GTC

1. scope of application

• • These General Terms and Conditions (GTC) apply to all contracts, deliveries and services of Simuneer GmbH & Co. KG, Türkeistraße 11, 90518 Altdorf b. Nürnberg (hereinafter “SIMUNEER“), vis-à-vis entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law or special funds under public law.
  • Deviating or conflicting terms and conditions of the customer shall not apply unless Simuneer has expressly agreed to their validity in writing.

2. subject matter of the contract

• • In particular, Simuneer provides services in the field of numerical simulation methods, especially in the areas of fluid dynamics and acoustic simulations as well as structural mechanics, including associated engineering and consulting services, Simulation as a Service and training. Simuneer also distributes software products as an authorized sales partner, in particular of Cadence Design Systems, Inc. (hereinafter “Cadence“). The license conditions of the respective manufacturer apply exclusively to the software sold.
  • The specific scope of services is determined exclusively by the respective offer, the order confirmation or a separate contract.

3. conclusion of contract

Offers from Simuneer are subject to change and non-binding. A contract shall only come into effect upon written order confirmation or upon commencement of the provision of services.

4. differentiation between software sales and third-party software

Simuneer acts as a reseller of Cadence software licenses as part of its business activities.

Subject to the conclusion of corresponding contractual agreements with Cadence or with sales partners authorized by Cadence, Simuneer is entitled to sell software licenses and any associated maintenance, support or other rights of use to end customers. Simuneer acts exclusively as a sales partner or license reseller and not as the developer or manufacturer of the software products concerned. All rights to the software, including all intellectual property rights, remain with Cadence or the respective rights holders. Sales of the licenses are made exclusively within the framework of the applicable license conditions, End User License Agreements (EULA) and other contractual conditions of Cadence or the respective authorized distribution structure.

5. engineering, simulation and consulting services (service contract)

• • Unless expressly agreed otherwise in writing, Simuneer shall provide all engineering, simulation, analysis and consulting services exclusively as a service contract within the meaning of §§ 611 et seq. BGB (GERMAN CIVIL CODE).
  • The creation of reports, simulation results, calculations, evaluations or presentations does not constitute a contractual service. Acceptance is excluded.

6. basics and limits of simulations

• • Simulations and calculations are based on simplified models, idealized assumptions, numerical approximation methods and the data provided by the customer. Deviations between simulation results and real measurement results are possible due to the system and do not constitute a defect.
  • The use of the results generated by Simuneer is exclusively at the customer’s own risk.

7 Simulation as a Service

• • Order and project calculations serve exclusively to provide technical support to the customer. They do not replace our own tests or validations, approvals or certifications by the customer or third parties.
  • Simuneer is not liable for decisions made by authorities, certification bodies or other third parties based on the calculation results.

8 Obligation to cooperate and customer data

• • The customer is obliged to provide all information, data, CAD models and documents required for the provision of the service completely, correctly and in good time.
  • Simuneer accepts no liability for damages or incorrect results based on incorrect, incomplete or unsuitable data provided by the customer.

9. rights of use

• • All documents, reports, models, simulations and results produced by Simuneer are subject to copyright.
  • The customer shall receive a simple, non-transferable and non-sublicensable right of use exclusively for its own internal purposes. Any transfer to third parties requires the prior written consent of Simuneer.

10. trainings

Training courses and workshops are designed to impart knowledge. Simuneer does not owe any specific learning, examination or application success.

11. remuneration and terms of payment

• • The remuneration is based on the respective offer. Invoices are due for payment without deduction within 14 days of invoicing.
  • Simuneer shall be entitled to suspend services in the event of default of payment.

12. liability

• • Simuneer shall be liable without limitation in the event of intent, gross negligence, injury to life, limb or health and in accordance with the Product Liability Act.
  • In the event of simple negligence, Simuneer shall only be liable in the event of a breach of material contractual obligations (cardinal obligations) and limited to the foreseeable damage typical of the contract.
  • The amount of liability for all claims arising from or in connection with the respective contract shall be limited to a maximum of twice the order value, but no more than €50,000.
  • Liability for loss of profit, loss of production, indirect damage or consequential damage is excluded to the extent permitted by law.
  • Liability in favor of third parties is excluded.

13. force majeure

Simuneer shall not be liable for delays or service disruptions due to force majeure. This includes in particular natural events, official measures, failures of energy or communication networks, disruptions of data centers, failures of third-party software or license servers as well as other unforeseeable events beyond the control of Simuneer.

14 Export control,trade compliance and sanctions

• • The customer undertakes to comply with all applicable national, European and international regulations of foreign trade, export control, customs and sanctions law. This includes in particular, but is not limited to, regulations of the European Union, the Federal Republic of Germany and – where applicable – the United States of America.
  • The customer warrants that it, its affiliated companies, end customers and other beneficial owners are not listed on any national or international sanctions or embargo lists and that the services rendered, software products delivered or results achieved by Simuneer are neither directly nor indirectly subject to any sanctions or embargoes:

• for sanctioned countries or Authenticity,
• other prohibited purposes,
• or in any other way in violation of applicable export or sanctions law

be used. Should the customer intend to use the services rendered, software products supplied or results achieved by Simuneer directly or indirectly for military or nuclear purposes, he shall inform Simuneer of this at the latest upon conclusion of the respective contract.

• The customer shall be obliged to provide Simuneer with all information on the end use, the end user and the country of use required for the examination under export and sanction law completely, correctly and without delay.
• Simuneer shall be entitled to suspend or refuse services or to extraordinarily terminate contracts already concluded if there are actual indications of a breach of export, foreign trade or sanction regulations or if such a breach is imminent. In this case, the customer shall have no further claims.
• The customer shall indemnify Simuneer against all damages, claims, fines, costs and expenses incurred by SIMUNEER as a result of a breach of export, foreign trade or sanction regulations for which the customer is responsible.

15 Choice of law and place of jurisdiction

German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction is Nuremberg, as far as legally permissible.

16. final provisions

• • Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with a valid provision that comes closest to the economic purpose of the invalid provision.
  • An assignment of rights requires the consent of Simuneer.