Ableton AG — General Terms and Conditions

1.1. These general contractual terms and conditions (GTC) form the basis of all contracts between the Ableton AG (Ableton) and you. If you are addressed in these GTC, both consumers and entrepreneurs are meant in the sense of these terms and conditions. If you are particularly addressed as a consumer in the context of these GTC, then all natural persons within the meaning of § 13 of the German Civil Code (BGB) (m/f/d) are meant. If you are particularly addressed as an entrepreneur in the context of these GTC, then all entrepreneurs are persons within the meaning of § 14 BGB are meant.

1.2. These GTC apply exclusively. Terms and Conditions that conflict or deviate from these GTC are inapplicable, unless Ableton has agreed explicitly to their applicability. These GTC also apply even if Ableton unconditionally accepts your offer to conclude a contract knowing that your terms exist which are contrary or deviate from these GTC. Individual provisions (including subsidiary agreements, amendments and modifications) between you and Ableton shall prevail.

1.3. If you are an entrepreneur, these GTC in the version valid at the time of your first order shall also apply to future contracts for deliveries or services, without Ableton having to refer to them again in each individual case. This applies without prejudice to Ableton's right to amend these GTC. However, the amended GTC shall not apply until Ableton has notified you of the amended GTC and only for your commissions or orders after your receipt of the notice of change:

1.4. The Contracting Partner is the

Ableton AG
Schönhauser Allee 6-7, D-10119 Berlin, Germany
Executive Board: Gerhard Behles, Jan Bohl

Chair of Supervisory Board: Uwe Struck
Registered office: Berlin
Register: Amtsgericht Berlin-Charlottenburg, HRB 72838

Ableton can be contacted via the following e-mail: contact@ableton.com

2.1. The presentation of goods on www.ableton.com does not constitute a legally binding offer, but general information. By pressing the “buy”-button, you make a binding offer to purchase the goods in your shopping cart. You will receive an order confirmation of your order by e-mail immediately after the completion of the ordering process. If you pay by credit card, prepayment, Paypal, Klarna or any other immediately effective payment method, the contract is concluded upon your receipt of the order confirmation. For any other payment methods, the contract is concluded as soon as you receive our shipping notification or shipping confirmation sent by e-mail: at the latest, however, when you receive the goods.

2.2. The contract is concluded and executed in German, English, French, Spanish or Japanese, depending on which language you chose during the ordering process. Ableton will save the contract text (order form). The contract is not accessible via the internet once your order is placed. The GTC are available at any time on the Ableton website.

2.3. For purposes of fulfillment of the contract, that is, in order to fulfill the performance due under the contract, Ableton may also make use of vicarious agents.

3.1. The prices on Ableton's website apply, unless agreed otherwise. The indicated final prices for the purchased product are excluding shipping costs, yet including sales tax insofar as applicable and at the amount valid at the time the order is made. This does not apply if you are a consumer who downloads software from the Ableton website in the U.S.A. or receive goods delivered to the U.S.A. In this case, an additional sales tax applies which may vary from county to county.

3.2. You carry all shipping costs due. These costs are depicted separately in the respective order data. Depending on your place of residence, additional charges may be due, such as additional taxes and/or charges, or e.g. costs in the form of duties. You will be informed about these costs during the ordering process. Ableton has no influence on the amount of the custom duties or the taxes to be paid in your country. If you are ordering from a non-EU country, you must be aware of any fees that may be charged when the goods are imported into your country. These fees are not charged by Ableton and are not included in the shipping charges.

3.3. If you are a consumer and exercise the right of withdrawal (see Sec. 8), you must bear the regular cost of the return shipment.

4.1. Invoices are payable to Ableton immediately upon receipt. You undertake to pay the invoiced amount within 14 days after receipt of the goods at the latest, unless otherwise agreed in the individual case (especially by the selection of the payment method). Further information on the various payment methods can be found here .

4.2. If you are a consumer you shall – without prejudice to any other rights of Ableton and subject to mandatory statutory provisions – pay default interest in the amount of 5 % per annum above the base interest rate pursuant to § 247 BGB (German Civil Code) during the period of default. If you are an entrepreneur you shall – without prejudice to any other rights of Ableton and subject to mandatory statutory provisions – pay default interest in the amount of 9 % per annum above the base interest rate pursuant to § 247 BGB during the period of default. If you are an entrepreneur, Ableton reserves the right to prove and claim higher damages for default interest, unless you are able to provide proof of lower damages.

4.3. Ableton is entitled to offset any claims against you. Ableton is also entitled to collect claims or have claims collected from your account, insofar as you have agreed hereto.

If you are an entrepreneur, the following applies: counterclaims that you base on material or legal defects of the services of Ableton may only be set off against claims of Ableton if the amount set off does not exceed the defect-related reduced value of the service concerned or the anticipated costs of subsequent performance or rectification of defects. In all other respects, offsetting against claims of Ableton is only permissible with undisputed counterclaims or counterclaims that have become res judicata.

4.4. You may only exercise your right of retention if your counterclaim is based on the same contractual relationship.

4.5. If you are an entrepreneur, the assignment of your claims arising from the contractual relationship requires the prior explicit consent of Ableton, which may not be unreasonably withheld. § 354a of the German Commercial Code (HGB) remains unaffected.

4.6. Ableton shall provide services within the contractually agreed delivery periods. If Ableton is hindered from timely delivery due to force majeure, e.g. mobilization, war, riot, strike, lockout, fire, natural disasters, transport hindrances, changes in legal regulations, official measures or the occurrence of other external unforeseen events beyond Ableton's control, the delivery period shall be extended to a reasonable extent.

5.1. If you are a consumer, the risk of accidental destruction and accidental deterioration of goods, shall pass to you upon the delivery of goods, this applies also in the case of mail order purchases.

5.2. If you are an entrepreneur, the risk of accidental destruction and accidental deterioration of the goods shall pass to you upon handover, in the case of sale by delivery upon delivery of the goods to the carrier, shipper or other person or institution designated to execute the delivery. The handover is the same if you are in default with the acceptance.

6.1. Ableton retains ownership of the goods until the purchase price is paid in full.

6.2. You are obliged to treat the goods with care during the existence of the retention of ownership. As long as ownership has not yet passed to you, you are obligated to inform Ableton immediately of any access to the goods by third parties, in particular of enforcement measures, as well as any damage to or destruction of the goods, so that Ableton can enforce ownership rights. The same applies to a change of ownership of the goods as well as your own change of address. You are obliged to compensate Ableton for any damage caused by a breach of this obligation for which you are responsible, unless the third party is able to reimburse Ableton for these costs.

6.3. If you are an entrepreneur, you are entitled to resell the goods in the ordinary course of business if the retention of title exists. In this case, you hereby assign to Ableton all claims up to the invoice amount accruing to you against a third party through the resale. Ableton accepts the assignment. After the assignment, you are authorized to collect the claim. The direct debit authorization can be revoked at any time as soon as you do not properly fulfill your own payment obligations and are in default of payment.

9.1. Upon full payment of the invoice amount, you shall be granted a simple, non-exclusive, non-transferable right to use the software and/or digital content for an unlimited period of time. In addition, the so-called End User License Agreement applies.

9.2. Ownership of source codes and copyrights to programs remains with Ableton. Designations, data as to ownership and remarks regarding copyright of Ableton may not be altered by the customer. Software and accompanying materials may not be translated, decompiled, disassembled, reverse engineered or otherwise changed by the customer, unless Ableton has allowed this in writing, or a limited legal permission exists hereto.

9.3. If the right of use granted to you ends, e.g. after the exercise of contractual or legal rights of withdrawal, you are obliged to delete all stored data, to which the purchase of the goods from Ableton referred, from your computer system, unless you are prohibited from doing so due to mandatory legal or regulatory order. All data carriers or copies and written or textual documentation of corresponding data from Ableton must be deleted or returned immediately to Ableton.

10.1. Ableton is liable without limitation according to the statutory provisions for your damages caused by intentional or grossly negligent conduct of Ableton or its vicarious agents, with the exception of liability under the Product Liability Act (ProdHaftG) or comparable laws in other jurisdictions that may apply and for injury to life, limb or health.

10.2. In all other respects, Ableton's liability for claims for damages – regardless of the legal grounds – is limited in accordance with the following provisions, unless otherwise stipulated in an express warranty by Ableton:

a) Ableton shall only be liable for damages caused by slight negligence insofar as they cause damage to essential contractual obligations ("cardinal obligations"). Cardinal obligations are those contractual obligations, the fulfillment of which makes the proper execution of the contract possible in the first place and on whose compliance the user may rely. Insofar as Ableton is liable for simple negligence in the following, Ableton's liability is limited to the typically foreseeable damage.

b) Ableton's liability for damages caused by the loss of data and/or programs due to ordinary negligence is limited to the typical recovery effort that would have been incurred if you had regularly and properly backed up your data.

c) The provisions of the preceding paragraph shall apply accordingly to the limitation of damages for futile expenses (§ 284 BGB).

10.3. The aforementioned provisions also apply to Ableton’s vicarious agents.

11.1. Choice of Law. This Agreement shall be governed by the laws of the Federal Republic of Germany. If you are a consumer, the choice of law shall apply, but only to the extent that the protection afforded by mandatory provisions of the law of the country in which you have your habitual residence is not withdrawn. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict of laws shall not apply.

11.2. Venue and jurisdiction. If you are an entrepreneur, the exclusive place of jurisdiction for all disputes arising from this contract is Berlin. The same shall apply if you do not have a general place of jurisdiction in Germany or if your place of residence or habitual abode is unknown at the time the action is brought. If you are a consumer with residence or habitual abode in a Member State of the European Union, in this case an action shall be brought before the competent court of the Member State of residence.

11.3. Referring to persons. Whenever the context requires, the masculine grammatical gender shall include the feminine grammatical gender and other gender identities.

11.4. Languages. German, English, French, Spanish and Japanese versions of these GTC are available.

11.5. Place of performance for entrepreneurs: If you are an entrepreneur, the place of performance is Voerde, Germany, unless otherwise agreed.

12.1. Consumer Dispute Resolution. Ableton does not participate in a dispute resolution procedure before a consumer arbitration board.

12.2. Online dispute resolution. The EU Commission provides an internet platform for out-of-court online dispute resolution ("OS Platform"). The OS platform can be accessed via the following link: http://ec.europa.eu/consumers/odr.