General Terms and Conditions

of Business for the Celemony Webshop

Exclusively the following Terms and Conditions of Business will govern business relations between Celemony Software GmbH (referred to in the following as “CELEMONY“) and the Webshop Customer. CELEMONY will not acknowledge any different terms and conditions of the Customer, unless CELEMONY has explicitly agreed to them in written form.

1. Formation of Contract

The offers featured at the CELEMONY Webshop are always subject to change without notice, unless a specific blocking period is explicitly mentioned.

All prices given include the value added tax required by law and do not include despatch costs.

Prior to submitting the online order, the Customer will be able to check and, where necessary, correct all details (e.g. name, address, form of payment and articles ordered).

By going through the CELEMONY online order placement process, entering all the information required there and clicking the button “Order”, the Customer submits its binding willingness to enter into a purchase contract with CELEMONY.

CELEMONY can accept this offer to contract (and hence enter into the contract with the Customer) within 14 days by sending either an order confirmation or the items ordered.

With products on offer by CELEMONY in file form (for downloading), the contract will come into effect upon CELEMONY permitting the Customer to download.

2. Downloading Files

CELEMONY provides the Customer who has access to Internet the opportunity of downloading files of text, audio or video content against payment onto a computer of the Customer with Internet connection.

In this respect, the Customer is conceded a personal, non-exclusive and non-transferable licence to use the downloaded file for the contractual intended purpose. The contractual intended purpose includes the duplication or transfer of the file to another data carrier (e.g. blank CD) or to another recording device solely for the personal use of the Customer. Any use in excess of that granted by the licence, in particular the letting, broadcasting, public demonstration, re-licensing of the file, rendering it available in Internet or on other electronic networks (file sharing) or any other commercial use of the file is impermissible.

Non-compliance will result in the extinguishment of the licence conceded.

Contractual relations between CELEMONY and the Customer do not include any other transfer of copyright-related industrial rights of use, ancillary copyright protection or other commercial rights (e.g. protective rights of trademark, name or title).

CELEMONY will not be liable for any temporary or permanent breakdown in the transfer of the data to the Customer’s server. CELEMONY will also not guarantee the continuous availability of the downloads on offer, e.g. upon failure of the transport provider or when maintenance work is being carried out.

To make use of the CELEMONY downloads on offer, certain technical systems are required (e.g. computer hardware, software, telecommunications services), which will incur further costs for the Customer, in particular connection fees. The responsibility for the functionality and costs of these technical systems lies solely with the Customer. In this respect CELEMONY will bear neither guarantee nor liability.

3. Consumer’s Right of Cancellation

Consumer customers will be entitled to cancel the contract subject to the following:

Notification regarding revocation

Right of revocation:

You may revoke your contract declaration within 14 days without stating reasons. Your revocation must be declared in text form (e.g. letter, fax, e-mail) or, in the event you have received the item before this period of time has elapsed, by returning it. The set period of time will start to run after receiving this information in text form, yet not before the contract is entered into and not before the goods have been received by the recipient (in the case of recurring deliveries of goods of the same kind, not before the first part delivery reaches the recipient) and also not prior to fulfilment of our duties to provide information subject to Art. 246 section 2 in conjunction with section 1 (1) and (2) EGBGB [Introductory Act to the German Civil Code] and our duties subject to section 312 g (1) sentence 1 BGB [German Civil Code] in conjunction with Art. 246 section 3 EGBGB. To comply with the time limit, despatch of the declaration of revocation or the item in good time is sufficient.

The revocation shall be addressed to:

Celemony Software GmbH

Valleystr. 25

81371 München

Germany

webshop@celemony.com

Outcome of revocation:

In the event the contract has been effectively revoked, both Parties shall return all goods and/or services received and, where applicable, surrender any emoluments taken (e.g. interest). If you cannot return the benefit received or the emoluments taken in whole or in part or only in a deteriorated condition, you shall pay compensation to that extent. This may lead to you having to fulfil anyhow your payment obligations for the period until the revocation. Compensation only has to be paid as far as the emoluments or the deterioration are a result of an usage of the item, exceeding the examination of the characteristics or the functionality. The “examination of the characteristics or the functionality” is to be understood as the testing and examination of the respective goods as would be possible and usual at a sales outlet. Items that can be despatched as parcels will be returned at our risk. You shall pay the regular costs of the return if the delivered goods correspond to those ordered and if the price of the item to be returned does not exceed an amount of 40 EUR or if, at the time of revoking the order for a higher priced item, you have not provided counter performance or a part-payment as agreed under the contract. Otherwise the return shipment will be free of charge to you. Items that cannot be despatched as parcels will be collected at your place. The obligation to refund payments will be met within 30 days. This period begins with the despatch of your declaration of revocation or of the item in question and for us, with the receipt of such declaration or item.

Please note:

Your right of revocation will extinguish before schedule if the contract was performed in full by both parties at your express wish before you exercised your right of revocation.

Yours, Celemony Software GmbH

The right of revocation does not exist for

distance contracts for the supply of goods produced according to customer specifications or clearly tailored to personal needs or which, by reason of their quality, are not suitable for return, and
for distance contracts for the delivery of audio or video recordings or of software, where the seal of the data carriers has been broken by the consumer.

4. Delivery, Delivery Proviso, Despatch Costs, Customs Duties

It is not possible to deliver to post-box addresses. See under Despatch Notes for despatch costs.

If the Customer has effectively revoked his contract declaration according to Section 3 of these Terms and Conditions the despatch costs will be reimbursed. The regular costs of the return shipment shall be paid by the Customer if the delivered goods correspond to those ordered and if the price of the item to be returned does not exceed an amount of 40 EUR or if, at the time of revoking the order for a higher priced item, the Customer has not provided counter performance or a part-payment as agreed under the contract.

For despatch outside the EU, customs duties and import fees as well as taxes might be incurred. These will be borne by the Customer. CELEMONY has no influence on the amount of such fees and taxes and is unable to inform the Customer as to their extent. The Customer will receive information from the responsible customs authority. Under Despatch Notes you will find details of value, should these be required.

CELEMONY will only deliver for as long as stocks last. Should a supplier of CELEMONY fail to supply the items ordered, CELEMONY will, where applicable, be entitled to cancel the contract. In this case, CELEMONY will immediately inform the Customer that the product ordered is not available. Any purchase price that has possibly already been paid will be refunded immediately.

Unless otherwise agreed, delivery will be ex-stock to the delivery address supplied by the Customer. Details on delivery dates are not binding unless the delivery date has exceptionally been specified as binding in writing.

5. Retention of Title

The goods will remain the property of CELEMONY until they have been paid for in full.

6. Payment

Customers have the choice between payment with credit card (Mastercard, Visa, American Express) or in advance to our bank account Nr. 760223, Kreissparkasse Ahrweiler (BLZ 57751310), IBAN: DE44 5775 1310 0000 7602 23.

Unfortunately, it is not possible to pay by cash or by cheque. CELEMONY rules out all liability for loss!

7. Offset, Retention

The Customer will only be entitled to offset if its counterclaims have been established by declaratory judgment or have been acknowledged by CELEMONY. Moreover the Customer is only authorized to exercise a right of retention where its counterclaim is derived from the same contractual relations.

8. Terms of Guarantee

The law stipulates a guarantee period of two years upon handover of the articles. During this period, all defects subject to the guarantee commitment by law will be eliminated free of charge. Any claims to guarantee of the Customer will initially be restricted to the subsequent remedy thereof. In the event the subsequent remedy proves a failure, the Customer may choose to cancel the purchase contract or to call for a reduction in purchase price.

Unless otherwise agreed in the following, any other claims of the Customer – derived for whatever legal reason – will be ruled out. For this reason, CELEMONY will not be liable for damages generated on the article delivered itself; in particular CELEMONY will not be liable for losses in profits or for any other financial losses suffered by the Customer. Where the liability of CELEMONY is ruled out or restricted, this will also apply for the personal liability of employees, representatives and vicarious agents.

The above restriction of liability will not apply if the damages suffered are attributable to wilful intent or gross negligence or in the case of physical injury. It will also not apply if the Customer asserts claims under the Product Liability Act.

Should CELEMONY violate a significant duty of the contract, the duty to compensate for material damages will be restricted to those that are incurred typically.

All damages attributable to natural wear-and-tear, to improper use of the article and to inadequate or erroneous care will not be covered by guarantee.

CELEMONY will not be liable for the downloading of files if the cause of the defective transfer lies within the sphere of responsibility of the Customer (e.g. using non-compatible hardware and/or software) or of third parties appointed by the Customer (Internet provider, telecommunications provider).

9. Data Protection

The data provided by the Customer will be treated as confidential and only forwarded to CELEMONY and to the company appointed by CELEMONY to deal with the order in encrypted form over a SSL server.

Personal data will only be retrieved, processed, used and, where necessary, forwarded to authorized partners subject to the regulations of the [German] Federal Data Protection Act (BDSG) and the [German] Telecommunications Data Protection Act (TDDSG) solely for purposes of dealing with the order (substantiation, implementation and proof of the provision of the service due under contract).

The Customer agrees that the postal service provider appointed by CELEMONY will communicate the correct address of the Customer, in the event a consignment could not be delivered under the address given (Section 7 (5) [German] Postal Service Data Protection Ruling (PDSV)).

The Customer will be able to receive information at any time about the data saved relating to the Customer. Upon request, the Customer data will be deleted, providing all order placements have been dealt with in full.

10. Applicable Law

All contractual relations shall be governed by and construed in accordance with german substantive law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

11. Place of Performance and Place of Jurisdiction

Place of performance is Munich.

Jurisdiction for any and all claims and disputes arising from the contractual relations will lie with the proper courts at Hamburg, providing the Customer is a business person.

12. Clause governing the Written Form/ Severability Clause

Additional or differing arrangements will require the written form and will only then become component of the contract.

Should any of the above provisions be inoperative in whole or in part, the validity of the remaining provisions will not be affected hereby.