Reservation of Proprietary Rights. 6.1 The delivered goods remain the property of the vendor until full payment has been made of all claims from the business relationship, including incidental claims, claims for compensation for damages and the cashing of cheques and bills. Authorised defect retentions in accordance with point 7.6, line 2 are taken into consideration. The reservation of proprietary rights also remains if individual claims of the vendor are recorded in a running account, balanced and recognised.
6.2 If goods subject to reservation of title are processed into a new chattel by the customer, then this processing is performed for the vendor without it acquiring obligations as a result. The new item becomes the property of the vendor. In the event of processing, mixing or combining with goods not belonging to the vendor, the vendor procures joint ownership of the new item based on the ratio of the invoice values of the goods subject to reservation of title to the overall value. The customer is only entitled to resell or install the goods subject to reservation of title provided that the receivables in accordance with line 6.3 are actually transferred to the vendor. Within orderly business transactions, the customer’s authority to resell, process or install goods that are subject to reservation of title ends with the vendor’s cancellation resulting from sustained deterioration in the customer’s financial situation, but by the time of its cessation of payments or the application for, or opening of, insolvency proceedings for its assets at the latest.
6.3 The customer would hereby assign the claims, with all ancillary rights, from the resale of the goods subject to reservation of title – including any account balance claims – to the vendor who accepts this. If the goods have been processed, mixed or combined, and if the vendor has acquired joint ownership of this amounting to the invoice values, it is entitled to a proportion of the purchase price based on the value of its share in the goods. If the customer sells the receivable as part of real factoring, the vendor’s claim becomes payable immediately and the customer assigns the substitute receivable against the factor to the vendor and immediately passes its proceeds from the sale on to the vendor. The vendor now accepts the assignment in this regard.
6.4 The customer is authorised to collect the assigned receivables, provided it meets its payment obligations. Authorisation to collect expires in the event of cancellation; but by t...
Reservation of Proprietary Rights. Each party reserves for itself all Proprietary Rights that it has not expressly granted to the other. Vendor shall not be limited in developing, using or marketing services or products which are similar to the Work Product or Professional Services provided hereunder, or, subject to Vendor’s confidentiality obligations to Customer, in using the Work Product or performing similar Professional Services for any other projects.
Reservation of Proprietary Rights. In the case of the purchase of Equipment the Equipment shall remain the property of Radiocoms until payment has been made in full. The Customer does not acquire any proprietary rights by incorporating the products into other devices.
Reservation of Proprietary Rights. Each party reserves for itself all Proprietary Rights that it has not expressly granted to the other. THYNK shall not be limited in developing, using or marketing services or products which are similar to the Deliverables or Professional Services provided hereunder, or, subject to THYNK's confidentiality obligations to Customer, in using the Deliverables or performing similar Professional Services for any other projects.
Reservation of Proprietary Rights. Goods remain GeBE's property until complete payment of the invoice. If an invoice is paid with a check that GeBE has not explicitly accepted as valid payment, the reservation of proprietary rights will stay in effect until the check has been successfully deposited. If goods that are under the reservation of proprietary rights are processed or changed, GeBE is still considered to be the manufacturer according to §950 BGB (German Federal Law). The customer has the right to sell goods that are under reservation of proprietary rights as part of proper business. Claims from reselling automatically pass to GeBE up to the amount of the total claim from this trade. At any point in time, GeBE can ask the customer for the name of the buyer and has the right to inform the buyer about the transition of the claim, as well as collect the claim directly from the buyer in case of an overdue payment. As long as a reservation of proprietary rights is in effect, the customer is not entitled to use the goods as security.
Reservation of Proprietary Rights. Licensee agrees and acknowledges that the Product and Documentation, including the HBV Data are the sole and exclusive property of SimplaGene and constitute valuable copyright, trade secret, and intellectual property of SimplaGene. Except for the License granted under paragraph 2.2, SimplaGene reserves all rights to the Product and Documentation. No title to or ownership of any Product or proprietary rights related to the Product or Documentation is transferred to Licensee under this Agreement.
Reservation of Proprietary Rights. 1. The goods remain our property until the payment of all, including future arising claims from our business relationship with the buyer. This also includes conditional claims.
2. The purchaser is entitled to dispose of reserved goods only in the context of ordinary business dealings; he is not permitted to make other dispositions, in particular as security transfer and pledging.
3. The buyer hereby assigns his claims from the resale of the reserved goods - including the corresponding claims from bills of exchange - with all ancillary rights to us. In the event that the reservation is sold by the buyer together with other goods not belonging to a total price, the assignment is only in the amount we have calculated for the co-sold reserved goods.
4. In the event that the claims of the buyer from the resale are included in a current account, the buyer hereby assigns his claims from the current account to his customers to us. The assignment is made in the amount that we have calculated for the resold reserved goods.
5. The buyer is entitled until revocation to collect the claims assigned to us. If the buyer defaults on the fulfillment of an obligation to us, he shall, at our request, notify the debtors in writing of the assignment, provide us with all information, submit documents, send us over, and surrender bills of exchange. He then has to grant us access to the reserved goods still in his possession, as well as the actual power of disposal over them. Moreover, he has to send us a detailed list of the goods, weed out the goods and at our request at any time surrender.
6. If the value of this security exceeds the amount of our claim by more than 30%, we will release the security of our choice at the request of the buyer.
7. The property of the seller is not lost even when the goods under retention of title are processed. When processing and connecting the goods supplied by us with other goods not belonging to us, we are entitled to the resulting co-ownership of the resulting goods in proportion to the value of the delivered goods to the connection. If the buyer acquires sole ownership of the new item, the buyer hereby grants us co-ownership of it and will hold it for us free of charge until it is sold in the ordinary course of business. The evaluation of the share of the goods delivered by us is exclusively ours.
Reservation of Proprietary Rights. 6.1 The products remain the property of XXXXXX until full payment has been received. The customer is not entitled to sell delivered products without written consent or before full payment for the products has been made.
6.2 If products owned by XXXXXX become an essential component of an item other than the main item, XXXXXX shall be entitled to co-ownership of the main item in proportion of the invoice value of the products to the value of the main item.
Reservation of Proprietary Rights. (1) The delivered goods (reserved goods) shall remain our property up until the full payment of all current and future demands in connection with the delivery agreement and an on-going business relationship (secured claims).
(2) The goods subject to the reservation of proprietary rights may not be pledged to third parties before full payment has been made in terms of the secured demands, nor may these be transferred for security deposit purposes. In case of liens, confiscations or other orders or actions by third parties in regards to the goods delivered by us, the ordering party has to be notified in writing as soon as possible. The ordering party shall be liable to us in terms of any losses incurred, should the third party be unable to reimburse the court and non-court costs of the respective complaint as per § 771 of the civil process order.
(3) If reserved ownership goods are processed or transformed by the Buyer, we are always deemed to be the manufacturer from a right in rem point of view within the meaning of Section 950 of the German Civil Code (BGB) without however assuming any liability for such. Should the reserved goods be combined with other third party objects, or should they be transformed, we shall acquire co-ownership in the new items in relation to the value of the reserved goods to the other processed items at the time of processing. Regarding the produced item, the same shall apply as in regards to the reserved goods. The ordering party shall be entitled to sell the reserved goods as part of their orderly business transactions; they shall, however, transfer all claims in the amount of the final facture amount (including value added tax) of our claim, to which they may be entitled due to an on-sale to their clients or third parties, which is independent of whether the reserved goods were sold on with or without processing. The ordering party shall retain the right to confiscate these claims, even after an according transfer. Our right to confiscate claims ourselves shall not be affected by this. We shall be obligated not to confiscate any demands, as long as the ordering party meets their payment obligations towards us, and there are no defects in terms of performance, and as long as we do not claim our proprietary rights as per the exercising of our rights as per the below par (5). Should we decide our confiscation rights, we may demand that the ordering party discloses the transferred demands to us as well as their debtors, and that th...
Reservation of Proprietary Rights. 10.1. The delivered merchandise shall remain the property of the Seller until full payment of the purchase price and all subsidiary claims.
10.2. The Seller likewise reserves proprietary rights to any and all merchandise already paid for by the Buyer and still in the Buyer’s custody, with respect to any and all open claims of the Seller, subject to applicable mandatory law.
10.3. Until the claims of the Seller have been fully discharged, any resale of the merchandise shall only be admissible in the normal course of business. The merchandise may therefore neither be pledged nor collateralised to third parties, nor otherwise disposed of in any unusual way.
10.4. The Buyer shall moreover assign to the Seller its purchase price claims with respect to every resale, regardless of whether or not this is admissible under Point 10.3. above, until full discharge of the Seller’s claims, and the Buyer shall take all the necessary steps to ensure that such assignment is also effective with respect to third parties. Such claims shall be deemed assigned to the Seller as of the time when they first come into force for the Buyer.
10.5. In event of the processing, mixing or combining of merchandise, the Seller shall acquire co-ownership. The extent of such co-ownership shall correspond proportionally to the ratio of the invoice value of the merchandise delivered by the Seller to the invoice value of the other material.
10.6. Should any merchandise or claims that belong to the Seller under these provisions be seized or otherwise subject to any third party rights, the Buyer shall immediately notify the Seller thereof and shall provide the Seller with all the information necessary to enable the Seller to assert its rights. The Buyer shall bear any and all costs in connection therewith.
10.7. In the event of default of payment, regardless of fault on the part of the Buyer, the Seller shall be entitled to reclaim the merchandise to which it has reserved proprietary rights. The Seller shall also be enti- tled to repossess the merchandise without the Buyer’s consent. The Buyer shall waive any claims in this respect, especially on grounds of forbearance or unlawful entry. Any such taking back of the xxxxxxx- xxxx shall only be for security reasons and shall not constitute any withdrawal from the contract on the part of the Seller.
