TERMS OF USE

Status: March 2021

1. Scope

1.1

Any use of this web site (hereinafter referred to as “Flender Website”) provided by Flender GmbH and/or its affiliates (hereinafter referred to as "Flender") is subject to these Terms of Use. These Terms of Use may be amended, modified or replaced by other terms and conditions, e.g. for the purchase of products and services. With log-in, or where a log-in is not required, in accessing or using the Flender Website these Terms of Use are accepted in their then current version.

1.2

If the user uses this Flender Website as business customer, i.e. that it is not acting for purposes which are outside its trade, business or profession, or as administration customer, § 312i para. 1 sentence 1 no. 1 - 3 of the German Civil Code does not apply.

1.3

In the case of web offers aimed at companies or public enterprises, such companies or enterprises are represented by the user and must assume that the user has appropriate knowledge and acts accordingly.

2. Services

2.1

This Flender Website contains specific information and software, as well as - as the case may be - related documentation, for viewing or downloading.

2.2

Flender may stop the operation of the Flender Website in full or in part at any time. Due to the nature of the internet and computer systems, Flender cannot accept any liability for the continuous availability of the Flender Website.

3. Registration & Password

3.1

Some pages of the Flender Website may be password protected. In the interest of safety and security of the business transactions, only registered users may access said pages. Flender reserves the right to deny registration to any user. Flender particularly reserves the right to determine certain sites, which were previously freely accessible, subject to registration.

3.2

Flender is entitled, at any time and without obligation to give reasons, to deny the user the right to access the password-protected area by blocking its User Data (as defined below), in particular if the user;

• uses false data for the purpose of registration,
• violates these Terms of Use or neglects its duty of care with regard to User Data,
• violates any applicable laws in the access to or use of the Flender Website; or
• did not use the Flender Website for a longer period.

3.3

In case of a registration, the user shall give accurate information and, where such information changes over time, update such information (to the extent possible: online) without undue delay. The user shall ensure that its e-mail address, as supplied to Flender, is current at all times and an address at which the user can be contacted.

3.4

Unless otherwise defined in individual Flender Websites or pages, the user will be provided with an access code upon registration, comprising a User-ID and a password ("User Data"). On first access the user shall promptly change the password received from Flender into a password known only to the user. The User Data allows the user to view or change its data or, as applicable, to withdraw its consent to data processing.

3.5

The user shall ensure that its User Data is not accessible by third parties and is liable for all transactions and other activities carried out under its User Data. At the end of each online session, the user shall log-off from the password protected Flender Websites. If and to the extent the user becomes aware that third parties are misusing its User Data the user shall notify Flender thereof without undue delay in writing, or, as the case may be, by e-mail.

3.6

After receipt of the notice under paragraph 3.5, Flender will deny access to the password-protected area under such User Data. Access by the user will only be possible again upon the user's application to Flender or upon new registration.

3.7

The user may at any time request termination of its registration in writing, provided that the deletion will not violate the proper performance of contractual relationships. In such event Flender will remove all user data and other stored personally identifiable data of the user as soon as these data are no longer needed.

4. Right of use to information, Software & Documentation

4.1

The use of any information, software and documentation made available on or via this Flender Website is subject to these Terms of Use or, in case of updating information, software or documentation, subject to the applicable license terms previously agreed to with Flender. Separately agreed to license terms, for example software downloads, shall prevail over these Terms of Use.

4.2

Flender grants the user a non-exclusive and non-transferable license, which may not be sublicensed, to use the information, software and documentation made available to the user on or via the Flender Website to the extent agreed, or in the event of no such agreement to the extent of the purpose intended by Flender in making same available.

4.3

Software shall be made available in object code. There shall be no right to the disclosure of the source code. This shall not apply to source code related to open source software, which license conditions take priority over these Terms of Use in the case of transfer of open source software and which conditions require the making available of the source code. In such case Flender shall make the source code available in return for the payment of costs.

4.4

Information, software and documentation may not be distributed by the user to any third party at any time nor may it be rented or in any other way made available. Unless such is allowed by mandatory law, the user shall not modify the software or documentation nor shall it disassemble, reverse engineer or decompile the software or separate any part thereof. The user may generate one backup copy of the software where necessary to secure further use in accordance with these Terms of Use.

4.5

The Information, Software and Documentation are protected by copyright laws as well as international copyright agreements and other intellectual property laws and agreements. The user shall observe these rights, and in particular shall not remove any alphanumeric code, marks or copyright notices from the Information, Software, Documentation or copies thereof.

4.6

Sections 69a et seq. of the German Copyright Act and the international regulations corresponding thereto shall remain unaffected.

5. Intellectual Property

5.1

Notwithstanding the special provisions in section 4 of these General Terms and Conditions of Use, information, brand names, images and other content from the Flender Website may not be changed, copied, reproduced, sold, rented, used, supplemented or otherwise exploited in any other way without the prior written consent of Flender.

5.2

Except for the rights of use or other rights expressly granted herein, the User shall neither be granted any further rights of any kind whatsoever, in particular to the company name and to industrial property rights such as patents, utility models or trademarks, nor shall Flender be under any corresponding obligation to grant such rights.

5.3

If the user submits ideas and suggestions on Flender Websites, Flender may use these free of charge for the development, improvement and distribution of the products from its portfolio.

6.1

In accessing or using the Fleder Website the User shall not

• breach public morality in its manner of use;
• violate any intellectual property right or any other proprietary right;
• upload any contents containing a virus, so-called Trojan Horse, or any other program that could damage data;
• transmit, store or upload hyperlinks or contents to which the User is not entitled, in particular in cases where such hyperlinks or contents are in breach of confidentiality obligations or unlawful; or;
• distribute advertising or unsolicited e-mails (so-called "spam") or inaccurate warnings of viruses, defects or similar material and the User shall not solicit or request the participation in any lottery, snowball system, chain letter, pyramid game or similar activity.

6.2

Flender may deny access to the Flender Website at any time, in particular if the User breaches any obligation arising from these Terms of Use.

7. Hyperlinks

The Flender Website may contain hyperlinks to the web pages of third parties. Flender shall have no liability for the contents of such web pages and does not make representations about or endorse such web pages or their contents as its own, as Flender does not control the information on such web pages and is not responsible for the contents and information given thereon. The use of such web pages shall be at the sole risk of the User.

8. Liability of Defects for title or quality

8.1

Insofar as any Information, Software or Documentation is made available at no cost, any liability for defects as to quality or title of the information, software and documentation especially in relation to the correctness or absence of defects or the absence of claims or third party rights or in relation to completeness and/or fitness for purpose are excluded except for cases involving willful misconduct or fraud

8.2

The information on the Flender Website may contain specifications or general descriptions related to the technical possibilities of individual products which may not be available in certain cases (e.g. due to product changes). The required performance of the product shall therefore be mutually agreed in each case at the time of purchase.

9.1

he liability of Flender for defects in relation to quality and title shall be determined in accordance with the provisions of § 8 of these Terms of Use. Any further liability of Flender is excluded unless required by law, e.g. under the Act on Product Liability or in cases of willful misconduct, gross negligence, personal injury or death, failure to meet guaranteed characteristics, fraudulent concealment of a defect or in case of breach of fundamental contractual obligations. The damages in case of breach of fundamental contractual obligations is limited to the contract-typical, foreseeable damage if there is no willful misconduct or gross negligence.

9.2

Although Flender makes every endeavor to keep the Flender Website free from viruses, Flender cannot make any guarantee that it is virus-free. The User shall, for its own protection, take the necessary steps to ensure appropriate security measures and shall utilize a virus scanner before downloading any information, software or documentation

9.3

§§ 9.1 and 9.2 do not intend nor imply any changes to the burden of proof to the User's disadvantage.

10. Compliance with Export Control Regulation

10.1

If the User transfers information, software and documentation provided by Flender to a third party, the User shall comply with all applicable national and international (re-) export control regulations. In any event of such transfer the User shall comply with the (re-) export control regulations of the Federal Republic of Germany, of the European Union and of the United States of America.

10.2

Prior to any such transfer to a third party the User shall in particular check and guarantee by appropriate measures that

• There will be no infringement of an embargo imposed by the European Union, by the United States of America and/ or by the United Nations by such transfer or by provision of other economic resources in connection with any information, software and documentation provided by Flender, also considering the limitations of domestic business and prohibitions of by-passing those embargos;
• Such information, software and documentation provided by Flender are not intended for use in connection with armaments, nuclear technology or weapons, if and to the extent such use is subject to prohibition or authorization, unless required authorization is provided;
• The regulations of all applicable Sanctioned Party Lists of the European Union and the United States of America concerning the trading with entities, persons and organizations listed therein are considered.

10.3

If required to enable authorities or Flender to conduct export control checks, the User, upon request by Flender, shall promptly provide Flender with all information pertaining to the particular end-user, the particular destination and the particular intended use of Information, Software and Documentation provided by Flender, as well as any export control restrictions existing.

10.4

The User shall indemnify and hold harmless Flender from and against any claim, proceeding, action, fine, loss, cost and damages arising out of or relating to any noncompliance with export control regulations by the User, and the User shall compensate Flender for all losses and expenses resulting thereof, unless such noncompliance was not caused by fault of the User. This provision does not imply a change in burden of proof.

10.5

Flender’ s obligation to fulfill an agreement is subject to the proviso that the fulfillment is not prevented by any impediments arising out of national and international foreign trade and customs requirements or any embargos or other sanctions

11. Data Privacy

Flender complies with applicable data protection laws when collecting, using and processing personal data of the User of the Flender Website as well as with the Flender Data Privacy Policy, which can be accessed via hyperlinks on each Flender website and/or via the link https://www.flender.com/en/PrivacyPolicy.

12. Supplementary Agreements, Place of Jurisdiction, Applicable Law

12.1

Any supplementary agreement requires the written form.

12.2

The place of jurisdiction shall be Düsseldorf (Germany).

12.3

Die einzelnen Seiten der Flender-Website werden von der Flender GmbH oder ihrer Verbundgesellschaften betrieben und verantwortet. Die Seiten berücksichtigen die Anforderungen des jeweiligen Landes, in dem die verantwortliche Gesellschaft ihren Sitz hat. Flender übernimmt keine Verantwortung dafür, dass Informationen, Software und/oder Dokumentation von der Flender-Website auch an Orten außerhalb des betreffenden Landes abgerufen oder heruntergeladen werden dürfen. Wenn Nutzer von Orten außerhalb des betreffenden Landes auf die Flender-Website zugreifen, sind sie ausschließlich selbst für die Einhaltung der nach dem jeweiligen Landesrecht einschlägigen Vorschriften verantwortlich. Der Zugang zu Informationen, Software und/oder Dokumentation auf der Flender-Website aus Ländern, in denen dieser Zugang rechtswidrig ist, ist nicht gestattet. In diesem Fall und falls der Nutzer in geschäftliche Beziehungen mit Flender treten möchte, sollte der Nutzer zu Flender-Repräsentanten in dem jeweiligen Land Kontakt aufnehmen.

The individual pages of the Flender Website are operated and administered by Flender GmbH and/or its affiliates. The pages comply with the law applicable in the country where the responsible company has its business residence. Flender makes no representation that information, software and/or documentation on the Flender Website are appropriate or available for viewing or downloading at locations outside such country. If Users access Flender Website from outside such country, they are exclusively responsible for compliance with all applicable local laws. Access to Flender Website's Information, Software and Documentation from countries where such content is unlawful is prohibited. In this case and where User seeks to do business with Flender, the User should contact the Flender representative for the particular country for country specific business

12.5

These Terms of Use shall be governed by - and all disputes relating to or in connection with these Terms of Use or their subject matter shall be resolved in accordance with - the laws of Germany, to the exclusion of its conflict of laws rules. The application of the United Nations Convention on Contracts for the International Sales of Goods (CISG) of 11 April 1980 is excluded.