TCBs

The Conditions of Business of the Waren-Verein der Hamburger Börse e.V. (WVB) shall apply to all present and future offers and deliveries from the Seller, exclusively in the version applicable at the time that the contract was concluded provided they are not altered by express, overriding provisions of this confirmation of sale. The Seller only sells under these conditions, excluding the purchasing conditions of the Buyer, even if the Buyer has already notified the Seller or these are expressly listed in his order. Acceptance by the Buyer of the goods delivered by the Seller constitutes acknowledgement of the Seller's conditions of sale, including those applicable to future commercial transactions. No objection by the Seller to the Buyer's conditions of purchase will be entertained. The Seller's failure to respond to such conditions or to the standard conditions does not constitute acknowledgement of such conditions. The Seller's failure to respond to conflicting order confirmations from the Buyer shall not be deemed as acceptance. We shall regard any deviation from the Seller's conditions in the Buyer's order confirmation as a refusal. If the Buyer accepts the Seller's delivery, this shall be irrevocably seen as an agreement of the Seller's conditions of sale.

The Buyer acknowledges that he is aware of the Conditions of the Waren-Verein. These are available from Waren-Verein der Hamburger Börse e.V., D-20095 Hamburg, Grosse Bäckerstrasse 4.

Any agreements which differ from these conditions are only binding if they have been confirmed by the Seller's management in writing or by fax.

The omission of the Buyer's countersignature on this sales confirmation does not affect the validity of the contract's conclusion.

Our General Terms & Conditions of Purchase and Delivery apply to companies as defined by Section 14 German Civil Code (BGB), legal persons under public law and public funds governed by public law.

If payment of the purchase price is stipulated in foreign currency and the amount payable by the Buyer under the terms of this contract is made after the due date, the Buyer must immediately offset any difference in the foreign currency selling rate resulting from the falling Euro 

exchange rate on the due date and on the payment date in Euro, even if the reason for the delay in payment is not the fault of the Buyer.

The Buyer has no right of offset or right of retention. The Buyer will only be entitled to offset, 

if the Seller has acknowledged the counterclaim or if it has been stated as legally binding.

All goods remain the property of the Seller until all outstanding and any future accounts payable by the Buyer as a result of the business relationship have been paid in full. If the goods delivered are subject to processing, this is performed in favour of the Seller so that he becomes the producer and owner of the new goods under the terms of Section 950 BGB. The new goods are also reserved goods. If the Buyer combines, mixes or processes the Seller's goods with the goods from other buyers or with his own goods, the Seller shall become joint owner of the new items proportional to the value of the goods delivered. Under Section 955 BGB, title to these objects is transferred to the Seller from the time they come into being. The accounts receivable on the part of the Buyer arising from selling-on or any resale of reserved goods are already assigned to the Seller at this point. The Buyer's rights from assignments of chattels as security, assignments of claims as security contracts of guarantee and retention of title as well as claims for compensation by the Buyer against his customers pass to the Seller by virtue of the relevant application of Section 401 BGB. The Buyer is only entitled to resell the reserved goods within the scope of his ordinary course of business. If the Buyer has obtained his receivables from the resale before this time, particularly through a blanket assignment, or if he has transferred the goods produced or to be produced by him in advance to third parties, he is not entitled to process or own the reserved goods. The Buyer is obliged to resell the reserved goods subject to retention of title only; the Seller's retention of title shall remain unaffected in the event of such a resale. 

The Buyer is entitled to collect the receivables assigned to the Seller provided that he meets his contractual obligations to pay. The retention of title by the Seller is under the provision that the title to the reserved goods, as well as the entitlement to the assigned goods, passes to the Buyer as soon as all the Seller's receivables that result from the business relationship have been paid in full. The Buyer hereby undertakes to release the existing collateral due to him at his discretion insofar as its value exceeds the receivables to be secured by more than 20%, subject to the provision however that such a release is only effected for those deliveries or their replacements which have been paid for in full.

Should the Buyer fail to fulfil his contractual obligations or if there are doubts concerning his creditworthiness, the Seller is entitled, without withdrawing from the contract, to take immediate possession of the reserved goods for the purposes of use. The Seller is not bound by the statutory provisions applicable to lien enforcement sales. The Seller is also entitled in respect of the Buyer to take immediate possession of goods of which the Seller is a co-owner, pursuant to the provisions in this paragraph.

Hamburg is the agreed place of performance for all of the Buyer's 

and Seller's obligations (including the obligation to accept and pay the purchase price).

Differences of opinion and possible disputes must be settled, at the choice of the Seller, by the arbitration court of the Waren-Verein der Hamburger Börse e.V. or by the arbitration court provided for in Section 20 of the "Local Usage in the Commodity Trade in Hamburg" ("Hamburg Friendly Arbitrage" and arbitration court) or by the ordinary court, and in each case in accordance with these General Terms & Conditions of Purchase and Delivery and the WVB. 

If the Buyer intends to initiate legal proceedings before the arbitration courts or the ordinary courts of law, he must inform the Seller in writing and at the same time request that the right to exercise the vote on jurisdiction granted to him within one week of receipt of this notification in accordance with the General Terms & Conditions of Purchase and Delivery. If the Seller fails to declare his intention within one week, the Buyer has the right to choose the arbitration court or the ordinary court of law. The Buyer must make his choice without delay and inform the Seller in writing.