Preamble

1. „usedSoft“ in the following general terms and conditions means all companies of the usedSoft-AG-Group. These are usedSoft AG, CH-Zug, usedSoft Schweiz AG, CH-Zug, usedSoft Österreich GmbH, A-Vienna and usedSoft, D-Munich.
   
   
2. The following general terms and conditions apply when usedSoft purchases software from the supplier.
   
   
3. The contractual relationship between usedSoft and the supplier is governed by German law, to the exclusion of international sales law (CISG).

§ 1 Scope

1. The following general terms and conditions apply exclusively; changes or additional conditions of the supplier will not become part of the contract, even when usedSoft does not expressly disagree. Unreserved acceptance of an order confirmation or a delivery made by the supplier is not an acknowledgement of the conditions of the supplier.
   
   
2. These general terms and conditions apply to companies, juristic persons governed by public law and public corporations as defined by § 310 para. 1 of the German Civil Code (hereinafter “BGB“).
   
   
3. These general terms and conditions also apply to all future contracts between usedSoft and the supplier.

§ 2 Terms of Delivery

1. usedSoft is entitled to use and resell the delivered software. A reservation of ownership of the supplier does not exist.
   
   
2. Every delivery of software is based on the corresponding order by usedSoft and the date of delivery specified therein which is binding. In case of any delay the supplier is obliged to inform usedSoft forthwith.
   
   
3. usedSoft is entitled to refuse any delivery of software which is not delivered on the date of delivery specified in the order.
   
   
4. The supplier guarantees that the software complies with corresponding regulations and the state of technology. Furthermore the supplier guarantees that the software is free from opposing rights of third parties.

§ 3 Terms of Payment

1. The prices specified in the order of usedSoft are decisive.
   
   
2. The supplier has to draw up the account forthwith after the dispatch of the software. The invoice has to contain the order and material number of usedSoft. The invoice must also separately disclose the value-added tax.
   
   
3. usedsoft is allowed to pay any invoices of the supplier within 14 days of their receipt with a discount of 3%, otherwise within 30 days of invoice receipt net.
   
   
4. usedSoft is entitled to set off claims against that of the supplier, even if claims are contested by the supplier or not determined by final judgment.

§ 4 Warranty, Liabilities, Legal Rights

1. The legal regulations will apply to warranty and liabilities.

§ 5 Jurisdiction

1. The jurisdiction for all disputes arising from a business relationship between usedSoft and the supplier is Munich, Germany, or the court at the registered office of the supplier, at the discretion of usedSoft.

§ 6 Miscellaneous

1. All other conditions, such as changes or additions to the conditions, are not applicable unless signed in written form by both parties. This also applies to the revocation of the required written form itself.
   
   
2. If any provisions of the contract are or become invalid or unenforceable after conclusion of contract, the contract itself will remain unaffected. Invalid or unenforceable provisions will be replaced by valid and enforceable provisions which come as close as possible to the economic purpose that the parties intended to achieve through the invalid or unenforceable provisions. This regulation also applies in case of any gaps in the contract.