Common use of Reservation of Proprietary Rights Clause in Contracts

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 the time of default of payment by the customer or by the time of a significant deterioration in the customer’s financial situation at the latest. In such an instance, the vendor is hereby authorised by the customer to inform the purchaser of the assignment and to collect the receivables itself. The customer is obligated, upon request, to supply the vendor with an exact list of the receivables which are due to the customer with the name and address of the purchaser, the amount of the individual receivables, the invoice date, etc. and to provide the vendor with all the information necessary for asserting the assigned claims and to allow this information to be checked. 6.5 If the value of securities existing for the vendor exceeds more than 20% of all its claims, then the vendor, upon the request of the customer or a third party affected by the vendor’s overcollateralisation, is obligated to release securities of its choice to that extent. 6.6 Pledging as collateral goods subject to reservation of title or assigned claims, or transferring the above by way of security, is not permitted. The vendor is to be immediately notified of any pledging and provided details of the pledgee. 6.7 If the vendor takes back the object of delivery due to the reservation of title, then a withdrawal from the contract would only take place if the vendor expressly declares this. The vendor can satisfy its demands from the goods subject to reservation of title that are taken back through private sale. 6.8 The customer shall keep hold of the goods subject to reservation of title for the vendor free of charge. It is to insure them with customary coverage against the usual dangers; such as fire, theft and water. The customer hereby cedes to the vendor its claims for compensation, to which it is entitled from insurance companies or other parties with an obligation to compensation, resulting from damages of the nature described above to the amount of the invoice value of the goods. The vendor accepts this cession. 6.9 All claims and rights from the reservation of proprietary rights in all special forms defined in these terms and conditions remain in place until there is complete release from all contingent liabilities that the vendor has incurred on behalf of the customer.

Reservation of Proprietary Rights. 6.1 a. The delivered goods remain delivery item remains the property of the vendor contractor until full payment has all the contractor’s justified claims against the ordering party arising out of this business relationship have been made of all claims from fulfilled. b. The ordering party is permitted to convert or reshape (“Conversion”) 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 considerationdelivery item. 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 conversion is performed for the vendor without it acquiring obligations as a resultcontractor. The new item becomes However, if the property value of the vendor. In delivery item belonging to the event contractor is lower than the value of processing, mixing or combining with the goods not belonging to the vendorcontractor and/or the conversion, the vendor procures joint contractor acquires part-ownership in the new goods pro rata of the value (gross invoice value) of the converted delivery item to the value of the other converted goods and/or the conversion at the time of the conversion. If the contractor does not acquire part-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 the aforementioned, the contractor and ordering party are actually transferred in agreement that the ordering party shall grant the contractor part-ownership of the new goods pro rata of the value (gross invoice value) of the delivery item belonging to the vendor. Within orderly business transactions, contractor at the customer’s authority to resell, process or install value of the other converted 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 at the time of its cessation conversion. The aforementioned sentence applies mutatis mutandis in the case of payments irreversible amalgamation or if 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 delivery item is connected to goods subject to reservation of title – including any account balance claims – not belonging to the vendor who accepts thiscontractor. If the contractor acquires ownership or part-ownership according to this provision (Reservation of proprietary rights), the ordering party shall store the goods have been processedfor the contractor with the due care of a prudent and reasonable businessman. c. In the case of a sale of the delivery item, mixed or combined, and if the vendor has acquired joint ownership ordering party herewith assigns his claim out of this amounting the resale against his buyer with all the ancillary rights by way of security to the invoice valuescontractor who already accepts this now, it without the need for any further declarations. The assignment applies inclusive of any potential outstanding balance claims. However, the assignment only applies up to the first-priority amount which is equivalent to the price of the delivery item invoiced to the ordering party. Fulfilment of the pro rata claim assigned to the contractor shall be prioritized. d. If the ordering party connects the delivery item to properties (real estate), he also assigns to the contractor accepting this – without the requirement for any further declarations – the claim that he is entitled to a proportion as remuneration for the connection equivalent to the amount specified as the price for the delivery item in the invoice. e. Until revoked by the contractor, the ordering party has the right to enforce the claim assigned to the contractor in accordance with this provision (Reservation of proprietary rights). The ordering party shall immediately forward any payments to the purchase price based contractor made on the assigned claims up to the value of its share in the goodssecured claim. If there are any legitimate interests, in particular relating to a default in payment, stoppage of payment, opening of insolvency proceedings, protest of a xxxx of exchange or justified reasons for the customer sells assumption of heavy indebtedness or imminent danger of insolvency of the receivable as part of real factoringordering party, the vendorcontractor has the right to revoke the ordering party’s claim becomes payable immediately authorisation to enforce any claims. In addition the contractor can, upon giving reasonable notice, disclose the assignment for security, utilise the assigned claims, and demand that the customer assigns ordering party disclose the substitute receivable against the factor assignment for security to the vendor and immediately passes its proceeds from the sale on to the vendor. The vendor now accepts the assignment in this regardbuyers. 6.4 The customer f. If a legitimate interest is authorised to collect the assigned receivables, provided it meets its payment obligations. Authorisation to collect expires in the event of cancellation; but by the time of default of payment by the customer or by the time of a significant deterioration in the customer’s financial situation at the latest. In such an instancesubstantiated, the vendor is hereby authorised by the customer to inform the purchaser of the assignment and to collect the receivables itself. The customer is obligated, upon request, to supply the vendor with an exact list of the receivables which are due to the customer with the name and address of the purchaser, the amount of the individual receivables, the invoice date, etc. and to ordering party shall immediately provide the vendor contractor with all the information necessary for asserting the assigned claims contractor to enforce his rights against the buyer, and to allow this information to be checkedhand over the necessary documents. 6.5 If the value of securities existing for the vendor exceeds more than 20% of all its claims, then the vendor, upon the request of the customer or g. While a third party affected by the vendor’s overcollateralisation, is obligated to release securities of its choice to that extent. 6.6 Pledging as collateral goods subject to reservation of title proprietary rights is in existence, the ordering party is not permitted to pledge the goods or assigned claims, or transferring the above perform a transfer by way of security. In cases of attachments, is not permittedconfiscation or other powers of disposal or interventions by third parties, the ordering party shall inform the contractor at once. The vendor resale of the delivery item is only allowed to be immediately notified performed by resellers in the course of ordinary business and only with the proviso that payment of the countervalue of the delivery item to the ordering party is effected. The ordering party shall also make an agreement with the buyer that the buyer only acquires ownership upon this payment. h. In case of any pledging and provided details breaches of duty by the ordering party, in particular regarding defaults in payment, the contractor has the right, also without setting a deadline, to demand the handover of the pledgee. 6.7 If the vendor takes back the object of delivery due to the reservation of title, then item and/or – where necessary after setting a withdrawal from the contract would only take place if the vendor expressly declares this. The vendor can satisfy its demands from the goods subject to reservation of title that are taken back through private sale. 6.8 The customer shall keep hold of the goods subject to reservation of title for the vendor free of charge. It is to insure them with customary coverage against the usual dangers; such as fire, theft and water. The customer hereby cedes to the vendor its claims for compensation, to which it is entitled from insurance companies or other parties with an obligation to compensation, resulting from damages of the nature described above to the amount of the invoice value of the goods. The vendor accepts this cession. 6.9 All claims and rights from the reservation of proprietary rights in all special forms defined in these terms and conditions remain in place until there is complete release from all contingent liabilities that the vendor has incurred on behalf of the customer.deadline

Reservation of Proprietary Rights. 6.1 The delivered goods remain the property 1. Until all of the vendor current and future receivables arising from the purchase contract and an ongoing business relationship (secured receivables) have been completely paid, the Seller retains ownership of the sold goods. 2. The goods of which the Seller retains ownership may not be pledged to third parties nor assigned as security before complete payment of the secured receivables. The Seller must inform the Purchaser immediately in writing if a request for the opening of insolvency proceedings is submitted or to the extent that third parties have access to the goods belonging to the Seller (for example through deposits). 3. The Purchaser retains the right to have the goods at his disposal in the context of the regular course of busi- ness. If he makes a disposition, he hereby assigns the receivables against his customers arising from the sale with all ancillary rights to the Seller until full all receivables of the Seller have been repaid, up to the amount required to settle the outstanding balance with the Seller. The Seller hereby accepts this assignment. The Seller authorises the Purchaser (whereby the authorisation is revocable) to collect the receivables assigned to the Seller on his own behalf for the Seller’s reckoning. The collection authorisation can be revoked at any time if the Purchaser does not properly comply with his payment obligations. On request by the Seller, the Purchaser has been made the obligation to make known to his customers the receivables assignment described above and to share the information with the Seller. He must also deliver the documents required for assertion of all the rights that arise from the assignment vis-à-vis his customers. 4. If the reserved goods are processed by the Seller, it is agreed that the processing is on behalf and for the accounting of the Seller as manufacturer and the Seller acquires possession of the newly created object. In the event that the processing is done using textiles from several owners or the value of the processed object is higher than the value of the reserved goods, the Seller acquires joint ownership (fractional ownership) of the newly created object. In the event that such an acquisition of ownership does not occur for the Seller, the Purchaser now transfers his future ownership or -- in the condition mentioned above -- joint ownership of the newly created object to the Seller for good measure. If the reserved goods are bound to other objects to one single object or inseparably mixed, and if one of the other objects is to be considered the main component, the Seller transfers ownership of the object, to the extent that the main component belongs to him, to the Purchaser proportionally in the single object according to the relationship described above. 5. As a precaution, in the event of resale of the reserved goods, the Purchaser now assigns claims arising from this to the Seller against the acquiring party -- in the event of joint ownership with the Seller, proportionally in the reserved goods corresponding to the portion owned jointly. The same shall apply to any other receivables that take the place of reserved goods or otherwise arise regarding the reserved goods, such as for example insurance claims or claims from unlawful action in the business relationship, including incidental claims, claims for compensation for damages and the cashing event of cheques and bills. Authorised defect retentions in accordance with point 7.6, line 2 are taken into considerationloss or destruction. The reservation Seller authorises the Purchaser (whereby the authorisation is revocable) to collect the receivables assigned to the Seller on his own behalf. The Seller may only revoke this collection authorisation in case of proprietary rights also remains if individual claims an enforcement event. 6. Should a third party seize the reserved goods, in particular by means of a pledge, the Purchaser must imme- diately refer to the ownership of the vendor Seller and inform the Seller about the matter so that he is able to assert his right of ownership. To the extent that extra-judicial costs or costs from legal processes accrue to the Seller, and that these are recorded in entitled and cannot be collected from a running accountthird party, balanced and recognisedthe Seller shall be liable to the Purchaser for these costs. 6.2 If 7. On request, the Seller shall release the reserved goods subject to reservation of title are processed into a new chattel as well as the objects or receivables taking their place, as long as their value does not exceed the secured receivables by the customer, then this processing is performed for the vendor without it acquiring obligations as a resultmore than 10%. 8. The new item becomes Purchaser shall undertake to insure the property reserved goods against all warehouse risks and to prove exist- ence of this insurance upon request. He now assigns his insurance claims to the vendorSeller. The Seller hereby accepts the assignment. 9. In the event of processingconduct contrary to contract on the part of the Purchaser, mixing or combining with goods not belonging to the vendorin particular for non-payment of purchase price due, 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 Seller is entitled to a proportion withdraw from the contracts and the demand surrender of the purchase price based on the value of its share reserved goods in the goodsPurchaser’s possession. 10. If the customer sells the receivable as part The retention of real factoring, the vendor’s claim becomes payable immediately title according to this Number VIII shall not apply if 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 extent that a delivery in this regardaccord- ance with Number V.1 is made against prepayment. 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 the time of default of payment by the customer or by the time of a significant deterioration in the customer’s financial situation at the latest. In such an instance, the vendor is hereby authorised by the customer to inform the purchaser of the assignment and to collect the receivables itself. The customer is obligated, upon request, to supply the vendor with an exact list of the receivables which are due to the customer with the name and address of the purchaser, the amount of the individual receivables, the invoice date, etc. and to provide the vendor with all the information necessary for asserting the assigned claims and to allow this information to be checked. 6.5 If the value of securities existing for the vendor exceeds more than 20% of all its claims, then the vendor, upon the request of the customer or a third party affected by the vendor’s overcollateralisation, is obligated to release securities of its choice to that extent. 6.6 Pledging as collateral goods subject to reservation of title or assigned claims, or transferring the above by way of security, is not permitted. The vendor is to be immediately notified of any pledging and provided details of the pledgee. 6.7 If the vendor takes back the object of delivery due to the reservation of title, then a withdrawal from the contract would only take place if the vendor expressly declares this. The vendor can satisfy its demands from the goods subject to reservation of title that are taken back through private sale. 6.8 The customer shall keep hold of the goods subject to reservation of title for the vendor free of charge. It is to insure them with customary coverage against the usual dangers; such as fire, theft and water. The customer hereby cedes to the vendor its claims for compensation, to which it is entitled from insurance companies or other parties with an obligation to compensation, resulting from damages of the nature described above to the amount of the invoice value of the goods. The vendor accepts this cession. 6.9 All claims and rights from the reservation of proprietary rights in all special forms defined in these terms and conditions remain in place until there is complete release from all contingent liabilities that the vendor has incurred on behalf of the customer.