APPENDIX NO. 6D TO THE TERMS AND CONDITIONS - ASSIGNMENT AGREEMENT
concluded on [___] in [___] (hereinafter referred to as the "Agreement") by and between:
[RELEVANT MERXU COMPANY],
represented by the proxy - [MERXU COMPANY RELEVANT TO THE BUYER],
hereafter referred to as the “Relevant merXu Company”,
– and –
hereinafter referred to as the “Buyer”,
hereinafter jointly referred to as the “Parties” and individually as the “Party”.
- on [___], the Buyer entered into an agreement for the sale of a product (hereinafter referred to as the "Product Sales Agreement") in the form of [___] (hereinafter referred to as the "Product") with the seller, i.e. [___] (hereinafter referred to as the "Seller"), through the platform operating at the following web address www.merxu.com (hereinafter referred to as the "merXu");
- the price of the Product was [___] gross (hereinafter referred to as the "Gross Price");
- the Buyer has paid the Gross Price to the Seller;
- the Buyer has submitted an application to the "Buy Risk-Free up to EUR 3,000" program on the merXu (hereinafter referred to as the "Program"), which has been accepted due to the occurrence of one of the circumstances set out in clause 4.1 of the Program;
- the Buyer has been offered compensation to be paid by the Relevant merXu Company in the amount of [___] (in words: [___]; hereinafter referred to as the "Compensation") and the Buyer has accepted the offer;
- the contractual relationship between the Buyer and Seller has been terminated as a result of the Program (either as a result of a condition subsequent or, if the Seller has its habitual residence in Germany - as a result of rescission);
- the Relevant merXu Company wishes to acquire the Buyer's claim against the Seller for reimbursement of the Gross Price paid, arising from the termination or, if the Seller has its habitual residence in Germany - the rescission from the agreement concluded as part of the Transaction, up to the amount of the Compensation offered to the Buyer (hereinafter referred to as the "Claim"), in exchange for Compensation being the price.
The Parties hereby agree as follows:
[Transfer and Compensation]
- In consideration of granting the Buyer the Compensation under the conditions of the Program, the Buyer hereby assigns and the Relevant merXu Company accepts the Claim together with all rights attached thereto.
- The transfer of the Claim to the Relevant merXu Company takes place upon the conclusion of the Agreement.
- The Relevant merXu Company will pay the Compensation to the Buyer to the Buyer's bank account indicated in the application for the Program as a consideration of the Claim within 30 days of the date of delivery of documents indicated in § 2 below.
Within 7 days from the date of conclusion of the Agreement the Buyer shall deliver a signed scan of the Agreement and an accounting note (or any other relevant accounting document) to the email address from which it received the Agreement.
[Representations of the Parties]
- The Buyer confirms that it has been provided with the merXu Terms and Conditions together with the Program and accepted them. The Parties confirm in the Agreement the content of the Program. The provisions of the Program together with merXu Terms and Conditions constitute an integral part of the Agreement.
- The Buyer represents that the Seller is not a related party towards the Buyer. Related party has the meaning assigned thereto in the Commission Regulation (EC) No. 1126/2008 of 3 November 2008 adopting certain international accounting standards in accordance with Regulation (EC) No. 1606/2002 of the European Parliament and of the Council (OJ L 320, 29.11.2008, p. 1, as amended), i.e. IAS 24, with no relevance to the preparation of financial statements.
- The Buyer represents that as at the date of conclusion of the Agreement, the Seller does not have any mature receivables against the Buyer which could be a subject of set-off.
- The Buyer represents that there are no circumstances adversely affecting the validity and effectiveness of the Agreement.
In the event of a breach of the terms and conditions of the Program by the Buyer or if the prerequisites listed in clause 9.1 of the Program (Return of Compensation) occur, the Relevant merXu Company is entitled to rescind the Agreement within 2 (in words: two) years from the date of conclusion of the Agreement, in which case the assignment of the Claim will be deemed to have been cancelled and the Buyer will be obliged to return to the Relevant merXu Company the full Compensation it has received thereunder.
[Applicable law and jurisdiction]
- The Agreement and all legal relations relating hereto and arising herefrom shall be governed by the law of the country in which the Seller has its habitual residence. The United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods (CISG) and the Convention on the Limitation Period in the International Sale of Goods, drawn up in New York on 14 June 1974, are not applicable.
- Any disputes relating to the Agreement and any legal relations related hereto and arising herefrom shall be settled exclusively by the court having territorial jurisdiction over the Seller.
In the event that any provision of the Agreement proves or becomes invalid or unenforceable, the Parties shall immediately amend or supplement the Agreement in a manner that most faithfully represents the intention of the Parties expressed in the provision that has been held invalid or unenforceable.
- The Agreement has been concluded via email.
- Any amendments and supplements to the Agreement shall be in a form identical to that in which it was concluded otherwise shall be null and void.