General Terms and Conditions

§ 1 Scope

(1) These General Terms and Conditions apply to all contracts for the sale of used software licenses between Niebuhr FTS IT GmbH, Georgstraße 38, 30159 Hannover (hereinafter the “Seller”) and the Customer. The contracts are brokered via the website lizenzus.com, which is operated by Dürr Distribution GmbH, Von-Thünen-Straße 10, 59069 Hamm. Dürr Distribution GmbH does not become a party to the contract; it merely acts as an intermediary and owes neither delivery nor warranty.

(2) They apply exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law (hereinafter the “Customer”). No consumer transactions take place; there is no right of withdrawal.

(3) Deviating, conflicting or supplementary terms of the Customer do not become part of the contract unless the Seller expressly agrees to their application in text form. This also applies if the Seller performs the delivery without reservation in knowledge of such terms.

(4) These terms apply in the version valid at the time the contract is concluded also to all future contracts with the same Customer, without the need for renewed incorporation.

§ 2 Entrepreneur Status of the Customer

(1) By submitting the inquiry, the Customer confirms that it concludes the contract in the exercise of its commercial or self-employed professional activity and uses the licenses within its business for profit-making purposes.

(2) The Seller does not sell to consumers. If there are indications that the inquiring party is acting as a consumer, the Seller will decline to conclude the contract.

(3) As proof, the Seller may require the provision of a VAT identification number, an extract from the commercial register or a business registration, and may defer the conclusion of the contract until it is presented.

§ 3 Definitions

(1) “License” means a permanent right of use of a computer program, granted against a one-time payment, which the rights holder has first placed on the market in the European Economic Area.

(2) “Volume license” means a license from a multi-user program of the manufacturer that was issued on the basis of a framework agreement.

(3) “Chain of title” means the unbroken sequence of transfers of a license from its first placing on the market by the rights holder to the Customer.

(4) “Supporting documents” means the documents with which the Seller evidences the chain of title and the discontinuation of use by the respective prior owner.

§ 4 Offer and Conclusion of Contract

(1) The presentation of the licenses on lizenzus.com is not a binding offer but an invitation to the Customer to submit an inquiry. There is no immediate purchase via a shopping cart.

(2) In response to the Customer’s inquiry, the Seller prepares an individual offer in text form. The offer is binding for the period stated in it; if no period is stated, it is seven calendar days from receipt.

(3) The contract is concluded when the Customer accepts the offer in text form within the binding period and the Seller confirms the order in text form. If the Seller does not expressly confirm, the contract is concluded upon provision of the licenses under § 7.

(4) There are no verbal side agreements. Amendments and supplements to the contract require text form.

§ 5 Prices and Payment

(1) All prices are net in euros plus the applicable value added tax.

(2) Payment is made in full in advance, without deduction and before the licenses are provided. Partial payments, installment payments and cash discounts are not granted.

(3) In the case of an intra-Community supply, VAT-exempt invoicing requires that the Customer provides a valid VAT identification number and that the Seller receives confirmation of its validity. Otherwise, VAT will be charged.

(4) Payment is made by bank transfer to the account stated in the invoice. For timely payment, the decisive factor is the credit to the Seller’s account.

(5) If the Customer defaults, §§ 286 and 288 BGB apply. The Seller is entitled to withhold outstanding deliveries until payment is made.

§ 6 Availability and Self-Supply

(1) The availability of used licenses depends on the stock available on the market. The Seller concludes its covering transactions upon the confirmed order.

(2) If the Seller is not supplied, through no fault of its own, despite having concluded a congruent procurement transaction, it is entitled to withdraw from the contract. It will inform the Customer without undue delay and will refund any payment already made without deduction within five business days.

(3) Further claims of the Customer remain unaffected to the extent that the Seller is at fault.

§ 7 Delivery, Provision and Supporting Documents

(1) Delivery is made electronically. The Seller provides the license keys or access data as well as the supporting documents in text form.

(2) The supporting documents generally comprise:

• the proof of the first acquisition from the rights holder or an authorized distribution channel, in redacted form where necessary,
• the transfer declarations of all previous holders,
• the declaration of the immediate prior owner that it has fully discontinued use and rendered existing copies unusable,
• a presentation of the chain of title,
• the confirmation that the licenses were placed on the market in the European Economic Area.

(3) Provision takes place within five business days after receipt of full payment, unless the offer states a different date.

(4) Partial deliveries are permissible to the extent they are reasonable for the Customer and cause no additional costs.

§ 8 Transfer of Rights

(1) The rights of use in the licenses pass to the Customer only upon full payment of the purchase price. Until then, the transfer is subject to the condition precedent of full payment.

(2) Before the transfer of rights, the Customer is not entitled to install, activate or use the software.

§ 9 Chain of Title and Exhaustion

(1) The Seller warrants that the licenses sold were first placed on the market in the European Economic Area with the consent of the rights holder, are granted for an unlimited period, and that a fee corresponding to their economic value was paid for them.

(2) The Seller further warrants that the respective prior owner has fully discontinued its own use and rendered existing copies unusable.

(3) The Seller documents the chain of title and hands over the supporting documents to the Customer in accordance with § 7 para. 2.

(4) The Seller has no influence on how a manufacturer reacts to the use of used licenses in an individual case. The manufacturer’s conduct does not affect the lawfulness of the acquisition or the existence of the rights granted. The Seller owes support in a license audit in accordance with § 12 para. 3.

§ 10 Use by the Customer

(1) The Customer acquires the licenses for its own use in its business.

(2) The splitting of volume licenses and of allotments for multiple activation, as well as their resale as individual activations, is excluded.

(3) If the Customer resells the licenses, it must transfer them in full, discontinue its own use, render existing copies unusable and pass the supporting documents on to the acquirer.

(4) The Customer is responsible for keeping the use of the software in its operations within the scope acquired, in particular with regard to the number of users, devices and processor cores.

(5) The Customer keeps the supporting documents for the duration of use, but for at least ten years, so that it can evidence lawful acquisition in the event of a license audit.

§ 11 Duty to Inspect and to Give Notice of Defects

(1) §§ 377 and 378 of the German Commercial Code (HGB) apply.

(2) The Customer must inspect the delivery without undue delay after provision, in particular as to whether the licenses can be activated and whether the supporting documents are complete.

(3) Obvious defects must be notified in text form without undue delay, and no later than within seven business days after provision.

(4) Defects that were not discoverable upon proper inspection must be notified in text form without undue delay after discovery, and no later than within seven business days.

(5) If the Customer fails to give notice, the delivery is deemed approved. This does not apply if the Seller fraudulently concealed the defect.

§ 12 Defects of Title

(1) The Seller is liable for the Customer being able to use the licenses free of third-party rights.

(2) In the event of a defect of title, the Customer is first entitled to subsequent performance. It may choose between remedying the defect of title and procuring an equivalent license. If subsequent performance fails twice, the Customer may withdraw from the contract or reduce the purchase price; claims for damages under § 14 remain unaffected.

(3) If a third party asserts claims against the Customer that concern the lawfulness of the acquisition, the Customer will inform the Seller without undue delay in text form and give it the opportunity to comment. The Seller supports the Customer by providing the supporting documents again and explaining the chain of title. The Customer will not make any acknowledgment without prior consultation with the Seller.

(4) The statutory limitation period applies to claims for a defect of title.

§ 13 Material Defects

(1) The agreed quality results conclusively from the Seller’s offer and the product designation, version and edition stated therein.

(2) The licenses are sold as used goods. The Seller owes neither updates nor maintenance or support from the manufacturer.

(3) If manufacturer support for a product has already expired or is foreseeably about to end, the Seller will point this out in the offer. In this case, the expiry of manufacturer support is not a material defect.

(4) In the event of a material defect, the Customer is entitled to subsequent performance. If this fails twice, the Customer may withdraw from the contract or reduce the purchase price.

(5) Claims for material defects become time-barred twelve months after provision. This does not apply to claims based on intent, fraudulent intent or gross negligence, to claims for injury to life, body or health, or to claims under the German Product Liability Act (Produkthaftungsgesetz); in these cases, the statutory limitation period applies.

§ 14 Liability

(1) The Seller is liable without limitation in cases of intent and gross negligence, in the case of fraudulent concealment of a defect, in the case of injury to life, body or health, to the extent of an assumed agreement on quality, and under the German Product Liability Act (Produkthaftungsgesetz).

(2) In the case of a slightly negligent breach of an obligation the fulfillment of which is essential to the proper performance of the contract in the first place and on the observance of which the Customer may regularly rely, the Seller is liable in an amount limited to the foreseeable damage typical for this type of contract at the time the contract is concluded.

(3) In all other respects, liability is excluded.

(4) The damage to be compensated under paragraph 2 is limited to the net value of the order concerned.

(5) For loss of data, the Seller is liable only up to the effort that would have been required to restore it had the Customer properly and regularly backed up its data.

(6) The foregoing limitations also apply for the benefit of the legal representatives, employees and vicarious agents of the Seller.

§ 15 Set-Off, Right of Retention, Assignment

(1) The Customer may only set off claims that are undisputed or have been finally determined by a court.

(2) The Customer has a right of retention only on account of counterclaims arising from the same contractual relationship.

(3) The Customer may assign claims against the Seller only with the Seller’s consent. § 354a HGB remains unaffected.

§ 16 Confidentiality

(1) The supporting documents contain information on prior owners and on sources of supply. The Customer treats them as confidential and uses them exclusively to evidence lawful acquisition towards the rights holder, auditors and authorities.

(2) The obligation continues for as long as the licenses are used.

(3) With regard to the processing of personal data, reference is made to the privacy policy on lizenzus.com.

§ 17 Export

If the Customer exports the licenses from the European Economic Area or passes them on to a recipient outside the European Economic Area, it shall comply with the applicable export and embargo provisions on its own responsibility.

§ 18 Final Provisions

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

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Hannover, provided that the Customer is a merchant, a legal entity under public law or a special fund under public law.

(3) The place of performance for all services is the registered office of the Seller.

(4) Amendments and supplements to these terms require text form. This also applies to the waiver of this formal requirement.

(5) If a provision of these terms is invalid, the validity of the remaining provisions remains unaffected. The statutory provisions take the place of the invalid provision.

(6) The German version of these terms is authoritative. Translations serve for understanding only.

Version as of: September 2026