General Terms and Conditions of Business (GTB) for Businessmen

Section 1 Scope of Application of the GTB

The General Terms and Conditions of Business below apply solely to win.rar GmbH Customers who are Businessmen. A Businessman in the sense of these GTB is any natural or legal person, or partnership with legal capacity, wishing to acquire the computer program WinRAR or RAR (hereinafter known as RAR Software) for the purposes of conducting commercial or self-employed activities. The legal relationship of win.rar GmbH to said Customers is governed solely and exclusively by the General Terms and Conditions of Business below. Objection is hereby raised to application of the Customer's general terms and conditions of business.

Section 2 Proper Law

Governing law of this contract is solely and exclusively German law, excluding application of the regulations of international private law and of the United Nations Convention on the International Sale of Goods (CISG). The contractual language is German. Any versions of these GTB in other languages provided by win.rar GmbH are merely translations. The original version in German is solely and exclusively decisive for interpretation of the GTB.

Section 3 Subject of the Contract

The subject of this contract between the Customer and win.rar GmbH is the purchase of a simple utilization right to the RAR Software, hereinafter known as the Licence. Said Licence permits the purchaser to use the RAR Software within the scope of the Licence provisions. The Customer may acquire a Licence for a single computer or for multiple computers.

In addition to the Licence, the Customer may purchase a CD containing the current version of the RAR Software and additional shareware programs from third parties in unregistered releases (hereinafter known as the Additional CD).

Win.rar GmbH sells the CD solely as a data carrier and provides the data material from the shareware programs as a service to purchasers of Licences for the RAR Software.

It does not convey utilization rights of any nature for the shareware programs from third parties and does not offer said rights for purchase.

Section 4 Conveyance of the Licence to the Customer

The Licence is conveyed by sending the Licence key to the Customer. win.rar GmbH thus acts as a representative for the Licensor A. Roshal. Prerequisite for the effective conveyance is the Customer's agreement with the Licensor's Licence Terms.

Section 5 Characteristics of the RAR Software

The Customer may learn about the scope of the features of the RAR Software as part of the "Try Before You Buy" model (see Section 6). The characteristics of the RAR Software as warranted by the contract do not exceed the scope of the functions provided and available for use during the test phase. The above provision does not apply to functions which were not available during the test phase for technical reasons (see Section 6).

Section 6 The "Try Before You Buy" Model

The Customer may download the RAR Software, at no charge, from the Web sites www.win-rar.com and www.rarlab.com and use the software, again at no charge, for 40 days. During this period, all of the functions of the RAR Software are available to the user with the exception of the functions: "Add authenticity information", "Show protocol file" and "Delete protocol file". The purchaser should test the RAR Software during this test phase to determine if it meets his requirements and needs. In particular, the Customer must determine if the RAR Software runs under his operating system and in his desired hardware and software environment. He promises to acquire a Licence for the RAR Software only if and when he has assured himself that he can answer the above-mentioned questions with "yes".

Section 7 Conclusion of the Purchase Contract

A click on the link "Order" will take the user to the online shop. This online shop is operated on behalf of win.rar GmbH by Element 5 AG within the framework of the ShareIt! registration service. By clicking on the link "Customer Service" on the online shop site, the Customer can retrieve information about the procedure for placing an order. The Customer makes a binding offer for the conclusion of a purchase contract between the Customer and win.rar GmbH by clicking on the "Order" button.
Win.rar GmbH accepts the offer by sending the Licence key to the Customer by e-mail.

Licences for more than 999 users may be acquired only by individual order submitted as an e-mail to sales(at)win-rar.com. After submission of the request by the Customer, win.rar GmbH will prepare an individual price offer, subject to confirmation. The Customer submits a binding offer for the conclusion of a purchase contract between the Customer and win.rar GmbH by declaring by e-mail that he wishes to order the desired Licences on the basis of said price offer. Win.rar GmbH accepts the offer by sending the Licence key to the Customer by e-mail.

Section 8 Data Backup

Win.rar GmbH hereby calls the Customer's attention to the necessity of making data backups regularly.

Section 9 Subsequent Performance and Bug Report

If a defect is determined in the RAR Software, the Customer is first obligated to notify win.rar GmbH of the presumed defect by sending an e-mail to the address support(at)win-rar.com. The Support Department will then examine the circumstances and, if possible and necessary, provide to the Customer an improved release of the RAR Software. If the Additional CD contains a defect, the Customer may request substitute delivery of a new Additional CD or subsequent improvement from win.rar GmbH. Win.rar GmbH may refuse subsequent performance if it is possible only by incurring unreasonable costs.

Section 10 Cancellation, Reduction of Purchase Price or Damage Compensation

The Customer may reduce the purchase price, cancel the contract or demand compensation for any expenditures incurred in vain or damage compensation within the limits of Section 11, if and when:

  • The defect cannot be remedied;
  • The defect is not remedied within a reasonable period set by the Customer;
  • Subsequent performance is refused;
  • Subsequent performance has failed or is unreasonable for the Customer.

If the Customer chooses reduction of the purchase price, the price shall be reduced in the ratio of the value of the RAR Software in defect-free condition to the value in the actual condition at the time of the conclusion of the contract. The above provision applies analogously to the Additional CD.

Section 11 Limitation of Damage Compensation and Liability

The provisions below apply to any and all Customer claims against win.rar GmbH for damage compensation or for compensation of expenditures incurred in vain, regardless of the legal nature of said claims. The above provision is without prejudice for liability in accordance with the Product Liability Act (Produkthaftungsgesetz).

Win.rar GmbH is not liable for material or pecuniary damage resulting from slight negligence on the part of win.rar GmbH or its vicarious agents. The above provision does not apply to culpable breach of major contractual obligations.

If win.rar GmbH is liable for material or pecuniary damage resulting from slight negligence as a consequence of the breach of major contractual obligations, the following provisions apply:

  1. Liability extends only to the damage typical for the circumstances. The amount of the liability is limited to the paid purchase price.
  2. In the event of loss of data, liability is limited to the expenditures typical for restoration which would be incurred if backup copies have been regularly created as appropriate for the pertinent risk.

Employees, associated workers, representatives and vicarious agents of win.rar GmbH are personally liable only to the extent of the limitations described in Section 11 as well.

Section 12 Miscellaneous

Deviating regulations or supplementary agreements will not be valid unless made in writing. The above provision also applies to the amendment of this clause.

If one or more provisions of this GTB shall be or become void the remaining provisions shall remain in effect.

Section 13 Jurisdiction

If the Customer is a merchant, the Parties hereby agree that courts at the registered office of win.rar GmbH in Trier shall have exclusive jurisdiction for any and all disputes arising in connection with this contract.

 

Trier, 1.2.2005

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