Terms and Conditions of Purchase | MRM Distribution GmbH & Co. KG
As of March 2023
1. Scope and validity of the Terms and Conditions of Purchase by MRM Distribution GmbH & Co. KG
For all present and future business relations relating to the purchase of software licenses by MRM Distribution GmbH & Co. KG, from a customer (hereinafter referred to as “you” or “customer”), these General Terms and Conditions of Purchase (GTCP) shall apply. Our offer is directed exclusively at commercial or self-employed customers and thus entrepreneurs as set out in § 14 BGB (German Civil Code): An entrepreneur is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his commercial or independent professional activity.
If the entrepreneur uses conflicting or supplementary general terms and conditions, their validity is hereby objected to; they shall only become part of the contract if we have expressly agreed to them.
2. Contractual partner, conclusion of contract
The purchase contract or other contract is to be concluded as per our offers or other contractual documents with:
MRM Distribution GmbH & Co. KG
Registered at Court: Munich Local Court, Registration Number: HRA 112253
represented by the general partner, MRM Distribution Verwaltungs-GmbH, represented by Managing Director Christian Bedel, Carl-von-Linde-Strasse 38, 85716 Unterschleissheim, Germany,
Registered at Court: Munich Local Court, Registration Number: HRB 256880.
3. Conclusion of contract, Purchases by us
If we purchase software from you, the contract shall be concluded based on our offer in text form, which conclusively sets out – unless otherwise stated – all the essential terms of the contract. You may accept this offer in unchanged form within the specified offer period.
If no offer period is specified, a period of 7 days shall apply for acceptance. Late acceptance, amendments, additions, or deletions to our offer by you shall constitute a new offer, acceptance of which we shall reject unless such acceptance is expressly made by us in writing. Otherwise, we may make a new offer, which you may in turn accept without formality and within the time limit.
4. Submission of documents; Assurance
In the case of so-called used software, we exclusively purchase such software which is unconditionally your property and where distribution rights for its software copy by the manufacturer have been exhausted within the meaning of Section 69c No. 3 UrhG (so-called exhaustion), in that the software in question was first marketed in the EEA (European Economic Area) 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 (for an indefinite period), the initial purchaser was also entitled to use updates or additions to the products and similar with the purchase, and the initial and any intermediate purchasers have rendered their software copies unusable without exception and have ceased using them.
You as the seller guarantee us the right to use the software for its intended purpose as a result of the existence of the (cumulative) requirements of exhaustion to such an extent 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.) without us having to check them. In particular, the following documents or information shall be enclosed: License agreements, MLS (Microsoft Licensing Statement), proof of purchase (invoices, CPS = Customer Price Sheet) as well as extracts from the VLSC (Volume Licensing Service Centre) showing the licensee, the license agreements and the products as well as product keys (MAK and KMS) for the products to be sold incl. the downgrade keys for the two previous versions with activation capacities corresponding to the volume sold in each case as well as ISO files.
In case that the delivered KMS/MAK Key activations of the licenses purchased from MRM Distribution are invalid / used up, the seller will be contacted by MRM Distribution about that. After beeing noticed, the seller is obliged to immediately request new MAK/KMS keys from Microsoft for these licenses and send these to MRM Distribution.
You shall also provide a written comprehensive declaration in accordance with our specifications on the existence of these prerequisites, in particular on the rendering of the goods unusable that has taken place, upon delivery of the goods. At our discretion, the submission of the declaration in advance may be requested for verification by a qualified auditor or similar.
The aforementioned documents, information and declarations shall be demonstrably received by us within 3 working days after acceptance of our offer at the latest.
Our offer and the contract concluded on the basis thereof shall become conditional upon the timely submission of all aforementioned documents and declarations.
5. Contractual Language, Contractual Text Storage
The language for the conclusion of the contract is generally in German for the DACH region and in English where required.
You can view the original German version of our General Terms and Conditions and Purchase conditions on our website at any time.
6. Delivery terms and conditions
Delivery shall be made by sending the documents in accordance with section 4 of these terms and conditions herein (this very document) within the period of 3 working days as stated herein and finally a proper invoice in accordance with section 7 as stated herein together with any delivery note.
7. Prices and payment
Unless otherwise indicated, all prices are subject to the statutory value added tax (VAT) at the current rate of 19%. Payment by us shall be made – unless otherwise stated in the offer – within 30 days, starting from the respective following month at the time of receipt of a corresponding proper invoice and after timely fulfilment of your obligations under clause 4 stated herein, by you, irrespective of any deviating stipulations in your invoice.
The statutory rights in respect of defects shall apply. If, after conclusion of the contract, factually justifiable doubts about the legality or validity of the acquisition of the software licenses or their existence arise on our side or if such doubts are raised by the respective manufacturer and these are not immediately and objectively cleared up by you or your declarations have not been made truthfully, we shall be entitled to withdraw from the contract in each case without having to set a deadline. In this case, a claim for compensation on your part is excluded. Insofar as we cannot be proven to have breached our obligations in accordance with and as stated in section 10 herein, other claims for compensation are also excluded.
The customer shall indemnify us in full against all claims of the licensor and our other customers (other purchasers of the contractual software) for the contractual software and the associated contractual licenses which relate to the legality of the purchase transaction as such. This also includes claims based on the possible further use of the object of purchase by the customer or other claims with regards to rights of use of other software licenses remaining with the customer.
For claims based on damage caused by us, our legal representatives, or vicarious agents, we shall be liable without limitation in the event of injury to life, limb, or health, in the event of intentional or grossly negligent breach of duty, in the event of any promise of guarantee, in the event of fraudulent intent or in the event of mandatory statutory liability irrespective of fault (e.g., under the Product Liability Act).
In the event of a breach of essential contractual obligations, the fulfilment of which is a prerequisite for the proper performance of the contract and on the observance of which the contractual partner may regularly rely (so-called cardinal obligations) due to slight negligence on our part, on the part of our legal representatives or vicarious agents, the amount of liability shall be limited to the damage foreseeable at the time of the conclusion of the contract, the occurrence of which must typically be expected. Otherwise, claims for damages and/or reimbursement of expenses are excluded.
11. Rights of retention
You are only entitled to exercise a right of retention insofar as your counterclaim is based on the same contractual relationship.
12. Final provisions
The law of the Federal Republic of Germany shall apply to the exclusion of 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 you and us is our registered office. Supplements and amendments to these AAB must be in writing in order to be effective. With the exception of managing directors or authorised signatories, the seller’s employees are not entitled to make verbal agreements that deviate from these terms and conditions or written agreements.