Hansa - Product list 2020

9.3

In cases of slight negligence, HANSA shall – subject to clause 9.2 above – only be liable

if material obligations are violated which result from the nature of the contract and are

of particular importance for achieving the purpose of the contract. If such obligations

are violated, and also in the event of default or if performance is impossible, HANSA’s

liability shall be limited to the damage that can typically be expected with this contract.

9.4

In the event of failure to meet a delivery date, HANSA’s liability for damage suffered by

the customer as a result of the delay shall – subject to clause 9.2 above – be limited to

a maximum amount equal to 5 % of the agreed net price. The contracting parties may

assert further claims for damages or prove that the amount of damage actually suffered

was smaller.

10. Limitation

The limitation period for the customer’s claims for defects shall be 12 months and shall

commence upon delivery of the goods. The limitation period shall further commence

upon the customer defaulting on its obligation to accept the goods. The above limitation

period shall also apply to tort claims which are based on a defect of the goods. The lim-

itation period shall not start anew as a result of a repair or replacement delivery. In the

cases referred to in clause 9.2 above, the statutory limitation rules shall apply instead.

11. Retention of title

11.1 The goods supplied shall remain HANSA’s property until they have been paid for in full.

11.2 Furthermore, the goods supplied shall remain HANSA’s property until all claims aris-

ing from the business relationship between the customer and HANSA have been paid

in full.

11.3 The customer shall be obliged to handle the goods which are subject to this reten-

tion-of-title clause with due care for as long as title is retained. In particular, the customer

shall be obliged to sufficiently insure the goods at the customer’s own expense at their

replacement value against damage by fire, water and theft. The customer hereby assigns

to HANSA all claims for compensation arising from such insurance. HANSA hereby

accepts this assignment. If assigning such claims is not allowed, the customer hereby

irrevocably instructs the insurer to make payments, if any, only to HANSA. This shall not

affect any further claims of HANSA. Upon request, the customer shall provide HANSA

with evidence of the conclusion of the insurance contract.

11.4 If the goods which are subject to this retention-of-title clause are combined with other

items that do not belong to HANSA such that they form a single item, HANSA shall

acquire proportionate co-ownership of this single item, according to the ratio of the

value (final amount invoiced, including value-added tax) of the goods which are sub-

ject to this retention-of-title clause and the value of the other items at the time they

are combined. In the event that the goods which are subject to this retention-of-title

clause are combined with other items in such a manner that the customer’s item is to

be considered the principal item, the customer hereby transfers to HANSA proportionate

co-ownership of this item. HANSA accepts this transfer. The provisions of this clause 11.4

shall apply accordingly if the goods which are subject to this retention-of-title clause are

mixed or processed with other items.

11.5 The customer shall have the right, subject to revocation, to sell the goods which are sub-

ject to this retention-of-title clause in the ordinary course of business. The customer shall

have no right to pledge the goods which are subject to this retention-of-title clause, to

transfer them by way of security, or to make any other dispositions which jeopardise

the ownership of HANSA. In the event of attachments or other encroachments by third

parties, the customer must notify HANSA without undue delay in writing and provide

all the information needed, advise the third party of HANSA’s property rights, and assist

with any measures taken by HANSA to protect the goods which are subject to this reten-

tion-of-title clause.

11.6 The customer hereby assigns to HANSA its claims arising from the resale of the goods

which are subject to this retention-of-title clause, along with all ancillary rights, in an

amount equal to the amount invoiced, including value-added tax. HANSA hereby

accepts this assignment. If the goods which are subject to this retention-of-title clause

are sold with other goods not supplied by HANSA, the claim arising from resale shall

be assigned proportionately, according to the ratio of the value of the goods which are

subject to this retention-of-title clause (final amount invoiced, including value-added

tax) and the value of the other goods sold. If assigning such claims is not allowed, the

customer hereby irrevocably instructs the third-party debtor to make payments, if any,

only to HANSA.

11.7 The customer shall be authorised, subject to revocation, to collect the claims which

have been assigned to HANSA in its own name as a trustee acting on behalf of HANSA.

This shall not affect HANSA’s right to collect such claims itself. However, HANSA shall

not assert such claims itself or revoke the authority to collect claims as long as the cus-

tomer properly performs its payment obligations. If, however, the customer breaches

the contract – in particular, if the customer defaults on a payment – the customer must

disclose the assigned claims and the respective debtors to HANSA, inform the respective

debtors of the assignment, and provide HANSA with all the records and all the informa-

tion needed by HANSA to assert the claims.

Services HANSA

11.8 HANSA may revoke the customer’s right to resell the goods and the authority to collect

claims if the customer fails to properly perform its payment obligations to HANSA,

defaults on one or more payments or stops payment, or if a petition is filed to institute

insolvency proceedings against the customer’s assets.

11.9 At the request of the customer, HANSA shall be obliged to release the security provided

to the extent that the realisable value of such security exceeds HANSA’s claims arising

from its business relationship with the customer by more than 10 %, upon deduction of

the mark-downs customary in the banking business. HANSA may choose which security

interests it wishes to release.

11.10 In the event that goods are supplied to destinations with other legal systems where the

retention-of-title provisions set out in this clause 11 are not legally valid, the customer

hereby grants HANSA an equivalent security interest. If the creation of such a security

interest requires further measures, the customer shall do whatever is necessary to grant

HANSA such security interest without undue delay. The customer shall assist with all

measures that are required for, and conducive to, the validity and enforceability of such

security interests.

12. Rescission/cancelation of the contract

12.1 If the customer breaches the contract, in particular, if the customer defaults on its pay-

ment obligations, HANSA shall – without prejudice to any other contractual or statutory

rights – have the right to rescind the contract after a reasonable additional period of time

set for performance has expired.

12.2 After notice of rescission of the contract has been given, the customer must grant HANSA

or HANSA’s agents without undue delay access to the goods which are subject to the

retention-of-title clause and surrender these goods. For the purposes of the settlement

of HANSA’s due claims against the customer, HANSA may sell the goods which are sub-

ject to the retention-of-title clause otherwise after a timely announcement to this effect.

Upon deduction of reasonable selling costs, the proceeds from sale shall be credited

against the customer’s liabilities.

12.3 The provisions of this clause 12 shall not operate to limit any statutory rights or claims.

13. Confidentiality

13.1 The customer shall be obliged to treat all information about HANSA that becomes avail-

able to the customer and is designated as confidential or can be identified as a trade or

business secret due to other circumstances as confidential for an unlimited period of

time, and the customer may not record, disclose or exploit any such information.

13.2 The customer shall enter into adequate contractual agreements with the employees and

agents working for it to ensure that they, too, refrain for an unlimited period of time

from any exploitation, disclosure or unauthorised recording of such trade and business

secrets for their own purposes.

13.3 Drawings, models, patterns, samples or similar items may only be used for the purpose

of performing the contract and must not be made available to, or otherwise accessible

by, unauthorised third parties. Such items may only be reproduced where this is neces-

sary for operational reasons, within the limits defined by copyright law.

14. Duty to cooperate

The parties mutually undertake to take all reasonable measures which are necessary

to achieve the purpose of the contract and to refrain from whatever would conflict with

achieving and maintaining the purpose of the contract.

15. Governing law; place of jurisdiction

15.1 The legal relations between the customer and HANSA shall be governed by the laws of

the Federal Republic of Germany.

15.2 If the United Nations Convention on Contracts for the International Sale of Goods (CISG)

applies in international business transactions, i.e. in transactions with customers outside

the Federal Republic of Germany, any matters that are not dealt with in the Convention

or cannot be decided in accordance with the basic principles of the Convention shall be

decided in accordance with the laws of the Federal Republic of Germany. This shall not

apply to the provisions regarding recourse against suppliers pursuant to Sections 478,

479 German Civil Code, which do not apply in international business transactions.

15.3 The exclusive place of jurisdiction for all claims arising from the business relationship

shall be HANSA’s registered office. HANSA may additionally sue the customer at the

customer’s registered office or at any other permissible place of jurisdiction.

16. Miscellaneous

16.1 Any transfer or assignment of rights and obligations of the customer to third parties

shall require the written consent of HANSA.

16.2 The place of performance for all obligations that are to be performed by the customer

and by HANSA shall be HANSA’s registered office.

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