the right to not confirm orders placed by the Customer and the right to cancel an order at any time if there is valid reason for that. The Markit Local Entity may also cancel any sales transactions (confirmed orders) if there has been an error in the Markit System with pricing (e.g. shown price is unreasonably below average market price), the Product is no longer available or due to errors in the Product descriptions.

8. Advance payment. Unless otherwise agreed the default method of payment will be advance payment based on a pro-forma invoice, which will be provided by the Markit Local Entity together with the order confirmation. The ordered Products will not be shipped prior to receipt of the full amount of the advance payment. Unless otherwise indicated on the pro-forma invoice or during the ordering process, failure to pay for the ordered Products within 30 (thirty) days from the date the pro-forma invoice has been issued by the Markit Local Entity, results in the automatic cancellation of the order and the relevant sale transaction.

9. Credit limit. Customers may apply for credit limit by filling out the Credit Application Form. In the event that a credit limit cannot be approved, the Customer will be informed about the decision by the Markit Local Entity. The credit limit is a possible total amount of the Customer’s debts before the Service Provider. The amount of available credit limit is calculated by deducting open orders and unpaid due invoices from the approved credit limit amount. The Customer can see the amount of the total approved credit limit as well as the available credit limit in the “Customer information” section of Markit System. Available credit limit ensures that a confirmed order will be processed immediately and the Products ordered shall be shipped before payment of respective invoice. The Markit Local Entity may request advance payment if the order placed by the Customer exceeds the available credit limit and suspend the processing of the order until such payment is received or available credit limit is restored.

10. Payments. The Customer shall pay the invoices within 7 calendar days from their date of issue, unless otherwise indicated on the invoice. If the Customer fails to pay an invoice by the due date, then the Markit Local Entity may claim from the Customer a late payment interest for each delayed day at a rate of 0.05% until payment in full.

11. Pricing model. General pricing model used by the Markit Local Entity is default market model where the Markit Local Entity adds a moderate street-price margin to the best distribution prices available. Transportation and all other fees are already included in the price shown in the Markit System, except package handling fee for small orders. In case of separate agreement also the following possibilities exist:
    
    

    Open margin - represents a transaction fee on every purchase that is agreed and fixed. The Customer is able to distinguish between Product price from the selection of Distributors and service fee charged by the Markit Local Entity;
    
    Markit FIX - for a single monthly fee the Customer can make all of purchases with Distributor prices that include delivery.

12. Shipping and Delivery. Unless otherwise agreed, the ordered Products will be shipped once the Markit Local Entity has received full payment from the Customer. Depending on the pricing model shipping and packaging costs may apply, this information will be shown during the ordering process.

    The estimated delivery date is calculated during the ordering process and displayed while browsing the products in the Markit System catalogue. Estimated delivery dates can be seen during the order review process and also in the order confirmation e-mail.

    Products are delivered door-to-door directly from Distributor stocks in co-operation with third-party couriers or other means.

    Title to the Products is transferred from the Markit Local Entity to the Customer upon delivery provided that the Markit Local Entity has received payment for the Products in full. The Markit Local Entity retains the title to the delivered Products until the Products have been paid for in full.

    The risk of accidental destruction of products is passed from the Markit Local Entity to the Customer upon delivery or from the moment the Products are transferred to the possession of a person appointed by the Customer.

13. Inspection at delivery and complaints. The Customer has an obligation to inspect the delivered Products at delivery. Any claims that the delivered Products do not comply with the quantity requirements and any claims of visible damage to the products or their packaging must be made immediately upon delivery and a relevant notice must be made to the waybill of Products or on an instrument of delivery and receipt of Products.

    If the Customer claims that the ordered Products are defective or damaged, it has a right to file a relevant grounded complaint with the Markit Local Entity within 5 (five) working days from the moment of establishing any defects, but not later than 30 days after delivery of the relevant Products, unless shorter period is determined by the OEM or Distributor. The Markit Local Entity is obliged to check whether the complaint is justified within 4 (four) working days from the moment of receiving the complaint, and if so, immediately employ measures to eliminate such deficiencies.

14. Returns. Returns will be handled on a case-by-case basis by the Markit Local Entity. The Customer is not entitled to return non-defective Products without the Markit Local Entity’s prior approval. Returning Products is not possible in cases where the manufacturing or assembly of products took place according to the Customer’s special requirements. The Products to be returned must be in their original packaging and unopened. Depending on the nature and price of the Product and on underlying agreements with Distributors or OEMs, fees of up to 75% of the Product price may apply. Shipping costs for Products being returned will be the responsibility of the Customer.

    The Markit Local Entity will undertake reasonable efforts and works in close cooperation with both the Customer and Distributor or OEM to ensure that each individual return transaction is solved in a fair and satisfactory manner.

15. No transfer of intellectual property rights. Unless expressly agreed otherwise all intellectual property rights belonging to or developed by a party, together with any modifications, developments or derivatives thereof will remain vested in that party. To the extent that any Products delivered by the Markit Local Entity to the Customer contain any embedded software, firmware or other software code, the relevant OEM license terms shall apply.

16. Service levels for customer support. Customer Support shall be provided by the Markit Local Entity as follows:

    Online Live Chat at https://www.markit.eu/:
    

    Available: during working days between 09:00 – 17:00 local time (Portugal/UK 07:00 – 16:00 local time; North America 12:00 – 20:00 CET).

    In case of peak demand or any other difficulties, Live Chat enquires will be followed-up by e-mail response within 1 working day.

    Support via e-mail – the support e-mail address of the Markit Local Entity is available at https://www.markit.eu/:
    

    Response time: 1 working day.

    Telephone support – the support telephone number of the Markit Local Entity is available at https://www.markit.eu/:
    

    Response time: Instantly, unless the lines are busy;

    Available: during working days between 09:00 – 17:00 local time (Portugal/UK 07:00 – 16:00 local time; North America 12:00 – 20:00 CET).

17. Liability. To the extent permitted by law, Markit or the Markit Local Entity will not be responsible for lost profits, revenues, loss of production, loss of data or any other damage directly or indirectly sustained by the Customer or by any other person.

    With respect to the sales transactions the aggregate liability of the Markit Local Entity is limited to the amount the Customer has actually paid for the Products in connection of which the claim arose.

18. Sales guarantee, warranties. When the Product has a sales guarantee or warranty from the Distributor or the OEM, this will be passed through to the Customer subject to the terms and conditions of the Distributor or OEM. The Markit Local Entity shall offer support to the Customer in handling/intermediating warranty claims to Distributors and OEMs, primarily by relaying and following-up on any warranty claims that the Customer has against Distributors/OEMs. All warranty claims to Distributors/OEMs that the Customer wants the Markit Local Entity to handle or intermediate, must be filed via Markit System. Warranty repairs are handled by OEM certified service centres both locally and globally according to the terms set by the OEM and/or Distributors. The Markit Local Entity or Markit do not provide themselves any sales guarantee or other voluntary warranty to the Products.

19. Personal data. The Markit Local Entity and Markit collect and process certain personal data in compliance with applicable data protection legislation. The Customer or Users need to provide certain personally identifiable information for registering an account to use the Markit System. The Customer confirms having the necessary rights to disclose, transfer and process personal data for the registration of an account and the use of the Markit System. For more details on how the Markit Local Entity and Markit collect, store and process personal data, please see our Privacy Policy.

20. Confidentiality. Except as otherwise required by law or for the purposes of carrying out the intent of these Terms, the Markit Local Entity, Markit and the Customer may not disclose to any third party any information related to the business activities or plans of the other party, which are not public and which are generally considered business secrets. The Customer is liable to ensure that its representatives, employees and Users who have access to confidential information are informed of the confidentiality obligation and are subject to confidentiality obligations similar to the confidentiality obligation in these Terms.

21. Right to amend the Terms. Markit and the Markit Local Entity reserve the right to make changes to these Terms, foremost if amendments are necessary to comply with statutory requirements or to reflect changes in Markit service offering or business model. Markit or the Markit Local Entity will provide the Customer with reasonable prior notice of such changes. If the Customer does not agree to these changes, the Customer may not be able to continue to use the Markit System. Changes of the Terms are applicable for any orders that have been submitted to the Seller after the changes have been effected and notified to the Customer or the Administrator.

22. Force majeure. Markit, the Markit Local Entity and the Customer shall not be liable for non-fulfilment or inadequate fulfilment of contractual obligations if this is caused by force majeure. Force majeure are circumstances which are beyond the control of the party and which, at the time the contract was entered into, the party could not reasonably have been expected to take into account, avoid or overcome the impediment or the consequences thereof which the party could not reasonably have been expected to overcome. Force majeure shall not release a party from liability for payments and late payment interest.

23. Governing law. These Terms are governed by the laws of the country where the Markit Local Entity is incorporated. The United Nations Convention on Contracts for the International Sale of Goods shall not be applicable.

24. Dispute resolution. All disputes, differences or claims arising out of or in connection with these Terms, any orders or relevant sales transactions governed by these Terms, will be finally settled by the court at the location of the Markit Local Entity.

25. Final provisions. These Terms together with the relevant sales transaction constitute the entire agreement between the Customer and the Markit Local Entity with respect to the subject matter of these Terms and the relevant sales transaction, and supersede and replace all previous agreements, written or oral, applicable to the subject matter of these Terms the relevant sales transaction.

    The Customer may not assign any rights or obligations arising from these Terms to a third party without the prior consent of the Markit Local Entity. The Markit Local Entity is entitled to hand the claims regarding the non-payment or unduly payment over to debt collection agencies and also assign payment claims for the purpose of factoring.