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General Terms and Conditions of 3D-Tool GmbH & Co. KG

The following terms and conditions shall only apply to commercial transactions.
Switch to terms and conditions for consumers.

1. Parts of the Agreement

1.1. By mutual consent, the following terms are an integral part of all agreements concluded with the 3D-Tool GmbH & Co. KG after
May 1, 2011.

1.2. The terms and conditions of the customer shall not become an integral part of the agreement regardless whether such terms have been expressly repudiated.

2. Definitions

2.1. Software: 3D-Tool and its components as well as the accompanying documentation. 3D Tool GmbH & Co KG is not obligated to provide the source code as part of its obligations.

2.2. License: The rights of use to the Software granted to the customer.

3. Prices

3.1. All specified prices are net prices and do not include any statutory taxes or duties.

3.2. If a value-added tax free delivery or service is feasible, the customer is obligated to provide the necessary proof. If the delivery or service is provided without the value-added tax by mistake, the customers shall exempt 3D-Tool GmbH & Co. KG from the tax obligation and bear all extra expenses.

4. Conclusion of Contract

4.1. Orders can be made via E-Mail, fax or mail to 3D-Tool GmbH & Co. KG as well as via the online shop of the 3D-Tool GmbH & Co. KG.
An order is a binding offer to 3D-Tool GmbH & Co. KG towards the conclusion of a sales agreement. However, the contract shall not be concluded until 3D Tool GmbH & Co KG has confirmed the order or delivered the ordered goods.

4.2. The automatically generated confirmation of receipt of an order in the online shop of the 3D Tool GmbH & Co KG does not constitute the conclusion of an agreement. It is merely a confirmation that the order was received.

4.3. When ordering in the online shop the goods intended to be ordered are stored in the “Shopping cart”. The accordant button in the navigation bar enables the customer to edit the contents of the shopping cart at any time. By using the button “Checkout” the customer is taken to the ordering form to enter the invoice address, the delivery address, to select the mode of payment and, in case of payment by credit card,
to enter the credit card details. Before finally sending the order the customer will be able to verify all details, to make changes or to cancel the order.

4.4. When ordering in the online shop the text of the contract ( General terms and conditions and order data)is stored by 3D-Tool GmbH & Co KG but this storage is only temporary respectively not accessible by the customer. But the customer is able to print the terms and conditions of business and the order data by using the print function of his browser. Additionally the customer will receive an automatically generated confirmation of receipt after sending the order which contains the terms and conditions of business and the order data in text form.

4.5. If licenses are ordered by mistake, the licenses can only be cancelled or changed within a time limit of 5 days after conclusion of the agreement, if the licenses have not been used to activate the Software. 3D Tool GmbH & Co. KG is to be given notice of an incorrect order immediately.

5. Rights of Use

5.1. The type and scope of the rights of use granted to a customer are defined in the End User License Agreement (EULA) of the Software.

5.2. The rights of use for an unlimited period of time to the Software shall be granted to the customer upon complete and unconditional payment of the sales price. Until this point in time the customer shall be granted the rights of use that are limited to the duration of the respectively concluded agreement. The use of the Software is tolerated until the rights are granted for an unlimited period of time and until then can be revoked at any time.

6. Payment Conditions

6.1. Customers that have their place of business in Germany can pay on account, or with credit card.

6.2. Customers that do not have their place of business in Germany pay with credit card.

6.3. 3D-Tool reserves the right to request advance payment in individual cases.

6.4. The right of retention may not be exerted unless that right is based on this contractual relationship.

6.5. The customer only has the right to off set claims that are recognized as legally binding or claims that the 3D-Tools GmbH & Co. KG has not disputed.

6.6. If the customer is entitled to a refund due to an overpayment, a double payment, or for other errors for which the customer is responsible, only the actually received sum paid to the account of 3D-Tools GmbH & Co. KG less any incurred charges and any reimbursement costs which may arise, shall be refunded.

7. Delivery and Services

7.1. Unless otherwise agreed upon, the Software shall be delivered in the version current upon conclusion of the agreement and in accordance with the current performance specification.

7.2. If only licenses are ordered, the 3D-Tool GmbH & Co KG shall provide the appropriate version of the Software for the license for download on its website.

7.3. The 3D-Tool GmbH & Co. KG guarantees the availability of the download for 30 days from the date of the delivery note.

7.4. To use the Software with the License, the Software must be activated after installation. The License Certificates required to activate the Software will be sent to the customer via e-mail or via regular mail.

7.5. The customer shall be responsible for an adequate backup of the provided Software and License Certificates.

7.6. In case of physical shipment, the point in time in which 3D-Tool GmbH & Co. KG delivers the ordered goods to the shipping agent shall be decisive for observance of delivery dates and the transfer of risks.

7.7. Should the 3D-Tool GmbH & Co. KG not be able to fulfill its obligations due to unforeseeable, extraordinary circumstances that 3D-Tools GmbH & Co. KG cannot prohibit, despite due diligence, the delivery date shall be prolonged for a reasonable period of time, not to exceed a maximum time period of eight weeks.

7.8. If the delivery, or the provision of services, become impossible for the reasons listed above. The 3D-Tool GmbH & Co. KG shall be exempted from the performance of its obligations.

8. Inspection Obligation and Obligation to Give Notice of Defects

The customer is obligated to immediately inspect all delivered goods and services performed by 3D-Tools GmbH & Co. KG in the course of the execution of the agreement for defects and must give 3D-Tools GmbH & Co. KG notice of any defects without delay. If the customer fails to comply, he shall forfeit his warranty claims for such defects, which would have been discovered in the course of an immediate examination.

9. Warranty

9.1. A defect is given if the Software has essential errors, which thereby have a crucial impact on the functionality of the Software, particularly for those functions listed in the performance specification while taking into account the hardware and software requirements as well as the functionality limitations also listed in the performance specification.

9.2. In case the Software is defective, the 3D-Tool GmbH & Co. KG first and foremost provides warranty by supplementary performance within an appropriate period of time. 3D Tool GmbH & Co KG shall thereby provide the customer with new Software free of defects or repair the defect at its own choice. As far as reasonable for the customer, the defect can also be eliminated using other solutions, which circumvent the defect (workarounds).

9.3. The right of the customer to cancel the agreement or to assert damages claims due to Software defects, which only marginally limit the usability of the Software, is excluded.

9.4. The statute of limitations for all warranty claims and other claims against 3D-Tools GmbH & Co. KG is 12 months. This time period shall begin upon delivery, or provision of the contractual goods. The same terms shall apply to damage claims arising out of defects, as well as to claims for the compensation of fruitless expenditures. This statute of limitations shall not be applicable to willfully or gross negligently induced defects, which thereby lead to damages claims, defects that are maliciously kept secret, or in the case of injury to life, limb or health, in the event that a guarantee is breached, or to claims based on the Product Liability Act of the Federal Republic of Germany. In these cases the statute of limitation in accordance with the provisions of the law shall apply.

10. Liability – Limitations and Statute of Limitations

10.1. The following limitations of liability and the restriction of the statute of limitation shall not be applicable to damages to life, limb and/or health and/or to damages resulting from the breach of a guarantee and/or to damages that are caused by willful or gross negligence. The provisions of law shall apply to these cases. The same applies to the liability in accordance with the Product Liability Act of the Federal Republic of Germany.

10.2. The 3D-Tool GmbH & Co. KG shall not be liable for damages due to the loss of data and the non-usability of the Software that are incurred exclusively due to the fact that the customer failed to make an appropriate security back up of the Software and the data processed with the Software. 3D-Tool GmbH & Co. KG’s liability for damages in such a case is limited to the costs that would be incurred if the customer had appropriately made a security back up.

10.3. The liability for negligently induced damages that are incurred due to the delayed performance shall be limited to 15 % of the sales
price.

10.4. Damages claims that are not based on a defect in the Software shall become statute barred 12 months upon discovery thereof, or 12 months after that point of time in which the damages could have been discovered with due diligence.

11. Export Restrictions and Regulations

11.1. The customer may not provide, export or re-export software or other technology obtained in the course of this agreement to countries (or to a citizen or resident of such a country) that are subject to an embargo of the United States of America or to a person listed in the regulations of the Treasury Department or Department of Commerce of the United States of America.

11.2. The Software may not be sold, rented or provided to and may not be used by persons and entities which are involved with activities regarding weapons of mass destruction, including but not limited to activities regarding the conception, the development, the production or the use of nuclear materials, nuclear systems, nuclear weapons, chemical weapons, biological weapons, rockets or regarding the support of rocket systems.

11.3. By installing or using the Software, the customer acknowledges the stipulations above and certifies that he is not a resident of such a country, is not controlled by such a country, is not a citizen or resident of such a country, is not a person listed in the specified regulations and is not involved in the activities specified above.

11.4. Should further export control laws or regulations for the transnational delivery or performance for the country of the customer exist, the customer shall independently initiate and carry through the necessary procedures, obtain the necessary permits and shall – if so required – provide the permits to 3D-Tool GmbH & Co. KG.

11.5. If further costs for customs, fees, taxes or duties are payable in the course of a transnational delivery or performance, the customer shall carry these costs.

12. Data Protection Declaration

12.1. The 3D-Tool GmbH & Co. KG hereby ensures that personal data is only collected, stored and used in accordance with the applicable data protection regulations and other legal regulations. If personal data has been made available to the 3D-Tool GmbH & Co. KG, then this data shall only be used to answer inquiries, to execute contracts and for technical administration.
 
12.2. Insofar as orders are placed via the 3D-Tool online shop, personal data is given only to those third parties involved in the execution of the agreement, such as service providers and credit institutions that are involved with payment transactions. Should personal data be given to third parties, only such data will be made available that is necessary.

12.3. The customer consents to the collection, processing and further processing of his personal data for the purpose of the execution of this agreement. The customer has the right to request a report in regards to what personal data is stored for him or the deletion of his data, if the data is no longer required for the execution of the agreement.

13. General

13.1. The laws of the Federal Republic of Germany are applicable.

13.2. The contractual language is German or English, depending on the language used for concluding the contract. If the contract is concluded via the online shop of 3D-Tool GmbH & Co. KG the only language available for concluding the contract is English.

13.3. The place of jurisdiction is the place of business of the 3D-Tool GmbH & Co. KG. However, the 3D-Tool GmbH & Co KG also has the right to file an action against the customer at the latter’s place of business.

13.4. If an individual stipulation of this agreement should be invalid or not executable or become invalid or not executable upon conclusion of the agreement, the validity of the remaining agreement shall not be affected.