General Terms and Conditions

Scope of Application
1. Steinberg Media Technologies GmbH (Steinberg) shall sell and supply to you as Dealer selected Steinberg Products as Download Access Codes (DACs) according to these General Terms and Conditions (herein “Agreement”).
2. Steinberg shall not recognize any General Terms and Conditions of the Dealer that may differ entirely or partially from these General Terms and Conditions unless we have consented to those General Terms and Conditions in writing.
3. These General Terms and Conditions shall also apply for all future business dealings between the parties hereto. Steinberg reserves the right to modify these terms and conditions for future sales.
You as Dealer
1. Authorization as Dealer
  1. Steinberg grants to you as Dealer the non-exclusive right to sell DACs supplied by Steinberg in the country where the Dealer has his principal place of business (hereinafter referred to as the “Territory”) to end-customers. Steinberg reserves the right to appoint further dealers and distributors for the Territory or to deliver directly to customers in the Territory.
  2. Dealer shall carry on sale and promotion of the Steinberg Products for the resale in the Territory. Dealer may use the name "Steinberg" as provided for in Section 5 of this Agreement.
2. Process of Selling DACs:
  1. The Dealer shall be entitled to sell DACs to end-customers within the Territory which will enable end-customers to download a Steinberg product and receive a license for that product using their Steinberg ID from their MySteinberg account.
  2. Steinberg shall provide to the Dealer lists and/or files with DACs electronically subject to Dealer’s order.
  3. In case of end-customers purchasing a Steinberg download product from the Dealer, end customer shall get a purchase receipt including the DAC, together with the information how to redeem the DAC on Steinberg's website. If they have no Steinberg ID, they must create such account to redeem the DAC.
  4. For education and crossgrade versions, the Dealer is responsible for verifying discount eligibility and needs to show the verification proofs to Steinberg by email. For education multi-seat licences that are not offered in the Xchange platform, the Dealer can request an offer directly by email from Steinberg with the original demand of the educational establishment enclosed.
  5. No return of DACs, New Releases: DAC's will not be accepted for return as they do not lose their validity for new releases in the same product line subject to Sec. 2.2.6. Dealer may market the remaining DACs in their stock and end-customers will redeem the newest version of the product via the MySteinberg account (Grace Period). It is the risk of the Dealer to take back already sold DAC's, Steinberg will not pay for replacements, should these have already been redeemed or activated.
  6. Termination of product: Steinberg reserves the right to announce termination of a product with 3 months' prior notice. Steinberg will stop selling DACs at termination of the product. DACs already sold by Steinberg to Dealer will remain valid for 12 months following termination, after which installation may no longer be possible. Terminated but installed products are still subject to warranty according to the Agreement.
  7. Suggested Retail Price: The distribution of DACs should be based on the Suggested Retail Price (SRP).
  8. Dealer's Commitment: The Dealer is prohibited from active selling of DACs outside the Territory.
3. Relationship: The relationship between Steinberg and Dealer is that of seller and buyer. This means that each order by Dealer shall be subject to this Agreement. Dealer shall sell Steinberg Products as DACs in its own name and on its own account. Dealer shall not be entitled to represent Steinberg or to make statements on its behalf.
4. Legal Requirements: Dealer must assure and demonstrate upon request that Dealer's business complies with all statuatory requirements and holds all necessary licenses for running the business, for example, is registered as a company (at a court or state agency) and/or holds a requisiste fiscal license (Portugal), if applicable.
5. EU and US Trade Sanctions: Dealer shall comply with the with European Union (EU) and United States of America (US) export control laws including trade sanctions. The distribution or selling of the selected products and provision of related services, directly or indirectly, to any sanctioned country or sanctioned person is strictly prohibited. This prohibition also applies to Dealer owned subsidiary or any subsidiary employee worldwide.
6. Information to End-Customer, Support: The Dealer shall inform the end-customer that they should redeem the DAC in the MySteinberg section on Steinberg's website using their SteinbergID and that Dealer’s support team is the first point of contact for all end-customer enquiries regarding DACs.
Selected Products, Prices and Payment
1. The selected Steinberg Products as DACs for sale by Dealer and the remuneration for each DAC to be paid by Dealer are specified in the Exchange platform or separate Steinberg offer for educational multi-seat licenses upon direct request by Dealer (see 2.2.4). Steinberg is entitled to modify and adjust the prices for the future at any time.
2. Prices are net prices plus the current value added tax (VAT). Pricing may be displayed, and goods subsequently invoiced, in EUR or other currencies, as stated. Payment may be made either in Euro or the currency displayed on the invoice.
3. Local taxes for intangible goods such as downloads and DACs are paid by Dealer, but not by Steinberg.
4. Deliveries shall be paid in advance by Dealer by bank transfer for funds to arrive at Steinberg’s bank. DACs are sent electronically after receipt of payment by Steinberg.
5. Steinberg invoices the Dealer based on DACs sold to Dealer, regardless if DACs were returned later or obtained by fraud.
Orders and Delivery
1. Orders for DACs can be placed over the Exchange platform or separate Steinberg offer for educational multi-seat licenses upon direct request and agreed by Dealer (see 2.2.4). An order is not deemed to be accepted until such time as Steinberg has dispatched the DACs to the Dealer.
2. Steinberg may determine a quantity of DACs which can be ordered at once.
3. Steinberg does not make any direct supplies to end-customers of DACs sold by the Dealer.
4. Steinberg shall supply to Dealer the DACs for Steinberg products according to the end-user license agreement (EULA), which may be modified from time to time.
5. Steinberg shall be entitled to make partial deliveries.
6. Electronic Order and Delivery System: Dealer will be responsible for any orders issued with the access and order information (e.g. user-id, password) received by Steinberg or authorized third parties. Dealer shall keep secret and prevent any misuse of such information and, in addition, shall inform Steinberg immediately about any misuse or loss thereof to bloc such access and order information regarding the electronic order system during ordinary office hours.
7. Import Formalities: Dealer shall be responsible for arranging import formalities except for those required to be dealt with by the sender and/or manufacturer (for example “confirmation of origin”) and shall bear the costs arising thereby.
8. Delay of Delivery: In the event that delivery of the DACs is delayed by Steinberg, Dealer may not, apart from refusing delivery, assert any further rights such as claims for indemnification as a result of the delay. However, Steinberg agrees to use all endeavours to ensure that Dealer’s order will be fulfilled properly.
9. Product Information: Information about products is available when the product is offered in the platform and/or on the Steinberg website for the respective product.
Utilisation of Names, Violation of Rights
1. The name “Steinberg” is a protected name of Steinberg and is used to designate all Steinberg Products including DACs.
2. Dealer hereby acknowledges the right of Steinberg to use the name “Steinberg” for its commercial activities to promote Steinberg’s products. Dealer is obliged to sell the Steinberg Products under trademarks, or packed and presented as specified by Steinberg. Dealer undertakes to indicate in all advertisements that the name “Steinberg” is a registered trademark of Steinberg.
3. Dealer further undertakes to cease using the name “Steinberg” immediately as soon as the sale of Steinberg Products including DACs by Dealer is terminated.
Intellectual Property and Violation of Rights
1. The contractual relationship between Steinberg and Dealer shall not entail any transfer of intellectual property rights relating to Steinberg Products or the name "Steinberg" whatsoever.
2. Dealer is prohibited, from determining the method of working of Steinberg software by way of reverse engineering or from using any information so obtained for the development of its own products or from providing such information to third parties, unless permitted by law.
3. Where Dealer discovers any violations of Steinberg’s rights (such as unlawfully copied software and unlawful use of the name “Steinberg”), Dealer shall inform Steinberg of such violations without delay.
4. Steinberg shall be exclusively responsible in its own discretion for prosecution in cases of rights violation. Also, it is Steinberg’s own decision, in which way any prosecution should take place. Dealer agrees to support Steinberg as far as it is practical in the prosecution of violators. Whilst Dealer have no obligation to prosecute violators of Steinberg’s rights, they may do so but only with the written approval of Steinberg and on their own risk and costs.
Confidentially
1. Dealer will keep in strictest confidence all internal information, secrets and production information belonging to Steinberg, its affiliates and suppliers of which Dealer becomes aware within the framework of this Agreement during and even after the term of the said Agreement. Dealer may use such confidential information only for the purposes of this Agreement.
Limited Warranty
1. Steinberg shall warrant (gewährleisten) the delivered products (via DACs) for a period of 12 (twelve) months from delivery to be free from defects in material and workmanship and to comply with the documentation delivered together with the products. Insignificant divergences from the functions described in the documentation do not give rise to any warranty claim. Other documents and statements are unremarkable for the composition of the product.
2. In the event of a defect, Steinberg’s liability shall be limited to, at Steinberg’s discretion, a replacement delivery or - and if replacement delivery fails twice - a refund of the price paid for the non-conforming products. All further claims for indemnification for losses etc. by Dealer itself or by third parties shall be excluded.
Limitation of Liabilities
1. Steinberg shall only be liable, irrespective of the legal grounds, for damage caused by the intentional or negligent conduct of Steinberg. Steinberg’s liability for negligence shall be limited to a violation of an obligation which is significant to the achievement of the contractual purpose (cardinal obligation) and to those damages which must typically be expected within the scope of the Agreement. Any further liability shall be excluded.
2. The liability for loss of data shall be limited to the typical cost and effort of retrieving the data which would have occurred, if the data had been stored regularly and in a risk-adequate way.
3. The total liability of Steinberg - except for intentional acts - shall be limited to the lowest amount, either of the amount of annual payments by Dealer or to the maximum amount of EUR 10,000. Any indirect and consequential damages like loss of profit shall be excluded.
4. These limitations of liability shall also apply to the benefit of Steinberg's employees in the event Dealer files any claims directly against them.
Final Provisions
1. Entire Agreement. This Agreement constitutes the complete understanding between the parties with regard to the subject matter and supersedes all previous agreements. Subsidiary agreements have not been concluded.
2. Amendments. Amendments, supplements and notices of termination of this Agreement must be made in writing; alteration to the requirement of the written form must also be made in writing.
3. Severability. Should any provision of this Agreement, in total or in part, be or become invalid, the validity of the other provisions shall not be affected thereby. The invalid provision shall be deemed to be replaced by such valid provision which corresponds as close as possible to the intention and purpose of the invalid provision; the same shall apply in the case of a gap.
4. Governing Law and Venue. This Agreement shall be governed by the laws of the Federal Republic of Germany without the application of the “Convention on Contracts for the International Sale of Goods” (CISG) and the EU conflict of laws (Rome I). Place of jurisdiction for all disputes shall be Hamburg. In addition, each party can bring an action against the other party at the general place of jurisdiction of the other party.