1. The following terms and conditions of business shall apply to any and all contracts and agreements concluded between us and a purchaser and concerning the delivery of our products. They shall also apply to any and all future business relationships, even if they have not been or shall not be expressly reaffirmed or agreed again. Any conflicting or deviating terms and conditions are subject to our written confirmation.
2. Any claims for defects made by Purchaser shall only exist, if Purchaser has duly complied with his¹ duty to examine and notify us of a possible defect immediately upon receipt of goods in accordance with § 2-314 (Uniform Commercial Code).
3. Delivery of our products shall only be made conditionally with reservation of ownership. We reserve the right of title in the products delivered by us (reserved goods) until all claims resulting from the business relationship with Purchaser have been fulfilled. This shall also apply to any and all future deliveries. Purchaser shall be obliged to handle the reserved goods with care until title of ownership has passed to him and take out sufficient insurance cover for the reserved goods against theft and damage by fire or water at face value. Any necessary maintenance and inspection work shall be carried out in a timely manner and at Purchaser’s expense. As long as the ownership did not pass, Purchaser shall notify us immediately of any access to the reserved goods by any third party, particularly by way of attachment/seizure, so that we may assert our ownership rights. Purchaser shall be entitled resell the reserved goods within the ordinary course of business. Purchaser hereby assigns any and all claims resulting from such resale to us, and that to the total amount invoiced (i.e. inclusive of VAT) with respect to each claim. We hereby accept such assignment. Purchaser shall remain authorised to collect the debts. Our authority of collecting debts ourselves shall remain unaffected thereof. We shall refrain from collecting debts as long as Purchaser meets his payment obligations, does not get into arrears or claims or suspends his payments. Any treatment or processing of the reserved goods by Purchaser shall, in any case, be on our behalf. In this case, Purchaser’s expectant right in the reserved goods shall pass to the treated or processed reserved goods. Should the reserved goods be processed with other objects not belonging to us, then we shall acquire co-ownership in the new goods in proportion of the total amount invoiced for our reserved goods to the other processed objects at the time of their processing. The same shall apply in case our reserved goods are mixed with other goods. We are obliged to release such part of the securities due to us the realisable value of which exceeds the debts to be covered by more than 10 per cent, with the securities to be released being, however, of our choice.
4. The place of performance and of jurisdiction for deliveries and payments as well as any and all disputes resulting between us and Purchaser in relation to the business relationship between us and Purchaser shall be our business domicile. We shall, however, be entitled to file claims against Purchaser at his residential or business domicile.
5. The relations between the parties shall exclusively be governed by the law of the United States of America to the exclusion of the UN Sales Convention (CISG).
¹ Any reference to the male gender shall include the female as well as the singular and the plural.