COMPANY

The following terms and conditions ("Terms and Conditions") apply to the United Kingdom. If you’re not in the United Kingdom, please select the appropriate terms and conditions for your area here.

In these Terms and Conditions, "us" "we" and "our" refers to Native Instruments UK Limited.


1 General

• Our goods, services, and offers are made solely on the basis of these Terms and Conditions. They are a component of all contracts that we conclude with our customers (each a “Customer” or “you”) for the goods or services we offer. They also apply to all future goods, services, or offers to the Customer, even if they are not agreed to again separately.
• Any and all prior statements, representations and agreements relating to the subject matter hereof, but not incorporated herein, are hereby excluded and superseded. By placing a purchase order, the Customer expressly consents to these Terms and Conditions with respect to the purchase of goods and/or the provision of any services. Except as expressly set forth herein or as agreed to otherwise, we hereby object to and reject the provisions of any Customer purchase order, confirmation, or terms and conditions which are inconsistent with or in addition to these Terms and Conditions.

2 Offer, Order, Offer Documents

• All of our offers are subject to change and are non-binding insofar as they are not expressly labelled as binding in writing or include a certain deadline for acceptance. The order of the Customer is an offer to us to conclude a contract for purchase. With our receipt of the Customer's order we will send a written or electronic order confirmation first that confirms our receipt of the order insofar as the goods are not a software download. This order confirmation is not an acceptance of the Customer’s offer yet; rather, it merely confirms that we have received the order. Therefore, the contents of the order confirmation are not binding for us. This applies in particular insofar as the order confirmation contains incorrect information on account of automated processing (for example errors in prices or calculations). A binding contract only arises when we ship the ordered goods to the Customer and the shipment to the Customer has been confirmed by means of a written or electronic shipping confirmation. If the goods are a software download, a binding contract only arises with the receipt of the goods or the invoice, depending on which occurs first. Our written or electronic confirmation of shipment or, in the case of downloads, invoice, is solely authoritative for the scope of goods or services to be provided. Any additional agreements or changes to any order are not binding except where agreed by us in writing.
• Changes to the goods or services to be provided, in particular those of a technical nature, remain reserved insofar as (i) the goods or services have not significantly changed and the changes are not unreasonable for the Customer or (ii) we have not expressly agreed in writing with the Customer that the information about the goods or services is binding.
• In the event that we make an offer to a Customer that is expressly stated in writing as binding, we shall be bound by the terms of such offer for two (2) weeks, unless provided otherwise in writing. We retain all rights, in particular copyright and other intellectual property rights, to any and all documents, illustrations, etc. provided to the Customer. The Customer may only use them in the scope of the contractually intended purpose.

3 Prices, Payment Terms

• The prices agreed between us and the Customer apply only for the specific quantities, specifications and delivery schedules set forth in the relevant shipping confirmation. Any variation in quantity, specifications, or delivery schedules may necessitate a price and/or delivery schedule adjustment. All prices relate to the particular goods or services only, and in particular, the prices do not include the costs of shipping, taxes or related fees, installation, instruction or auxiliary services, unless otherwise agreed by us in writing.
• Insofar as the Customer is a business, and we have not expressly agreed otherwise in writing, the prices are in British pounds ex works Voerde (Incoterms 2010), including VAT, exclusive packaging costs.
• If no prepayment is arranged, all invoiced amounts are, unless nothing else is expressly agreed in writing, due without any deduction whatsoever within 30 (thirty) days after the invoice date. Our receipt of the payment is authoritative for payment having been made in a timely manner. Payments are always credited against the oldest still-open invoice. The deduction of a trade discount requires a separate written agreement.
• If the Customer fails to make any payment due to us by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% (four per cent) per annum above Barclays Bank plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. The Customer shall pay all amounts due under these Terms and Conditions in full without any set-off, counterclaim, deduction or withholding except as required by law. We may, without limiting our other rights or remedies, set off any amount owing to us by the Customer against any amount payable by us to the Customer.
• Insofar as we have not already agreed to advance payment with the Customer, we are entitled to demand pre-payment or payment of a security by the Customer before we carry out outstanding deliveries if circumstances become known that in our reasonable opinion are likely to substantially reduce the creditworthiness of the Customer and which would endanger payment of any outstanding invoices or due claims from the Customer, including any other orders from the Customer.
• Insofar as nothing else was expressly agreed in writing with the Customer, all payments are to be made solely to us in £ (British pounds) and including VAT.
• We only ship to addresses in the United Kingdom.

4 Right of Withdrawal

If you are a consumer, you have a legal right of withdrawal of any order for goods under the Consumer Protection (Distance Selling) Regulations 2000 during the period set out below. This means that during the relevant period if you change your mind or for any other reason to decide you do not wish to keep any goods, you can notify us of your decision to cancel the order and receive a refund.

Right of withdrawal

You have the right to withdraw from this contract within 14 (fourteen) days without giving any reason.
The withdrawal period will expire after 14 (fourteen) days from the day

• a) of the conclusion of the contract. [cases of a contract of digital content which is not supplied on a tangible medium]
• b) on which you acquire, or a third party other than the carrier and indicated by you acquires, physical possession of the goods. [cases of a sales contract]
• c) on which you acquire, or a third party other than the carrier and indicated by you acquires, physical possession of the last good. [cases of a contract relating to multiple goods ordered by the consumer in one order and delivered separately]

To exercise the right of withdrawal, you must inform us

Native Instruments UK Ltd
18 Phipp Street
London
EC2A 4NU
United Kingdom
www.native-instruments.com/sales.info

of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail). You may use the attached model withdrawal form, but it is not obligatory.

--
Model Withdrawal Form
(complete and return this form only if you wish to withdraw from the contract)

— To Native Instruments UK Ltd., 18 Phipp Street, London EC2A 4NU, UK:
— I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract of sale of the following goods (*)/for the provision of the following service (*),
— Ordered on (*)/received on (*),
— Name of consumer(s),
— Address of consumer(s),
— Signature of consumer(s) (only if this form is notified on paper),
— Date
________________________________
(*) Delete as appropriate.
--

To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Effects of withdrawal
If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 (fourteen) days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

We may withhold reimbursement until we have received the goods back or you have supplied evidence of having sent back the goods, whichever is the earliest.

You shall send back the goods or hand them over to

RHIEM Services GmbH
Gildeweg 10
46562 Voerde
Germany

without undue delay and in any event not later than 14 (fourteen) days from the day on which you communicate your withdrawal from this contract to us. The deadline is met if you send back the goods before the period of 14 (fourteen) days has expired.

We will bear the cost of returning the goods.

You are only liable for any diminished value of the goods resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the goods.

Special Notices:

• We ask you to return the goods with its original packing and materials, if any. If you do not return the goods to us as set out above, we are entitled to charge you for the cost of collecting the goods from your address.
• As a consumer, you will always have legal rights in relation to goods that are faulty or not as described. These legal rights are not affected by the returns policy in this clause 4 or these Terms and Conditions.
• The right of withdrawal is not in effect for distance contracts for the delivery of audio or video recordings or software insofar as the seals of the delivered data media have been opened by you as well as in the event of distance contracts of digital content which is not supplied on a tangible medium after your express permission that the contract should take effect before the withdrawal period expires whereas you are aware that the right of withdrawal expires when the contract takes effect.

5 Delivery and Delivery Period

Our shipping confirmation is authoritative for delivery periods. The periods or dates for deliveries of goods or the provision of services contained therein are only binding to the extent that a fixed period or fixed deadline is expressly promised or agreed there or if we have expressly confirmed a period or deadline as binding separately in writing or via email. Other periods and deadlines mentioned by us are non-binding.

• Depending on the kind of goods to be provided, delivery will occur either by means of physical shipment or by means of download by the Customer.
• Insofar as the Customer is a business and we have not expressly agreed to something else in writing, the delivery period has been adhered to when we have made the goods available at our own plant by the expiry of the deadline and announce readiness to ship to the Customer or have handed it over to the transport provider. In the event of delivery by means of download, the delivery period has been adhered to if we have made it possible for the Customer to download the goods by expiry of the period.
• We retain the right to refuse to hand over goods to the transport provider if secure and safe loading cannot be provided based upon the condition of the transport provider’s vehicle or based on other safety concerns.
• Partial deliveries of goods or partial provision of services are allowed if reasonable and if the remainder of the goods are delivered or the remainder of services are provided as soon as reasonably practicable. Unless the Customer has requested a partial delivery, no additional shipping expenses arise for the Customer in the event of partial deliveries.

6 Force Majeure

A force majeure event entitles us to delay the delivery or service for the period of the hindrance and a reasonable start-up period or to withdraw in part or whole from the part of the contract not fulfilled yet. Natural catastrophes, strikes, lock-outs, political unrest, or other unforeseeable circumstances that make timely delivery or performance impossible despite reasonable efforts are considered a force majeure event. This also applies if the events named above arise in respect of a subcontractor of ours. We will inform the Customer without delay in the event that a force majeure within the meaning of this clause 6 arises. If any force majeure event continues for more than 6 (six) weeks, us and the Customer will each have the option of terminating the affected order(s) after 2 (two) weeks’ prior written notice.


7 Packing, Shipping, Transfer of Risk and Acceptance of the Goods by the Customer

• Insofar as not expressly otherwise agreed in writing, we are free to choose the kind of packaging according to our discretion.
• If the Customer is a business, the risk of accidental loss and accidental deterioration is transferred to the Customer at the latest with the dispatch of the goods to the shipper, freighter, or person named for shipment by the Customer or at the time of download by the Customer. This also applies in the event of partial deliveries. If the Customer is a consumer, the risk of accidental loss and accidental deterioration is transferred to the Customer at the latest with receipt of the goods by the Customer – regardless of whether in physical form or by means of download.
• If the Customer is unable to accept delivery or breaches any of Customer’s obligations under these Terms and Conditions in respect of acceptance of a delivery, the Customer shall indemnify us for all reasonable losses and expenses incurred by us as a result of such failure to accept delivery. In this case the risk of accidental loss or accidental deterioration of the goods is transferred to the Customer.
• The goods will only be insured against theft, breakage, shipping damages, fire damages, water damages, and other insurable risks upon express request of the Customer at its expense.

8 Warranty

For consumers the legal warranty applies.

• Insofar as the Customer is a business, the Customer must declare any notices of defects to us in writing with exact information about the kind and scope of the defect so that it is possible for us to check whether the notice of defects is just. In particular, the Customer is to inspect the delivered goods without delay after they arrive for shipping damages and note damages found on the delivery slip, have this notification signed by the transporting party, and inform us about this in writing, too.
• Insofar as there is a defect in the goods, we are entitled at our option (or, if the Customer is a consumer, at the Customer’s option) – to repair the goods or provide replacement goods. In doing so, we are to bear the expenditures necessary for remedy of fulfilment pursuant to the legal regulations.
• A replacement delivery by us assumes that the Customer returns the defective goods concurrently.
• If we are not willing to rectify defects or make a replacement delivery or are unable to do so, or when it would take an unreasonable period of time due to reasons outside our control, or if repair of goods fails in a final manner for any other reasons, the Customer is entitled, at its option, to withdraw from the order or demand a reduction of the purchase price. In the event of withdrawal, we are obligated to refund the paid purchase price only upon receipt of the defective goods.
• The right to withdraw of the Customer in the event of defects in the goods is excluded in cases in which the Customer is unable to return the goods on account of use of the goods where a defect was only revealed after processing or transformation of the goods. For significant third-party products that are a component of the goods or the delivery, for example the software of other manufacturers, our liability is limited to the assignment of the claims to which we are entitled against the manufacturer of the third-party product. Should the claim made against the manufacturer of the third-party product fail for reasons for which the Customer is not responsible (for example the insolvency of the supplier), then the Customer is entitled to claims on account of defection pursuant to the provisions of this clause 8.
• If the Customer is a business and has sold the goods to a consumer and the goods have to be recalled from the consumer on account of a defect, then the Customer can demand, at its option, repair of the goods or replacement goods, withdraw from the contract, or reduce the purchase price.
• The warranty lapses if the Customer modifies the goods or has a third party modify them without our prior agreement and this makes rectification of defects impossible or unreasonably difficult. In any case, the Customer is to bear the arising additional expenses for rectification of defects on account of the modification. In particular, no liability will be assumed for damages that arose on account of the following reasons:
  
  • Improper use, improper handling;
  • Unsuitable operating conditions;
  • Improper installation, start up, or use by the Customer or third parties to the extent that the owner's manual or instructions provided by use are not incorrect;
  • Modifications of the goods by the Customer or a third party;
  • Improper or negligent handling.
• If the Customer is a business, the statute of limitations for claims for remedy of fulfilment, withdrawal, and reduction in price on account of defects in the goods amounts to one year from transfer of risk. If the Customer is a consumer, the statute of limitations for claims for remedy of fulfilment, withdrawal, and reduction in price on account of defects in the goods amounts to two years from transfer of risk in deviation from this.

9 Liability

• Nothing in these Terms and Conditions limit or exclude our liability for:
  
  • death or personal injury caused by our negligence;
  • fraud or fraudulent misrepresentation;
  • breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
  • if the Customer is a consumer, any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and
  • defective products under the Consumer Protection Act 1987.
  
  
• Subject to the section above in this clause 9, we will under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms and Conditions for:
  
  • any loss of profits, sales, business, or revenue;
  • loss or corruption of data, information or software;
  • loss of business opportunity;
  • loss of anticipated savings;
  • loss of goodwill; or
  • any indirect or consequential loss.
• Subject to the sections above in this clause 9, our total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed ten thousand pounds sterling (£10,000) OR 100% (one hundred per cent) of the price of the goods or services, whichever is the greater.
• Except as expressly stated in these Terms and Conditions, we do not give any representation, warranties or undertakings in relation to any goods or services. Any representation, condition or warranty which might be implied or incorporated into these Terms and Conditions by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the goods or services are suitable for the Customer’s purposes.
• The time barring period for claims for losses or damages on account of defective delivery is limited to 1 (one) year after the date of transfer of risk in the relevant goods. The time barring period for claims for losses or damages on account of the breach of other contractual duties amounts to 1 (one) year after the end of the year in which the claim arose provided the Customer gains knowledge of the circumstances founding the claim during such period and gained knowledge of the defaulting party or should reasonably have gained knowledge of the defaulting party during such period.

10 Retention of Title

• If the Customer is a business, the goods remain our property until complete payment of all claims from the business relationship including those arising in the future, also from contracts concluded simultaneously or later. This also applies if individual or all of our claims were collected by us in a current account and the balance has been drawn and recognised.
• If the Customer is a consumer, we retain ownership of the goods until complete payment of the purchase price.
• Until title to the goods has passed to the Customer, the Customer shall:
  
  (a) hold the goods on a fiduciary basis as our bailee;
  (b) store the goods separately from all other goods held by the Customer so that they remain readily identifiable as our property;
  (c) not remove, deface or obscure any identifying mark or packaging on or relating to the goods;
  (d) maintain the goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
  (e) notify us immediately if it becomes subject to a bankruptcy- or insolvency-related event; and
  (f) give us such information relating to the goods as we may require from time to time,
  without prejudice to any right the Customer may have to resell or use the goods in the ordinary course of its business.
  
  
• If before title to the goods passes to the Customer the Customer becomes subject to any bankruptcy- or insolvency-related event, or we reasonably believe that any such event is about to happen and notifies the Customer accordingly, then, provided that the goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy we may have, we may at any time require the Customer to deliver up the goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the goods are stored in order to recover them.
• If we withdraw from the order due to a breach of these Terms and Conditions by the Customer (such as due to late payment), the Customer is to bear all expenses for repossession of the goods by us. After repossession of the goods, we are authorised to dispose of them; the utilisation proceeds are to be set off against the liabilities of the Customer with deduction of reasonable utilisation expenses.
• In the event of pledging of the goods subject to retention of title or other encroachments by third parties, the Customer is to inform us without delay and make all necessary declarations and inform the third party about the existing ownership circumstances. The Customer may not pledge the goods or assign it as a security. The Customer is also obligated to treat the goods with care; it is especially obligated to insure them itself sufficiently at the original value against loss and damage and destruction, including fire, water and theft.
• If Customer is a business, it is entitled to sell the goods in the ordinary course of business; however it already assigns to us all claims in the amount of the final invoiced amount with all ancillary rights that arise for it from the further sale against its customer or third party. The Customer remains entitled to collect this receivable even after assignment. We may collect the receivable ourselves in the Customer is in arrears with its duties to pay us or if the Customer is insolvent or has made an application to open insolvency proceedings. In this case the Customer is obligated to inform us of the receivables assigned and the respective debtors, state all details necessary for debt claim recovery, hand over all documents pertaining and notify the debtors (third parties) of the assignment.
• We obligate ourselves to release the securities to which we are entitled upon request of the Customer to the extent that the realisable value of our securities with consideration for the assessment deductions typical for banks exceed the value of the claims to be secured by more than 20% (twenty per cent); in doing so the wholesale price for goods and the nominal value of claims are to be assumed. The choice of securities to be released in incumbent upon us.

11 Software Licence

• The contents on the Native Instruments’ website at are labelled as not for sale (in particular audio recordings, pictures, videos), are protected by copyright and intended for demonstration purposes only. They may not be downloaded, publicly displayed, exploited, and/or used in any other way without our agreement.
• Software is subject to the separate software license agreement accompanying or made available to the Customer in connection with the software, in particular our End User License Agreement (“EULA”). In case of any discrepancies between the EULA and this Agreement, the EULA shall prevail.

12 Intellectual and Industrial Property Rights

Insofar as nothing else has been expressly agreed in writing, we only warrant that the goods and services do not infringe the intellectual and industrial property rights of third parties (in the following: “Copyrights”) in the country of delivery unless we are positively aware of Copyright infringements at the domicile of the Customer or in another such country that the Customer has reported to us in writing. Insofar as a third party makes claims against the Customer on account of breach of Copyright by goods or services provided by us and used in a contractual manner, we are liable to the Customer:

• The Customer is to inform us of the Copyright infringements claimed by the third party without delay in writing. We will fulfil, defend against, or end these claims with a settlement at our own expense according to our own discretion. To do so, the Customer grants us the sole authority for the legal defence and settlement negotiations and will issue us the powers of attorney necessary for this purpose in individual cases including the right to issue corresponding sub-powers of attorney.
• Insofar as the delivery constitutes a Copyright infringement within the meaning described above, we will rectify the reason for the Copyright infringement within a reasonable period. According to our choice at our expense for the concerned performance, we will either induce a right of use, change the goods or services so that the Copyright is not infringed, or exchange them.
• If the rectification of the Copyright infringement fails or if the rectification is not possible under reasonable conditions or unreasonable for the Customer, the Customer is entitled to the statutory right of withdrawal or price reductions. Claims for damages of the Customer against us are subject to the provisions of clause 9 of these General Terms and Conditions.
• We are not liable for the claims of third parties on account of Copyright infringements insofar as they are caused by special requests of the Customer, a use not foreseen by us, or on account of the fact that the Customer or an unauthorised third party changed the goods or services or it is not being used under the recommended conditions or under the agreed conditions or together with products not delivered by us. In general, we are not liable for the claims of third parties on account of Copyright infringements insofar as the Customer is responsible for this. Should third parties make claims against us with regard to this, the Customer shall release us from them.
• We are also not liable to the Customer if the Customer acknowledges the infringement towards the third party without our prior agreement or in the event that it discontinues use of the goods or services without informing the third party that the discontinuation of use does not constitute acknowledgement of a Copyright infringement.

13 Data Protection

We use automatic data processing techniques in our order process. We collect, process, and use personal data of the Customer in the scope of order processing as well as during activation and registration of the software. For order processing we may transmit the personal data of the Customer to third parties that may have their domicile outside of the EU (for example, service providers in the USA). Furthermore, we save, process, and use the personal data of the Customer in an anonymised or pseudonymised manner in order to continuously improve our offerings for our Customers. Further information about the kind, scope, and purpose of the collection, processing, and use of the personal data of our Customers is contained in our privacy policy at www.native-instruments.com/company/legal-information/privacy-policy/.


14 Governing Law and Jurisdiction

• If you are a consumer, please note that these Terms and Conditions are governed by English law. This means an order for the purchase of goods or services through our site and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.
• If you are a business, these Terms and Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. If you are a business, we both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions or their subject matter or formation (including non-contractual disputes or claims).

15 Final Provisions

Insofar as these General Terms and Conditions determine that declarations of intent or announcements are to occur in writing, the written form is also fulfilled by the use of the text form, i.e. by fax or email.