Requirements of Coface Finanz GmbH
Terms of delivery and payment:
Our terms and conditions of delivery and payment, to which our customer agrees upon placing an order, will apply exclusively. This will also apply to any future transactions, even if our terms and conditions are not expressly referred to but have been received by the customer when an order has been confirmed by us. In the event that an order is placed in deviation from our terms of delivery and payment our terms of delivery and payment will exclusively apply as well, even if we do not object. Deviations are therefore only valid if we have expressly acknowledged them in writing.
We are entitled to assign the claims arising from our business relations.
The contractual relationship is subject exclusively to German law, excluding the UN Convention on Contracts for the International Sale of Goods.
Place of jurisdiction:
The place of jurisdiction, at our discretion, will either be the registered office of the company or Mainz.
Due date of the factor's claims against the debtor:
If the buyer is in default with any payment obligations toward us, all existing claims will become due immediately.
All payments are to be made with debt-releasing effect exclusively to the bank details of Coface Finanz GmbH, Isaac-Fulda-Allee 1, 55124 Mainz to which we have assigned our present and future claims from our business relationship. We have also transferred our property which is subject to retention of title to this institution.
Simple retention of title (current account/balance clause (business connection clause)):
The seller retains title to the goods until all claims of the seller against the buyer arising from the business relationship, including any future claims arising from contracts concluded simultaneously or at a later date, have been settled. This will also apply if any individual or all of the seller's claims have been included in a current invoice and the balance has been struck and accepted.
Extended retention of title in the event of resale with a prior assignment clause:
The buyer will only be entitled to resell the goods which are subject to retention of title in the ordinary course of business if the buyer herewith assigns to the seller all claims which accrue to him from the resale against customers or against third parties. If any goods subject to retention of title are sold unprocessed or after processing or combination with objects which are exclusively the property of the buyer, the buyer assigns to the seller the claims arising from the resale in full. If the buyer sells any goods subject to retention of title -- after processing/combination -- together with goods not belonging to the seller, the buyer assigns the claims arising from the resale in the amount of the value of the goods subject to retention of title with all ancillary rights and priority over the rest. The seller accepts the assignment. The buyer is authorized to collect these claims even after assignment. The seller's authority to collect the claims himself shall remain unaffected by this; however, the seller undertakes not to collect the claims as long as the buyer duly fulfils his payment and other obligations. The seller may demand that the buyer discloses the assigned claims and their debtors, provides all information necessary for collection, hands over the associated documents and notifies the debtors of the assignment.
Extended retention of title with processing clause:
Any processing or treatment of the goods subject to retention of title shall be carried out by the buyer on behalf of the seller without any obligations arising thereof to the latter. In the event of processing, combination, mixing or blending of the goods which are subject to retention of title with other goods not belonging to the seller, the seller will be entitled to the co-ownership share in the new item arising from this in proportion to the value of the goods which are subject to retention of title to the other processed goods at the time of processing, combination, mixing or blending. If the buyer acquires sole ownership of the new item, the contractual parties agree that the buyer will grant the seller co-ownership of the new item in proportion to the value of the processed or combined, mixed or blended goods which are subject to retention of title and will keep them in safe custody for the seller free of charge.
If the value of the existing securities exceeds the claims to be secured by a maximum of 20%, the seller, accordingly, will be obliged to release them at the request of the buyer.