General purchasing conditions of MRM Distribution GmbH & Co. KG

Status: March 2023

1. Scope

For all current and future business relationships in relation to the purchase of software licenses by us, MRM Distribution GmbH & Co. KG, by you as our customer (hereinafter “you” or “customer”), these General Terms and Conditions of Purchase (AAB) apply. Our offer is aimed exclusively at commercial or self-employed customers and therefore entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).

If the entrepreneur uses conflicting or supplementary general terms and conditions, their validity is hereby contradicted; They only become part of the contract if we have expressly agreed to this.

2. Contractual partner

The purchase contract is concluded with:

MRM Distribution GmbH & Co. KG
Carl-von-Linde-Strasse 38
85716 Unterschleissheim

Registration court: Munich District Court, registration number: HRA 112253

represented by the personally liable partner, MRM Distribution Verwaltungs GmbH, represented by the managing director Christian Bedel, Carl-von-Linde-Strasse 38, 85716 Unterschleißheim,

Registration court: Munich District Court, registration number: HRB 256880.

3. Conclusion of Contract

If we purchase software from you, the contract will be concluded on the basis of our offer in text form, which conclusively sets out all essential contractual provisions - unless otherwise stated. You can accept this offer in its unchanged version without any form within the specified offer period. If no offer deadline is specified, a deadline of 7 days applies for acceptance. Any late acceptance, changes, additions or deletions to our offer by you constitute a new offer, the acceptance of which we refuse to accept, unless this is expressly made in writing and by us. Otherwise, we may make a new offer, which you can accept in a timely manner without any formalities.

4. Submission of documents; Assurance

In the case of so-called used software, we only purchase software that is unconditionally your property and whose software copy has exhausted the manufacturer's distribution rights within the meaning of Section 69c No. 3 UrhG (so-called exhaustion) because it is software which came into circulation for the first time in the EEA with the consent of the manufacturer, a fee was paid in return for the software copy (software license), the right associated with the purchased software was granted permanently (unlimited), with the purchase of the first purchaser too was entitled to make updates or additions to the products, etc. to use and the first and any intermediate purchasers have made their software copies unusable without exception and have stopped using them.

As a seller, you guarantee us the right to use the software as intended due to the existence of the (cumulative) conditions for exhaustion, so that the right of use can be proven to the manufacturer, and provide us with all contract-related documents (software license agreement, license conditions, etc.). available without us having to check it. Furthermore, you immediately create administrator access to your Microsoft VLSC for the MRM distribution. The following documents and information must be enclosed: License agreements, MLS (Microsoft Licensing Statement), proof of purchase (invoices, CPS = Customer Price Sheet) as well as extracts from the VLSC showing the licensee, the license agreements and the products as well as product keys (MAK and KMS) for the products to be sold including the downgrade keys for the two previous versions, each with activation capacities corresponding to the volume sold, as well as ISO files.

In the event that the delivered KMS/MAK activations of the licenses purchased from MRM Distribution have been used up, you as the seller are obliged at all times to immediately have the activations of the affected licenses updated by Microsoft or to request new MAK/KMS keys and send them to MRM as soon as you are contacted by MRM Distribution.

You also provide a written, comprehensive declaration in accordance with our specifications regarding the existence of these requirements, in particular regarding the rendering of the goods unusable, upon delivery of the goods. At our discretion, the declaration may be requested in advance for review by a qualified auditor or similar.

The aforementioned documents, information and explanations must be verifiably received by us no later than 3 working days after acceptance of our offer.

Our offer and the contract concluded on the basis of it are conditioned upon the timely submission of all of the aforementioned documents and declarations.

5. Contract language, treaty text storage

The language available for the contract is German.

You can view and download the General Terms and Conditions at any time on our website.

6. Delivery terms

Delivery is made by sending the documents in accordance with Section 4 of these General Terms and Conditions within the period of 3 working days stated there and finally a proper invoice in accordance with Section 7 together with any delivery note.

7. Prices and payment

Unless otherwise stated, all prices are plus the statutory sales tax (VAT), which is currently 19%. Unless otherwise stated in the offer, payment will be made by us within 30 days, starting from the month following the receipt of a corresponding proper invoice and after you have fulfilled your obligations under Section 4 in a timely manner, regardless of any different provisions in your invoice .

8. Warranty

The statutory defect rights apply. If, after conclusion of the contract, factually justifiable doubts arise about the legality or effectiveness of the purchase of the software licenses or their existence on our part, or if such doubts are cited by the respective manufacturer and these are not immediately dispelled by you in an objectively comprehensible manner, or if your explanations are not truthful, We are entitled to withdraw from the contract without having to set a deadline. In this case, a claim for compensation on your part is excluded. Unless we can prove that there has been no breach of duty in accordance with Section 10 of these General Terms and Conditions, other claims for compensation are also excluded.

9. Exemption

The customer fully releases us from all claims of the licensor and our other customers (other purchasers of the contractual software) of the contractual software and the associated contractual licenses that concern the legality of the acquisition process as such. This also includes claims due to any further use of the purchased item by the customer or other claims with regard to rights of use of other software licenses remaining with the customer.

10. Liability

For claims based on damage caused by us, our legal representatives or vicarious agents, we are liable without limitation in the event of injury to life, body or health, in the event of intentional or grossly negligent breach of duty, in the event of any guarantee promise, in the event of fraudulent intent or in the event of a legally mandatory strict liability (e.g. from the Product Liability Act).

In the event of a breach of essential contractual obligations, the fulfillment of which enables the proper execution of the contract in the first place and on whose compliance the contractual partner can regularly rely, (so-called cardinal obligations) due to slight negligence on the part of us, our legal representatives or vicarious agents, the liability is limited to the amount The conclusion of the contract limits the foreseeable damage that must typically be expected. Otherwise, claims for damages and/or reimbursement of expenses are excluded.

11. Retention Rights

You are only authorized to exercise a right of retention to the extent that your counterclaim is based on the same contractual relationship.

12. Final Provisions

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

The place of performance and exclusive place of jurisdiction for all disputes arising from contractual relationships between us and you is our place of business. Additions and changes to these AAB must be made in writing to be effective. With the exception of managing directors or authorized representatives, the seller's employees are not entitled to make oral agreements that deviate from these AAB or written agreements.