Terms and Conditions of Delivery and Payment1. All goods shall be shipped for the buyer's account and at its risk. Unless otherwise stipulated in these terms and conditions of delivery, the "Terms and Conditions for Fresh, Edible Horticultural Products in National and International Trade" ["Geschäftsbedingungen für frische, essbare Gartenbauerzeugnisse im nationalen und internationalen Verkehr"] shall apply.
2. The delivered goods shall remain our property until all our claims arising from the business relationship with the buyer have been satisfied in full. The buyer is only authorised to resell the goods delivered subject to retention of title within the scope of its normal business transactions.
To secure all claims arising from the business relationship, the buyer hereby assigns to us the claims arising from a resale of the goods delivered subject to retention of title or arising in the future. We hereby accept the assignment. Notwithstanding the assignment, the buyer shall at any time be revocably authorised to collect the assigned claims. The buyer undertakes to transfer to us the amounts collected up to the amount of our claims. Upon first request, the reseller is obliged at any time to inform us in writing about the inventory of assigned claims, the debtors' names and addresses, the invoice numbers and dates as well as all other information necessary for the collection of the claims at its expense. Upon first request, the buyer shall either inform the debtor of the assignment or provide us with a confirmation signed by it that the claim against its debtor has been assigned to us.
The permission to resell the goods subject to retention of title in the ordinary course of business as well as the permission to collect the assigned claims shall expire without any notification on our part being required if the buyer falls into financial collapse or defaults on the settlement of individual claims for a period of more than 30 days.
If goods delivered subject to retention of title or the claim assigned to us in its place is claimed by third parties, in particular attached, the buyer is obliged to notify us of this immediately and for its part do everything possible to secure our rights without undue delay. The costs of any necessary intervention on our part or by the buyer shall be borne by the buyer.
If the purchaser is in default, in financial collapse or if third parties access the goods or the assigned claims, we are entitled to take goods delivered subject to retention of title as security without this being associated with a withdrawal from the Agreement and notify the debtors of assignments of claims.
In the event that the value of the goods delivered subject to retention of title and the assigned claims cumulatively exceeds 115 % of our claims against the buyer, we are obliged to release rights subject to retention of title and/or assigned claims to the extent of value that our rights exceed this limit at our discretion, at the buyer's first request.
3. The place of performance for payment shall be Hamburg; for the delivery, this shall be the place from where the goods were shipped. Delivery shall be made uninsured from the place of performance.
4. The place of jurisdiction for both parties shall be Hamburg.
5. Agreements deviating from these terms and conditions of delivery and the "Terms and Conditions for Fresh, Edible Horticultural Products in National and International Trade" shall only become valid if they have been expressly confirmed by us in writing.
6. The acceptance without objection of written and/or verbal declarations from the buyer which have deviations from these terms and conditions of delivery and "Terms and Conditions for Fresh, Edible Horticultural Products in National and International Trade" or the individually agreed terms and conditions of contract as their subject matter shall not lead to a valid amendment or amendment to the Agreement with the buyer.