1. Terms and Conditions of Contract
Unless otherwise agreed in the confirmation of sale, we sell and deliver exclusively in accordance with the terms and conditions of the Waren-Verein der Hamburger Börse e.V., in the version valid at the time of conclusion of the contract. The buyer acknowledges that he is aware of the Waren-Verein designations. It is furthermore pointed out to him that these conditions can be obtained from:
Waren-Verein der Hamburger Börse e.V., Große Bäckerstrasse 4, 20095 Hamburg, Germany.
Any terms and conditions of business of the buyer or of a broker or agent as well as collateral agreements on the content of the contract and amendments to the contract shall only become effective if we agree to them in written form.
2. Sales
All sales are to be understood ex quay and/or warehouse of the seller, unless expressly agreed otherwise by the sales note.
All sales, in particular those resulting from dependency on shipping dates from countries of origin, are subject to import and/or export license and correct and timely self-delivery. In the event of force majeure, such as war, acts of God, blockades, fire, epidemics, riots, strikes, lock-outs, interruption of operations at the seller or his suppliers, ice, floods, traffic congestion, new regulations and acts of governments and authorities which come into force after the conclusion of the contract, the rights and obligations specified in §15 of the terms and conditions of the Waren-Verein der Hamburger Börse e.V. shall apply to both parties.
These conditions of “sales” shall also apply if a delivery date has been expressly confirmed by a contract or a confirmation of sale. These confirmations are always subject to these conditions.
3. Retention of title
The goods shall remain the property of the seller until full payment of all claims, including conditional or future claims, of the seller against the buyer arising from the mutual business relationship (reserved property). In the case of a current account, the retention of title shall serve as security for the respective balance claim of the seller.
The seller is authorised to resell goods subject to retention of title in the ordinary course of business subject to retention of title; he is prohibited from pledging or transferring ownership by way of security. The buyer hereby assigns to the seller by way of security all customer claims, including all secondary rights, to which the buyer is entitled from the resale, irrespective of whether the resale takes place before or after processing, mixing or combining.
In the event that the Buyer receives bills of exchange or cheques from his customer as a result of the resale, he hereby assigns to the Seller any corresponding bill of exchange or cheque claims existing against his customer in the amount of the claims from the resale assigned to the Seller pursuant to paragraph 2. Ownership of the bill of exchange and cheque documents is hereby transferred by the buyer to the seller. The buyer shall hold the documents in safe custody for the seller.
The buyer is authorised to collect the assigned claim from the delivered goods through his resale to his customers. If the seller does not make use of this right, it shall be revoked in writing and the buyer shall be obliged vis-à-vis the seller to provide all information necessary to collect the claim and to notify his customers of the transfer of the claim and to hand over to the seller any customer bills of exchange and cheques received in this respect.
4. place of jurisdiction
If the terms and conditions, arbitration and court of arbitration of the Waren-Verein der Hamburger Börse e.V. do not apply by virtue of an express agreement or for any other reason, Hamburg shall be the place of jurisdiction and Hamburg shall be the place of performance for all present and future claims arising from the business relationship, including claims based on bills of exchange or cheques, with fully qualified merchants, legal entities under public law and holders of special funds under public law.
5 Partial Invalidity
Any invalidity of one or more provisions shall not affect the validity of the remaining provisions.
