Under what conditions can an Engel & Volkers Purchaser exercise rights of offsetting and retention?
Engel_Volkers Franchise · 2025 FDDAnswer from 2025 FDD Document
We reserve the right to require payment for any shipment hereunder in advance, or satisfactory security, if the financial performance or credit worthiness of Purchaser is unsatisfactory to us. Such security includes, but is not limited to, execution by Purchaser of a promissory note, security agreement, financing statement and/or personal guarantee. If Purchaser fails to make payment in accordance with the terms of this agreement or otherwise fails to comply with any provision hereof, we may, at our option (and in addition to other remedies), cancel any unshipped portion of this order; in such event, Purchaser will remain liable for all unpaid accounts.
9. Place of performance and jurisdiction
For sales by any of the ENGEL & VÖLKERS Group of companies, the place of performance for delivery is the seller's registered head office in Hamburg, Germany. As far as these Terms of Sale and Supply do not contain specific regulations which provide for the contrary, the United Nations Convention on Contracts for the International Sales of Goods (1980) – CISG shall apply in addition. The place of performance for payment (also for bills of exchange and checks) and the place of jurisdiction for any disputes is Hamburg, Germany alone. The contractual relationship shall be subject to the laws of the Federal Republic of Germany. For sales by Franchisor, this agreement and all rights and obligations hereunder, including matters of construction, validity and performance, shall be governed by the internal laws of the State of New York, U.S.A., including the Uniform Commercial Code as enacted in that jurisdiction, without giving effect to the principles of conflicts of law thereof. Purchaser agrees that Franchisor or its
Source: Item 22 — CONTRACTS (FDD page 88)
What This Means (2025 FDD)
Based on the 2025 Engel & Volkers Franchise Disclosure Document, the franchisor reserves the right to require payment in advance or demand satisfactory security if the purchaser's financial performance or creditworthiness is deemed unsatisfactory. This security may include a promissory note, security agreement, financing statement, or personal guarantee.
If the purchaser fails to make payments as agreed or comply with any provision, Engel & Volkers has the option to cancel any unshipped portion of the order, in addition to other remedies. In such a case, the purchaser remains liable for all unpaid accounts.
For sales by any of the Engel & Volkers Group of companies, the place of performance for delivery is the seller's registered head office in Hamburg, Germany. The place of performance for payment (including bills of exchange and checks) and the place of jurisdiction for any disputes is Hamburg, Germany alone. The contractual relationship is subject to the laws of the Federal Republic of Germany. For sales by the Franchisor, this agreement is governed by the laws of the State of New York.