Terms and Conditions of Sale - Syncro Soft SRL

This Agreement describes the terms and conditions that govern sales between Syncro Soft Ltd, a Romanian corporation (under this Agreement, “Syncro” or "we"), and you, the Customer (under this Agreement, "you" or "your") on orders for software and other products (“Products”) sold by Syncro to you. By accepting delivery of the Products described on your invoice, you agree to be bound by and accept these terms and conditions.

Syncro will not accept any other terms and conditions of sale, unless you and Syncro have executed a separate written Purchase Agreement which specifically modifies, supersedes and/or replaces these terms and conditions. Any additional, different, or conflicting terms proposed by you in any offer, acceptance, or confirmation (including any purchase order or specifications) are hereby rejected, and will not be binding in any way on Syncro. Acceptance of all purchase orders is expressly made conditional upon your agreement, expressed or implied, to the terms and conditions set forth herein without modification or addition.

1. Software license

1.1 All Products are provided to you under license, it is not sold. Besides these terms and conditions of sale, you will also need to agree with the End-User License Agreement (EULA) which is specific to each of the Products and which is incorporated herein by reference. Each EULA is shipped with the Products and is also available as a file downloadable from the related product description page. You can request a copy of the EULA of the product you are interested in from .

1.2 If there is any inconsistency between this Agreement and the applicable end-user license agreement (“EULA”), the EULA will prevail. You agrees to abide by the applicable EULA.

2. Price and payment

2.1 The prices for the Products are as posted at the corresponding product website (store section) in USD and do not include any national, state or local sales, use, value added or other taxes. You shall pay any such taxes, if applicable. Purchases from the European Union ("EU") countries may be subject to the EU value added tax and are responsible for providing a valid VAT ID, if any.

2.2 You bear sole responsibility for any withholding tax liabilities, and no deductions shall be made by You from the amount payable to Syncro under any invoice. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required.

2.3 Syncro reserves the right to periodically update prices for the Products, which cannot be guaranteed for any period of time, except prices that are in a written quote from Syncro which if less than 15 days old shall be honored as stated therein.

2.4 Syncro is not responsible for typographical or similar errors, and reserves the right to cancel orders if there was an error on the product website concerning the pricing or availability of the ordered item at the time Syncro received the order.

3. Payment

3.1 An order must be paid by either:

a) Credit card (online). Online credit card payments are handled by the third party payment providers like Share-it or Avangate. A link to the payment providers secure servers can be found at the order web-pages on the product website. Your credit card details are collected and payments approved by the payment provider. Syncro never sees or records your credit card details.

b) Bank wire transfer - prepayment (all bank processing costs to be paid by the you).

3.2 Unless provided otherwise in writing, standard payment terms are Net 30 days.

3.3 Syncro reserves the right to charge you a late payment fee of 1.5% per month, or the maximum rate allowed by law, whichever is less, for all undisputed overdue amounts. Late payment fee for overdue amounts will continue to accrue and be billed to you every 15 days until the overdue amounts have been paid in full.

3.4 Standard terms may be revoked at the discretion of Syncro Soft (for example, when there was a history of late payment).

3.5 We will send all invoices by e-mail only, unless you provide us with a fax number at the time of order. Invoices are usually sent out within 1-2 business days after placing the order.

4. Refund policy

4.1 We provide free trial periods (fully-functional) to let you fully evaluate our products before you make a purchase decision. We strongly recommend that all customers download, install, and test the trial version of any product prior to making a purchase. If you purchase one of our products, after your payment has cleared you will receive an email with the license key for the software. Once this information is emailed to you, no refunds will be given. In rare instances and only within 30 days of purchase, if due to technical difficulties or platform incompatibilities the Product will not function, we may, at our discretion, issue a refund.

4.2 Full terms and conditions are listed on Refund Policy statement that is an integral part of these Terms and Conditions of Sale.

4.3 By placing an order for any of our Products, you indicate that you have read this refund policy and that you agree with and fully accept the terms of this refund policy.

5. Purchase Orders

5.1 Syncro Soft accepts purchase orders (POs) from established companies, educational institutions, and government entities. By submitting a purchase order to us you agree to all of the following terms:

a) The acceptance of any purchase order placed by you is expressly made conditioned on your assent to the terms set forth herein, and not those set by you within the purchase order.

b) The minimum amount for which we can accept purchase orders is US $2000 (two thousand dollars).

c) Payment terms are Net 30 days. We do not accept POs with terms longer than this. If payment is not received within 45 days, your license to use our software will be canceled.

d) Unless otherwise agreed, we will not accept purchase orders from software resellers, or where the software is purchased for a third party.

e) We are unable to accept purchase orders from private customers.

f) The PO should indicate you are requesting electronic delivery (so your accounting department doesn't hold up payment waiting for delivery of a product you received via download).

5.2 POs should be printed directly from your accounting system on your company letterhead. We cannot process your PO unless you provide all of the information requested below:

a) The product name.

b) The number of units you wish to order.

c) The name and e-mail of the person to whom the product should be licensed.

d) Your company's billing address.

e) Your company's VAT ID (European Union state members only) .

f) Contact name, phone number and fax number.

g) The e-mail address for the order confirmation and invoice.

5.3 Our contact and billing information is as follows: SyncRO Soft SRL, str. Remus, nr. 5A, Craiova 200082, Romania.

5.4 We must receive an actual copy of your purchase order by either fax (+40-251-461482), or email (as a pdf) at:

5.5 Payment Methods. For POs we accept payment via Bank (Wire) Transfer. Syncro’s Bank details are included in the invoice.The full amount should be remitted to our bank. All bank transfer fees are the sole responsibility of your company.

6. Delivery

6.1 Our Products are available via electronic download only. We do not offer our Products on CD or any other media.

6.2 The license key along with the activation instructions are sent by e-mail to the address mentioned by You within 24-48 hours after the actual purchase takes place, usually less that four hours. You shall be responsible for ensuring the email address provided is correct and that the spam filtering settings on your email account do not exclude or reject our registration key emails. Syncro is not responsible for lost, delayed, or misdirected email, delays for downloading, or other communication system delays.

7. Warranties and Liability

7.1 To the extent permitted by law, the total liability of Syncro in all circumstances is limited to the price paid by you for the relevant product. A more detailed description of the limitation of warranty and the limitation of liability of the Products is given in the EULA of each product.

8. Coupons

8.1 If You have received a coupon from Syncro and use it to obtain a discount, the following terms shall apply: a) coupons may only be used for sales conducted via our online shop; b) there is a limit of one coupon per order; c) a coupon cannot be used in conjunction with other discounts (excluding volume discounts) or promotions; d) a coupon cannot be applied to past purchases; e) a coupon has no cash value; f) coupons may not be combined; and g) Syncro reserves the right to cancel coupon promotions at any time.

9. Force Majeure – Acts of God

9.1 Syncro will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control including, but not limited to acts of God or conflicts of any kind (state of war, strike, lock out, unlawful occupation of premises, etc.) Syncro's time for delivery or performance will be extended by the period of such delay or Syncro may, at its option, cancel any order or remaining part thereof, without liability by giving notice to You.

10. Export Control

10.1 Syncro is committed to compliance with all U.S. Export Regulations and Laws. Syncro will not sell or deliver to countries embargoed by the U.S. Treasury Office of Foreign Asset Control (OFAC). Syncro will not sell or deliver to individuals or organizations identified by the U.S. Treasury as Specially Designated Nationals and Blocked Persons. Syncro will not sell or deliver products prohibited under Export Administration Regulations to individuals or organizations identified by the U.S. Department of Commerce, Bureau of Industry and Security (BIS).

10.2 Syncro prohibits the re-export of its products to any individual, organization or country prohibited by the OFAC or BIS. You further acknowledge that you shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited.

11. Applicable Law - Jurisdiction

11.1 Any dispute between Syncro and You arising from the present contract and its execution, shall be governed by Romanian law in general and by the present general sales conditions in particular. The United Nations Convention on Contracts for the International Sale of Goods (1980) is hereby excluded in its entirely from application to this Agreement.

11.2 Any legal action or proceeding related to this agreement shall be instituted solely in a court in Romania.

12. Severability

12. 1 If any part of these Terms and Conditions of Sale is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

13. Order Cancellation

13.1 Cancellation requests can be honored until the moment the delivery of the license key. You must email our Sale Department at or call us to cancel an order. If the license key has not already sent, we will cancel your order.

14. Indemnification

14.1 You agree to defend, indemnify and hold harmless Syncro, and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of your use of the Products. Syncro reserves the right, at its own expense and in its sole discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In that event, and only in such event, shall you have no further obligation to provide indemnification for Syncro in that matter.

15 General

15.1 These terms and conditions, as published on Syncro Soft' Web site located at www.oxygenxml.com at the time of sale, are the official terms and conditions of sale between Syncro and you. Syncro shall be entitled to alter these Terms and Conditions at any time without notice but this right shall not affect the existing Terms and Conditions accepted by you upon making a purchase.