Common use of Reservation of ownership Clause in Contracts

Reservation of ownership. 5.1 We reserve the ownership of any and all goods we deliver until they have been paid for in full. 5.2 Before having paid for it in full, the Buyer may neither pledge nor assign the delivery item as security. The Buyer shall inform us in writing without delay in the event of seizure or any other such action on the part of third parties in order to enable us to seek a court injunction in accordance with § 771 of the German Code of Civil Procedure. If the Buyer fails to do so in due time he will be held liable for any damages caused. 5.3 The Buyer shall be entitled to resell the delivery item within the framework of proper business activity. The Buyer herewith and now assigns to us all receivables to the amount of the invoice value of the reserved goods which arise to him vis-à-vis the purchaser or third parties. Even after such assignment the Buyer shall remain authorised to collect such receivables provided he acts in accordance with the contract and is not subject to insolvency. Our entitlement to collect such receivables ourselves shall remain unaffected. We undertake to refrain from collecting such receivables provided that the Buyer meets his payment obligations to us in due form and is not subject to insolvency. If this is not the case we may then demand that the Buyer discloses to us the assigned claims and the related debtors, provides us with all details to enable collection, hands over the relevant documentation and notifies the debtors of this assignment. 5.4 If reserved goods are processed or altered, even together with other items that do not belong to us, then we shall be entitled to co-ownership of the new item according to the proportion of the invoice value of the reserved item vis-a-vis the value of the new item at the time of such processing or alteration. The Buyer shall store all items regarding which we have co-ownership for us at no cost. 5.5 If the value of the collateral provided to us should in total exceed the claims for which the collateral has been provided by more than 20 per cent then we shall be obliged to release collateral to such extent, if requested by the Buyer. It is our choice which collateral shall be released.

Appears in 3 contracts

Samples: German Receivables Purchase and Servicing Agreement (WABCO Holdings Inc.), Receivables Sale Agreement (WABCO Holdings Inc.), German Receivables Purchase and Servicing Agreement (WABCO Holdings Inc.)

AutoNDA by SimpleDocs

Reservation of ownership. 5.1 We reserve 6.1 The supplier reserves ownership in all goods/delivery items supplied by him until full payment – in payment by cheque or bill of exchange until encashment – of all his accounts receivable from the ownership of any and purchaser arising from the business relationship (conditional goods); in this respect all goods we deliver until they have been paid deliveries are deemed to be a connected delivery transaction. For open accounts the reserved property is deemed to be security for in fullthe amount outstanding. 5.2 Before having paid for it in full, the Buyer may 6.2 The purchaser shall neither pledge the conditional goods nor assign the delivery item transfer them as security. The Buyer He shall inform us in writing without delay the supplier immediately in the event of their seizure as well as attachment or any other such action on disposal by a third party. The purchaser is only entitled to sell the conditional goods or otherwise use them in the course of ordinary business activity. 6.3 Treatment and processing of the conditional goods are done for the supplier as manufacturer within the meaning of Article 950 of the German Civil Code (BGB), without liabilities thereby arising for the supplier. The treated and processed goods are deemed to be conditional goods. 6.4 If the conditional goods are combined by the purchaser with other objects into a single object, it is deemed to have been agreed that the purchaser transfers to the supplier proportionate co-ownership within the meaning of Article 947 Clause 1 of the German Civil Code (BGB) and retains the object for him in custody. If the other object is considered to be the main object, it is deemed to have been agreed that the purchaser transfers to the supplier proportionate co-ownership to the extent that he owns the main object. The rights of the supplier in items delivered by him which are not an essential part of third parties in order to enable us to seek a court injunction an object are not affected by this regulation. 6.5 If the purchaser sells the supplied goods in accordance with § 771 their intended use, he hereby assigns now already all accounts receivable due from his purchasers or a third party arising from the sale to the supplier with all subsidiary rights until the latter’s accounts receivable have been fully settled. The purchaser is authorised to collect these accounts receivable also subsequent to their assignment until such authorisation is withdrawn. 6.6 The supplier is entitled to rescind the collection authorisation for good reason, such as delayed payment, suspension of payment, significant deterioration in the assets of the German Code purchaser. The purchaser is obliged on request of Civil Procedure. If the Buyer fails supplier to do so in due time notify the third party purchasers of the assignment and to provide the supplier with the information he will be held liable for any damages causedrequires to asserts his rights as well as to hand over documents. 5.3 The Buyer shall be entitled to resell 6.7 In the delivery item within event of actions in breach of contract by the framework of proper business activity. The Buyer herewith and now assigns to us all receivables to purchaser, delayed payment, unauthorised disposal over the amount conditional goods, a significant deterioration in the assets of the invoice value purchaser, bill and cheque protest or if the opening of insolvency proceedings over the assets of the reserved goods which arise to him vis-à-vis purchaser is requested by the purchaser or third parties, or if the opening of such proceedings is refused due to lack of assets, the supplier is entitled to prohibit the treatment and processing as well as the sale of the conditional goods. Even after In these events the supplier is further entitled to take ownership of the conditional goods and for this purpose to enter the business of the purchaser, demand relevant information as well as undertake necessary inspection of his books. 6.8 The reclamation, but not the taking back or distraint of the conditional goods, is deemed to be a withdrawal from the contract. 6.9 The supplier shall release the securities held by him on demand of the purchaser if their value exceeds the accounts receivable to be secured by more than a total of 20 %. 6.10 If the purchaser or a third party applies for insolvency proceedings to be opened over the assets of the purchaser, or insolvency proceedings against the purchaser are opened by court order or the opening of such assignment proceedings is refused due to lack of assets, the Buyer shall remain authorised supplier is entitled to collect such receivables provided he acts in accordance with rescind the contract and is not subject to insolvency. Our entitlement to collect such receivables ourselves shall remain unaffected. We undertake to refrain from collecting such receivables provided that demand the Buyer meets his payment obligations to us in due form and is not subject to insolvency. If this is not the case we may then demand that the Buyer discloses to us the assigned claims and the related debtors, provides us with all details to enable collection, hands over the relevant documentation and notifies the debtors of this assignment. 5.4 If reserved goods are processed or altered, even together with other items that do not belong to us, then we shall be entitled to co-ownership immediate return of the new item according to the proportion of the invoice value of the reserved item vis-a-vis the value of the new item at the time of such processing or alteration. The Buyer shall store all items regarding which we have co-ownership for us at no costconditional goods. 5.5 If the value of the collateral provided to us should in total exceed the claims for which the collateral has been provided by more than 20 per cent then we shall be obliged to release collateral to such extent, if requested by the Buyer. It is our choice which collateral shall be released.

Appears in 2 contracts

Samples: General Terms of Supply and Payment, General Terms of Supply and Payment

Reservation of ownership. 5.1 10.1 We reserve retain the right to ownership of any and the delivered object until all goods we deliver until they payments from the delivery agreement have been paid for in full. 5.2 Before having paid for it in full, the Buyer may neither pledge nor assign the delivery item as securityreceived. The Buyer shall inform us in writing without delay in In the event of breach of contract by the customer, especially in the case of default of payment, we are entitled to take the delivered object back after a reasonable extended deadline has passed fruitlessly. Taking back the delivered object does not signify a withdrawal from the agreement, unless expressly declared by us in writing. The seizure of the delivered goodsobject by us invariably represents a withdrawal from the agreement. After repossessing taking back the de- livered goodsobject, we are authorised to sell themit; the proceeds from the sale will be deductedfrom the customer’s liabilities - minus reasonable realisation costs. 10.2 The customer is obliged to keep the delivered objects in safe custody for us and to treat them with care. 10.3 In the event of seizures or any other such third-party encroachments on our delivered objects, the customer must notify us immediately in writing so that we can take legal action on the part of third parties in order according to enable us to seek a court injunction in accordance with § 771 of the German Code of ZPO (Civil ProcedureProcedure Rules). If the Buyer fails third party is not in a position to do so in due time he will be held refund us the legal and out-of-court costs of a lawsuit according to § 771 ZPO (Civil Procedure Rules), the customer person ordering is liable for any damages causedthe loss incurred by us. 5.3 10.4 The Buyer shall be customer is entitled to resell re-sell the delivery item within delivered object in the framework normal course of proper business activitybusiness; however, he now already assigns us all demands amounting to the final invoice amount (including value-added tax) of our demand arising against his customers or third parties from the resale, regardless of whether the delivered object is re-sold with or without processing. The Buyer herewith and now assigns to us all receivables to the amount of the invoice value of the reserved goods which arise to him vis-à-vis the purchaser or third parties. Even after such assignment the Buyer shall remain customer is also authorised to collect such receivables provided he acts in accordance with this demand after the contract and is not subject to insolvencyassignment. Our entitlement authorisation to collect such receivables the demand ourselves shall remain unaffectedremains unaf- fected by this. We undertake However, we agree not to refrain from collecting such receivables provided that collect the Buyer meets demand as long as the customer fulfils his payment obligations to us from the collected revenue, does not fall behind in due form his payments, and in particular no ap- plication for commencement of insolvency proceedings has been filed or there is not subject to insolvencya suspension of payments. If However, if this is not the case case, we may then demand can request that the Buyer discloses to customer informs us of the assigned claims demands and the related debtorstheir debtor immediately, provides gives us with all details to enable necessary for their collection, hands over the relevant documentation and notifies the debtors debtor (third party) of this assignmentthe assignment immediately and informs us thereof by means of a copy/accompanying letter. 5.4 10.5 The processing or transformation of the delivered objects by the customer will always be carried out on our behalfby us. If reserved goods are the delivered object is processed or altered, even together with other items objects that do not belong to us, then we shall be entitled to acquire co-ownership of the new item according to object in the proportion ratio of the invoice value of the reserved item vis-a-vis the value of the new item delivered object (final invoice amount including value-added tax) to the other processed objects at the time of such processing or alterationprocessing. The Buyer shall store all items regarding same provisions apply otherwise for the object created by the aforesaid processingas for the object delivered with reservations. 10.6 lf the delivered object is inseparably mixed with other objects that do not belong to us, we acquire co- ownership of the new object in the ratio of the value of the delivered object (final invoice amount including value-added tax) to the other mixed objects at the time of mixing. If the mixing takes place in a way in which we have the customer’s object is to be regarded as the main object, it is considered agreed that the customer will transfer proportionate co-ownership to us. The customer will safeguard the cre- ated sole ownership or co-ownership for us at no costus. 5.5 If 10.7 At the customer’s request, we undertake to release the securities to which we are entitled insofar as the feasible value of our securities exceeds the collateral provided demands to us should in total exceed the claims for which the collateral has been provided be safeguarded by more than 20 per cent then 10 %; we shall be obliged are entitled to release collateral select the securities to such extent, if requested by the Buyer. It is our choice which collateral shall be released.

Appears in 1 contract

Samples: Standard Terms and Conditions of Business

Reservation of ownership. 5.1 We reserve the The Supplier shall retain ownership of any and all goods we deliver until they have been paid for in full. 5.2 Before having paid for it in full, the Products sold to the Buyer until full payment of the price, both principal and accessory, by the Buyer. Settlement shall mean the actual collection of the payment instrument and its entry in the Supplier's accounts (hereinafter the “Settlement”). The delivery of a document creating an obligation to pay does not constitute payment under this clause. Thus, failure to pay in full may neither pledge nor assign result in the delivery item as securitySupplier repossessing the unpaid Products. The Buyer is therefore obliged to insure the Products under retention of title and to stipulate in the insurance policy that any compensation shall be paid directly to the Supplier. The Buyer shall inform us provide the Supplier, at its first request, with any evidence of the insurance thus taken out. In accordance with Article L.624-16 of the French Commercial Code, the Supplier's claim may be exercised on movable property incorporated in writing another property when the separation of such property can be carried out without delay it suffering damage. In all cases, the return of the Products belonging to the Supplier shall be at the expense, risk and peril of the Purchaser. If necessary, the Supplier may claim the Products from any sub- purchaser. Furthermore, in the event of seizure resale, the claim may be exercised on the price of the goods or any other corresponding debt, including in the hands of any holder or assignee, and the Buyer undertakes to assist the Supplier in the recovery of these debts from the sub-purchasers. The Buyer shall keep the Products in such action on a way that they cannot be confused with others and can be identified as the part of third parties in order to enable us to seek a court injunction in accordance with § 771 property of the German Code Supplier; otherwise, if other Products of Civil Procedurethe same type were to be found at the Buyer's premises, they would be presumed to be those not yet paid for and our reservation of title would be exercised over them. Furthermore, in the event that the Products delivered are resold or processed prior to Settlement, all products of the same type and quality as those delivered during the last six (6) months by the Supplier and in the possession of the Buyer may be taken back for a value corresponding to the sums due. In all cases, in particular in the event of the opening of collective proceedings against the Buyer, the Supplier may carry out an inventory by any means of the products covered by this clause, without this option in any way releasing the Buyer or the bodies involved in the collective or other proceedings from their obligations. The Buyer may not pledge the Products or grant any right to a third party. In the event of sale and/or delivery of the products, either as is or after transformation or incorporation, the Buyer shall inform the third party purchaser of the existence of the retention of title clause, of the assignment of the claim in our favour and provide the Supplier with all the information and documents necessary for the collection of the assigned claim. If the Buyer fails to fulfil its obligation to return the goods immediately, it may be forced to do so in due time he will be held liable for by a simple summary order authorising the Supplier to take back the goods subject to its retention of title, at the Buyer's premises or at any damages caused. 5.3 The Buyer shall be entitled to resell other place, at the delivery item within the framework of proper business activity. The Buyer herewith and now assigns to us all receivables to the amount exclusive expense of the invoice value of the reserved goods which arise to him vis-à-vis the purchaser or third parties. Even after such assignment the Buyer shall remain authorised to collect such receivables provided he acts in accordance with the contract and is not subject to insolvency. Our entitlement to collect such receivables ourselves shall remain unaffected. We undertake to refrain from collecting such receivables provided that the Buyer meets his payment obligations to us in due form and is not subject to insolvency. If this is not the case we may then demand that the Buyer discloses to us the assigned claims and the related debtors, provides us with all details to enable collection, hands over the relevant documentation and notifies the debtors of this assignmentlatter. 5.4 If reserved goods are processed or altered, even together with other items that do not belong to us, then we shall be entitled to co-ownership of the new item according to the proportion of the invoice value of the reserved item vis-a-vis the value of the new item at the time of such processing or alteration. The Buyer shall store all items regarding which we have co-ownership for us at no cost. 5.5 If the value of the collateral provided to us should in total exceed the claims for which the collateral has been provided by more than 20 per cent then we shall be obliged to release collateral to such extent, if requested by the Buyer. It is our choice which collateral shall be released.

Appears in 1 contract

Samples: General Terms and Conditions of Sale

Reservation of ownership. 5.1 We reserve 9.1 The delivered goods remain our property until full payment of the agreed price for the entire order, or until the checks or bank drafts remitted for them have been cashed or redeemed. If there are other unpaid accounts receivable from the Purchaser at the time of delivery in addition to the amount owed to us from the order, we retain ownership of any and the goods delivered by us until all goods we deliver until they above- specified receivables have been paid for (extended reservation). The extended reservation applies to the balance if the receivables are in fulla current account. 5.2 Before having paid for it in full9.2 If the Purchaser treats or processes the delivered goods, then the Buyer may neither pledge nor assign the delivery item as security. The Buyer shall inform us in writing without delay treatment or processing is done on our behalf in the event sense that we obtain ownership of seizure or any the new object in a proportion that corresponds to the purchase value of the delivered object in relation to the total sales value of the new object at the time of processing. In case of processing with other such action goods not belonging to us on the part of third parties in order to enable us to seek a court injunction in accordance with § 771 of the German Code of Civil Procedure. If the Buyer fails to do so in due time he will be held liable for any damages caused. 5.3 The Buyer shall be entitled to resell the delivery item within the framework of proper business activity. The Buyer herewith and now assigns to us all receivables to the amount of the invoice value of the reserved goods which arise to him vis-à-vis the purchaser or third parties. Even after such assignment the Buyer shall remain authorised to collect such receivables provided he acts in accordance with the contract and is not subject to insolvency. Our entitlement to collect such receivables ourselves shall remain unaffected. We undertake to refrain from collecting such receivables provided that the Buyer meets his payment obligations to us in due form and is not subject to insolvency. If this is not the case Purchaser, we may then demand that the Buyer discloses to us the assigned claims and the related debtors, provides us with all details to enable collection, hands over the relevant documentation and notifies the debtors of this assignment. 5.4 If reserved goods are processed or altered, even together with other items that do not belong to us, then we shall be entitled to co-ownership of the new item according object produced in the ratio of the purchase value of our reserved goods used for the produced object to the proportion of the invoice sales value of the new object at the time of processing. 9.3 If the goods delivered under reservation of ownership are inseparably connected, mixed or combined with other goods, we obtain co-ownership of the entire amount to the extent of the proportional value of our delivery, §§ 947, 948 German Commercial Code. If the Purchaser obtains sole ownership from the connection, mixture or combination, he herewith assigns co-ownership to us in the ratio of the purchase price of the reserved item visgoods to the sales value of the newly produced goods at the time of connection, mixture or combination. We accept this assignment. In this case, the Purchaser shall store the goods of which we are co-aowners without charge. 9.4 The reservation of ownership is extended to all accounts receivable of the Purchaser obtained from the resale of the delivered goods or the sale of the produced goods. The receivables are assigned to us to the extent of the unpaid invoice amount. The Purchaser shall assign these future receivables as security at the time they arise. We accept this assignment. The Purchaser is entitled to dispose of the reserved goods or the produced goods only on the condition that its receivables for sales or compensation for work performed are assigned to us in accordance with the provisions above. The Purchaser is not entitled to other dispositions. 9.5 The Purchaser shall not be authorized to pledge the delivered goods or transfer ownership as security. The Purchaser must immediately notify us in case of pledges, as well as seizures or other dispositions by third parties. 9.6 Our protection rights do not prevent the Purchaser from disposing of the reserve goods or claims assigned to us as security within normal business operations. A normal business operation no longer exists if the Purchaser is more than one month in arrears on payment obligations to us after the onset of default, if the Purchaser's drafts are not honored, payment is ceased or insolvency proceedings are initiated. In this case, the Purchaser is obligated at our request to disclose the assignments to its customers, cease collecting the obligations and allow us to collect. At our request, the Purchaser is a further obligated to disclose the addresses of its third-vis party purchasers to us on first request. 9.7 If normal business operations no longer exist, we are entitled to take back the reserve goods at the Purchaser's expense. To the extent legally permissible, such a return, the assertion of the reservation of ownership and the placement of a lien on the object of delivery do not constitute a withdrawal from the contract. 9.8 At the request of the Purchaser we are obligated to release the securities due to us under the provisions above at our discretion, insofar as the realizable value of the securities to which we are entitled exceeds the obligations to be secured by more than 10% It is presumed that the prerequisites of the preceding sentence are satisfied if the estimated value of goods assigned for security and assigned receivables reaches or exceeds 150% of the value of the new item at secured claims. 9.9 In case of a violation of the time Purchaser' s obligations, in particular in case of such processing or alterationdefault in payment, we are entitled to demand the surrender of the delivered goods and/or to withdraw from the contract, even without setting a deadline; the Purchaser is obligated to surrender. The Buyer shall store all items regarding which we have co-ownership request for us at no costsurrender of the delivered goods does not constitute a declaration of withdrawal by us, unless this is stated in writing. 5.5 9.10 If we withdraw from the value of agreement, the collateral provided Purchaser is obligated to us should in total exceed the assign claims for surrender against third parties to us. Furthermore, in such case the Purchaser shall grant us the right to enter the premises to which the collateral conditional commodity has been provided by more than 20 per cent then we shall be obliged delivered and agree to release collateral allow us to such extent, if requested by reclaim the Buyer. It is our choice which collateral shall be releasedconditional commodity.

Appears in 1 contract

Samples: Terms and Conditions of Sale

Reservation of ownership. 5.1 We reserve the ownership of A) Any goods shall remain our property until any and all goods we deliver until they receivables, including future ones, arising from our business relations with Purchaser have been paid for in fulldischarged, including but not limited to conditional receivables. 5.2 Before having paid for it in full, the Buyer may neither pledge nor assign the delivery item as security. The Buyer shall inform us in writing without delay in the event of seizure or B) Should any other such action on the part of third parties in order to enable us to seek a court injunction in accordance with § 771 of the German Code of Civil Procedure. If the Buyer fails to do so in due time he will be held liable for any damages caused. 5.3 The Buyer shall be entitled to resell the delivery item conditional commodity within the framework meaning of proper business activitysects. The Buyer herewith 947 and now assigns to us all receivables to the amount of the invoice value of the reserved goods which arise to him vis-à-vis the purchaser or third parties. Even after such assignment the Buyer shall remain authorised to collect such receivables provided he acts in accordance with the contract and is not subject to insolvency. Our entitlement to collect such receivables ourselves shall remain unaffected. We undertake to refrain from collecting such receivables provided that the Buyer meets his payment obligations to us in due form and is not subject to insolvency. If this is not the case we may then demand that the Buyer discloses to us the assigned claims and the related debtors, provides us with all details to enable collection, hands over the relevant documentation and notifies the debtors of this assignment. 5.4 If reserved goods are 950 BGB [German Civil Code] be processed or altered, even together commingled with other items that do not belong to owned by us, then we shall be entitled to co-ownership of the a condominium share in any new item according so formed in the amount of any sales price charged to Purchaser, plus value-added tax. Purchaser shall safeguard any such item without charge to us. C) Purchaser may dispose of any such conditional commodities within the proportion ordinary course of its business operations, either against immediate payment or subject to reservation of ownership. Purchaser shall not be entitled to make any other dispositions, including but not limited to assignment by way of collateral and pledging. D) As of now, Purchaser shall assign its accounts receivable out of selling on any such conditional commodity — resale price incl. value-added tax — including any receivables under bills and together with all incidental rights. Should any conditional commodity be sold by Purchaser together with other goods not belonging to us subject to an overall price, assignment shall be made only in the invoice value amount charged by us to Purchaser for any conditional commodity sold along with other goods, including value-added tax. E) Should any account receivable of Purchaser under a resale be included in a current account, Purchaser shall assign, as of now, any receivables under said current account against its customer. Said assignment shall be in the reserved item visamount of any resale price charged, plus value-a-vis added tax. F) Until further notice, Purchaser shall be entitled to collect any receivables assigned to us. Assigning or pledging any such receivables shall be admissible only subject to our written consent. Should Purchaser's circumstances change in a manner making it unreasonable, in our view, to keep it granting terms of payment, Purchaser shall be held to notify, at our request, its debtor of said assignment, to submit, and dispatch to us, documents and to surrender any bills of exchange. For said purpose, Purchaser shall grant us, if necessary, access to its relevant records. G) Should the value of the new item at the time of any such processing or alteration. The Buyer shall store all items regarding which we have co-ownership for us at no cost. 5.5 If the value of the collateral provided to us should in total exceed the claims for which the collateral has been provided our receivables by more than 20 per cent then 20%, we shall, at Purchaser's request, release to such extent collateral at our election. H) Purchaser shall inform us, immediately and in writing, as to the access of any third party to conditional goods or receivables assigned to us, and support our intervention in any manner whatsoever. I) The costs of performing any duties set forth above of contributing to enforcing our rights under said reservation of ownership and all outlays made for safeguarding and storing the goods shall be obliged to release collateral to such extent, if requested borne by the Buyer. It is our choice which collateral shall be releasedPurchaser.

Appears in 1 contract

Samples: Terms of Sale, Purchase and Supply

Reservation of ownership. 5.1 We (1) The object of purchase shall remain our property until the receivables we are entitled to on the basis of the contract of purchase are set- tled. If purchaser is an entrepreneur in terms of the Austrian Busi- ness Enterprise Code, we shall reserve the ownership of any and all goods we deliver delivery items until they have been paid for in fullall payments from the business relationship are received. 5.2 Before having paid for it in full, the Buyer may neither pledge nor assign the delivery item as security(2) Pledging or transfer by way of security of items still subject to xxxxx- vation of ownership shall not be permitted. The Buyer Purchaser shall immedi- ately inform us in writing without delay in the event of seizure or about any other third party access (such action on the part of third parties in order to enable us to seek a court injunction in accordance with § 771 of the German Code of Civil Procedure. If the Buyer fails to do so in due time he will be held liable for any damages causedas pledging). 5.3 The Buyer (3) Purchaser shall be entitled to resell the delivery item items within the framework proper course of proper business activity. The Buyer herewith and now assigns business; however, they shall assign to us at this time all receivables to in the amount of the final invoice value of the reserved goods which arise to him vis-à-vis purchase- money claim owed by them (including sales tax) they incur by the purchaser re- sale against their customers or third parties, irrespective of whether the delivery items have been resold without or after processing. Even after such Pur- chaser shall be obliged to inform the third party upon conclusion of the contract about the assignment the Buyer made and to make a sufficient note about it in their books. Purchaser shall remain authorised authorized to collect such these receivables provided he acts in accordance with even after the contract and is not subject to insolvencyassignment. Our entitlement authorization to collect such the receivables ourselves shall remain unaffected. We undertake shall be obliged to refrain from collecting such not collect the receivables provided that the Buyer meets his ourselves as long as purchaser complies with their payment obligations according to the contract and no petition for the institution of insolvency proceedings is made. If one of the last- mentioned circumstances has arisen, purchaser shall inform us on demand about everything necessary to collect the assigned receiva- ble and shall deliver all related documents to us in due form and is not subject to insolvency. If this is not the case we may then demand that the Buyer discloses to us the assigned claims and the related debtors, provides us with all details to enable collection, hands over the relevant documentation and notifies shall inform the debtors of this (third parties) concerned about the assignment. 5.4 (4) The processing or alteration of the delivery item shall always be done for us. If reserved goods are the delivery item is processed or altered, even together with other items that we do not belong to usown, then we shall be entitled to acquire co-ownership of in the new item according in proportion of the value of the delivery item to the other processed items at the time of processing. In all other cases, the same shall apply to the item resulting from the processing as that which applies to the item delivered subject to reservation. If the delivery item is inseparably mingled with other items that we do not own, we shall acquire co- ownership in the new item in the proportion of the invoice value of the reserved deliv- ery item vis-a-vis to the value of other mingled items. If the new mingling occurs in a way that purchaser’s item at is to be considered the time of such processing or alteration. The Buyer main item, it shall store all items regarding which we have be understood that the contractual partner transfers co-ownership to us on a pro rata basis. The contractual partner shall store the wholly- owned or co-owned item for us at no costwhich results in this way. 5.5 If the value of the collateral provided to us should in total exceed the claims for which the collateral has been provided by more than 20 per cent then we shall be obliged to release collateral to such extent, if requested by the Buyer. It is our choice which collateral shall be released.

Appears in 1 contract

Samples: Sales Contracts

Reservation of ownership. 5.1 We reserve (1) The object of purchase shall remain our property until such times as the ownership accounts receivable in connection with the contract of any and all goods we deliver until they sale have been paid for in full. 5.2 Before having paid for it in full, settled. If the Buyer may neither pledge nor assign buyer is a merchant within the delivery item as security. The Buyer shall inform us in writing without delay in the event of seizure or any other such action on the part of third parties in order to enable us to seek a court injunction in accordance with § 771 meaning of the German Code Commercial Code, we shall reserve the right of Civil Procedure. If ownership to all objects of delivery until such times as all payments arising from the Buyer fails to do so in due time he will be held liable for any damages causedbusiness relationship have been received. 5.3 (2) The Buyer buyer shall be entitled to resell pass on or to sell the objects of delivery item within during the framework ordinary course of proper business activity. The Buyer herewith and with our consent only; in case, he shall here and now assigns assign all claims to us all receivables us, to the amount of the final invoice owed by him for the purchase price (including VAT), that are due to him from the sale from his customer or a third party, irrespective of whether the objects of delivery were sold in a processed or unprocessed state. The buyer shall still be authorised to collect these accounts receivable even after the assignment. Our authority to collect the accounts receivable shall remain. We shall undertake not to collect the accounts receivable as long as the buyer contractually satisfies his payment commitments and no application for insolvency proceedings is filed. If one of the last mentioned circumstances comes about, the buyer must provide us with all information at our request that are necessary to collect the assigned accounts receivable, hand over the corresponding documents as well, and inform the respective debtor (third party) of the assignment. (3) The object of delivery shall always be processed or reformed for us. If the goods delivered are inseparably assembled or mixed with goods that are a third party's property, then we shall acquire co-ownership in the new goods or the mixed stock. The proportion of title shall follow from the proportion of the value of the reserved goods which arise to him vis-à-vis delivered by us under retention of title and the purchaser or third partiesvalue of the other goods at the time of processing. Even after such assignment the Buyer The object created by processing shall remain authorised to collect such receivables provided he acts in accordance with the contract and is not be subject to insolvency. Our entitlement to collect such receivables ourselves shall remain unaffected. We undertake to refrain from collecting such receivables provided that the Buyer meets his payment obligations to us in due form and is not subject to insolvencysame provisions as the object delivered under reservation. If this the object of delivery is not the case we may then demand that the Buyer discloses to us the assigned claims and the related debtors, provides us with all details to enable collection, hands over the relevant documentation and notifies the debtors of this assignment. 5.4 If reserved goods are processed or altered, even together inseparably combined with other items that do objects not belong belonging to us, then we shall be entitled to acquire co-ownership of in the new item according object, proportionate to the proportion of the invoice value of the reserved item vis-a-vis the value of the new item at object of delivery to the time of other constituents. If mixing is performed in such processing or alteration. The Buyer a way that the buyer's object is to be viewed as the main object, it shall store all items regarding which we have be agreed that the buyer shall transfer proportionate co-ownership to us. The buyer shall keep the sole property or co-property thus created for us at no costus. 5.5 If (4) Insofar as the value of the collateral provided securities exceeds the accounts receivable to us should in total exceed the claims for which the collateral has been provided be secured by more than 20 per cent then we 20%, the seller shall be obliged to release collateral securities to such extent, if requested by which he is entitled upon demand of the Buyerbuyer. It is our choice which collateral shall We may choose the securities to be released.

Appears in 1 contract

Samples: Sales Contracts

AutoNDA by SimpleDocs

Reservation of ownership. 5.1 We reserve 6.1 The supplier reserves ownership in all goods/delivery items supplied by him until full payment – in payment by cheque or bill of exchange until encashment – of all his accounts receivable from the ownership of any and purchaser arising from the business relationship (conditional goods); in this respect all goods we deliver until they have been paid deliveries are deemed to be a connected delivery transaction. For open accounts the reserved property is deemed to be security for in fullthe amount outstanding. 5.2 Before having paid for it in full, the Buyer may 6.2 The purchaser shall neither pledge the conditional goods nor assign the delivery item transfer them as security. The Buyer He shall inform us in writing without delay the supplier immediately in the event of their seizure as well as attachment or any other such action on disposal by a third party. The purchaser is only entitled to sell the conditional goods or otherwise use them in the course of ordinary business activity. 6.3 Treatment and processing of the conditional goods are done for the supplier as manufacturer within the meaning of Article 950 of the German Civil Code (BGB), without liabilities thereby arising for the supplier. The treated and processed goods are deemed to be conditional goods. 6.4 If the conditional goods are combined by the purchaser with other objects into a single object, it is deemed to have been agreed that the purchaser transfers to the supplier proportionate co-ownership within the meaning of Article 947 Clause 1 of the German Civil Code (BGB) and retains the object for him in custody. If the other object is considered to be the main object, it is deemed to have been agreed that the purchaser transfers to the supplier proportionate co-ownership to the extent that he owns the main object. The rights of the supplier in items delivered by him which are not an essential part of third parties in order to enable us to seek a court injunction an object are not affected by this regulation. 6.5 If the purchaser sells the supplied goods in accordance with § 771 their intended use, he hereby assigns now already all accounts receivable due from his purchasers or a third party arising from the sale to the supplier with all subsidiary rights until the latter’s accounts receivable have been fully settled. The purchaser is authorised to collect these accounts receivable also subsequent to their assignment until such authorisation is withdrawn. 6.6 The supplier is entitled to rescind the collection authorisation for good reason, such as delayed payment, suspension of payment, significant deterioration in the assets of the German Code purchaser. The purchaser is obliged on request of Civil Procedure. If the Buyer fails supplier to do so in due time notify the third party purchasers of the assignment and to provide the supplier with the information he will be held liable for any damages causedrequires to asserts his rights as well as to hand over documents. 5.3 The Buyer shall be entitled to resell 6.7 In the delivery item within event of actions in breach of contract by the framework of proper business activity. The Buyer herewith and now assigns to us all receivables to purchaser, delayed payment, unauthorised disposal over the amount conditional goods, a significant deterioration in the assets of the invoice value purchaser, bill and cheque protest or if the opening of insolvency proceedings over the assets of the reserved goods which arise to him vis-à-vis purchaser is requested by the purchaser or third parties, or if the opening of such proceedings is refused due to lack of assets, the supplier is entitled to prohibit the treatment and processing as well as the sale of the conditional goods. Even after In these events the supplier is further entitled to take ownership of the conditional goods and for this purpose to enter the business of the purchaser, demand relevant information as well as undertake necessary inspection of his books. 6.8 The reclamation, but not the taking back or distraint of the conditional goods, is deemed to be a withdrawal from the contract. 6.9 The ·supplier shall release the securities held by him on demand of the purchaser if their value exceeds the accounts receivable to be secured by more than a total of 20 %. 6.10 If the purchaser or a third party applies for insolvency proceedings to be opened over the assets of the purchaser, or insolvency proceedings against the purchaser are opened by court order or the opening of such assignment proceedings is refused due to lack of assets, the Buyer shall remain authorised supplier is entitled to collect such receivables provided he acts in accordance with rescind the contract and is not subject to insolvency. Our entitlement to collect such receivables ourselves shall remain unaffected. We undertake to refrain from collecting such receivables provided that demand the Buyer meets his payment obligations to us in due form and is not subject to insolvency. If this is not the case we may then demand that the Buyer discloses to us the assigned claims and the related debtors, provides us with all details to enable collection, hands over the relevant documentation and notifies the debtors of this assignment. 5.4 If reserved goods are processed or altered, even together with other items that do not belong to us, then we shall be entitled to co-ownership immediate return of the new item according to the proportion of the invoice value of the reserved item vis-a-vis the value of the new item at the time of such processing or alteration. The Buyer shall store all items regarding which we have co-ownership for us at no costconditional goods. 5.5 If the value of the collateral provided to us should in total exceed the claims for which the collateral has been provided by more than 20 per cent then we shall be obliged to release collateral to such extent, if requested by the Buyer. It is our choice which collateral shall be released.

Appears in 1 contract

Samples: General Terms of Supply and Payment

Reservation of ownership. 5.1 We 4.1 The COMPANY shall reserve the ownership of GOODS delivered, until receipt of all payments due in terms of this AGREEMENT. Further, the COMPANY reserves ownership of retained GOODS until the CUSTOMER has paid any and all goods we deliver until they have been paid for further payments due in fullterms of this AGREEMENT of whatever nature. 5.2 Before having paid 4.2 In the event that the CUSTOMER defaults in payment, he shall deliver the GOODS to the COMPANY upon receipt of notice by the CUSTOMER from the COMPANY, without undue delay. 4.3 The COMPANY may elect without retracting from other remedies which may be available to it, to continue with the AGREEMENT or to cancel it and cancel the sale of any further GOODS to the CUSTOMER and to rely on the provisions of this clause to repossess those GOODS sold and delivered by the COMPANY to the CUSTOMER or to claim specific performance of all the CUSTOMER’S obligations whether or not such obligations would otherwise have fallen due for it performance, in fulleither event, without prejudice to the CUSTOMER’S rights to claim damages. 4.4 The CUSTOMER undertakes to handle the delivery items with care; in particular, he is obliged to insure them adequately at the reinstatement value against damage caused by fire, water, and theft at his expense. 4.5 In case of attachments or other intervention by third parties, the Buyer may neither pledge nor assign the delivery item as security. The Buyer CUSTOMER shall inform us in writing without delay in undue delay. The CUSTOMER shall be liable to us for the event judicial and extra-judicial costs of seizure or any other such necessary action on the part of third parties in order pursuant to enable us to seek a court injunction in accordance with § 771 of the German Code of Civil Procedure. If the Buyer fails to do so in due time he will be held liable for any damages causedthird-party action against execution. 5.3 4.6 The Buyer COMPANY shall retain the title to and copyrights in all offer documents; these may not be entitled made available to resell the delivery item within the framework of proper business activity. The Buyer herewith and now assigns to us all receivables to the amount of the invoice value of the reserved goods which arise to him vis-à-vis the purchaser or third parties. Even after such assignment the Buyer shall remain authorised to collect such receivables provided he acts in accordance with the contract and is not subject to insolvency. Our entitlement to collect such receivables ourselves shall remain unaffected. We undertake to refrain from collecting such receivables provided that the Buyer meets his payment obligations to us in due form and is not subject to insolvency. If this is not the case we may then demand that the Buyer discloses to us the assigned claims and the related debtors, provides us with all details to enable collection, hands over the relevant documentation and notifies the debtors of this assignmentwithout our express written consent. 5.4 If reserved goods are processed or altered, even together with other items that do not belong to us, then we shall be entitled to co-ownership of the new item according to the proportion of the invoice value of the reserved item vis-a-vis the value of the new item at the time of such processing or alteration. The Buyer shall store all items regarding which we have co-ownership for us at no cost. 5.5 If the value of the collateral provided to us should in total exceed the claims for which the collateral has been provided by more than 20 per cent then we shall be obliged to release collateral to such extent, if requested by the Buyer. It is our choice which collateral shall be released.

Appears in 1 contract

Samples: General Terms and Conditions of Sale and Delivery

Reservation of ownership. 5.1 We reserve the 7.1 The delivery item remains in our ownership of until any and all goods liabilities of the buyer, even if temporary or conditional, are satisfied, particularly those arising from this contract, other purchase, delivery and repair contracts, acquired claims as well as liabilities under current invoices (receivables) are satisfied. This also applies, if the price for certain deliveries as designated by the buyer is paid or if we deliver until they have been paid for accept a xxxx of exchange, cheque or other money orders. In the event that the reservation of ownership herewith expressly agreed upon is not recognised or only recognised in full. 5.2 Before having paid for it compliance with certain conditions by the laws of the country in full, the Buyer may neither pledge nor assign which the delivery item as security. The Buyer shall inform is located at any point in time, the buyer is obliged to advise us in writing without delay in of this fact at the event of seizure or any other such action on the part of third parties in order to enable us to seek a court injunction in accordance with § 771 latest upon formation of the German Code contract. It is obliged to cooperate with any and all measures (certifications, registrations etc.) which are required for the substantiation of Civil Procedure. If such reservation of ownership or for a corresponding security interest customary in said country; all arising expenses shall be borne by the Buyer fails to do so in due time he will be held liable for any damages causedbuyer. 5.3 7.2 The Buyer buyer shall be entitled to resell receive the delivery item during the term of our reservation of ownership (reserved property) in best condition and will execute the necessary repairs without delay and at its own cost. We shall have the right to inspect the reserved property at any time. 7.3 The buyer will take out, at its expense, adequate insurance for the reserved property against any conceivable damage. We shall have the right to advance the insurance premiums; these expenses are deemed part of the agreed upon price. The buyer herewith assigns any and all claims from this insurance policy to us and shall surrender without delay all documentation necessary for its enforcement. 7.4 Parts which have been exchanged by the buyer or any person authorised by it or which have been attached to the delivery item additionally are herewith – in so far as they have not become essential parts of the delivery item by being exchanged or attached – assigned to us for further security of the claims secured by the reservation of ownership; assignment of title shall become effective upon exchange or attachment of the parts. Attainment of physical possession shall be compensated for through the safeguarding of those items by the buyer free of charge and with the due diligence of a prudent businessman. 7.5 The buyer is entitled to sell the reserved property within the framework of proper business activitythe ordinary course of business. The Buyer In such a case, it herewith and now assigns to us all receivables in advance the right to remuneration against its contract partner in the amount of our invoice value. We accept the invoice value of assignation. In the event that we lose our ownership in the reserved goods which arise to him vis-à-vis property through processing, connection or mixing, the purchaser or third parties. Even after such assignment the Buyer shall remain authorised to collect such receivables provided he acts in accordance with the contract and is not subject to insolvency. Our entitlement to collect such receivables ourselves shall remain unaffected. We undertake to refrain from collecting such receivables provided that the Buyer meets his payment obligations buyer herewith assigns to us in due form advance a first priority portion of its claim against third parties acquired in connection with the processing, connection or mixing in the amount corresponding to the reserved property at the time of processing, connection or mixing. We accept the assignation. In case of delayed payments, we shall have the right to settle directly with the buyer’s contractual partners or debtors. In this case the buyer is obliged to provide us at our request with the information necessary to enact a direct settlement, to notify its contract partners of such a settlement and to promote a direct settlement with them. 7.6 Upon seizure or other similar measures of third parties, the buyer is not subject obliged to insolvencynotify us without delay and, if necessary, take appropriate immediate action. If this is not the case we may then demand that buyer sells our reserved property, it already assigns the Buyer discloses entire purchase price claim to us now as well as any and all accessory claims for the assigned claims and security of our claims, irrespective of whether the related debtorsgoods have been processed, provides us converted, assembled with all details or connected to enable collection, hands over the relevant documentation and notifies the debtors of this assignmentother goods. 5.4 If reserved goods are processed or altered, even together with other items that do not belong to us, then we shall be entitled to co-ownership of the new item according to the proportion of the invoice value of the reserved item vis-a-vis 7.7 Should the value of the new item at the time of such processing or alteration. The Buyer shall store all items regarding which we have co-ownership for us at no cost. 5.5 If the value of the collateral provided to us should claim and security interest assigned in total advance exceed the claims for which the collateral has been provided our claim by more than 20 per cent then 30 %, we shall, on request of the buyer, waive the right to the security interest and claims exceeding this amount at our own discretion. 7.8 Should buyer fail to meet its payment obligations or other obligations resulting from the reservation of ownership, the entire remaining debt will become due for payment with immediate effect, including bills of exchange with later maturity dates. In cases of delayed payment we are entitled to demand the immediate surrender of the reserved property and to dispose of it as well as possible at the buyer’s expense by sale on the open market; should the full amount not be recovered, the buyer will continue to be liable. 7.9 Taking back or seizing reserved property shall not be obliged to release collateral to such extent, if requested deemed as contract revocation unless opposed by the Buyer. It is our choice which collateral shall be releasedmandatory rules of law.

Appears in 1 contract

Samples: General Purchasing and Ordering Terms and Conditions

Reservation of ownership. 5.1 We reserve 6.1 The supplier reserves ownership in all goods/delivery items supplied by him until full payment - in payment by cheque or bill of exchange until encashment - of all his accounts receivable from the ownership of any and purchaser arising from the business relationship (conditional goods); in this respect all goods we deliver until they have been paid deliveries are deemed to be a connected delivery transaction. For open accounts the reserved property is deemed to be security for in fullthe amount outstanding. 5.2 Before having paid for it in full, the Buyer may 6.2 The purchaser shall neither pledge the conditional goods nor assign the delivery item transfer them as security. The Buyer He shall inform us in writing without delay the supplier immediately in the event of their seizure as well as attachment or any other such action on disposal by a third party. The purchaser is only entitled to sell the conditional goods or otherwise use them in the course of ordinary business activity. 6.3 Treatment and processing of the conditional goods are done for the supplier as manufacturer within the meaning of Article 950 of the German Civil Code (BGB), without liabilities thereby arising for the supplier. The treated and processed goods are deemed to be conditional goods. 6.4 If the conditional goods are combined by the purchaser with other objects into a single object, it is deemed to have been agreed that the purchaser transfers to the supplier proportionate co-ownership within the meaning of Article 947 Clause 1 of the German Civil Code (BGB) and retains the object for him in custody. If the other object is considered to be the main object, it is deemed to have been agreed that the purchaser transfers to the supplier proportionate co-ownership to the extent that he owns the main object. The rights of the supplier in items delivered by him which are not an essential part of third parties in order to enable us to seek a court injunction an object are not affected by this regulation. 6.5 If the purchaser sells the supplied goods in accordance with § 771 their intended use, he hereby assigns now already all accounts receivable due from his purchasers or a third party arising from the sale to the supplier with all subsidiary rights until the latter's accounts receivable have been fully settled. The purchaser is authorised to collect these accounts receivable also subsequent to their assignment until such authorisation is withdrawn. 6.6 The supplier is entitled to rescind the collection authorisation for good reason, such as delayed payment, suspension of payment, significant deterioration in the assets of the German Code purchaser. The purchaser is obliged on request of Civil Procedure. If the Buyer fails supplier to do so in due time notify the third party purchasers of the assignment and to provide the supplier with the information he will be held liable for any damages causedrequires to asserts his rights as well as to hand over documents. 5.3 The Buyer shall be entitled to resell 6.7 In the delivery item within event of actions in breach of contract by the framework of proper business activity. The Buyer herewith and now assigns to us all receivables to purchaser, delayed payment, unauthorised disposal over the amount conditional goods, a significant deterioration in the assets of the invoice value purchaser, bill and cheque protest or if the opening of insolvency proceedings over the assets of the reserved goods which arise to him vis-à-vis purchaser is requested by the purchaser or third parties, or if the opening of such proceedings is refused due to lack of assets, the supplier is entitled to prohibit the treatment and processing as well as the sale of the conditional goods. Even after In these events the supplier is further entitled to take ownership of the conditional goods and for this purpose to enter the business of the purchaser, demand relevant information as well as undertake necessary inspection of his books. 6.8 The reclamation, but not the taking back or distraint of the conditional goods, is deemed to be a withdrawal from the contract. 6.9 The supplier shall release the securities held by him on demand of the purchaser if their value exceeds the accounts receivable to be secured by more than a total of 20 %. 6.10 If the purchaser or a third party applies for insolvency proceedings to be opened over the assets of the purchaser, or insolvency proceedings against the purchaser are opened by court order or the opening of such assignment proceedings is refused due to lack of assets, the Buyer shall remain authorised supplier is entitled to collect such receivables provided he acts in accordance with rescind the contract and is not subject to insolvency. Our entitlement to collect such receivables ourselves shall remain unaffected. We undertake to refrain from collecting such receivables provided that demand the Buyer meets his payment obligations to us in due form and is not subject to insolvency. If this is not the case we may then demand that the Buyer discloses to us the assigned claims and the related debtors, provides us with all details to enable collection, hands over the relevant documentation and notifies the debtors of this assignment. 5.4 If reserved goods are processed or altered, even together with other items that do not belong to us, then we shall be entitled to co-ownership immediate return of the new item according to the proportion of the invoice value of the reserved item vis-a-vis the value of the new item at the time of such processing or alteration. The Buyer shall store all items regarding which we have co-ownership for us at no costconditional goods. 5.5 If the value of the collateral provided to us should in total exceed the claims for which the collateral has been provided by more than 20 per cent then we shall be obliged to release collateral to such extent, if requested by the Buyer. It is our choice which collateral shall be released.

Appears in 1 contract

Samples: General Terms of Supply and Payment

Reservation of ownership. 5.1 We reserve 2.1 Any goods delivered to the Customer by us shall remain our property (conditional commodities) until: a) the purchase price for the respective goods has not been settled, b) other debts that the Customer owes us at the time of conclusion of this Agreement on Specific Terms of Sale and Delivery have not been settled and c) any debts of the Customer towards us that will arise in the future will not be settled. 2.2 This shall apply also to any contingent debt claims of the Customer towards us, e.g. resulting from acceptor’s bills, and also in case payments are made for specially designated debt claims, and also to the debt claims that have been unilaterally established by the insolvency practitioner by the selection of fulfilment. 2.3 In case the goods supplied are treated or processed, this shall be done only on our behalf and we shall be the owner of the new items possibly resulting from the treatment or the processing. The Customer shall not acquire any claims towards us on account of the treatment or processing. To any contingent rights the Customer possibly acquired with regard to the goods supplied with the reservation of ownership, however, the following shall apply by way of exception: As to the treated or processed goods, he shall receive a contingent right of the acquisition of ownership the value of which has to be determined according to the part of the contractually agreed purchase price that has already been paid. In case our goods are connected to or mixed up with goods belonging to a third party as a consequence of the treatment or the processing or in any other way, we shall acquire the co-ownership of any and all goods we deliver until they have been paid for in fullthe result of this process. 5.2 Before having paid for it 2.4 The Customer shall be entitled to collect debt claims resulting from the resale in fullhis own name. He shall pay over to us the collected amounts corresponding to the invoice value of the conditional commodities. This authorization to collect shall laps upon our revocation, at the Buyer may neither pledge nor assign the delivery item as security. The Buyer shall inform us in writing without delay latest, however, in the event of seizure a delay in payment, if a check or any other such action on xxxx of exchange are not cashed or when a petition for the part opening of third parties bankruptcy proceedings is filed. We shall make use of our right to revoke only in order to enable us to seek a court injunction case we get aware of circumstances resulting in accordance with § 771 an essential deterioration of the German Code of Civil ProcedureCustomer’s financial situation endangering our right to getting paid. If Upon our request, the Buyer fails to do so Customer shall immediately inform his purchasers about the assignment made in due time he will be held liable our favour and provide us with the information and documents required for any damages caused. 5.3 The Buyer the collection. In no case the Customer shall be entitled to resell assign the delivery item within debt claims to another person. This shall apply as well to any factoring transactions, to which the framework Customer shall not be entitled either on account of proper business activity. our authorization to collect. 2.5 The Buyer herewith and now assigns Customer’s debt claims arising out of the resale of the conditional commodities shall be assigned to us all receivables right now together with any securities the Customer obtains for the assigned debt claims. They shall serve as securities to the amount same extent as the conditional commodities. If the conditional commodities are sold by the Customer together with any other goods that have not been sold by us, the debt claims arising out of the resale shall be assigned to us in the relation of the invoice value of the reserved conditional commodities to the invoice value of the other goods. Upon the sale of goods of which arise we are co-owners according to him vispara. 3, the part corresponding to our co-à-vis the purchaser or third partiesownership shall be assigned to us. Even after such assignment the Buyer shall remain authorised to collect such receivables provided he acts in accordance with the contract and is not subject to insolvency. Our entitlement to collect such receivables ourselves shall remain unaffected. We undertake to refrain from collecting such receivables provided that the Buyer meets his payment obligations In case goods belonging to us are processed in due form and is not subject the frame of a contract for work, the claim for the compensation for work amounting to insolvency. If this is not the case we may then demand that price invoiced by us for the Buyer discloses processed goods shall hereby be assigned to us the assigned claims and the related debtors, provides us with all details to enable collection, hands over the relevant documentation and notifies the debtors of this assignmentus. 5.4 If reserved goods are processed 2.6 In case the Customer’s payment is delayed or alteredif he does not cash a check or a xxxx of exchange upon maturity, even together with other items that do not belong to us, then we shall be entitled to co-ownership take back the conditional commodities and to enter for this purpose, if applicable, the premises or the warehouse of the new item according to the proportion Customer. The taking back of the invoice value of goods shall not be considered as a withdrawal from the reserved item vis-a-vis the value of the new item at the time of such processing or alteration. The Buyer shall store all items regarding which we have co-ownership for us at no costagreement. 5.5 If the value of the collateral provided to us should in total exceed the claims for which the collateral has been provided by more than 20 per cent then we shall be obliged to release collateral to such extent, if requested by the Buyer. It is our choice which collateral shall be released.

Appears in 1 contract

Samples: Specific Terms of Sale and Delivery

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!