(Version October 2013)
Our terms and conditions of Sale set out below shall form part of the agreement concluded with us. They shall apply in accordance with their most recent version and to all subsequent transactions without any need of expressing reference thereto or agreement thereon at the conclusion of such transaction.
We hereby object to any counter confirmation, counter offer or other reference by the Buyer to his its general terms and conditions; any dissenting terms and conditions of the Buyer shall only apply if we have confirmed them in writing or by email.
The invalidity of any provision of these general terms and conditions shall not affect the validity of the other provisions.
The same applies if any provisions do not become part of the agreement.
We shall retain the full title of the goods that have been delivered, until the Buyer has discharged all claims arising from the business relationship. The Buyer shall have the right to dispose of the goods delivered by us, to assemble or to mix with goods within the ordinary course of business.
It is hereby agreed that we shall acquire co-title of the assembled or mixed goods and that the processing of these goods shall be free of charge and for our benefit.
The proportion of our co-title shall follow from the proportion of the invoice value of the goods delivered by us and the invoice value of the other goods at the time of assembling or mixing.
The Buyer hereby assigns to us all claims arising from the resale of our goods as a security.
We hereby accept such an assignment.
The Buyer hereby assigns to us a priority share of all claims arising from the resale of assembled or mixed goods to the extent of the amount which corresponds to the proportion of our property. The Buyer shall be authorised to collect the receivables arising from the resale of goods.
Upon written demand we may withdraw the Buyer’s authority to resale, assemble or mix our goods delivered under retention of title or to collect any receivables assigned to us, if the Buyer shall be in breach of any obligation owed to us and shall in particular be in payment default or we shall become aware of other incidents that give rise to doubts about its creditworthiness. In this case the Buyer has to immediately specify to us his debtors in the claims assigned and provide us with all information as well as documentation necessary for collection. Following such information, we shall have the right to disclose the assignment as we consider appropriate.
We are entitled and upon our demand the Buyer shall immediately return to us all goods delivered under retention of title and assign to us any repossession claims against third party in conjunction with such goods.
Any repossession with regard to our goods shall not be regarded as a rescission of this agreement.
In the event of any third party action against our goods or our goods in co-title or any receivables assigned to us, the Buyer shall notify such party of our property or our right and immediately inform us about such action.
We shall release upon written demand of the Buyer all receivables assigned to us to the extent that they exceed our claims by more than 15%. In this case the receivables shall be released in accordance with our choice.
The laws of the Federal Republic of Germany shall apply.
The courts of Frankfurt am Main shall have jurisdiction. However we may also select a different place of jurisdiction.
Should there be differences of any kind between the German version and the English version, possibly produced for reading purposes, the German version shall prevail