General Terms and Conditions of Purchase

SimFlow Software General Terms and Conditions of Purchase (GTCP).

  1. General Provisions and Definitions 1.1. This document (“GTCP”) sets forth the general rules for entering into SimFlow Software (“Software”) License Agreements (“EULA”). In case any provision of this document is or becomes incompatible with the EULA, the stipulations of the EULA shall take precedence. 1.2. This document specifies only the conditions of purchase. For terms of use of the Software, please refer to the EULA. 1.3. Definitions: “SimFlow Software General Terms and Conditions of Purchase” or “GTCP” – this document; “SIMFLOW”, “We”, or “Vendor” – SIMFLOW Technologies Spółka z Ograniczoną Odpowiedzialnością, registered in the National Court Register under registration number 0000435352, with registered address: Nowogrodzka 31, 00-511 Warszawa, Poland; “Software” – SimFlow CFD Software, developed by SIMFLOW Technologies; “EULA” or “License Agreement” – SimFlow CFD Software End User License Agreement, available at sim-flow.com/user-license-agreement “Customer” – any business entity that purchases or intends to purchase a license to use the Software; “General terms” or “general conditions” – any standardized contract template used by a Customer, usually governing the purchase of goods or services on their behalf; not to be confused with SimFlow Software General Terms and Conditions of Purchase.

  2. Making an Order 2.1. Orders are typically initiated via e-mail. 2.2. The Customer may request an official quotation from the Vendor. The official quotation specifies, at a minimum, the number of licenses, the type and duration of the license, pricing, and any applicable support, including the scope and hours of support if provided. In certain cases, the quotation may include additional information relevant to the purchase. 2.3. To place an order, the Customer must issue a Purchase Order referencing the official quotation and providing its internal Purchase Order number. By issuing the Purchase Order, the Customer confirms acceptance of all terms and conditions set forth in the official quotation, as well as the EULA. 2.4. The order will be processed upon acceptance by the Vendor. Once confirmed, both Parties enter into a binding legal agreement.

  3. Delivery 3.1. SIMFLOW does not distribute physical copies of the Software. The Software is available for download from our website in Evaluation Mode. 3.2. Upon acceptance of the order, the Vendor will send the license key(s) via e-mail, corresponding to the number of licenses purchased. 3.3. The Customer must provide the Vendor with the information required to issue the license for a specific computer. Instructions on how to provide this information will be supplied to the Customer along with the order acceptance or, if necessary, may be communicated separately directly with the end user. 3.4. The standard delivery time for license keys is seven (7) working days from order acceptance, provided that the Vendor has received the information specified in clause 3.3. The Customer must also specify the e-mail address to which the license key(s) should be sent, either in the Purchase Order or in a separate communication.

  4. License Ownership 4.1. The purchase of a Software license does not result in any transfer of intellectual property rights. Any reference to the purchase of a “copy” of the Software is purely colloquial and shall not be construed as conferring ownership of the Software itself. 4.2. Under the EULA, the Customer is granted a limited, non-exclusive right to use the Software strictly within the scope of the license and in accordance with the EULA and applicable law. 4.3. Unless expressly provided otherwise, the Customer does not acquire any rights in or to the Software other than those explicitly granted under the license, including but not limited to intellectual property rights, source code, or documentation.

  5. Payment Terms 5.1. The Customer shall pay the invoiced fees within thirty (30) calendar days from the invoice date, unless otherwise agreed in writing between the Parties. 5.2. In the event of late payment, the Vendor shall be entitled to charge statutory interest for delay in accordance with applicable law, without prejudice to any other rights or remedies available to the Vendor.

  6. Personal Data Protection 6.1. SIMFLOW Technologies declares full compliance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR - General Data Protection Regulation), as well as with the Polish Act of 10 May 2018 on the protection of personal data and any other applicable data protection laws.

  7. Conflict of Terms 7.1. In the event of any conflict between the Customer’s contractual templates (terms, conditions, etc.) and these GTCP or the EULA, the provisions of the GTCP and the EULA shall prevail. 7.2. Any provisions of the Customer’s general terms that conflict with these GTCP or the EULA including, but not limited to, those relating to ownership, warranties, liability, delivery, or personal data protection shall not apply.

  8. Final Provisions 8.1. These GTCP shall be governed exclusively by the applicable laws of Poland and the European Union. 8.2. Any disputes arising under or in connection with these GTCP shall be submitted to the exclusive jurisdiction of the competent courts in Warsaw, Poland, notwithstanding any protective provisions of law. 8.3. If any provision of these GTCP is or becomes invalid or unenforceable, the remaining provisions shall continue in full force and effect.