Terms and Conditions - Ofform3D Shop
(hereinafter as the “Terms”)
These Terms and Conditions set out rules for using the Ofform3D Shop website and stipulate mutual rights and obligations between you, as a buyer, and company OFFORM3D, s.r.o., as a seller.
„Website“ means a website available at www.offormshop.com which includes our Ofform3D Shop.
„Seller“ or „OFFORM3D“ means a Czech limited liability company OFFORM3D, s.r.o., ID No. 09514597, residing at Opatovická 1659/4, Nové Město, 110 00 Praha 1, Czech Republic. OFFORM3D operates the Website.
„Buyer“ means any legal or natural person, who enters into a Purchase Agreement as an enterpreneur by purchasing any of the Products offered by Seller through the Website.
„Contracting Parties“ means Buyer and Seller collectivelly, as parties to the Purchase Agreement
„Product“ means any digital product offered by OFFORM3D through the Website. Products include, but are not limited to, digital designs of clothing, footwear and fashion accessories.
„Legal Regulations“ means legal regulations concerning the purchase of the Product, especially the Czech Act No. 89/2012 Coll., Civil Code.
„Purchase Agreement“ is a contract for purchase of a particular Product and provision of respective license to the Product, concluded between the Buyer and OFFORM3D through Website’s interface. Rights and obligations constituting the Purchase Agreement are stipulated in these Terms.
By accessing and using our Website you agree to the bound by the following obligations and limitations:
All contents of the Website, logos, trademarks (including OFFORM3D® and others), images, texts and every part of the Website are subject to copyright or intellectual property rights of OFFORM3D, s.r.o. and may not be copied, distributed without the express written permission of OFFORM3D, s.r.o. All rights to OFFORM3D logos and Website content are reserved.
Upon unconditional acceptance of all the conditions specified in this Terms, you are allowed to access and browse the Website for the purpose of concluding the Purchase Agreement. You agree not to reproduce, copy, modify, exploit or breach any part of the Website and its content, without prior written permission of OFFORM3D.
The Buyer hereby acknowledges that Products and their properties are digital by their nature and that Products are not actual clothing, footwear or accessory. The Products include digital designs only, consisting of a set of data in as a specific file (DXF, ZPRJ, PDF/PLT[DC1] or similar file format) intended for printing by the Buyer or on behalf of the Buyer, or tailoring final products (garments, footwear, accessories) based on the Product.
Where these Terms or Purchase Agreement refer to the Product and its purchase, the Contracting Parties understand a digital copy of such Product and provision of a license to use the digital copy of the Product within the scope stipulated herein.
The Product is specified by a written description and visual interpretation of the design on the Website. All images of the Product are for illustration purpose only and do not represent the actual result or outcome of the items produced or tailored on the basis of the Product.
The Seller possesses all rights, title and interest in the Products and its designs, as well as all intellectual property rights related therein. The Seller declares it has the authors' consents related to the Products and to the granting of a license for its use to third parties, including the Buyer. The Seller does not transfer any title or rights and other intellectual property rights to the Product and its underlying design to the Buyer, unless expressly stipulated in these Terms.
Effective from the Delivery until the termination of the Purchase Agreement, the Seller grants the Buyer a non-exclusive and non-transferable territorially unlimited license for the use of the Product by the Buyer in accordance with the purpose of the Product, which allows the Buyer to modify the Product, create derivative works of the Product, print and/or tailor final products (garments, footwear, accessories) based on the Product (hereinafter as the “License”). The License is granted for the duration of the Purchase Agreement, unless terminated on the grounds specified in these Terms.
The Buyer is not entitled to grant a sublicense to the Product to any third parties, remove any trademarks, or resell the Product to third parties, without the Sellers prior written approval. The Buyer acknowledges that the Product is digitally protected to prevent unauthorized disclosure to third parties and linked to individual Buyers after purchase.
In the event of a breach of the Buyer’s obligations not to provide a sublicense to the Product to any third party, the Buyer shall pay the Seller liquidated damages in the sum of EUR 500, and that repeatedly, for each individual breach of such obligation. The negotiation and payment of liquidated damages is without prejudice to the Seller's claim for damages caused by breach of the obligation, even where the amount exceeds the contractual penalty. The obligation to pay liquidated damages may arise repeatedly; its total amount is not limited.[DC2]
The Seller displays an illustrative list of current Products on the Website. Buyers may place a purchase order for the digital copy of the Product (“Purchase Order“) by which they indicate their offer to conclude the Purchase Agreement as an enterpreneur. By submitting the Purchase Order, the Buyer represents and declares that the Buyer acts on his own account and responsibility, independently carries out a gainful activity in the form of a trade or in a similar manner with the intention to do so consistently for profit, i.e. not a consumer.
Please note that the Purchase Agreement is intended to be a B2B (business-to-business) contract only. In case the Buyer is not a commercial entity or enterpreneur, but a consumer as defined in Legal Regulations, the Buyer shall immediately cease Purchase Agreement negotiations by informing the Seller of the circumstances and shall not submit any Purchase Order through the Website.
The Purchase Order constitutes an offer to conclude the Purchase Agreement for the specific Product as stipulated in these Terms.
Provided that the Buyer pays the purchase price for the Product displayed on the Website, including any applicable tax and charges (“Purchase Price“) and the Seller accepts [DC3] the Purchase Order by confirming the Purchase Order, the Purchase Agreement is concluded.
Under the Purchase Agreement, the Buyer is obliged to pay the Purchase price to the Seller. Upon receiving the Purchase Price, the Seller is obliged to deliver a digital copy of the Product to the Buyer and provide a respective License to use the Product as described herein.
The Seller will deliver the purchased Product via remote data storage accessible to the Buyer within a limited period of time, which shall not exceed 3 days after the Purchase Agreement is concluded, by providing login credentials (password) to the Buyer (“Delivery“). Login credentials for the Delivery will be sent to the e-mail address specified by the Buyer. The Buyer acknowledges that the Product will be available for download for a limited period for Delivery.
The Product is deemed to be Delivered upon earlier of the following:
a) the Buyer downloaded the Product from the data storage using the provided credentials, or
b) the limited period for Product download expired. For avoidance of doubts, the Buyer is not entitled to Purchase Price refund in case the time period for Delivery expired without actually downloading the Product, if the Product was made available for download by the Seller.
Except for any duty to provide compensation for harm caused to the natural rights of an individual, or caused intentionally or due to gross negligence of the Seller, the Contracting parties exclude liability of the Seller for any damage caused by the Product or its use by the Buyer.
The Buyer shall bear the cost of transmission of data necessary for accessing and using the Website, including costs of transaction and payments, and any costs for accessing the Product delivered by the Seller to the data storage specified in the Purchase Agreement. OFFORM3D does not assume the responsibility for the amount of fees charged by operators when accessing the Website or providing online payments by the Buyer’s bank.
The Contracting Parties agree that the Purchase Agreement may be terminated or withdrawn from only under the following conditions:
The Seller is entitled to terminate an individual Purchase Agreement with immediate effect, if the Buyer breaches his obligations, especially for breach of license conditions, as specified in the Purchase Agreement. In case of termination of Purchase Agreement by the Seller, the Buyer is not entitled to any Purchase Price refund.
The Buyer is entitled to withdraw from the Purchase Agreement if the Seller breaches his obligations to deliver the Product and fails to remedy such breach within the period of 7 days from receiving a written notice from the Buyer.
By visiting our Website and/or submitting a Purchase Order (as applicable) you represent that you are at the age of majority and eligible to accept the Terms and/or conclude the Purchase Agreement either by yourself, or on behalf of the Company you represent.
The Contracting Parties expressly exclude the application of any of the terms and conditions of the Buyer, regardless of inclusion or reference to such terms or conditions in the Purchase Order or communication of the Contracting Parties. Provisions of United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
Unless these Terms stipulate otherwise, any material changes to the Terms or the Purchase Agreement are only possible in the form of a written and numbered amendment to the Purchase Agreement signed by both contracting parties. OFFORM3D reserves the right to update or unilaterally change these Terms by updating the Website, when and if necessary, without prior notification.
In the case that any provision of these Terms or Purchase Agreement becomes invalid or ineffective, such a fact shall not prejudice the validity or effectiveness of the remaining provisions of these Terms or Purchase Agreement. Such an invalid or ineffective provision shall be replaced with a provision, the purpose of which shall correspond to the purpose of the invalid or ineffective provision and these entire Terms or Purchase Agreement as much as possible.
Nothing in these Terms or Purchase Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Contracting Parties, appoint either party as the agent of the other party, nor authorise either party to make or enter into any commitments for or on behalf of the other party.
The relations between the Contracting Parties are governed by the laws of the Czech Republic. Any dispute between the Contracting Parties concerning the use of the Website or Product shall be decided by the courts of the Czech Republic having jurisdiction in the circuit where the Seller has its registered office.
These Terms come into effect on 25 November 2019 and its provisions are available on the Website or under the following link.