Common use of Reservation of Title Clause in Contracts

Reservation of Title. 10.1 We reserve title and the right of disposal to the delivery items until the Customer has paid in full all of our current and future claims arising from the supply agreement and an active business relationship (secured claims). This includes checks and bills receivables, as well as receivables from current accounts or checking accounts. If in connection with a payment, a liability arising from a bill of exchange is created for us, this reservation of title remains effective until any recourse against us based on such bill of exchange is excluded. Before the aforementioned receivables of us are paid in full, the Customer may use delivered products within the ordinary course of business, unless a prohibition of assignment was or is agreed with the respective third parties for the claims the Customer assigned to us in advance according to Item 10.4. before the aforementioned receivables of us are paid in full, the Customer is also prohibited to pledge or transfer by way of security any delivered products and the Customer’s resellers may only resell delivered products within the ordinary course of business with the provision that the reseller receives payment from its customers and transfers such payments to us without undue delay. The Customer will bear any costs or expenses for interventions. 10.2 In the event of attachments, seizures or other official orders, as well as encroachments of third parties against our property, the Customer is obligated to promptly notify us. 10.3 In the event the Customer is in breach of contract, in particular in the case of payment in arrears, we are entitled to retake possession of the delivery item after reminding the Customer and the Customer is obligated to return the delivery item. 10.4 If we enforce our right to the retention of title or levies attachment against the delivery item, such measure does not represent withdrawal from the agreement, unless the provisions of the German Installment Sales Act [Abzahlungsgesetz] apply. 10.5 The Customer, hereby, assigns all of its claims in the amount of the proportionate amount of the our invoice, including VAT and all ancillary rights, that the Customer may have against its customers or third parties from such resale. The above provision also applies, if the Customer transfers its purchase price claim from the resale into a checking account agreed between the Customer and its customer or a third party. We, hereby, accept this assignment. 10.6 If the delivery item is installed on a real property in terms of a fixture or combined with movables of third parties or processed within the scope of a contract for work and services, the Customer, hereby, assigns its remuneration from such contract for work and services and/or its coownership share created thereby in the amount of the proportionate invoice amount of us, including VAT, for the processed goods subject to the reservation of title. We, hereby, accept this assignment. 10.7 The Customer is hereby authorized to collect the above assigned claims within the ordinary course of business, provided the Customer promptly transfers to us any incoming amounts. The authorization to collect assigned claims terminates, if the Customer defaults on its payments, application for judicial or extrajudicial insolvency proceedings is filed or in the case of a check or bill of exchange protest. 10.8 If delivery items became material components of a real property (fixtures), the Customer undertakes to allow us to deinstall those delivery items that can be removed without material negative effects on the building / structure and to retransfer to our ownership to the delivery items. If the Customer impairs our aforementioned rights, the Customer is obligated to pay us compensation. The Customer bears any incurred deinstallation and other associated cost. 10.9 If the fair market value of existing securities for our benefit exceeds our secured claims by more than 10% solely based on these provisions regarding reservation of title or together with other provided securities, we are obligated to release at its option provided securities accordingly, if the Customer requests the release of such securities. 10.10 We are authorized to insure the delivery item at the Customer’s expense against theft, fire, water and other damages, unless the Customer provides documentation that the customer has taken out the respective insurance policies. 10.11 In the event the Customer is in breach of contract, in particular in the case of payment in arrears, we are entitled to retake possession of the delivery item after reminding the Customer and the Customer is obligated to return the delivery item. If we enforce our right to the retention of title or levies attachment against the delivery item, such measure does not represent withdrawal from the agreement. 10.12 We are entitled to withdraw from the agreement and demand prompt return of the delivery item, if an application for the opening of insolvency proceedings has been filed.

Appears in 4 contracts

Samples: General Terms and Conditions, General Terms and Conditions, General Terms and Conditions

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Reservation of Title. 10.1 We reserve (1) The Vendor reserves title and the right of disposal to the delivery items delivered goods (reserved goods) until the Customer has paid in full receipt of all of our current and or future claims payments due arising from the supply agreement and an active business relationship (secured claims)with the custom- er, including balance claims in the current account. This includes checks and bills receivables, as well as receivables from current accounts or checking accounts. If in connection with In the event of a payment, a liability arising from a bill of exchange is created for us, this reservation of title remains effective until any recourse against us based on such bill of exchange is excluded. Before payment delay by the aforementioned receivables of us are paid in fullcustomer, the Customer Vendor is – after specify- ing a reasonable deadline for performance – entitled to take back the delivered goods and to otherwise utilize them. The customer shall bear the transportation costs incurred for the retaking of the goods by the Vendor. The retaking of the goods constitutes a withdrawal from the contract. A withdrawal also occurs in the event that the Vendor seizes the reserved goods. The Vendor may utilize reserved goods which he has taken back. The proceeds from such use shall be set off against the customer’s liabil- ities – less reasonable use costs. With- drawal from the contract shall not exclude any other claims including claims for dam- age compensation against the customer. (2) The customer is under an obligation to treat the delivered products within goods with care. The customer has the particular duty of insur- ing them for replacement value at its own cost against damages from fire, water and theft. (3) The customer is entitled to use and resell the delivered goods in the ordinary course of business, unless as long as there has been no delay in payment. However, the customer is not entitled to pledge the reserved goods or to transfer title in order to use it as a prohibition security. For the purpose of assignment was security, the customer hereby entirely transfers to the Vendor all claims accruing from the resale of the reserved goods as well as all other claims it becomes entitled to against its buyers or is agreed with the respective third parties for with respect of the reserved goods irrelevant of their legal basis (especially but not exclusive claims resulting from unlawful acts or claims to an insurance benefit) including all balance claims in the Customer assigned to us in advance according to Item 10.4current account. before The Vendor hereby accepts the aforementioned receivables of us are paid in full, the Customer is also prohibited to pledge or transfer by way of security any delivered products and the Customer’s resellers may only resell delivered products within the ordinary course of business with the provision that the reseller receives payment from its customers and transfers such payments to us without undue delaytransfer. The Customer remains authorized to col- lect the debt after the transfer for his ac- count and in his name for the Vendor as long as the Vendor does not revoke the authorization. The right of the Vendor to collect the debt himself remains unaffect- ed; however, the Vendor will bear any costs or expenses not assert the claims and revoke the authorization as long as the customer duly fulfills his con- tractual payment obligations towards the Vendor. However, in the event of a breach of con- tract by the customer – especially but not exclusive in case of a delayed payment – the Vendor may demand that the custom- er provides information on the transferred claims and the debtors, provides all infor- mation and documents necessary for interventionscol- lection, and notifies the debtors of the transfer. 10.2 (4) The processing or reconstruction of the reserved goods by the customer is always carried out on behalf of the Vendor. If the reserved goods are processed with other goods not belonging to the Vendor, the Vendor acquires co-ownership in the new goods in relation to the value of the re- served goods to the other processed goods at the time of the processing (final invoice amount including value-added tax). As to the goods arising from the pro- cessing, the same applies as for the goods delivered under reservation. If the reserved goods become inseparably combined or intermixed with other goods not belonging to the Vendor, the Vendor acquires co-ownership in the new goods in relation to the value of the reserved goods to the other combined or intermixed goods at the time of the combination or intermix- ture (final invoice amount including value- added tax). In the event that the combina- tion or intermixture is conducted in a way that the goods of attachmentsthe customer are to be seen as the main goods, seizures or other official ordersthe customer and the Vendor hereby agree to transfer proportionate co-ownership in the good to the Vendor. The Vendor hereby accepts the transfer. The sole/co-ownership of the goods cre- ated in this way shall be placed in custody by the customer on behalf of the Vendor. Apart from that, as well as encroachments to the sole/co- ownership of third parties against our propertythe goods created under this section, the Customer is obligated to promptly notify us. 10.3 In same applies as for the event the Customer is in breach of contract, in particular in the case of payment in arrears, we are entitled to retake possession of the delivery item after reminding the Customer and the Customer is obligated to return the delivery item. 10.4 If we enforce our right to the retention of title or levies attachment against the delivery item, such measure does not represent withdrawal from the agreement, unless the provisions of the German Installment Sales Act [Abzahlungsgesetz] apply. 10.5 The Customer, hereby, assigns all of its claims in the amount of the proportionate amount of the our invoicegoods delivered under reservation, including VAT and without limitation all ancillary rights, that the Customer may have against its customers or third parties from such resale. The above provision also applies, if the Customer transfers its purchase price claim from the resale into a checking account agreed between the Customer and its customer or a third party. We, hereby, accept this assignmentstipulations in para. 10.6 If the delivery item is installed on a real property in terms of a fixture or combined with movables of third parties or processed within the scope of a contract for work and services, the Customer, hereby, assigns its remuneration from such contract for work and services and/or its coownership share created thereby in the amount of the proportionate invoice amount of us, including VAT, for the processed goods subject to the reservation of title. We, hereby, accept this assignment. 10.7 The Customer is hereby authorized to collect the above assigned claims within the ordinary course of business, provided the Customer promptly transfers to us any incoming amounts. The authorization to collect assigned claims terminates, if the Customer defaults on its payments, application for judicial or extrajudicial insolvency proceedings is filed or in the case of a check or bill of exchange protest. 10.8 If delivery items became material components of a real property (fixtures), the Customer undertakes to allow us to deinstall those delivery items that can be removed without material negative effects on the building / structure and to retransfer to our ownership to the delivery items. If the Customer impairs our aforementioned rights, the Customer is obligated to pay us compensation. The Customer bears any incurred deinstallation and other associated cost. 10.9 If the fair market value of existing securities for our benefit exceeds our secured claims by more than 10% solely based on these provisions regarding reservation of title or together with other provided securities, we are obligated to release at its option provided securities accordingly, if the Customer requests the release of such securities. 10.10 We are authorized to insure the delivery item at the Customer’s expense against theft, fire, water and other damages, unless the Customer provides documentation that the customer has taken out the respective insurance policies. 10.11 In the event the Customer is in breach of contract, in particular in the case of payment in arrears, we are entitled to retake possession of the delivery item after reminding the Customer and the Customer is obligated to return the delivery item. If we enforce our right to the retention of title or levies attachment against the delivery item, such measure does not represent withdrawal from the agreement. 10.12 We are entitled to withdraw from the agreement and demand prompt return of the delivery item, if an application for the opening of insolvency proceedings has been filed.

Appears in 3 contracts

Samples: Distribution Agreement, Distribution Agreement, Distribution Agreement

Reservation of Title. 10.1 We reserve title and STÜKEN reserves the right of disposal to the property for the delivered object until all payments under the contract of delivery items until have been made in full. The Customer may neither pledge nor assign the Customer has paid delivered object for security. He must inform STÜKEN immediately in full all the case of our current and future claims arising from the supply agreement and an active business relationship (secured claims). This includes checks and bills receivables, pledges as well as receivables from current accounts seizure or checking accountsany other disposals by third parties. If in connection with a Should the Customer breach the terms of the written contract, including delinquent payment, a liability arising from a bill STÜKEN reserves the right to reclaim the goods and the Customer agrees to return said goods to STÜKEN. STÜKEN's assertion of exchange is created for us, this the reservation of title remains effective as well as the pledging of the delivered object shall not be deemed as a withdrawal from the contract. Further processing or rework of STÜKEN goods by the Customer may only be performed subsequent to receipt of written authorization from STÜKEN. Should the STÜKEN goods be further assembled or combined with other product/components which are not the property of STÜKEN, Customer shall grant to STÜKEN partial ownership of the created product in relation to the value of the STÜKEN goods to the created product. The Customer is entitled to sell the delivered goods - also after further processing - in usual and proper business transactions. However, he undertakes to reserve the right to ownership until any recourse against us based on such bill of exchange is excluded. Before the aforementioned receivables of us are his purchase price claim has been paid in full, . Independent of this the Customer may use delivered products within hereby assigns already the ordinary course of business, unless a prohibition of assignment was or accounts receivable against his buyer to which he is agreed entitled from the resale with the respective third parties for the claims the Customer assigned all secondary rights to us in advance according to Item 10.4STÜKEN. before the aforementioned receivables of us are paid in full, the Customer is also prohibited to pledge or transfer by way of security any delivered products and the Customer’s resellers may only resell delivered products within the ordinary course of business with the provision that the reseller receives payment from its customers and transfers such payments to us without undue delay. The Customer will bear any costs or expenses for interventions. 10.2 In the event of attachments, seizures or other official orders, the resale after processing the assignment shall apply as well as encroachments of third parties against our property, the Customer is obligated to promptly notify us. 10.3 In the event the Customer is in breach of contract, in particular in the case of payment in arrears, we are entitled to retake possession of the delivery item after reminding the Customer and the Customer is obligated to return the delivery item. 10.4 If we enforce our right to the retention of title or levies attachment against the delivery item, such measure does not represent withdrawal from the agreement, unless the provisions of the German Installment Sales Act [Abzahlungsgesetz] apply. 10.5 The Customer, hereby, assigns all of its claims in the amount of the proportionate amount sale value of the our invoice, including VAT and all ancillary rights, that the Customer may have against its customers or third parties from such resalereserved goods of STÜKEN. The above provision also applies, if the Customer transfers its purchase price claim from the resale into a checking account agreed between the Customer and its customer or a third party. We, hereby, accept this assignment. 10.6 If the delivery item buyer is installed on a real property in terms of a fixture or combined with movables of third parties or processed within the scope of a contract for work and services, the Customer, hereby, assigns its remuneration from such contract for work and services and/or its coownership share created thereby in the amount of the proportionate invoice amount of us, including VAT, for the processed goods subject to the reservation of title. We, hereby, accept this assignment. 10.7 The Customer is hereby authorized entitled to collect the above assigned claims within accounts receivable from the ordinary course of businessthird party buyer, provided undertakes however to remit these to STÜKEN immediately. STÜKEN reserves the Customer promptly transfers right to us any incoming amountsalso collect the account receivable directly from the third party buyer, who is to be named for this purpose. The authorization STÜKEN shall insofar release the securities held by him as their value shall exceed the accounts receivable to collect assigned claims terminates, if the Customer defaults on its payments, application for judicial or extrajudicial insolvency proceedings is filed or in the case of a check or bill of exchange protest. 10.8 If delivery items became material components of a real property (fixtures), the Customer undertakes to allow us to deinstall those delivery items that can be removed without material negative effects on the building / structure and to retransfer to our ownership to the delivery items. If the Customer impairs our aforementioned rights, the Customer is obligated to pay us compensation. The Customer bears any incurred deinstallation and other associated cost. 10.9 If the fair market value of existing securities for our benefit exceeds our secured claims by more than 10% solely based on these provisions regarding reservation a total of title or together with other provided securities, we are obligated to release at its option provided securities accordingly, if the Customer requests the release of such securities20 %. 10.10 We are authorized to insure the delivery item at the Customer’s expense against theft, fire, water and other damages, unless the Customer provides documentation that the customer has taken out the respective insurance policies. 10.11 In the event the Customer is in breach of contract, in particular in the case of payment in arrears, we are entitled to retake possession of the delivery item after reminding the Customer and the Customer is obligated to return the delivery item. If we enforce our right to the retention of title or levies attachment against the delivery item, such measure does not represent withdrawal from the agreement. 10.12 We are entitled to withdraw from the agreement and demand prompt return of the delivery item, if an application for the opening of insolvency proceedings has been filed.

Appears in 2 contracts

Samples: General Terms and Conditions of Sale and Delivery, General Terms and Conditions of Sale and Delivery

Reservation of Title. 10.1 We reserve 1. Unless expressly agreed otherwise, the title and in the right of disposal to the delivery items Goods shall remain vested in TBSLO until the price for the Goods is settled in full. If so requested by TBSLO, the Customer has paid shall, within 15 days, be obligated to sign an appropriate contract with a reservation of title clause and notarize its signature on such contract and perform, on its own costs, any other acts required for the reservation of title to be legally effective against the Customer’s creditors. 2. The Customer may not burden the Goods delivered with any third-party rights (such as, e.g. pledge or transfer of title for collateral). In case a third party would initiate any kind of proceedings for execution of its claim, the Customer shall be obligated to inform such third person of reservation of title over the Goods and shall also notify TBSLO thereof and provide it with such information as may be necessary to reject the third party’s claim. The Customer shall not settle such claim without having obtained an express approval of TBSLO. If the third party is not able to reimburse TBSLO for court and extra-judicial costs arising from such a claim, such costs shall be reimbursed by the Customer. 3. The Customer may resell the goods in full the normal course of business, in which case it is considered that at the time of reselling the goods, the Customer assigns TBSLO all of our current and future the claims arising from the supply agreement and an active business relationship sale up to the invoiced amount (secured claimsincluding VAT). This includes checks and bills receivables, as well as receivables from current accounts or checking accounts. If Unless otherwise specified in connection with a payment, a liability arising from a bill of exchange is created for us, this reservation of title remains effective until any recourse against us based on such bill of exchange is excluded. Before the aforementioned receivables of us are paid in fullnext sentence, the Customer shall be entitled to payment of these claims. TBSLO shall not collect the outstanding amounts as long as the Customer duly fulfils its payment obligations, is not in default with payment and, particularly, as long as no request for opening of insolvency proceedings is filed against the Customer. Should any of the aforementioned cases arise, TBSLO may use delivered products within require the Customer to provide TBSLO with the list of claims and debtors, all the information needed for collection, submit the relevant documents to TBSLO and notify the debtors of the claim assignment. Should any formal action be required in this respect, the Customer undertakes to carry it out at its own expense and without delay. 4. Customer may, in the ordinary course of business, unless merge the Goods with another goods, incorporate the Goods into a prohibition product or create a new product from the Goods. In that case, TBSLO acquires co-ownership on the new property in proportion to the value of assignment was or is agreed with the respective third parties for Goods in such product. Notwithstanding the claims the Customer assigned to us in advance according to Item 10.4. before the aforementioned receivables of us are paid in fullforegoing, the Customer is also prohibited to pledge or transfer by way of security any delivered products and the Customer’s resellers may only resell delivered products within the ordinary course of business with the provision that the reseller receives payment from its customers and transfers such payments to us without undue delay. The Customer will bear any costs or expenses for interventions. 10.2 In the event of attachments, seizures or other official orders, as well as encroachments of third parties against our property, the Customer is obligated to promptly notify us. 10.3 In the event the Customer is in breach of contract, in particular in the case of payment in arrears, we are entitled to retake possession freely dispose of the delivery item after reminding the Customer and the Customer is obligated to return the delivery itemnew property as long as it duly fulfils its obligations towards TBSLO. 10.4 If we enforce our right to the retention of title or levies attachment against the delivery item, such measure does not represent withdrawal from the agreement, unless the provisions of the German Installment Sales Act [Abzahlungsgesetz] apply. 10.5 The Customer, hereby, assigns all of its claims in the amount of the proportionate amount of the our invoice, including VAT and all ancillary rights, that the Customer may have against its customers or third parties from such resale. The above provision also applies, if the Customer transfers its purchase price claim from the resale into a checking account agreed between the Customer and its customer or a third party. We, hereby, accept this assignment. 10.6 If the delivery item is installed on a real property in terms of a fixture or combined with movables of third parties or processed within the scope of a contract for work and services, the Customer, hereby, assigns its remuneration from such contract for work and services and/or its coownership share created thereby in the amount of the proportionate invoice amount of us, including VAT, for the processed goods subject to the reservation of title. We, hereby, accept this assignment. 10.7 The Customer is hereby authorized to collect the above assigned claims within the ordinary course of business, provided the Customer promptly transfers to us any incoming amounts. The authorization to collect assigned claims terminates, if the Customer defaults on its payments, application for judicial or extrajudicial insolvency proceedings is filed or in the case of a check or bill of exchange protest. 10.8 If delivery items became material components of a real property (fixtures), the Customer undertakes to allow us to deinstall those delivery items that can be removed without material negative effects on the building / structure and to retransfer to our ownership to the delivery items. If the Customer impairs our aforementioned rights, the Customer is obligated to pay us compensation. The Customer bears any incurred deinstallation and other associated cost. 10.9 If the fair market value of existing securities for our benefit exceeds our secured claims by more than 10% solely based on these provisions regarding reservation of title or together with other provided securities, we are obligated to release at its option provided securities accordingly, if the Customer requests the release of such securities. 10.10 We are authorized to insure the delivery item at the Customer’s expense against theft, fire, water and other damages, unless the Customer provides documentation that the customer has taken out the respective insurance policies. 10.11 In the event the Customer is in breach of contract, in particular in the case of payment in arrears, we are entitled to retake possession of the delivery item after reminding the Customer and the Customer is obligated to return the delivery item. If we enforce our right to the retention of title or levies attachment against the delivery item, such measure does not represent withdrawal from the agreement. 10.12 We are entitled to withdraw from the agreement and demand prompt return of the delivery item, if an application for the opening of insolvency proceedings has been filed.

Appears in 2 contracts

Samples: General Terms and Conditions, General Terms and Conditions

Reservation of Title. 10.1 We reserve Xxxxx reserves title and the right of disposal to the delivery items delivered Goods until the Customer has paid in full all of our current and future claims arising from the supply agreement and an active business relationship (secured claims). This includes checks and bills receivables, as well as receivables from current accounts or checking accounts. If in connection with a payment, a liability arising from a bill of exchange is created for us, this reservation of title remains effective until any recourse against us based on such bill of exchange is excluded. Before the aforementioned above-mentioned receivables of us are paid in full, the Customer may not use the delivered products within the ordinary course of businessGoods, unless a prohibition of assignment was or is agreed with the respective third parties for the claims the Customer assigned to us Xxxxx in advance according to Item 10.4. before the aforementioned receivables of us are paid in full, the The Customer is also prohibited to pledge or transfer by way of security any delivered products and the Customer’s resellers Goods. Customer may only resell delivered products Goods within the ordinary course of business with the provision that the reseller once it receives payment from its customers and transfers such payments to us Xxxxx without undue delay. The Customer will bear any costs or expenses for interventions. 10.2 In the event of attachments, seizures or other official orders, as well as encroachments of third parties against our Xxxxx property, the Customer is obligated to promptly notify usXxxxx. 10.3 In the event the Customer is in breach of contract, in particular in the case of such as payment in arrears, we are Xxxxx is entitled to retake possession of the delivery item after reminding the Customer and the delivered Goods. The Customer is obligated to return the delivery itemGoods. 10.4 If we enforce our Xxxxx enforces its right to the retention of title or levies attachment against the delivery itemGoods, such measure does not represent withdrawal from the agreement, unless the provisions of the German Installment Sales Act [Abzahlungsgesetz] apply. 10.5 The Customer, hereby, assigns all of its claims in the amount of the proportionate amount of the our Xxxxx invoice, including VAT and all ancillary rights, that the Customer may have against its customers or third parties from such resale. The above provision also applies, if the Customer transfers its purchase price claim from the resale into a checking account agreed between the Customer and its customer or a third party. WeXxxxx, hereby, accept accepts this assignment. 10.6 If the delivery item delivered Goods is installed on a real property in terms of a fixture or combined with movables of third parties or processed within the scope of a contract for work and services, the Customer, hereby, assigns its remuneration from such contract for work and services and/or its coownership share created thereby in the amount of the proportionate invoice amount of usXxxxx, including VAT, for the processed goods subject to the reservation of title. WeXxxxx, hereby, accept accepts this assignment. 10.7 The Customer is hereby authorized to collect the above assigned claims within the ordinary course of business, provided the Customer promptly transfers to us Xxxxx any incoming amounts. The authorization to collect assigned claims terminates, if the Customer defaults on its payments, application for judicial or extrajudicial insolvency proceedings is filed or in the case of a check or bill xxxx of exchange protest. 10.8 If delivery items became material components of a real property (fixtures), the Customer undertakes to allow us Xxxxx to deinstall uninstall those delivery items delivered Goods that can be removed without material negative effects on the building / structure and to retransfer to our Xxxxx ownership to the delivery items. If the Customer impairs our aforementioned Xxxxx’ above-mentioned rights, the Customer is obligated to pay us Xxxxx compensation. The Customer bears any incurred deinstallation uninstallation and other associated cost. 10.9 If the fair market value of existing securities for our the benefit of Xxxxx exceeds our Xxxxx’ secured claims by more than 10% solely based on these provisions regarding reservation of title or together with other provided securities, we are Xxxxx is obligated to release at its option provided securities accordingly, if the Customer requests the release of such securities. 10.10 We are Xxxxx is authorized to insure the delivery item Goods at the Customer’s expense against theft, fire, water and other damages, unless the Customer provides documentation that the customer has taken out the respective insurance policies. 10.11 In the event the Customer is in breach of contract, in particular in the case of payment in arrears, we are Xxxxx is entitled to retake possession of the delivery item after reminding the Customer and the Customer is obligated to return the delivery item. If we enforce our Xxxxx enforces its right to the retention of title or levies attachment against the delivery item, such measure does not represent withdrawal from the agreement. 10.12 We are Xxxxx is entitled to withdraw from the agreement and demand prompt return of the delivery item, if an application for the opening of insolvency proceedings has been filed.

Appears in 1 contract

Samples: General Terms and Conditions

Reservation of Title. 10.1 We reserve title and STUEKEN reserves the right of disposal to the property for the delivered object until all payments under the contract of delivery items until have been made in full. The Customer may neither pledge nor assign the Customer has paid delivered object for security. He must inform STUEKEN immediately in full all the case of our current and future claims arising from the supply agreement and an active business relationship (secured claims). This includes checks and bills receivables, pledges as well as receivables from current accounts seizure or checking accountsany other disposals by third parties. If in connection with a Should the Customer breach the terms of the written contract, including delinquent payment, a liability arising from a bill STUEKEN reserves the right to reclaim the goods and the Customer agrees to return said goods to STUEKEN. XXXXXXX's assertion of exchange is created for us, this the reservation of title remains effective as well as the pledging of the delivered object shall not be deemed as a withdrawal from the contract. Further processing or rework of STUEKEN goods by the Customer may only be performed subsequent to receipt of written authorization from STUEKEN. Should the STUEKEN goods be further assembled or combined with other product/components which are not the property of STUEKEN, Customer shall grant to STUEKEN partial ownership of the created product in relation to the value of the STUEKEN goods to the created product. The Customer is entitled to sell the delivered goods - also after further processing - in usual and proper business transactions. However, he undertakes to reserve the right to ownership until any recourse against us based on such bill of exchange is excluded. Before the aforementioned receivables of us are his purchase price claim has been paid in full, . Independent of this the Customer may use delivered products within hereby assigns already the ordinary course of business, unless a prohibition of assignment was or accounts receivable against his buyer to which he is agreed entitled from the resale with the respective third parties for the claims the Customer assigned all secondary rights to us in advance according to Item 10.4STUEKEN. before the aforementioned receivables of us are paid in full, the Customer is also prohibited to pledge or transfer by way of security any delivered products and the Customer’s resellers may only resell delivered products within the ordinary course of business with the provision that the reseller receives payment from its customers and transfers such payments to us without undue delay. The Customer will bear any costs or expenses for interventions. 10.2 In the event of attachments, seizures or other official orders, the resale after processing the assignment shall apply as well as encroachments of third parties against our property, the Customer is obligated to promptly notify us. 10.3 In the event the Customer is in breach of contract, in particular in the case of payment in arrears, we are entitled to retake possession of the delivery item after reminding the Customer and the Customer is obligated to return the delivery item. 10.4 If we enforce our right to the retention of title or levies attachment against the delivery item, such measure does not represent withdrawal from the agreement, unless the provisions of the German Installment Sales Act [Abzahlungsgesetz] apply. 10.5 The Customer, hereby, assigns all of its claims in the amount of the proportionate amount sale value of the our invoice, including VAT and all ancillary rights, that the Customer may have against its customers or third parties from such resalereserved goods of STUEKEN. The above provision also applies, if the Customer transfers its purchase price claim from the resale into a checking account agreed between the Customer and its customer or a third party. We, hereby, accept this assignment. 10.6 If the delivery item buyer is installed on a real property in terms of a fixture or combined with movables of third parties or processed within the scope of a contract for work and services, the Customer, hereby, assigns its remuneration from such contract for work and services and/or its coownership share created thereby in the amount of the proportionate invoice amount of us, including VAT, for the processed goods subject to the reservation of title. We, hereby, accept this assignment. 10.7 The Customer is hereby authorized entitled to collect the above assigned claims within accounts receivable from the ordinary course of businessthird-party buyer, provided undertakes however to remit these to STUEKEN immediately. STUEKEN reserves the Customer promptly transfers right to us any incoming amountsalso collect the account receivable directly from the third-party buyer, who is to be named for this purpose. The authorization STUEKEN shall insofar release the securities held by him as their value shall exceed the accounts receivable to collect assigned claims terminates, if the Customer defaults on its payments, application for judicial or extrajudicial insolvency proceedings is filed or in the case of a check or bill of exchange protest. 10.8 If delivery items became material components of a real property (fixtures), the Customer undertakes to allow us to deinstall those delivery items that can be removed without material negative effects on the building / structure and to retransfer to our ownership to the delivery items. If the Customer impairs our aforementioned rights, the Customer is obligated to pay us compensation. The Customer bears any incurred deinstallation and other associated cost. 10.9 If the fair market value of existing securities for our benefit exceeds our secured claims by more than 10% solely based on these provisions regarding reservation a total of title or together with other provided securities, we are obligated to release at its option provided securities accordingly, if the Customer requests the release of such securities20 %. 10.10 We are authorized to insure the delivery item at the Customer’s expense against theft, fire, water and other damages, unless the Customer provides documentation that the customer has taken out the respective insurance policies. 10.11 In the event the Customer is in breach of contract, in particular in the case of payment in arrears, we are entitled to retake possession of the delivery item after reminding the Customer and the Customer is obligated to return the delivery item. If we enforce our right to the retention of title or levies attachment against the delivery item, such measure does not represent withdrawal from the agreement. 10.12 We are entitled to withdraw from the agreement and demand prompt return of the delivery item, if an application for the opening of insolvency proceedings has been filed.

Appears in 1 contract

Samples: General Terms and Conditions of Sale and Delivery

Reservation of Title. 10.1 We reserve 3.1 Dematic reserves title and the right of disposal to the delivery items all delivered goods until the Customer has paid in full satisfied all of our current and future claims arising from the supply agreement and an active accruing to Dematic under its business relationship with the Customer (secured claims“Reserved Goods”). This includes checks and bills receivables; in case of a current account relationship with the Customer, as well as receivables from current accounts or checking accounts. If in connection with a payment, a liability arising from a bill of exchange is created for us, this the reservation of title remains effective until any recourse against us based on such bill only corresponds to the respective outstanding balance claim. The Customer has to perform the necessary maintenance and inspection work of exchange the Reserved Goods at its own expense and risk. 3.2 The Customer is excluded. Before only authorised to resell the aforementioned receivables of us are paid Reserved Goods in full, the Customer may use delivered products within the ordinary course of business. However, unless a prohibition of assignment was or is agreed with the respective third parties for the claims the Customer assigned to us in advance according to Item 10.4. before the aforementioned receivables of us are paid in full, the Customer is also prohibited to pledge or transfer by way of security the Customer assigns to Dematic, effective immediately, any delivered products and all claims that accrue due to the resale of the Reserved Goods. The Customer remains authorised to collect such claims until Dematic revokes such authorisation. Dematic has the right to revoke such authorisation only if the Customer has breached its duties under the contractual relationship. Once a petition to open insolvency proceedings has been filed against the Customer’s resellers may only assets, the Customer no longer has the right to resell delivered products within or use the ordinary course of business Reserved Goods or to collect the associated claim. This provision will apply until such time as the petition to open insolvency proceed- ings has been withdrawn or finally rejected or until the insolvency proceedings have ended. 3.3 The Customer is obligated to handle the Reserved Goods with care and must, at its own expense, insure the provision that Reserved Goods adequately, at the reseller receives payment from its customers replacement value, against losses caused by burglary, breakage, fire, water, and transfers such payments any other damage and prove this to us without undue delayDematic upon request. The Customer will bear authorises Dematic, effective immediately, to assert any costs or expenses and all claims for interventionscompensation under these insurances. 10.2 3.4 Any processing or transformation of the delivered goods shall be for the benefit of Dematic. The processed or transformed delivered goods are consid- ered as Reserved Goods in terms of Section 3. 1. If the Reserved Goods are combined or mixed with articles that are not the property of Dematic, Dematic will acquire co-ownership of the newly manufactured article in a share corre- sponding to the value of the Reserved Goods to the value of the new article. If Dematic’s right of ownership expires because of processing, combination or mixing, the Customer assigns to Dematic, effective immediately, all ownership rights accruing to the Customer in the new article to the extent of the objective value of the Reserved Goods and will safeguard the new article, free of charge, for Dematic. Co-ownership rights of Dematic will be considered Reserved Goods as referred to in Section 3.1. 3.5 In the event of attachmentsattachment, seizures confiscations or any other official orders, as well as encroachments of disposals or interventions by third parties against our propertyparties, the Customer is obligated to promptly must notify usDematic immediately. 10.3 In the event the Customer is in breach of contract, in particular in the case of payment in arrears, we are entitled to retake possession of the delivery item after reminding the Customer and the Customer is obligated to return the delivery item. 10.4 If we enforce our right to the retention of title or levies attachment against the delivery item, such measure does not represent withdrawal from the agreement, unless the provisions of the German Installment Sales Act [Abzahlungsgesetz] apply. 10.5 The Customer, hereby, assigns all of its claims in the amount of the proportionate amount of the our invoice, including VAT and all ancillary rights, that the Customer may have against its customers or third parties from such resale. The above provision also applies, if the Customer transfers its purchase price claim from the resale into a checking account agreed between the Customer and its customer or a third party. We, hereby, accept this assignment. 10.6 If the delivery item is installed on a real property in terms of a fixture or combined with movables of third parties or processed within the scope of a contract for work and services, 3.6 Upon request by the Customer, hereby, assigns Dematic agrees to release a respective part of its remuneration from such contract for work and services and/or its coownership share created thereby in the amount of the proportionate invoice amount of us, including VAT, for the processed goods subject to the reservation of title. We, hereby, accept this assignment. 10.7 The Customer is hereby authorized to collect the above assigned claims within the ordinary course of businesssecurity interests, provided the Customer promptly transfers to us any incoming amounts. The authorization to collect assigned claims terminates, if the Customer defaults on its payments, application for judicial or extrajudicial insolvency proceedings is filed or in the case of a check or bill of exchange protest. 10.8 If delivery items became material components of a real property (fixtures), the Customer undertakes to allow us to deinstall those delivery items that can be removed without material negative effects on the building / structure and to retransfer to our ownership to the delivery items. If the Customer impairs our aforementioned rights, the Customer is obligated to pay us compensation. The Customer bears any incurred deinstallation and other associated cost. 10.9 If the fair market their value of existing securities for our benefit exceeds our secured claims by more than 10% solely based on these provisions regarding reservation of title or together with other provided securities, we are obligated each claim that is to release at its option provided securities accordingly, if the Customer requests the release of such securitiesbe secured. 10.10 We are authorized to insure the delivery item at the Customer’s expense against theft, fire, water and other damages, unless the Customer provides documentation that the customer has taken out the respective insurance policies. 10.11 In the event the Customer is in breach of contract, in particular in the case of payment in arrears, we are entitled to retake possession of the delivery item after reminding the Customer and the Customer is obligated to return the delivery item. If we enforce our right to the retention of title or levies attachment against the delivery item, such measure does not represent withdrawal from the agreement. 10.12 We are entitled to withdraw from the agreement and demand prompt return of the delivery item, if an application for the opening of insolvency proceedings has been filed.

Appears in 1 contract

Samples: General Terms and Conditions

Reservation of Title. 10.1 We reserve title and STÜKEN reserves the right of disposal to the property for the delivered object until all payments under the contract of delivery items until have been made in full. The Customer may neither pledge nor assign the Customer has paid delivered object for security. He must inform XXXXXX immediately in full all the case of our current and future claims arising from the supply agreement and an active business relationship (secured claims). This includes checks and bills receivables, pledges as well as receivables from current accounts seizure or checking accountsany other disposals by third parties. If in connection with a Should the Customer breach the terms of the written contract, including delinquent payment, a liability arising from a bill STÜKEN reserves the right to reclaim the goods and the Customer agrees to return said goods to STÜKEN. STÜKEN's assertion of exchange is created for us, this the reservation of title remains effective as well as the pledging of the delivered object shall not be deemed as a withdrawal from the contract. Further processing or rework of STÜKEN goods by the Customer may only be performed subsequent to receipt of written authorization from STÜKEN. Should the STÜKEN goods be further assembled or combined with other product/components which are not the property of STÜKEN, Customer shall grant to STÜKEN partial ownership of the created product in relation to the value of the STÜKEN goods to the created product. The Customer is entitled to sell the delivered goods - also after further processing - in usual and proper business transactions. However, he undertakes to reserve the right to ownership until any recourse against us based on such bill of exchange is excluded. Before the aforementioned receivables of us are his purchase price claim has been paid in full, . Independent of this the Customer may use delivered products within hereby assigns already the ordinary course of business, unless a prohibition of assignment was or accounts receivable against his buyer to which he is agreed entitled from the resale with the respective third parties for the claims the Customer assigned all secondary rights to us in advance according to Item 10.4STÜKEN. before the aforementioned receivables of us are paid in full, the Customer is also prohibited to pledge or transfer by way of security any delivered products and the Customer’s resellers may only resell delivered products within the ordinary course of business with the provision that the reseller receives payment from its customers and transfers such payments to us without undue delay. The Customer will bear any costs or expenses for interventions. 10.2 In the event of attachments, seizures or other official orders, the resale after processing the assignment shall apply as well as encroachments of third parties against our property, the Customer is obligated to promptly notify us. 10.3 In the event the Customer is in breach of contract, in particular in the case of payment in arrears, we are entitled to retake possession of the delivery item after reminding the Customer and the Customer is obligated to return the delivery item. 10.4 If we enforce our right to the retention of title or levies attachment against the delivery item, such measure does not represent withdrawal from the agreement, unless the provisions of the German Installment Sales Act [Abzahlungsgesetz] apply. 10.5 The Customer, hereby, assigns all of its claims in the amount of the proportionate amount sale value of the our invoice, including VAT and all ancillary rights, that the Customer may have against its customers or third parties from such resalereserved goods of STÜKEN. The above provision also applies, if the Customer transfers its purchase price claim from the resale into a checking account agreed between the Customer and its customer or a third party. We, hereby, accept this assignment. 10.6 If the delivery item buyer is installed on a real property in terms of a fixture or combined with movables of third parties or processed within the scope of a contract for work and services, the Customer, hereby, assigns its remuneration from such contract for work and services and/or its coownership share created thereby in the amount of the proportionate invoice amount of us, including VAT, for the processed goods subject to the reservation of title. We, hereby, accept this assignment. 10.7 The Customer is hereby authorized entitled to collect the above assigned claims within accounts receivable from the ordinary course of businessthird party buyer, provided undertakes however to remit these to STÜKEN immediately. STÜKEN reserves the Customer promptly transfers right to us any incoming amountsalso collect the account receivable directly from the third party buyer, who is to be named for this purpose. The authorization STÜKEN shall insofar release the securities held by him as their value shall exceed the accounts receivable to collect assigned claims terminates, if the Customer defaults on its payments, application for judicial or extrajudicial insolvency proceedings is filed or in the case of a check or bill of exchange protest. 10.8 If delivery items became material components of a real property (fixtures), the Customer undertakes to allow us to deinstall those delivery items that can be removed without material negative effects on the building / structure and to retransfer to our ownership to the delivery items. If the Customer impairs our aforementioned rights, the Customer is obligated to pay us compensation. The Customer bears any incurred deinstallation and other associated cost. 10.9 If the fair market value of existing securities for our benefit exceeds our secured claims by more than 10% solely based on these provisions regarding reservation a total of title or together with other provided securities, we are obligated to release at its option provided securities accordingly, if the Customer requests the release of such securities20 %. 10.10 We are authorized to insure the delivery item at the Customer’s expense against theft, fire, water and other damages, unless the Customer provides documentation that the customer has taken out the respective insurance policies. 10.11 In the event the Customer is in breach of contract, in particular in the case of payment in arrears, we are entitled to retake possession of the delivery item after reminding the Customer and the Customer is obligated to return the delivery item. If we enforce our right to the retention of title or levies attachment against the delivery item, such measure does not represent withdrawal from the agreement. 10.12 We are entitled to withdraw from the agreement and demand prompt return of the delivery item, if an application for the opening of insolvency proceedings has been filed.

Appears in 1 contract

Samples: General Terms and Conditions of Sale and Delivery

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Reservation of Title. 10.1 13.1 We reserve title to goods delivered and/or installed by us (“Conditional Goods”) until full satisfaction of all claims to which we are entitled now or later from the customer under the respective contracts and the right of disposal to the delivery items until the Customer has paid in full all of our current and future claims arising from the supply agreement and an active business relationship (secured claims). This includes checks and bills receivables, as well as receivables from current accounts or checking accounts. If in connection with a paymentthe business relationship with the customer, a liability arising from a bill regardless of exchange the legal basis thereof, that have arisen or existed at the time of conclusion of contract, or will arise in the future. 13.2 The customer is created for usentitled to resell, this process, mix or combine and subsequently sell Conditional Goods within the scope of extended reservation of title remains effective until any recourse against us based on such bill of exchange as long as this is excluded. Before the aforementioned receivables of us are paid done in full, the Customer may use delivered products within the ordinary course of business. The customer may not pledge the Conditional Goods nor transfer ownership thereto by way of security to third parties. The customer must notify us promptly in writing about any attachment or seizure of property, unless a prohibition or any other disposal by third parties. 13.3 Any processing or refashioning of assignment was Conditional Goods shall be done by the customer exclusively on our behalf. In cases where the customer combines or is agreed mixes Conditional Goods with other goods which are not our property, we shall acquire co-ownership in the respective third parties for new product in the claims proportion of the Customer assigned total value of this product to the invoiced value of the Conditional Goods. The new products resulting from such processing shall also be deemed to be Conditional Goods as specified herein. 13.4 The customer shall assign to us in advance according to Item 10.4. before the aforementioned receivables of us are paid and as a security all claims and accessory rights it has in full, the Customer is also prohibited to pledge or transfer by way of security any delivered products and the Customer’s resellers may only resell delivered products within the ordinary course of business connection with the provision that the reseller receives payment from its customers and transfers such payments to us without undue delay. The Customer will bear any costs or expenses for interventions. 10.2 In the event resale of attachments, seizures or other official orders, Conditional Goods as well as encroachments any claims it may have against its insurers. If the Conditional Goods are sold by the customer with other goods not belonging to us, regardless of third parties against our propertywhether without or after processing, the Customer is obligated above claims shall be deemed to promptly notify us. 10.3 In the event the Customer is in breach of contract, in particular in the case of payment in arrears, we are entitled have been assigned to retake possession of the delivery item after reminding the Customer and the Customer is obligated to return the delivery item. 10.4 If we enforce our right to the retention of title or levies attachment against the delivery item, such measure does not represent withdrawal from the agreement, unless the provisions of the German Installment Sales Act [Abzahlungsgesetz] apply. 10.5 The Customer, hereby, assigns all of its claims us in the amount of the proportionate amount invoice value of the Conditional Goods. Above assignment shall not constitute a deferral of our invoice, including VAT and all ancillary rights, that claim for payment against the Customer may have against its customers or third parties from such resale. The above provision also applies, if the Customer transfers its purchase price claim from the resale into a checking account agreed between the Customer and its customer or a third party. We, hereby, accept this assignmentcustomer. 10.6 If the delivery item is installed on a real property in terms of a fixture or combined with movables of third parties or processed within the scope of a contract for work and services, the Customer, hereby, assigns 13.5 The customer shall retain its remuneration from right to collect claims assigned to us despite such contract for work and services and/or its coownership share created thereby in the amount of the proportionate invoice amount of us, including VAT, for the processed goods subject to the reservation of titleassignment. We, hereby, accept this assignment. 10.7 The Customer is hereby authorized Our authority to collect the above claims ourselves is not affected thereby. For as long as the customer is not in default of payment, no petition has been filed for opening insolvency proceedings on the customer’s assets or such proceedings were rejected due to insufficiency of assets, and no suspension of payments has occurred, we will not collect such claims. If any of such events has occurred, the customer shall promptly notify us in writing about the claims assigned and the debtors of such claims, shall provide us with the necessary information and documents for collection of the claims, and shall inform the various debtors of the assignment of the claims within the ordinary course of business, provided the Customer promptly transfers to us any incoming amounts. The authorization to collect assigned claims terminates, if the Customer defaults on its payments, application for judicial or extrajudicial insolvency proceedings is filed or in the case of a check or bill of exchange protestwriting. 10.8 If delivery items became material components of a real property (fixtures)13.6 The customer shall maintain the Conditional Goods in proper condition and shall – to the extent the Conditional Goods are not built in –store them separately and mark the Conditional Goods as goods owned by us. 13.7 Upon the customer’s request, we shall reassign to the Customer undertakes customer our title to allow the Conditional Goods and the claims assigned to us to deinstall those delivery items that can be removed without material negative effects on such extent as the building / structure and to retransfer to our ownership to the delivery items. If the Customer impairs our aforementioned rights, the Customer is obligated to pay us compensation. The Customer bears any incurred deinstallation and other associated cost. 10.9 If the fair market value of existing securities for our benefit such collateral exceeds our secured the value of all claims we have against the customer by more than 10% solely based on these provisions regarding reservation of title or together with other provided securities, we are obligated to release at its option provided securities accordingly, if the Customer requests the release of such securities20 percent. 10.10 We are authorized to insure the delivery item at the Customer’s expense against theft, fire, water and other damages, unless the Customer provides documentation that the customer has taken out the respective insurance policies. 10.11 In the event the Customer is in breach of contract, in particular in the case of payment in arrears, we are entitled to retake possession of the delivery item after reminding the Customer and the Customer is obligated to return the delivery item. If we enforce our right to the retention of title or levies attachment against the delivery item, such measure does not represent withdrawal from the agreement. 10.12 We are entitled to withdraw from the agreement and demand prompt return of the delivery item, if an application for the opening of insolvency proceedings has been filed.

Appears in 1 contract

Samples: General Terms and Conditions

Reservation of Title. 10.1 We reserve title and 1. The Supplier shall retain the right of disposal to ownership over the delivery items Product until the Customer has paid in full all of our current and future claims arising payments due from the supply agreement and an active business relationship (secured claims). This includes checks and bills receivablesCustomer, on whatever legal grounds, as well as receivables from current accounts a result of the conclusion of this contract or checking accountswhich may arise in the future have been settled. If in connection with a payment, a liability arising from a bill of exchange is created for us, this The reservation of title remains effective until any recourse against us based on such bill does not exclude the right of exchange is excluded. Before the aforementioned receivables of us are paid in full, the Customer may use delivered products within to dispose of the supplied item in an ordinary course of business, unless a prohibition of assignment was business transaction or is agreed with the respective third parties for the claims the Customer assigned to us in advance according to Item 10.4. before the aforementioned receivables of us are paid in full, further process it providing the Customer is also prohibited to pledge or transfer by way of security any delivered products and not in arrears with its payments. This entitlement shall lapse if the Customer’s resellers may only resell delivered products within the ordinary course of business with the provision that the reseller receives payment from its customers and transfers such payments to us without undue delayCustomer suspends payment. The Customer will bear any costs or expenses for interventionsmay not give the item supplied in pledge and may not pledge it as security. 10.2 2. In the event of attachmentsresale of the supplied items, seizures regardless of whether doing so is permitted or other official orders, as well as encroachments of third parties against our propertynot, the Customer is obligated shall assign all claims and rights acquired as a result of this resale against its Customer to promptly notify usthe Supplier, to the equivalent of the value of the item supplied. The Supplier herewith accepts this assignment. The Customer shall be entitled to call in the assigned claims providing the Supplier does not withdraw this right. In any case, the Customer must transfer such called-in amounts immediately when the claims of the Supplier become due. Upon the request of the Supplier, the Customer must provide all details necessary to call the claims so that the Supplier may inform the debtor of the assignment and demand that payment be made to its account. 10.3 3. The Customer shall undertake any processing or further processing of the supplied items into a new item on behalf of the Supplier in such a way that no obligations arise therefrom for the Supplier. The Customer herewith grants the Supplier co-ownership in the new item in proportion of the value of the new item to the value of the item supplied. 4. In the event of combining, mixing or joining of the Customer is in breach of contractsupplied items with other goods not supplied by the Supplier, in particular the Supplier shall have co-ownership in the case of payment new item in arrears, we are entitled to retake possession proportion of the delivery item after reminding value of the Customer and supplied items to the Customer is obligated to return other goods at the delivery itemtime of the combining, mixing or joining. 10.4 If we enforce our right 5. The Customer undertakes to keep safe the retention items for the Supplier free of title or levies attachment against the delivery item, such measure does not represent withdrawal from the agreement, unless the provisions of the German Installment Sales Act [Abzahlungsgesetz] applycharge. 10.5 The Customer6. In the event that the supplied items are resold together with other goods regardless of whether further processed, herebymixed, assigns all combined or joined, then the agreed advance assignment set out in para 2 of its claims in this clause shall only apply to the amount of the proportionate amount value of the our invoice, including VAT and all ancillary rights, that supplied items which have been resold together with the other goods. 7. The value of the supplied items for the purposes of the above provision shall be the purchase price to be paid by the Customer may have against its customers to the Supplier in addition to a 20% surcharge. 8. In the event of a garnishment or third parties from such resaleany other risk to the reserved ownership rights or garnishments of the assigned claims, the Supplier shall be informed thereof immediately. The above provision also applies, if Customer shall provide all the Customer transfers its purchase price claim from documentation necessary for an intervention. Intervention costs shall in all cases be borne by the resale into a checking account agreed between the Customer and its customer or a third party. We, hereby, accept this assignmentlatter. 10.6 If the delivery item is installed on a real property in terms 9. The Supplier undertakes, at its own discretion upon request of a fixture or combined with movables of third parties or processed within the scope of a contract for work and services, the Customer, hereby, assigns its remuneration from such contract for work and services and/or its coownership share created thereby in the amount of the proportionate invoice amount of us, including VAT, for the processed goods subject to release securities acquired according to the reservation of title. We, hereby, accept this assignmentabove provision to the extent that their value exceeds the claim to be secured by 20%. 10.7 10. The Customer is hereby authorized to collect the above assigned claims within the ordinary course of business, provided the Customer promptly transfers to us any incoming amounts. The authorization to collect assigned claims terminates, if the Customer defaults on its payments, application for judicial or extrajudicial insolvency proceedings is filed or in the case of a check or bill of exchange protest. 10.8 If delivery items became material components of a real property (fixtures), the Customer undertakes to allow us to deinstall those delivery items that can be removed without material negative effects on the building / structure and to retransfer to our ownership to the delivery items. If the Customer impairs our aforementioned rights, the Customer is obligated to pay us compensation. The Customer bears any incurred deinstallation and other associated cost. 10.9 If the fair market value of existing securities for our benefit exceeds our secured claims by more than 10% solely based on these provisions regarding reservation of title or together with other provided securities, we are obligated to release at its option provided securities accordingly, if the Customer requests the release of such securities. 10.10 We are authorized obliged to insure the delivery item reserved goods against the usual risks (in particular the risk of destruction, loss, damage) at his own expense after the Customer’s expense against thefttransfer of risk. 11. I f reservations of title are not effective in a foreign country, fire, water and other damages, unless the Customer provides documentation that the customer has taken out the respective insurance policies. 10.11 In the event the Customer is in breach of contract, in particular in the case of payment in arrears, we are entitled to retake possession equivalent security rights of the delivery item after reminding the Customer and the Customer is obligated to return the delivery item. If we enforce our right to the retention country of title or levies attachment against the delivery item, such measure does not represent withdrawal from the agreementdestination shall be deemed expressly agreed. 10.12 We are entitled to withdraw from the agreement and demand prompt return of the delivery item, if an application for the opening of insolvency proceedings has been filed.

Appears in 1 contract

Samples: General Terms of Delivery

Reservation of Title. 10.1 We reserve title and STUEKEN reserves the right of disposal to the property for the delivered object until all payments under the contract of delivery items until have been made in full. The Customer may neither pledge nor assign the Customer has paid delivered object for security. He must inform STUEKEN immediately in full all the case of our current and future claims arising from the supply agreement and an active business relationship (secured claims). This includes checks and bills receivables, pledges as well as receivables from current accounts seizure or checking accountsany other disposals by third parties. If in connection with a Should the Customer breach the terms of the written contract, including delinquent payment, a liability arising from a bill STUEKEN reserves the right to reclaim the goods and the Customer agrees to return said goods to STUEKEN. STUEKEN's assertion of exchange is created for us, this the reservation of title remains effective as well as the pledging of the delivered object shall not be deemed as a withdrawal from the contract. Further processing or rework of STUEKEN goods by the Customer may only be performed subsequent to receipt of written authorization from STUEKEN. Should the STUEKEN goods be further assembled or combined with other product/components which are not the property of STUEKEN, Customer shall grant to STUEKEN partial ownership of the created product in relation to the value of the STUEKEN goods to the created product. The Customer is entitled to sell the delivered goods - also after further processing - in usual and proper business transactions. However, he undertakes to reserve the right to ownership until any recourse against us based on such bill of exchange is excluded. Before the aforementioned receivables of us are his purchase price claim has been paid in full, . Independent of this the Customer may use delivered products within hereby assigns already the ordinary course of business, unless a prohibition of assignment was or accounts receivable against his buyer to which he is agreed entitled from the resale with the respective third parties for the claims the Customer assigned all secondary rights to us in advance according to Item 10.4STUEKEN. before the aforementioned receivables of us are paid in full, the Customer is also prohibited to pledge or transfer by way of security any delivered products and the Customer’s resellers may only resell delivered products within the ordinary course of business with the provision that the reseller receives payment from its customers and transfers such payments to us without undue delay. The Customer will bear any costs or expenses for interventions. 10.2 In the event of attachments, seizures or other official orders, the resale after processing the assignment shall apply as well as encroachments of third parties against our property, the Customer is obligated to promptly notify us. 10.3 In the event the Customer is in breach of contract, in particular in the case of payment in arrears, we are entitled to retake possession of the delivery item after reminding the Customer and the Customer is obligated to return the delivery item. 10.4 If we enforce our right to the retention of title or levies attachment against the delivery item, such measure does not represent withdrawal from the agreement, unless the provisions of the German Installment Sales Act [Abzahlungsgesetz] apply. 10.5 The Customer, hereby, assigns all of its claims in the amount of the proportionate amount sale value of the our invoice, including VAT and all ancillary rights, that the Customer may have against its customers or third parties from such resalereserved goods of STUEKEN. The above provision also applies, if the Customer transfers its purchase price claim from the resale into a checking account agreed between the Customer and its customer or a third party. We, hereby, accept this assignment. 10.6 If the delivery item buyer is installed on a real property in terms of a fixture or combined with movables of third parties or processed within the scope of a contract for work and services, the Customer, hereby, assigns its remuneration from such contract for work and services and/or its coownership share created thereby in the amount of the proportionate invoice amount of us, including VAT, for the processed goods subject to the reservation of title. We, hereby, accept this assignment. 10.7 The Customer is hereby authorized entitled to collect the above assigned claims within accounts receivable from the ordinary course of businessthird party buyer, provided undertakes however to remit these to STUEKEN immediately. STUEKEN reserves the Customer promptly transfers right to us any incoming amountsalso collect the account receivable directly from the third party buyer, who is to be named for this purpose. The authorization STUEKEN shall insofar release the securities held by him as their value shall exceed the accounts receivable to collect assigned claims terminates, if the Customer defaults on its payments, application for judicial or extrajudicial insolvency proceedings is filed or in the case of a check or bill of exchange protest. 10.8 If delivery items became material components of a real property (fixtures), the Customer undertakes to allow us to deinstall those delivery items that can be removed without material negative effects on the building / structure and to retransfer to our ownership to the delivery items. If the Customer impairs our aforementioned rights, the Customer is obligated to pay us compensation. The Customer bears any incurred deinstallation and other associated cost. 10.9 If the fair market value of existing securities for our benefit exceeds our secured claims by more than 10% solely based on these provisions regarding reservation a total of title or together with other provided securities, we are obligated to release at its option provided securities accordingly, if the Customer requests the release of such securities20 %. 10.10 We are authorized to insure the delivery item at the Customer’s expense against theft, fire, water and other damages, unless the Customer provides documentation that the customer has taken out the respective insurance policies. 10.11 In the event the Customer is in breach of contract, in particular in the case of payment in arrears, we are entitled to retake possession of the delivery item after reminding the Customer and the Customer is obligated to return the delivery item. If we enforce our right to the retention of title or levies attachment against the delivery item, such measure does not represent withdrawal from the agreement. 10.12 We are entitled to withdraw from the agreement and demand prompt return of the delivery item, if an application for the opening of insolvency proceedings has been filed.

Appears in 1 contract

Samples: General Terms and Conditions of Sale and Delivery

Reservation of Title. 10.1 We reserve title and STUEKEN reserves the right of disposal to the property for the delivered object until all payments under the contract of delivery items until have been made in full. The Customer may neither pledge nor assign the Customer has paid delivered object for security. He must inform STUEKEN immediately in full all the case of our current and future claims arising from the supply agreement and an active business relationship (secured claims). This includes checks and bills receivables, pledges as well as receivables from current accounts seizure or checking accountsany other disposals by third parties. If in connection with a Should the Customer breach the terms of the written contract, including delinquent payment, a liability arising from a bill STUEKEN reserves the right to reclaim the goods and the Customer agrees to return said goods to STUEKEN. STUEKEN's assertion of exchange is created for us, this the reservation of title remains effective as well as the pledging of the delivered object shall not be deemed as a withdrawal from the contract. Further processing or rework of STUEKEN goods by the Customer may only be performed subsequent to receipt of written authorization from STUEKEN. Should the STUEKEN goods be further assembled or combined with other product/components which are not the property of STUEKEN, Customer shall grant to STUEKEN partial ownership of the created product in relation to the value of the STUEKEN goods to the created product. The Customer is entitled to sell the delivered goods - also after further processing - in usual and proper business transactions. However, he undertakes to reserve the right to ownership until any recourse against us based on such bill of exchange is excluded. Before the aforementioned receivables of us are his purchase price claim has been paid in full, . Independent of this the Customer may use delivered products within hereby assigns already the ordinary course of business, unless a prohibition of assignment was or accounts receivable against his buyer to which he is agreed entitled from the resale with the respective third parties for the claims the Customer assigned all secondary rights to us in advance according to Item 10.4STUEKEN. before the aforementioned receivables of us are paid in full, the Customer is also prohibited to pledge or transfer by way of security any delivered products and the Customer’s resellers may only resell delivered products within the ordinary course of business with the provision that the reseller receives payment from its customers and transfers such payments to us without undue delay. The Customer will bear any costs or expenses for interventions. 10.2 In the event of attachments, seizures or other official orders, the resale after processing the assignment shall apply as well as encroachments of third parties against our property, the Customer is obligated to promptly notify us. 10.3 In the event the Customer is in breach of contract, in particular in the case of payment in arrears, we are entitled to retake possession of the delivery item after reminding the Customer and the Customer is obligated to return the delivery item. 10.4 If we enforce our right to the retention of title or levies attachment against the delivery item, such measure does not represent withdrawal from the agreement, unless the provisions of the German Installment Sales Act [Abzahlungsgesetz] apply. 10.5 The Customer, hereby, assigns all of its claims in the amount of the proportionate amount sale value of the our invoice, including VAT and all ancillary rights, that the Customer may have against its customers or third parties from such resalereserved goods of STUEKEN. The above provision also applies, if the Customer transfers its purchase price claim from the resale into a checking account agreed between the Customer and its customer or a third party. We, hereby, accept this assignment. 10.6 If the delivery item buyer is installed on a real property in terms of a fixture or combined with movables of third parties or processed within the scope of a contract for work and services, the Customer, hereby, assigns its remuneration from such contract for work and services and/or its coownership share created thereby in the amount of the proportionate invoice amount of us, including VAT, for the processed goods subject to the reservation of title. We, hereby, accept this assignment. 10.7 The Customer is hereby authorized entitled to collect the above assigned claims within accounts receivable from the ordinary course of businessthird-party buyer, provided undertakes however to remit these to STUEKEN immediately. STUEKEN reserves the Customer promptly transfers right to us any incoming amountsalso collect the account receivable directly from the third-party buyer, who is to be named for this purpose. The authorization STUEKEN shall insofar release the securities held by him as their value shall exceed the accounts receivable to collect assigned claims terminates, if the Customer defaults on its payments, application for judicial or extrajudicial insolvency proceedings is filed or in the case of a check or bill of exchange protest. 10.8 If delivery items became material components of a real property (fixtures), the Customer undertakes to allow us to deinstall those delivery items that can be removed without material negative effects on the building / structure and to retransfer to our ownership to the delivery items. If the Customer impairs our aforementioned rights, the Customer is obligated to pay us compensation. The Customer bears any incurred deinstallation and other associated cost. 10.9 If the fair market value of existing securities for our benefit exceeds our secured claims by more than 10% solely based on these provisions regarding reservation a total of title or together with other provided securities, we are obligated to release at its option provided securities accordingly, if the Customer requests the release of such securities20 %. 10.10 We are authorized to insure the delivery item at the Customer’s expense against theft, fire, water and other damages, unless the Customer provides documentation that the customer has taken out the respective insurance policies. 10.11 In the event the Customer is in breach of contract, in particular in the case of payment in arrears, we are entitled to retake possession of the delivery item after reminding the Customer and the Customer is obligated to return the delivery item. If we enforce our right to the retention of title or levies attachment against the delivery item, such measure does not represent withdrawal from the agreement. 10.12 We are entitled to withdraw from the agreement and demand prompt return of the delivery item, if an application for the opening of insolvency proceedings has been filed.

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Samples: General Terms and Conditions of Sale and Delivery

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