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 sells software to its customers.
   
   
3. The contractual relationship between usedSoft and the customer 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 customer will not become part of the contract, even when usedSoft does not expressly disagree. Unreserved acceptance of an order placed by the customer is not an acknowledgement of the conditions of the customer.
   
   
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 customer.

§ 2 Service Content, Contract Conclusion, Written Form

1. usedSoft distributes software licence rights. Service content is, therefore, the transfer of user rights to software programmes. The scope of these user rights is defined by compulsory provisions of copyright laws, as well as the legally binding licence conditions of the owner of these copyrights. The user rights will be transferred for a specific version of a given programme.
   
   
2. All order forms signed by the customer are considered to be offers from the customer, unless in an individual case the immediate activation of a contract is agreed and affirmed by the signature of both parties. usedSoft may accept such an offer within four (4) weeks.
   
   
3. The service content to be delivered is derived exclusively from the written order confirmation, signed contract or invoice from usedSoft.

§ 3 Terms of Payment

1. The prices specified in the order confirmation of usedSoft are decisive. These prices do not include any currently applicable value-added tax or sales tax.
   
   
2. Invoices of usedSoft have to be paid forthwith without any discount.
   
   
3. The customer is entitled to set off a claim against that of usedSoft, provided the claim is not contested by usedSoft or is determined by final judgment.

§ 4 Terms of Delivery

1. Delivery and service deadlines are to be derived from the order confirmation of usedSoft or the contract. Unless otherwise agreed, all specified deadlines are approximate.
   
   
2. All service obligations of usedSoft are subject to their timely supply. usedSoft is not be held accountable for untimely supply or other obstacles for which it is not responsible and is entitled to postpone the transfer of user rights for a reasonable period of time.

§ 5 Failure to Provide Services; System Responsibility

1. usedSoft operates solely the trading of licence rights. Other services, installation support and all other similar services are not offered and will not be delivered.
   
   
2. The customer alone is responsible for the operational ability of the programmes, for which usedSoft has provided the licence rights, as well for any questions or matters arising in conjunction with these programmes.

§ 6 Warranties, Liabilities, Legal Rights

1. usedSoft is not to be held accountable for any damage caused by ordinary negligence. This regulation does not apply to injuries to life, body or health.

§ 7 Jurisdiction

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

§ 8 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.