1.   Subject of the Terms and Conditions

These General Terms and Conditions regulate the relationship between soft-store.de AG Electronic Business Solutions, hereinafter "soft-store.de" for short, and the customer within the scope of software distribution and acquisition via soft-store.de, for the procurement of licensed software via soft-store.de.

2.   Exclusive Validity

These general terms of sale and licensing shall apply exclusively to all offers, deliveries and services, and to soft-store.de product or license agreements, excluding terms of the purchaser or client (hereinafter: "purchaser"); in variance herewith the validity of such terms shall be subject to written agreement by soft-store.de. These General Terms and Conditions apply even if, knowing of other terms and conditions of the customer in variance herewith, soft-store.de nonetheless performs delivery without reservation.

3.   Conclusion of the Contract

3.1  Where soft-store.de offers the download of software, once the software has been placed onto the My-Downloads shelf (also called "Server"), a purchase agreement for the software retrieved is concluded. This involves a liability to be discharged at the domicile of the debtor (Holschuld), since the purchaser alone decides whether and if he will download the software from soft-store.de. 3.2  If the Software is sent to the purchaser by post, then the purchaser's order, whether by electronic transmission, telephone, telefax or post, constitutes a binding offer. soft-store.de may accept this order within two weeks by sending a confirmation of the order or send the purchaser the ordered item within such period. The latter case shall be deemed an implied acceptance of the offer by soft-store.de; the agreement shall be effected without requiring a separate confirmation by soft-store.de.

4.   Purchaser's Duties of Care and Responsibilities

4.1  The Login (also called "user ID"), password and purchaser key serve to protect the security of both parties by enabling the identification and authorization of the customer. 4.2  The purchaser has the following duties of care and obligations: a) He may only use the Login, password and purchaser key himself. b) The Login, password and purchaser key must be treated with strict confidentiality. The purchaser is responsible for ensuring that no unauthorized persons obtain knowledge of them. c) If the purchaser should lose the Login, password or purchaser key or if there is a possibility that unauthorized persons have obtained knowledge of them, the purchaser shall notify soft-store.de of this at once so that it can block the purchaser's access. 4.3  The purchaser is obligated to pay remuneration for all orders made with the use of his Login and password. This duty to pay remuneration will only be lifted if the purchaser can prove that he enabled an order to be made with the use of his Login and password, but this was not due to intent or negligence on his part. Otherwise, the purchaser will only be released from his duty to pay remuneration for an order placed with the use of his Login and password if, a) the purchaser had soft-store.de to block his user ID and password before the individual order was made and b) soft-store.de had a reasonable amount of time between receiving such a request from the purchaser and receiving the order to block the purchaser's Login and password. 4.4  It is the responsibility of the purchaser to provide a correct address when ordering or registering. The purchaser shall be liable for any additional costs incurred due to the provision of an incorrect or incomplete address.

5.   Payment by Invoice or Debit Entry

5.1  Payment by invoice or debit entry will only be possible upon the purchaser's written request to soft-store.de. 5.2  Upon receiving such a request soft-store.de will release the account for the execution and billing of orders at the respective terms and conditions stipulated. The release will only be performed during soft-store.de's normal business hours. The software will be transmitted by choice of soft-store.de by way of purchaser retrieval via the Internet or by post to the address given. 5.3  The purchaser registered to pay by invoice or debit entry may also order software from soft-store.de by telephone, telefax or post. 5.4  The written order (including by telefax) will contain the purchaser's Login as well as the signature of the person entitled to access the account.The password and/or the purchaser key may not be given on written orders. 5.5  In ordering by telephone the purchaser will give his Login and password. In doing so he must ensure that no third parties can listen in on or record this information. 5.6  These General Terms and Conditions also apply to registered users with the special provisions explicitly set forth herein.

6.   Payment by Credit Card

6.1  Registered users must give their full credit card details with their order and declare here and now their agreement to have soft-store.de bill the order to the respective credit card companies, in particular online. 6.2  soft-store.de will protect this credit card information from unauthorized access by third parties to the greatest reasonable extent. However, the purchaser is aware of the fact that in particularly when such information is transmitted, whether electronically or in some other way, the possibility of third parties obtaining unauthorized knowledge of such data cannot be excluded. 6.3  The credit card account will be charged online when the order is made.

7.   Prices/Terms of Payment

7.1  Once the use agreement has been concluded, the purchaser will owe soft-store.de a license fee, the amount of which can be derived from the prices which can be viewed in soft-store.de's Internet-Shop at the time of the retrieval or the order. The prices include value added tax. Errors excepted. 7.2  Fees are payable immediately and without deduction upon receiving the invoice - within seven days at the latest. By failing to pay within 5 days of receiving the invoice, the purchaser shall be deemed in arrears as defined in Section 286 II No. 2 of the German Civil Code (BGB). soft-store.de reserves the right to bring about default earlier than that by issuing a reminder to be delivered after payability. In case of default soft-store.de will charge default interest pursuant to § 288 para. 1 BGB at a rate of 5% over the respective basic interest rate. Both soft-store.de and the purchaser may prove and assert default damages. 7.3  The purchaser may only set off against counter claims which are uncontested or have been determined with legally binding effect and can no longer be appealed. 7.4  The purchaser may only invoke a right of intention where his counterclaim is based on the same contractual relationship. Moreover, in the case of contracts with business customers, the purchaser may only exercise a right of retention with respect to counterclaims that are uncontested or have been determined with legally binding effect and can no longer be appealed. 7.5  When importing products into third countries, the purchaser shall bear all costs such as taxes, duties and processing fees.

8.   Granting of Rights

8.1  Upon full payment of the invoice amount, the purchaser is granted a simple right of use to the software program he has retrieved or ordered in accordance with the manufacturer's terms. 8.2  The scope of the purchaser's simple use right only covers the extent to which the manufacturer had previously authorized soft-store.de to grant use rights to the program. The customer may see the scope of the manufacturer's transfer of use rights to soft-store.de by viewing the manufacturer's announcements, which either accompany the software or can be retrieved from soft-store.de itself. 8.3  The purchaser is prohibited from duplicating the program temporarily or permanently - with the exception of a backup copy if none was delivered with the program - in whole or in part, with any medium and in any form. The customer is further prohibited from translating, editing, arranging or otherwise revising the program and from duplicating the results achieved. However, Sentences 1 and 2 will not apply if actions for the proper use of the program, including the rectification of errors, are necessary by any person authorized to use a copy of the program. 8.4  The purchaser may resell a use right to the program acquired by a sale unless he has acquired the program by online transmission. With the sale of the use right the customer loses his own use right. Copies on his computer and any back-up copies must be deleted in full. 8.5  In the event of a resale the purchaser must comply with the restrictions on the use rights the manufacturer of the software has imposed upon soft-store.de and conclude corresponding agreements with the buyer (cf. 8.2. of these General Terms and Conditions).

9.   Warranty

9.1  soft-store.de warrants that products ordered by the purchaser and delivered by the means listed in 3.2 of these General Terms and Conditions are free of defects. This warranty applies solely to the products specified in the agreement, order confirmation or delivery, or to those that are specified for disposal or were actually provided to the purchaser in accordance with his order, and solely to the properties, characteristics and purpose of the software stated to the purchaser by soft-store.de in its product information. Warranties for additional properties and/or characteristics - especially those stated in advertising materials or brochures - or different purposes must be agreed in writing. 9.2  The customer will inspect the software received from soft-store.de immediately upon receipt for any defects. This inspection will generally be completed within 14 days. 9.3  In order to maintain his warranty rights, the purchaser must notify soft-store.de of visible defects in the software in writing within two weeks - if the purchaser is a consumer as defined in Section 442 BGB, immediately - of receiving the software. 9.4  soft-store.de assigns to the purchaser in advance its warranty claims against the manufacturer and any upstream suppliers of the program in question, including any supplied manuals or other documentation. The purchaser hereby accepts such assignment. Should the program have any defects, the purchaser - if said purchaser is a consumer - will first turn to the manufacturer and exercise the warranty claims assigned to him during the statutory 2-year warranty period. The purchaser must hereby assert the claims due to him as defined in Section 437 BGB. 9.5  If the manufacturer is unable to honor the warranty or refuses to do so, or if the manufacturer does not honor the warranty within a reasonable deadline set by the purchaser, or if the warranty is not honored for other reasons, the purchaser may, at his option, demand a reduction of the purchase price or a cancellation of the purchase. The rectification or replacement shall be deemed failed if the manufacturer has had sufficient time to do so without achieving the desired success, or if rectification or replacement is impossible, or if the manufacturer refuses the rectification or replacement, or delays it in an unreasonable manner, or if the rectification or replacement has already been unsuccessful twice. The purchaser's right to demand damages as defined in Section 437 BGB shall remain unaffected. As a second resort, the purchaser may assert the above-mentioned warranty rights against soft-store.de as defined in Section 437 BGB subject to provision of written documentation of the failure of his warranty claims against the manufacturer. Should the rectification or replacement prove unsuccessful, the purchaser may, at its option, demand that soft-store.de reduces the license fee or that the contract be rescinded. 9.6  soft-store.de assumes no warranties beyond those set forth above. Liability for warranted characteristics, personal injury and malicious intent will not be affected by Clauses 8 and 9.

10.   Damages

10.1  Damage claims brought by the purchaser are excluded. The provisions of Section 9.5 Sentence 3 of these General Terms and Conditions will remain unaffected by this provision. In particular, soft-store.de is not liable for the loss of data, lost profits or other financial losses suffered by the purchaser. 10.2  The exclusion of liability will not apply if soft-store.de is guilty of gross negligence or intent. It will also not apply in the event of a breach of cardinal contractual duties due to slight negligence; in that case, however, the liability will be limited to compensation for the typical damage foreseeable when the contract was concluded. The same will apply in the case of grossly negligent acts by simple vicarious agents. 10.3  Where soft-store.de's liability is excluded or limited, this will also apply to the personal liability of soft-store.de's employees, representatives and vicarious agents. 10.4  Contributory negligence on the purchaser's part will be set off against his damages (e.g. inadequate data protection).

11.   Revocation Right / Right of Return for Consumers

11.1  If the purchaser purchases the software as a consumer (i.e. a natural person concluding the contract neither for commercial purposes, nor for self-employed business use) by means other than online downloading, he shall have an unrestricted right of return within 14 days of receipt of the product; i.e. he may revoke his declaration of intent to place the order. The purchaser is not required to provide a reason for his revocation. The provisions of Section 312 d BGB thus apply. The 14-day period may not begin before the product has been received, however. 11.2  The purchaser shall bear the cost of returning the product if the product received matches the order and the price of the item to be returned does not exceed 40 Euros, or if the purchaser has not provided the required consideration or an agreed partial payment at the time of the revocation. Otherwise, the return shall be free of charge. The purchaser must perform obligations with regard to the reimbursement of payments within 30 days of sending the revocation. 11.3  The products or revocation must be sent to the address of soft-store.de AG. 11.4  The product must be in flawless condition (complete and undamaged, including manuals and other accompanying documentation, etc.). If the consumer-purchaser is responsible for the deterioration or perishing of the product or other impossibility, he shall reimburse the seller for the partial or complete loss in value. The licensing of the product, its actual use, and other services up to the time the revocation is exercised shall be subject to remuneration; the reduction in value due to the use of the product according to the terms of the agreement or utilization of other services shall not be considered here. In such cases, the consumer-purchaser shall only be liable for intent and gross negligence. The costs for the shipment of products being returned to soft-store.de by consumer-purchasers due to the above-mentioned rights of revocation and return shall be borne by the purchaser. 11.5  The right of return described above shall not apply to contracts for software products sold from a distance (Fernabsatzvertrag) if the seals of the supplied data media have been broken. The seal shall also be deemed broken if the cellophane wrapper has been opened. The right of return also does not apply to serial numbers to unlock software demo versions or convert OEM software to full retail versions, nor to online software downloads, updates and plugins. The right of return shall not apply to products manufactured specifically for the consumer purchaser. 11.6  We would like to expressly restate at this point that the right of revocation / return applies only to consumers as defined by the German Civil Code (BGB) - not to commercial or self-employed business users.

12.   Returns in the Case of Contracts with Business Customers

12.1  In case of product defects, business purchasers shall have the right to warranty claims in accordance with Section 9 of this document subject to the restrictions of Section 377 of the German Commercial Code (HGB) and other provisions of the HGB related to commercial sales. soft-store.de will decide on a case-by-case basis whether or not to also grant the business customers a right of return even if the item has no defects for the sake of goodwill. In that case, soft-store.de would first inspect the condition of the item. 12.2  The business customer must give soft-store.de an opportunity to inspect the condition of the item by completing the RMA form soft-store.de attaches to each invoice within 14 days of receipt of the item and faxing it to +49 (0) 721-96458-99. If soft-store.de then decides to carry out an inspection of the item to determine its acceptability for return, it will send the business customer an RMA number and (if the item is returned from a location within Germany) a stamp to cover the return shipment costs. Within ten days of receiving this letter, the business customer must send the item together with the original of the completed RMA form back to soft-store.de. soft-store.de will then inspect the item and determine whether or not it takes it back for the sake of goodwill. 12.3  Damaged or opened goods will not be accepted for return. The same applies for a purchase by way of online downloading and for customized programs. Shipped products shall be deemed opened if the seals on the delivered data media have been broken. The seals shall also be deemed broken if the cellophane wrapper has been opened. 12.4  The right of return shall not apply to products licensed from the manufacturer specifically for the purchaser.

13.   Applicable Law, Place of Fulfillment, Legal Venue

13.1  The relationship between soft-store.de and the purchaser is governed solely by German law. The place of fulfillment for duties under the contractual relationship between soft-store.de and the customer is Karlsruhe. Karlsruhe, Germany is the sole legal venue. Karlsruhe is agreed to be the exclusive legal venue vis-à-vis full merchants (Vollkaufleute), customers without a general domestic legal venue in Germany as well as legal public law entitles and special public law funds. 13.2  Should one of the provisions of these General Terms and Conditions or of any related agreements be or become ineffective, the effectiveness of the remaining provisions or agreements shall remain unaffected. The faulty or ineffective provision shall be replaced by applicable German statutes corresponding to its original intention in the interest of both parties.