General Terms and Conditions

for the Purchase of APSoft Licensed Software, January 1, 2003

Our Address: APSoft, Am Wald 6, 84437 Reichertsheim, Germany
Phone:+49 8073 928 0
Fax:+49 3222 171 5311
CEO:Mr. Alexei A. Piatetsky
1. Subject of the Terms and Conditions
1.1 These General Terms and Conditions regulate the relationship between APSoft and the customer within the scope of software distribution and acquisition via APSoft, for the procurement of licensed APSoft software.
2. Exclusive Validity
2.1 Only these General Terms and Conditions are valid; APSoft only recognizes any conditions differing here from explicitly and in writing. These General Terms and Conditions apply even if, knowing of other terms and conditions of the customer in variance herewith, APSoft nonetheless performs delivery without reservation.
3. Conclusion of the Contract
3.1 If the Software is sent to the customer by post, then the customer’s order, whether by electronic transmission, phone, fax or post, constitutes a binding offer. APSoft may accept this order within two weeks by sending a confirmation of the order or send the customer the ordered item within such period.
3.2 Where APSoft offers the software for download, the customer's order, whether by electronic transmission, phone, fax or post, constitutes a binding offer. This involves a liability to be discharged at the domicile of the debtor (Holschuld), since the customer alone decides whether and if he will download the software form APSoft.
3.3 "Try and Buy" policy. Our "Try and Buy" policy was introduced to increase customer satisfaction by having the ability to test the product prior to purchase. Almost all our software is publicly available on the WEB for a 14-day evaluation. We encourage all our customers to try the software before purchase.

Please note, purchased downloaded software will not be refunded. See also 11.3

4. Payment by Invoice
4.1 First-time buyers and buyers outside of Germany are requested to pre-pay their orders by bank wire or by Credit Card.
4.2 The customer wishing to pay by invoice may also order software from APSoft by fax or post.
4.3 The written order or PO (including fax order) should contain the customer's name, full address, as well as the signature of the person entitled to order.
5. Payment by Credit Card
5.1 APSoft maintains a Credit Card order form online, and recommends customers to use it ( Customers using their own forms should include full credit card details with their order and declare here and now, their agreement to have APSoft bill the order to the respective credit card companies, in particularly online.
5.2 APSoft will protect this credit card information from unauthorized access by third parties to the greatest reasonable extent. Please refer to our Statement of Privacy for details. However, the customer is aware of the fact that in particularly when such information is transmitted, whether electronically or in some other way, the theoretical possibility of third parties obtaining unauthorized knowledge of such data cannot be excluded.
5.3 The credit card account will be charged online when the order is made.
6. Prices/Terms of Payment
6.1 Once the right-of-use agreement has been concluded, the customer will owe APSoft a license fee, the amount of which can be derived from the pricelist publicly available on APSoft's website ( The prices in the pricelist are "Net" prices – the value added tax is not included.
6.2 The fees will be payable immediately upon receiving an invoice with no deductions. Notwithstanding § 284 para. 3 of the German Civil Code (BGB) the customer will be in default if the payment is not made within invoice term (30 days, unless otherwise is agreed) or as stated in the signed License Agreement, after the invoice date. In case of default, APSoft will charge default interest, pursuant to § 288 para. 1 BGB, at a rate of 8% over the respective basic interest rate, plus a handling fee of 5.00 Euros per invoice/reminder. Both: APSoft and the customer may prove and assert default damages.
6.3 The customer may only set off against counter claims, which are uncontested or have been determined with legally binding effect and can no longer be appealed.
6.4 The customer may only invoke a right of intention where his counterclaim is based on the same contractual relationship. Moreover, in the case of contracts with business customers, the customer may only exercise a right of retention with respect to counterclaims that are uncontested or have been determined with legally binding effect and can no longer be appealed.
7. Granting of Rights
7.1 Upon full payment of the invoice, the customer receives a permanent, simple right-of-use to the software program he has downloaded and ordered, as stated in the software terms and conditions of APSoft's End User License Agreement (EULA).
7.2 The customer is prohibited from duplicating the program temporarily or permanently – with the exception of a backup copy if none was delivered with the program – in whole or in part, with any medium and in any form. The customer is further prohibited from translating, editing, arranging or otherwise revising the program and from duplicating the results achieved.
7.3 The customer may resell a right-of-use to the program acquired by a sale unless he has acquired the program by online transmission. With the sale of the right-of-use the customer loses his own right-of-use. Copies on this computer and any back-up copies must be deleted in full.
7.4 In the event of a resale the customer must comply with the restrictions on the rights-of-use imposed by APSoft and conclude corresponding agreements with the buyer.
8. Warranty
8.1 The customer will inspect the software received from APSoft immediately upon receipt for any defects. This inspection will generally be completed within 14 days.
8.2 In order to maintain his warranty rights, the customer must notify APSoft of visible defects in the software in writing within two weeks – if the customer is a consumer, within three weeks – of receiving the software.
8.3 Should the program have any defects, the customer will first turn to APSoft and exercise the warranty claims assigned to him.
8.4 APSoft does not warrant any characteristics of the program vis-à-vis the customer. This applies in particular to its applicability and compatibility with other programs or operating systems. The customer bears sole responsibility for the selection of the software.
8.5 APSoft assumes no warranties beyond those set forth above. Liability for warranted characteristics, personal injury and malicious intent will not be affected by Clauses 8 and 9.
9. Damages
9.1 Damage claims brought by the customer are excluded. In particular, APSoft is not liable for the loss of data, lost profits or other financial losses suffered by the customer.
9.2 The exclusion of liability will not apply if APSoft is guilty of gross negligence or intent. It will also not apply in the event of a breach of cardinal contractual duties due to slight negligence; in that case, however, the liability will be limited to compensation for the typical damage foreseeable when the contract was concluded. The same will apply in the case of grossly negligent acts by simple vicarious agents.
9.3 Where APSoft liability is excluded or limited, this will also apply to the personal liability of APSoft’s employees, representatives and vicarious agents.
9.4 Contributory negligence on the customer’s part will be set off against his damages (e.g. inadequate data protection).
10. Revocation Right for Consumers
10.1 APSoft sale his products in "try and buy mode". We are explicitly advising customers to try our products before purchase. For this reason we will accept no return and no replacement for our products.
10.2 If a consumer acquires software in a manner other than online downloading, he will be entitled to a right of revocation pursuant to § 3 of the German Distance Contracts Act (FernAbsG). The right of revocation may be exercised within two weeks on the basis of § 3 FernAbsG in connection with § 361 a BGB; damaged or opened goods will not be accepted for return.
11. Returns in the Case of Contracts with Business Customers
11.1 In the event of defects in the item, business customers are entitled to warranty claims pursuant to Clause 9. APSoft will decide on a case-by-case basis whether or not to also grant the business customers a right of return even if the item has no defects for the sake of goodwill. In that case, APSoft would first inspect the condition of the item.
11.2 The business customer must give APSoft an opportunity to inspect the condition of the item. If APSoft decides to carry out an inspection of the item to determine its acceptability for return, it will give the business customer a Return Merchandise Authorization (RMA) No. and (if the item is returned from a location within Germany) a stamp to cover the return shipment costs. Within ten days of contact, the business customer must return the item together with the RMA-No. to APSoft. APSoft will then inspect the item and determine whether or not to take it back for the sake of goodwill.
11.3 Damaged, opened or downloaded goods will not be accepted for return. See also 3.3
12. Applicable Law, Place of Fulfilment, Legal Venue
12.1 German law governs the relationship between APSoft and the customer. The applicability of the United Nations Convention on Contracts for the International Sale of Goods is excluded.
The place of fulfilment for duties under the contractual relationship between APSoft and the customer is Reichertsheim, Germany. The Place of jurisdiction (locally and regarding the subject matter) shall be the District Court Traunstein (Landgericht Mühldorf), Germany. It is agreed to be the exclusive legal venue vis-à-vis full merchants (Vollkaufleute), customers without a general domestic legal venue in Germany, as well as legal public law entitles and special public law funds.

Updated November 2008

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