The place of fulfilment for all performances under the Delivery Contract shall be the Vendor’s place of trading.
The place of jurisdiction (including that for legal actions involving bills of exchange and cheques) shall be the Plaintiff’s place of trading or the office of its competent trade or cartel organisation. The court first seised shall have jurisdiction.
Goods delivered shall remain our property until full payment of the purchase price, inclu- ding all ancillary claims.
Title shall pass to the Purchaser only following fulfilment of all other payables due to us, including payables due for future performances.
Even if title to goods in the Purchaser’s possession has passed to the Purchaser in full through full settlement of account, our title thereto shall revive if the Purchaser is in debt to us again. Should this be the case, and to satisfy the same, re-transfer to ourselves is agreed here and now of any title which has already passed to the Purchaser, transfer of ownership being replaced by permission for the Purchaser to retain the goods on loan and to resell them in a permissible way.
Resale of goods delivered under reservation of title may only be made in the way usual in the Purchaser’s business. Sales differing therefrom shall require our prior agreement if our title is impaired thereby.
In case of resale, receivables due from Third Parties for the said resale shall pass to our- selves by way of security to the amount of our invoice total, without a separate agreement being necessary in the individual case.
Insofar as our Purchaser collects its receivables, this shall only be on a trust basis, and the proceeds so collected must be passed on to us to the amount of our invoice total. We shall be entitled to inform Third Parties (Purchasers), to be named to ourselves, of the transfer of receivables and to issue payment instructions.
The customer must not pledge to Third Parties or assign as security any goods received under reservation of title until payment for the same has been made in full. Should the goods be confiscated or pledged by a Third Party, the Purchaser must declare our reserva- tion of title and inform us thereof immediately.
Insofar as a central regulating agency undertaking security is involved in business transac- tions between the Vendor and the Purchaser, the Vendor shall transfer title upon shipment of goods to the central regulating agency, with the condition precedent that the purchase price be paid by the central regulator. The Purchaser shall only be released upon payment by the central regulator. Should the central regulator fail to pay, the receivable due from the Purchaser shall continue to subsist.
Disputes arising from the contract shall be decided by the proper court or an agreed arbit- ration tribunal. Should the arbitration tribunal not be agreed as solely competent, the court first seised shall have jurisdiction.