xiQ - Technical Manual Version 1.35
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(d) Where Purchaser combines Retained Goods with real estate or movable goods, it shall, without any further declaration being
necessary to this effect, also assign to Supplier as security its claim to consideration for the combination, including all collateral
rights for the prorate amount of the value the combined Retained Goods have on the other combined items at the time of the
combination.
5. Until further notice, Purchaser may collect assigned claims relating to the resale. Supplier is entitled to withdraw Purchaser's
permission to collect funds for good reason, including, but not limited to delayed payment, suspension of payments, start of
insolvency proceedings, protest or justified indications for overindebtedness or pending insolvency of Purchaser. In addition,
Supplier may, upon expiry of an adequate period of notice disclose the assignment, realize the claims assigned and demand that
Purchaser informs its customer of the assignment.
6. The Purchaser shall inform the Supplier forthwith of any seizure or other act of intervention by third parties. If a reasonable
interest can be proven, Purchaser shall, without undue delay, provide Supplier with the information and/or Documents necessary
to assert the claims it has against its customers.
7. Where the Purchaser fails to fulfill its duties, fails to make payment due, or otherwise violates its obligations the Supplier shall
be entitled to rescind the contract and take back the Retained Goods in the case of continued failure following expiry of a
reasonable remedy period set by the Supplier; the statutory provisions providing that a remedy period is not needed shall be
unaffected. The Purchaser shall be obliged to return the Retained Goods. The fact that the Supplier takes back Retained Goods
and/or exercises the retention of title, or has the Retained Goods seized, shall not be construed to constitute a rescission of the
contract, unless the Supplier so expressly declares.
Article IV: Time for Supplies; Delay
1. Times set for Supplies shall only be binding if all Documents to be furnished by the Purchaser, necessary permits and
approvals, especially concerning plans, are received in time and if agreed terms of payment and other obligations of the
Purchaser are fulfilled. If these conditions are not fulfilled in time, times set shall be extended reasonably; this shall not apply if
the Supplier is responsible for the delay.
2. If non-observance of the times set is due to:
(a) force majeure, such as mobilization, war, terror attacks, rebellion or similar events (e. g. strike or lockout);
(b) virus attacks or other attacks on the Supplier’s IT systems occurring despite protective measures were in place that complied
with the principles of proper care;
(c) hindrances attributable to German, US or otherwise applicable national, EU or international rules of foreign trade law or to
other circumstances for which Supplier is not responsible; or
(d) the fact that Supplier does not receive its own supplies in due time or in due form such times shall be extended accordingly.
3. If the Supplier is responsible for the delay (hereinafter referred to as "Delay") and the Purchaser has demonstrably suffered a
loss therefrom, the Purchaser may claim a compensation as liquidated damages of 0.5 % for every completed week of Delay, but
in no case more than a total of 5 % of the price of that part of the Supplies which due to the Delay could not be put to the
intended use.
4. Purchaser's claims for damages due to delayed Supplies as well as claims for damages in lieu of performance exceeding the
limits specified in No. 3 above are excluded in all cases of delayed Supplies, even upon expiry of a time set to the Supplier to
effect the Supplies. This shall not apply in cases of liability based on intent, gross negligence, or due to loss of life, bodily injury or
damage to health. Rescission of the contract by the Purchaser based on statute is limited to cases where the Supplier is
responsible for the delay. The above provisions do not imply a change in the burden of proof to the detriment of the Purchaser.
5. At the Supplier's request, the Purchaser shall declare within a reasonable period of time whether it, due to the delayed
Supplies, rescinds the contract or insists on the delivery of the Supplies.
6. If dispatch or delivery, due to Purchaser's request, is delayed by more than one month after notification of the readiness for
dispatch was given, the Purchaser may be charged, for every additional month commenced, storage costs of 0.5 % of the price
of the items of the Supplies, but in no case more than a total of 5 %. The parties to the contract may prove that higher or, as the
case may be, lower storage costs have been incurred.
