Common use of Reservation of Title Clause in Contracts

Reservation of Title. (1) The sale shall be considered as executed using reservation of title whenever the total amount payable is not paid on delivery in an irrevocable manner. The said reservation shall be valid for as long as the full amount is still outstanding, and upon the request of the Seller, the Purchaser commits to allow access of the Seller to its facilities, during normal working hours, to retrieve the goods or supplies. (2) In case the material or supply subject to reservation of title is at the premises or facilities of third parties, or even incorporated to other products, sets, machines, equipment or installations also property of third parties, upon the request of the Seller, the Purchaser shall be obliged to perform all the necessary actions that allow the Seller to take control of the goods or supplies as soon as possible. All costs resulting from the above-mentioned operations, including expenses derived from dismantling, packaging and transportation of the materials or supplies, shall be borne by the Purchaser. The Purchaser must maintain and take care of the materials or supplies with due diligence, avoiding any loss or damage, being liable for the maintenance costs and any other resulting from damages caused to the Seller. (3) Upon the request of the Seller, the Purchaser commits to recognise the reservation of title in a Public Deed and to register it into the corresponding Register. (4) If the Purchaser was declared bankrupt or similar, it shall abstain from including the goods or supplies subject to title of reservation of title into its assets and shall inform the Seller immediately. (5) The Purchaser shall abstain from performing any assignment, alienation or levy action for any title over the goods or supplies as long as there is any pending payment for any amount agreed. In case the Purchaser sold the products, goods or supplies, the Seller would be able to claim payment to the new Purchaser, even in case the latter had included them in other machines, sets, products, equipment or installations.

Reservation of Title. 8.1 Property in the products shall remain with the Seller until it has received full payment for such products, notwithstanding delivery and the passing of risk to the Buyer. 8.2 If the Buyer fails to make any payment on the due date, or any one due date (1in the case of payment by way of installments), then without prejudice to any of the Seller’s other rights, the Seller may: a) The sale repossess of the products delivered; b) suspend or cancel deliveries of any other products due to the Buyer; and/or c) appropriate any payment made by the Buyer to such products (or products supplied under any other contract with the Buyer), as the Seller may in its sole discretion think fit. 8.3 Until such time as the property in the products passes from the Seller, the Buyer shall hold the products as the Seller’s fiduciary agent and bailee, and shall keep the products separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property. 8.4 Until such time as the property in the products passes from the Seller, the Buyer may not sell or use the products in the ordinary course of the Buyer’s business. If in breach of this Clause, the Buyer sells or uses the products, the entire proceeds of sales or otherwise of the products shall be considered as executed using reservation of title whenever held in trust for the total amount payable is Seller and shall not be mixed with other money or paid on delivery in an irrevocable manner. The said reservation into any overdrawn bank account and shall be valid for as long at all material times identified as the Seller’s money. 8.5 Until such time as the property in the products passes from the Seller (and provided the products have not been resold), the Buyer shall upon request deliver up such of the products as have not ceased to be in existence. If the Buyer fails to do so, the Seller may enter upon any premises owned, occupied or contracted by the Buyer where the products are situated and repossess the products. 8.6 Until full amount payment for the products is still outstandingmade by the Buyer to the Seller, and upon the request Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the products which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Purchaser commits Buyer does so, all sums whatever owing by the Buyer to allow access of the Seller to its facilities, during normal working hours, to retrieve the goods or suppliesshall forthwith become due and payable. (2) In case the material or supply subject to reservation of title is at the premises or facilities of third parties, or even incorporated to other products, sets, machines, equipment or installations also property of third parties, upon the request of the Seller, the Purchaser shall be obliged to perform all the necessary actions that allow the Seller to take control of the goods or supplies as soon as possible. All costs resulting from the above-mentioned operations, including expenses derived from dismantling, packaging and transportation of the materials or supplies, shall be borne by the Purchaser. The Purchaser must maintain and take care of the materials or supplies with due diligence, avoiding any loss or damage, being liable for the maintenance costs and any other resulting from damages caused to the Seller. (3) Upon the request of the Seller, the Purchaser commits to recognise the reservation of title in a Public Deed and to register it into the corresponding Register. (4) If the Purchaser was declared bankrupt or similar, it shall abstain from including the goods or supplies subject to title of reservation of title into its assets and shall inform the Seller immediately. (5) The Purchaser shall abstain from performing any assignment, alienation or levy action for any title over the goods or supplies as long as there is any pending payment for any amount agreed. In case the Purchaser sold the products, goods or supplies, the Seller would be able to claim payment to the new Purchaser, even in case the latter had included them in other machines, sets, products, equipment or installations.

Reservation of Title. Until all claims have been satisfied (1including all current account balances) The sale that we are entitled to on any legal basis now and in future vis-à-vis the customer we shall be considered granted the following securities: The goods remain our property. Processing or transformation is always done for us as executed using reservation the manufacturer, however, without any obligation. If our (co)-ownership is lost during processing, it is already now agreed that the customer's (co)-ownership in the joint item is ceded to us in proportion to its value (invoice value including VAT). Customer shall store our (co)-owned property free of charge. Customer shall agree to treat the goods under retention of title whenever the total amount payable carefully and to insure them sufficiently at its own cost against fire, water damage and theft. Hereinafter, goods that are (co)-owned by us shall be called goods subject to retention of title. As long as customer is not paid on delivery in an irrevocable manner. The said reservation arrears, customer shall be valid entitled to process and sell the goods subject to retention of title in the due course of business. Pledging or assignments as security shall not be permitted. By way of security, customer shall already now assign to us in full all claims (including all current account balances) arising from resale or another legal basis (insurance, unlawful act, etc.) of the goods subject to retention of title. We revocably authorise customer to collect the claims assigned to us for as long as customer's account in customer's own name. This direct debit authorisation may be revoked in particular if customer does not fulfil its payment obligations properly. In cases where third parties access the full amount is still outstandinggoods subject to retention of title, particularly in the case of distraint, and upon in case an initiation of a composition or insolvency proceeding is filed, customer shall point out our ownership and shall notify us immediately so that we may enforce our ownership rights. If the request third party is not able to reimburse us the judicial or extra-judicial costs incurred in this context, customer shall be liable to us for such costs. In the case of customer acting contrary to the terms of the Sellercontract, in particular if customer is in default of payment, we shall be entitled to rescind the contract and to demand that the goods subject to retention of title be returned to us. At the discretion of customer, we will release the goods customer desires, provided their value exceeds, on a permanent basis, the Purchaser commits claims mentioned above by more than 10%. If, according to allow access of the Seller to its facilitieslegal provisions in customer's country, during normal working hours, to retrieve the goods or supplies. (2) In case the material or supply subject to reservation retention of title is at the premises not permitted or facilities of third partiespermitted only to a limited extent, or even incorporated to other products, sets, machines, equipment or installations also property of third parties, upon the request of the Seller, the Purchaser our above-named rights shall be obliged to perform all the necessary actions that allow the Seller to take control of the goods or supplies as soon as possible. All costs resulting from the above-mentioned operations, including expenses derived from dismantling, packaging and transportation of the materials or supplies, shall be borne by the Purchaser. The Purchaser must maintain and take care of the materials or supplies with due diligence, avoiding any loss or damage, being liable for the maintenance costs and any other resulting from damages caused limited to the Sellerstatutory scope. (3) Upon the request of the Seller, the Purchaser commits to recognise the reservation of title in a Public Deed and to register it into the corresponding Register. (4) If the Purchaser was declared bankrupt or similar, it shall abstain from including the goods or supplies subject to title of reservation of title into its assets and shall inform the Seller immediately. (5) The Purchaser shall abstain from performing any assignment, alienation or levy action for any title over the goods or supplies as long as there is any pending payment for any amount agreed. In case the Purchaser sold the products, goods or supplies, the Seller would be able to claim payment to the new Purchaser, even in case the latter had included them in other machines, sets, products, equipment or installations.

Reservation of Title. 1. XXXX reserves the title to the delivered goods until receipt of full payment of the present and future claims under the contract for delivery and an ongoing business relationship (1) The sale shall be considered as executed using “Secured Claims”). 2. Any goods subject to a reservation of title whenever (“Conditional Goods”) may neither be pledged to any third party nor be assigned by way of security until full payment of the total amount payable is not paid on delivery in an irrevocable mannerSecured Claims has been made. The said Purchaser shall inform XXXX without delay if and to the extent any Conditional Goods are seized by a third party. 3. In case of any breach of contract by the Purchaser, including but not limited to a default in payment, XXXX may terminate the contract subject to the statutory provisions and may demand return of the Conditional Goods by reason of the reservation of title and the termination. If the Purchaser fails to pay the purchase price when due, XXXX may only assert these rights after XXXX has set the Purchaser an appropriate deadline for payment and that deadline has lapsed or the setting of such deadline is superfluous under the applicable statutory provisions. 4. The Purchaser may resell and/or process the Conditional Goods in the ordinary course of business subject to the following additional provisions: a) The retention of title shall extend to the full value of the products created by processing the Conditional Goods or mingling or combining Conditional Goods with other products; in this respect, XXXX shall be valid deemed to be the manufacturer. If Conditional Goods are processed, mingled or combined with goods of any third parties and such third parties retain their rights of ownership, XXXX shall acquire a pro-rata co-owner’s interest based on the invoiced values of the processed, mingled or combined goods. In all other respects, the resulting product shall be subject to the same provisions as the Conditional Goods. b) The Purchaser already now assigns to XXXX by way of security any accounts receivable from third parties resulting from the resale of Conditional Goods or the product in their full amount or, if applicable, in the amount of XXXX’x co- owner’s interest as provided for in the above paragraph and XXXX accepts such assignment. The Purchaser’s duties stated in subsection 2 shall also apply with respect to the assigned accounts receivable. c) The Purchaser shall have the right to collect accounts receivable apart from XXXX. XXXX agrees not to collect any accounts receivable as long as the full amount Purchaser is still outstandingnot in default in payment, no petition to open insolvency proceedings is filed and upon no other defect in its ability to perform occurs. Otherwise, XXXX may demand that the request Purchaser informs XXXX about the assigned accounts receivable and their debtors, provides all information required for collection, hands over the related documents and informs the debtors (third parties) about the assignment. d) If the realizable value of the Sellersecurities exceeds XXXX’x claims by more than 10%, the Purchaser commits to allow access of the Seller to XXXX shall release securities at its facilities, during normal working hours, to retrieve the goods or supplies. (2) In case the material or supply subject to reservation of title is at the premises or facilities of third parties, or even incorporated to other products, sets, machines, equipment or installations also property of third parties, upon the request of the Seller, the Purchaser shall be obliged to perform all the necessary actions that allow the Seller to take control of the goods or supplies as soon as possible. All costs resulting from the above-mentioned operations, including expenses derived from dismantling, packaging and transportation of the materials or supplies, shall be borne choice if so requested by the Purchaser. The Purchaser must maintain and take care of the materials or supplies with due diligence, avoiding any loss or damage, being liable for the maintenance costs and any other resulting from damages caused to the Seller. (3) Upon the request of the Seller, the Purchaser commits to recognise the reservation of title in a Public Deed and to register it into the corresponding Register. (4) If the Purchaser was declared bankrupt or similar, it shall abstain from including the goods or supplies subject to title of reservation of title into its assets and shall inform the Seller immediately. (5) The Purchaser shall abstain from performing any assignment, alienation or levy action for any title over the goods or supplies as long as there is any pending payment for any amount agreed. In case the Purchaser sold the products, goods or supplies, the Seller would be able to claim payment to the new Purchaser, even in case the latter had included them in other machines, sets, products, equipment or installations.

Reservation of Title. a) If the customer is an entrepreneur, the following shall apply: (1) The sale We shall reserve title to the delivery item until receipt of all pay- ments based on the business relations with the customer. If a current account exists within the scope of the business relations, we shall reserve title to the delivered item until receipt of all payments according to the confirmation of the balance. If a check is delivered, the title shall not be trans- ferred to the customer prior to the final crediting of the amount of the check and, if a bill is delivered, not prior to its payment. In the event that the customer acts in breach of contract, in particular in case of arrears, we shall be considered as executed using reservation entitled to repossess the delivered item. Any repossession of title whenever the total amount payable is delivered item on our part shall not paid on delivery constitute any rescission of the contract unless we have expressly declared this in an irrevocable mannerwriting. After repossession of the delivered item we shall be authorized to realize the same. The said reservation realization proceeds shall be valid for as long as set off against the full amount is still outstandingcustomer’s liabilities – less appropriate realization costs. However, and upon after the request opening of any insolvency proceedings, the rules relating to realization of the Seller, the Purchaser commits to allow access of the Seller to its facilities, during normal working hours, to retrieve the goods or suppliesGerman Insolvency Act (InsO) shall apply. (2) In case The customer undertakes to handle the material or supply subject to delivery item with care as long as the reservation of title exists; in particular, he is obliged to insure this adequately at the premises or facilities of third partiesreinstatement value against damage caused by fire, or even incorporated to other products, sets, machines, equipment or installations also property of third parties, upon the request of the Sellerwater and theft at his expense. Insofar as maintenance work is necessary, the Purchaser customer shall be obliged to perform all the necessary actions that allow the Seller to take control of the goods or supplies as soon as possible. All costs resulting from the above-mentioned operations, including expenses derived from dismantling, packaging and transportation of the materials or supplies, shall be borne by the Purchaser. The Purchaser must maintain and take care of the materials or supplies with due diligence, avoiding any loss or damage, being liable for the maintenance costs and any other resulting from damages caused to the Sellersame in good time at his expense. (3) Upon the request In case of the Sellerattachments or other interventions by third parties, the Purchaser commits to recognise customer shall point out the reservation of title and notify us thereof in writing immediately. To the extent that the third party is not in a Public Deed position to reimburse us for the judicial and extra-judicial costs of any action pursuant to register it into §§ 771 German Civil Procedural Code (ZPO), the corresponding Registercustomer shall be liable for the deficit suffered by us. (4) The customer is entitled to resell the delivery item in the ordinary course of business. However, he herewith assigns to us all claims to the amount of the invoice total (including value-added tax) of our claims which accrue to him as a result of the resale against his buyers or third parties, irre- spective of whether the delivered item was resold without any agreement or by agreement. The customer shall remain authorized to collect these claims even after the assignment. Our authority to collect the claims ourselves shall not be affected thereby. However, we shall not collect the claim as long as the customer performs his obligations to pay from the collected proceeds, does not get in arrears and, in particular, no application is filed for the opening of insolvency proceedings and there has been no suspension of payments. If this is the Purchaser was declared bankrupt or similarcase, it we may demand that the customer discloses the assigned claims and their debtors, furnishes all the information required to collect the claims, delivers the appurtenant docu- ments and notifies the debtor (third party) of the assignment. To the extent that a current account exists between the customer and his buyer pursuant to § 355 HGB, the claim assigned to us by the customer in advance shall abstain from including also pertain to the goods or supplies subject confirmed balance and, in case of insolvency of the buyer, to title the then existing credit balance. However, after the opening of reservation any insolvency proceedings, the rules relating to realization of title into its assets and the German Insol- vency Act (InsO) shall inform the Seller immediatelyapply. (5) The Purchaser shall abstain from performing any assignmentIn processing, alienation transforming or levy action for any title over combining the goods or supplies as long as there is any pending payment for any amount agreed. In case the Purchaser sold the products, goods or suppliesdelivered item, the Seller would customer shall invariably be able acting for us. If the delivered item is processed, transformed or combined with other items not belonging to claim payment us, we shall acquire joint title to the new Purchaseritem in the same proportion as the value of the delivered item bears to the other processed, even transformed or combined items at the time of the processing, transformation or combination. Otherwise, the same shall apply to the item having resulted there from as applies to the delivery items delivered with reservation. (6) If the delivered item is mixed with other items not belonging to us to form an integral part, we shall acquire joint title to the new item in case the latter had included them same proportion as the value of the delivered item bears to the other mixed items at the time of the mixing. If the mixing is done in other machinessuch a manner that the custom- er’s item must be deemed to be the main item it is agreed that the customer will have transferred joint title to us proportionally. The customer shall hold the sole or joint title having thus arisen in safekeeping for us. (7) To secure our claims against the customer, setshe shall also assign to us the claims arising against a third party as a result of his having combined the delivered item with real property. (8) We undertake to release the securities due to us at the customer’s request to the extent that the value of our securities exceeds the claims to be secured by more than 20 %; selecting the securities to be released shall be incumbent on us. b) If the customer is a consumer, products, equipment or installationshe shall not acquire the title to the delivered item until our remuneration has been paid in full.

Reservation of Title. (1) The sale We reserve title to the purchase object until receipt of all payments under the contractual relationship with the Customer. In the event of behaviour of the Customer in breach of contract, in particular default of payment, we shall be considered as executed using reservation of title whenever entitled to take the total amount payable is not paid on delivery in an irrevocable mannerpurchase object back. The said reservation If we take the purchase object back, this shall be valid for as long as deemed to be a rescission of contract. After taking the full amount is still outstandingpurchase object back, we shall have the right to sell it and upon set off the request of proceeds against the Seller, purchaser’s liabilities – after deducting the Purchaser commits to allow access of the Seller to its facilities, during normal working hours, to retrieve the goods or suppliesappropriate realisation costs. (2) In case the material or supply subject to reservation of title is at the premises or facilities of third parties, or even incorporated to other products, sets, machines, equipment or installations also property of third parties, upon the request of the Seller, the Purchaser The Customer shall be obliged to perform all the necessary actions that allow the Seller to take control of the goods or supplies as soon as possible. All costs resulting from the above-mentioned operations, including expenses derived from dismantling, packaging and transportation of the materials or supplies, shall be borne by the Purchaser. The Purchaser must maintain and take care of the materials or supplies with due diligencepurchase object; in particular, avoiding any loss or damagehe is obliged to insure it at a sufficient replacement value at his own expense against damage by fire, being liable for water and theft. Insofar as maintenance and inspection work is necessary, the maintenance costs and any other resulting from damages caused to the SellerCustomer must carry this out in good time at his own expense. (3) Upon the request The Customer shall inform us in writing immediately of seizures or other interventions by third parties so that we can institute proceedings pursuant to Section of the Seller771 of the German Code of Civil Procedure (ZPO). Insofar as the third party is unable to reimburse us the judicial and extra-judicial costs of an action as defined by Section 771 of the German Code of Civil Procedure, the Purchaser commits Customer shall be liable for the loss incurred to recognise the reservation of title in a Public Deed and to register it into the corresponding Registerus. (4) If The Customer shall be entitled to sell the Purchaser purchase object in the course of his ordinary business; the Customer hereby assigns to us all claims against his buyers or third parties that accrue to him under the resale in the amount of the final invoice amount (including VAT) of our claim, irrespective of whether the purchase object was declared bankrupt sold with or similarwithout processing. The Customer shall retain the right of recovery of the debt even after he has assigned the claim to us. Our right to collect the payment ourselves remains unaffected hereof; nevertheless, it shall abstain from including we commit ourselves not to collect these receivables as long as the goods ordering party fulfils his obligation to pay appropriately, is not in default of payment and, in particular, no application for the initiation of insolvency or supplies subject arbitration proceedings has been submitted and payments have not been suspended. Should this, however, be the case, we would be entitled to title demand that the ordering party inform us of reservation of title into its assets all assigned receivables and shall the debtors hereof, that he make all indications required for collection, hand out the necessary documentation and inform the Seller immediatelydebtors of the assignment. (5) The Purchaser shall abstain from performing any assignment, alienation processing or levy action for any title over modification of the goods or supplies as long as there is any pending payment for any amount agreedpurchase object by the customer will always be carried out on our behalf. In case the Purchaser sold purchase object is used to manufacture other goods that are not in our possession, we shall acquire ownership of the productsnew objects in the ratio of the value of the purchase object (final invoice amount, goods or suppliesincluding VAT) to the other processed objects at the time of processing. The provisions that apply to objects of sale supplied under reservation of title shall also apply to objects created by processing. (6) If the purchase object is inextricably mixed with other objects that do not belong to us, we shall acquire co- ownership of the new object in the ratio of the value of the purchase object (final amount of the invoice including VAT) to the other mixed objects at the time of mixing. If mixing is carried out in such a way that the Customer's object is recognisable as the main object, it is deemed to be agreed that the Customer assigns pro rate co-ownership to us. The Customer shall hold the co-ownership created in this way in safe custody for us. (7) To secure our claims against him, the Seller would Customer shall also assign all claims against a third party that accrue to him through the connection of the purchase object to property. (8) We shall be able obliged on demand by the Customer to claim payment release the security to which we are entitled insofar as the new Purchaser, even in case realisable value of our security exceeds the latter had included them in other machines, sets, products, equipment or installationsvalue of the debts to be secured by more than 10%; we shall be entitled to select the security that is to be released.

Reservation of Title. 1. RTS reserves the title to the delivered goods until receipt of full payment of the present and future claims under the contract for delivery and an ongoing business relationship (1) The sale shall be considered as executed using “Secured Claims”). 2. Any goods subject to a reservation of title whenever (“Conditional Goods”) may neither be pledged to any third party nor be assigned by way of security until full payment of the total amount payable is not paid on delivery in an irrevocable mannerSecured Claims has been made. The said Purchaser shall inform RTS without delay if and to the extent any Conditional Goods are seized by a third party. 3. In case of any breach of contract by the Purchaser, including but not limited to a default in payment, RTS may terminate the contract subject to the statutory provisions and may demand return of the Conditional Goods by reason of the reservation of title and the termination. If the Purchaser fails to pay the purchase price when due, RTS may only assert these rights after RTS has set the Purchaser an appropriate deadline for payment and that deadline has lapsed or the setting of such deadline is superfluous under the applicable statutory provisions. 4. The Purchaser may resell and/or process the Conditional Goods in the ordinary course of business subject to the following additional provisions: a) The retention of title shall extend to the full value of the products created by processing the Conditional Goods or mingling or combining Conditional Goods with other products; in this respect, RTS shall be valid deemed to be the manufacturer. If Conditional Goods are processed, mingled or combined with goods of any third parties and such third parties retain their rights of ownership, RTS shall acquire a pro-rata co-owner’s interest based on the invoiced values of the processed, mingled or combined goods. In all other respects, the resulting product shall be subject to the same provisions as the Conditional Goods. b) The Purchaser already now assigns to RTS by way of security any accounts receivable from third parties resulting from the resale of Conditional Goods or the product in their full amount or, if applicable, in the amount of RTS’s co-owner’s interest as provided for in the above paragraph and RTS accepts such assignment. The Purchaser’s duties stated in subsection 2 shall also apply with respect to the assigned accounts receivable. c) The Purchaser shall have the right to collect accounts receivable apart from RTS. RTS agrees not to collect any accounts receivable as long as the full amount Purchaser is still outstandingnot in default in payment, no petition to open insolvency proceedings is filed and upon no other defect in its ability to perform occurs. Otherwise, RTS may demand that the request Purchaser informs RTS about the assigned accounts receivable and their debtors, provides all information required for collection, hands over the related documents and informs the debtors (third parties) about the assignment. d) If the realizable value of the Sellersecurities exceeds RTS’s claims by more than 10%, the Purchaser commits to allow access of the Seller to RTS shall release securities at its facilities, during normal working hours, to retrieve the goods or supplies. (2) In case the material or supply subject to reservation of title is at the premises or facilities of third parties, or even incorporated to other products, sets, machines, equipment or installations also property of third parties, upon the request of the Seller, the Purchaser shall be obliged to perform all the necessary actions that allow the Seller to take control of the goods or supplies as soon as possible. All costs resulting from the above-mentioned operations, including expenses derived from dismantling, packaging and transportation of the materials or supplies, shall be borne choice if so requested by the Purchaser. The Purchaser must maintain and take care of the materials or supplies with due diligence, avoiding any loss or damage, being liable for the maintenance costs and any other resulting from damages caused to the Seller. (3) Upon the request of the Seller, the Purchaser commits to recognise the reservation of title in a Public Deed and to register it into the corresponding Register. (4) If the Purchaser was declared bankrupt or similar, it shall abstain from including the goods or supplies subject to title of reservation of title into its assets and shall inform the Seller immediately. (5) The Purchaser shall abstain from performing any assignment, alienation or levy action for any title over the goods or supplies as long as there is any pending payment for any amount agreed. In case the Purchaser sold the products, goods or supplies, the Seller would be able to claim payment to the new Purchaser, even in case the latter had included them in other machines, sets, products, equipment or installations.

Reservation of Title. (1) The sale . We hereby reserve the right of ownership of all machines and articles delivered. Ownership shall be considered transferred to the Purchaser only after payment has been received in full. In the case of goods obtained from us by the Purchaser in the regular course of business, we retain ownership until all of our claims against the Purchaser arising from such business relationship have been paid in full. This shall also apply where one or all of our claims have been consolidated into one current account and the balance has been drawn and accepted. 2. The Purchaser is entitled to resell, within the scope of the regular course of business, the Products delivered. In the event of resale, the Purchaser now assigns to us all claims against the end-user or third parties and all associated ancillary rights, which arise as executed using a result of the resale, regardless of whether the Products subject to this reservation of title whenever the total amount payable is not paid on delivery are sold to such third parties in an irrevocable mannertheir original form or after further processing or finishing. The said reservation Purchaser shall be valid for as authorized to collect such claims even after the assignment. Our right to collect such claims directly shall remain unaffected by the foregoing. We shall not make use of such right so long as the full amount is still outstanding, and upon Purchaser fulfills all payment obligations in accordance with the request terms laid out herein. We may demand that the Purchaser provide us with details of the Sellerclaims assigned hereunder, the Purchaser commits to allow access names of the Seller respective debtors, all information required for collection of such claims, as well as any related documentation and that the respective debtors be notified of such assignment. If the Products are resold along with goods not belonging to its facilitiesus, during normal working hours, the claims of the Purchaser against the end-user or third-party purchaser shall be deemed to retrieve have been assigned to us in an amount equal to the goods or suppliesdelivery price agreed upon between the Purchaser and us. (2) In case the material or supply 3. All processing and finishing of Products subject to retention of title are always carried out for us as manufacturer as defined in § 950 of the German Civil Code (Bürgerliches Gesetzbuch), but without any resulting obligation on our part. The processed Products subject to this reservation of title is are processed or inseparably combined with goods not belonging to us, we shall be deemed to have acquired co-ownership of the resulting goods in the ratio of the invoice value of the Products subject to this reservation of title to the invoice value of the other goods used at the premises time of processing and combination. The resulting rights of co-ownership shall be deemed to be Products subject to this reservation of title within the meaning of these terms. 4. Should our Products be attached to or facilities of third partiesinseparably combined with other movable goods to form a new unit and such unit becomes the principal article, or even incorporated then we shall be deemed to other productshave acquired from the Purchaser proportionate ownership, sets, machines, equipment or installations also to the extent that the principal article is the property of third partiesthe Purchaser. For goods resulting from such processing, upon attachment or combination, the same provisions that govern the Products subject to this reservation of title apply. 5. The Purchaser may request that we, at our option, release a portion of the Sellersecurity, to the extent that the realizable value of such security exceeds the claims secured by more than ten percent (10%). The Purchaser shall be entitled to such release if the appraised value of the security is equal to one-hundred fifty percent (150%) of the claims secured therewith. 6. The Purchaser shall be obligated to properly maintain all machines and other articles still under our ownership, to care for them with businesslike diligence and to identify them as our property with clearly visible markings. 7. As long as our reservation of title remains in effect, the Purchaser shall be obliged to perform all the necessary actions that allow the Seller to take control prohibited from making any disposition of the goods or supplies as soon as possible. All costs resulting Products, which deviates from the aboveabove provisions, without our prior approval. Should the machines and other articles subject to this reservation of title be attached by third parties or otherwise become subject to third-mentioned operationsparty claims, including expenses derived from dismantlingthe Purchaser shall be obligated to inform us accordingly in the fastest possible manner, packaging if possible by telephone or telefax or e-mail, and transportation to immediately notify the third party about our retention of title. The Purchaser shall be required to submit to us a certified copy of the materials or suppliesattachment proceedings as well as an affidavit identifying the attached articles. 8. If the Purchaser is in breach of contract, in particular, in default of payment, we shall be entitled to withdraw from the contract and to repossess the Products. The costs of the repossession shall be borne by the Purchaser. The Purchaser must maintain and take care We shall be entitled to dispose of any repossessed Products, with the materials or supplies with due diligence, avoiding any loss or damage, being liable for proceeds from the maintenance costs and any other resulting from damages caused disposition to be applied to the SellerPurchaser’s debt after deduction of a reasonable amount for expenses related to such disposition. (3) Upon 9. For export sales in countries, in which the request of the Seller, the Purchaser commits to recognise the above-stated reservation of title is not legally binding, we reserve the right to secure our ownership in a Public Deed and to register it into accordance with the corresponding Register. (4) If applicable legal provisions of the Purchaser was declared bankrupt or similar, it shall abstain from including the goods or supplies subject to title of reservation of title into its assets and shall inform the Seller immediately. (5) receiving country. The Purchaser shall abstain from performing any assignment, alienation or levy action for any title over the goods or supplies as long as there is any pending payment for any amount agreed. In case the Purchaser sold the products, goods or supplies, the Seller would be able required to claim payment assist us in this regard to the new Purchaser, even in case the latter had included them in other machines, sets, products, equipment or installationsextent necessary.

Reservation of Title. (1) 7.1 The sale reserved goods delivered by VACOM shall be considered as executed using reservation remain the property of VACOM until all claims against the Customer arising from the respective contractual relationship and all claims that VACOM subsequently acquires against the Customer in connection with the reserved goods, for example, due to repairs, spare parts deliveries and other services, have been fulfilled. 7.2 The Customer shall store the goods subject to retention of title whenever free of charge for VACOM. Furthermore, the total amount payable Customer undertakes to keep the goods subject to retention of title in a proper condition for the duration of the retention of title and to have all necessary maintenance work and necessary repairs carried out immediately at its expense. 7.3 The goods subject to retention of title may be resold in the ordinary course of business, provided that the Customer is not paid on delivery in an irrevocable mannerdefault of payment. However, the Customer hereby assigns all claims to VACOM in the amount of the invoice amount to the third-party arising from the resale. The said reservation Customer shall be valid for remain authorized to collect this claim even after assignment. VACOM undertakes not to collect the claim itself as long as the full amount Customer meets its payment obligations to VACOM, is still outstandingnot in default of payment, and upon the request no insolvency proceedings have been opened against it. The Customer is obliged to inform VACOM of the Seller, the Purchaser commits to allow access identity of the Seller to its facilities, during normal working hours, to retrieve third party and notify the goods or supplies. (2) In case the material or supply subject to reservation of title is at the premises or facilities of third parties, or even incorporated to other products, sets, machines, equipment or installations also property of third parties, upon the request latter of the Seller, claim assignment to VACOM to enable VACOM to assert its rights arising from the Purchaser shall be obliged to perform all the necessary actions that allow the Seller to take control assigned claim. Transfer by way of security and pledging of the goods subject to retention of title are prohibited without the written consent of VACOM and are not deemed to be sales in the ordinary course of business. If third parties seize the goods subject to retention of title, in particular by attachment or supplies as soon as possible. All costs resulting from in the above-mentioned operations, including expenses derived from dismantling, packaging and transportation context of the materials or suppliesopening of insolvency proceedings, the Customer shall be borne by immediately inform the Purchaser. The Purchaser must maintain and take care third party of VACOM's ownership of the materials goods subject to retention of title and inform VACOM thereof in order to enable the enforcement of VACOM's ownership rights. 7.4 If the goods subject to retention of title are combined, mixed, or supplies with due diligenceprocessed, avoiding any loss or damage, being liable VACOM shall acquire co-ownership of the new in the ratio of the invoice value of the goods subject to retention of title to the other processed items at the time of processing until the invoice has been settled in full. 7.5 The Customer is only entitled to possess and use the goods subject to retention of title for the maintenance costs and any other resulting from damages caused to the Seller. (3) Upon the request duration of the Seller, the Purchaser commits to recognise the reservation retention of title in a Public Deed and to register it into the corresponding Register. (4) If the Purchaser was declared bankrupt or similar, it shall abstain from including the goods or supplies subject to title of reservation of title into its assets and shall inform the Seller immediately. (5) The Purchaser shall abstain from performing any assignment, alienation or levy action for any title over the goods or supplies as long as there it fulfills its obligations under the contract and these GTC and is any pending not in default of payment. 7.6 If the Customer is in default of payment for any amount agreedor does not fulfill its obligations arising from the retention of title, VACOM is entitled to withdraw from the contract. In case VACOM may demand the Purchaser sold return of the productsgoods subject to retention of title from the Customer and realize them by private sale after setting a reasonable deadline. 7.7 The Customer shall bear all costs of taking back and utilizing the reserved goods. 7.8 VACOM undertakes to release the securities to which it is entitled if the value of the claims to be secured, goods or supplieswhich have not yet been settled, is over-secured by more than 110% with the Seller would be able to claim payment to the new Purchaser, even in case the latter had included them in other machines, sets, products, equipment or installationsaforementioned security interest.

Reservation of Title. (1) 7.1 The delivered goods shall remain the property of the Seller until the Buyer has fulfilled all obligations towards the Seller in connection with the sale and delivery transaction. The inclusion of individual claims in a running bill or a balancing of accounts and their acknowledgement by the Seller shall be considered as executed using not affect this retention of title. 7.2 The delivered goods shall remain the property of the Seller until the full satisfaction of all claims that the Seller has against the Buyer, irrespec- tive of the legal grounds for such claims, either now or in the future. Sec- tion 7.1 sentence 2 shall apply accordingly. 7.3 The Buyer is entitled to combine, mix and process goods subject to the reservation of title whenever in the total amount payable is not paid on delivery in an irrevocable manner. The said reservation shall be valid regular course of business, namely for as long the Sell- er as the full amount is still outstandingmanufacturer but without any obligations towards the Seller. If the Seller's ownership of the delivered goods lapses as a result of com- bining, and upon mixing or processing, then co-ownership of the request resulting new ob- ject shall already be passed from the Buyer to the Seller based on the ra- tio of the value of the delivered goods to the Buyer’s object at the time of combining, mixing or processing. 7.4 The Buyer shall bear the risk for the goods subject to the reservation of title. It must carefully store the goods, mark them as the property of the Seller, store them separately and insure them against loss, theft, fire, etc. It hereby assigns any claims against the Purchaser commits insurance company in the event of a loss to allow access of the Seller to its facilitiesSeller, during normal working hours, to retrieve who accepts them. In the goods event that the Seller’s rights are attached or supplies. (2) In case the material or supply subject to reservation of title is at the premises or facilities of otherwise impaired by third parties, or even incorporated to other products, sets, machines, equipment or installations also property of the Buyer must inform the third parties, upon the request party of the Seller, the Purchaser shall be obliged to perform all the necessary actions that allow ’s rights and immediately advise the Seller in writing. Costs incurred due to take control the attachment or other im- pairment of the goods Seller’s rights or supplies as soon as possible. All costs resulting from due to the above-mentioned operations, including expenses derived from dismantling, packaging and transportation failure to provide notification of the materials or supplies, Seller’s rights (including the costs of litigation) and damages shall be borne by the PurchaserBuyer. 7.5 The Buyer is entitled to sell the goods subject to the reservation of title or the new object in the regular course of business. This excludes attach- ing or pledging as security. The Purchaser must maintain Buyer already assigns any receivables re- sulting from such a sale to the Seller, who shall accept them. The Buyer is obliged to keep the proceeds accruing to the Seller separate from its own assets and take care those of third parties and to document this by way of corresponding entries in its books or invoices. If the materials or supplies with due diligence, avoiding any loss or damage, being liable for the maintenance costs and any other Buyer’s receivables resulting from damages caused the sale to a third party are credited to a current account, then the Buyer must object to this, referring to the Seller’s rights, and immediately inform the Seller in writing. The Seller authorises the Buyer to collect the assigned receivables in its own name; this authorisation is revocable in the event that the Buyer defaults on the fulfilment of obli- gations vis-à-vis the Seller. (3) Upon 7.6 If the request value of the aforementioned securities exceeds 20% of the Seller’s receivables in the long term, then the Purchaser commits to recognise the reservation of title in a Public Deed and to register it into the corresponding RegisterSeller may approve these at its dis- cretion. (4) If 7.7 The Buyer must do everything in its power to ensure the Purchaser was declared bankrupt or similarfull validity of the aforementioned agreed retention of title, it shall abstain from including also under the law of the country to which the goods are delivered or supplies subject based on the Buyer's regis- tered office, and in particular to title of reservation of title into its assets and shall inform make all necessary legally binding decla- rations vis-à-vis the Seller immediatelyor third parties. (5) The Purchaser shall abstain from performing any assignment, alienation or levy action for any title over the goods or supplies as long as there is any pending payment for any amount agreed. In case the Purchaser sold the products, goods or supplies, the Seller would be able to claim payment to the new Purchaser, even in case the latter had included them in other machines, sets, products, equipment or installations.

Reservation of Title. (1a) The We shall reserve title to the object of sale until all payments resulting from the delivery contract have been received. If Purchaser violates the contract, particularly if there is delay of payment, we shall be entitled to take back the object of sale. If we take back the object of sale, this shall not be considered as executed using reservation a withdrawal from the contract, unless we have expressly declared said withdrawal. If we attach the object of title whenever sale, this shall always constitute a withdrawal from the total amount payable is not paid on delivery in an irrevocable mannercontract. After we have taken back the object of sale we shall be authorized to utilize said object of sale. The said reservation shall utilization revenues must then be valid for as long as the full amount is still outstandingset-off with Purchaser's liability, and upon the request of the Seller, the Purchaser commits to allow access of the Seller to its facilities, during normal working hours, to retrieve the goods or suppliesless appropriate utilization costs. (2b) Purchaser undertakes to treat the object of sale carefully. In case the material or supply subject to reservation of title is at the premises or facilities of third partiesparticular, or even incorporated to other products, sets, machines, equipment or installations also property of third parties, upon the request of the Seller, the Purchaser shall be obliged to perform sufficiently insure the object of sale at its new value, and at Purchaser's own expense, against fire and water damage, and theft. If maintenance and inspection work is required, Purchaser shall be required to carry out such maintenance and inspection work at his own expense and in good time. In the event of attachments or other interference by third parties, Purchaser shall inform us immediately in writing. Purchaser shall be liable for the costs of averting such claims in accordance with Article 771 ZPO [ German Code of Civil Procedure] if the costs cannot be recovered from the third party. c) Purchaser shall be entitled to resell the object of sale in an orderly business procedure, however, Purchaser at this time assigns to us all claims, amounting to the final invoice amount (including VAT) of our claim, which accrue for Purchaser from the resale vis-à-vis his customers or third parties, regardless of whether the object of sale was resold with or without further processing. Purchaser shall remain entitled to collect this claim also following the assignment. Our right to collect the claim ourselves shall remain unaffected. However, we undertake to refrain from collecting the claim as long as Purchaser meets the payment obligations from the collected revenues, is not in arrears with payment or, in particular, has not filed an application to open composition or insolvency proceedings, or cessation of payments is present. If this is the case, we can demand that Purchaser inform us of the assigned claims and the respective debtors, provide all information necessary for the collection, hand over the necessary actions documents to us, and inform the debtor (third party) about the assignment. d) Processing of and modifications to the object of sale shall always be executed for us. If the object of sale is combined with other objects that allow do not belong to us, then we shall acquire joint ownership to the Seller to take control new object in the ratio of the goods or supplies as soon as possiblevalue of the object of sale to the combined objects at the time of combination. All costs The same applies to the new object resulting from the above-mentioned operations, including expenses derived from dismantling, packaging and transportation of the materials or supplies, shall be borne by the Purchaser. The Purchaser must maintain and take care of the materials or supplies with due diligence, avoiding any loss or damage, being liable for the maintenance costs and any other resulting from damages caused processing as applies to the Seller. (3) Upon reserved object of sale Of the request object of the Sellersale is inseparably combined with other objects that do not belong to us, the Purchaser commits to recognise the reservation of title in a Public Deed and to register it into the corresponding Register. (4) If the Purchaser was declared bankrupt or similar, it then we shall abstain from including the goods or supplies subject to title of reservation of title into its assets and shall inform the Seller immediately. (5) The Purchaser shall abstain from performing any assignment, alienation or levy action for any title over the goods or supplies as long as there is any pending payment for any amount agreed. In case the Purchaser sold the products, goods or supplies, the Seller would be able to claim payment acquire joint ownership to the new item in the ratio of the value of the object of sale to the other combined objects at the time of combination. If the combination is executed in such a manner that Purchaser's object is viewed as the main object, then it is agreed that Purchaser shall proportionally transfer joint ownership. Thus Purchaser shall protect our resultant right of sole ownership or joint ownership. e) To secure our claims against Purchaser, even in case Purchaser shall also cede such claims to us that arise against a third party to which Purchaser is entitled, due to the latter had included them in other machinescombination of the reserved object of sale with a piece of property. f) We shall be obligated to release the securities to which we are entitled on Purchaser's request, setsshould their value exceed the claims to be secured, products, equipment or installationsby more than 10%; we reserve the right to select the securities that shall be released.

Reservation of Title. (1a) Seller shall retain ownership of the goods until all payment demands of Seller in respect of Xxxxx from the business transaction have been settled, including any demands arising in the future, even from contracts finalised at the same time or later. The sale shall be considered as executed using reservation of title whenever shall also apply to the total amount payable balance agreed inasmuch as any demands towards the contractual partner have been booked on a current account basis (current account retention). b) In the case of some significant behaviour in violation of the contract, in particular default of payment, BAB Distribution GmbH shall be entitled to take back the item supplied. Buyer is obliged to release the item. Taking back an item delivered does not paid on delivery imply a withdrawal from the contract unless BAB Distribution GmbH have stated this expressly in an irrevocable mannerwriting. If the item supplied by BAB Distribution GmbH is impounded, BAB Distribution GmbH must be informed immediately and the person impounding must be told of this so that a court action can be brought in accordance with §771 Code of Civil Procedure (ZPO). c) The reserved goods must be kept by Client for BAB Distribution GmbH with the diligence of a prudent businessman. The said reservation shall goods must be valid for as long as adequately insured at Buyer’s cost against fire, water damage, theft and other liability risks. Client hereby assigns his claims from the full amount is still outstanding, and upon insurance contracts to BAB Distribution GmbH. BAB Distribution GmbH accept the request of the Seller, the Purchaser commits to allow access of the Seller to its facilities, during normal working hours, to retrieve the goods or suppliesassignment. (2d) In case If the material purchase price is paid by Xxxxx by draft or supply subject to cheque, then this merely represents a payment demand of Seller on the grounds of a draft or cheque. Any reservation of title is at and any claims from the premises or facilities of third parties, or even incorporated to other products, sets, machines, equipment or installations also property of third parties, upon the request of the Seller, the Purchaser shall be obliged to perform all the necessary actions that allow the Seller to take control delivery of the goods or supplies any claims from a prolonged retention of title shall only expire when the draft or cheque has been drawn on Buyer. e) Buyer shall be entitled to re-sell the reserved goods in the ordinary course of business. Buyer herewith, as soon as possible. All costs resulting of now, assigns to BAB Distribution GmbH all claims which he has against his buyer or a third party from the abovefurther sale, irrespective of whether the item supplied has been re-mentioned operationssold with or without a contract. BAB Distribution GmbH xxxxxx accepts the assignment. f) If reserved goods, including expenses derived either in process or processed, are sold together with items which are the exclusive property of Xxxxx, then Buyer as of now assigns to Seller his claims for payment in full arising from dismantlingthe re-sale. If a reserved item of Buyer is sold after processing/combining with an item which does not belong to Seller, packaging and transportation then Buyer as of now assigns the demands arising from this re-sale to the value of the reserved item along with all subsidiary rights and with priority over all other debts. Seller hereby accepts the assignment. g) Xxxxx is empowered to collect this demand even after assignment. The authority of Xxxxxx to collect the demand himself shall remain unaffected by this. However, Seller undertakes not to collect the demand as long as Xxxxx continues to fulfil his obligations to pay and other obligations. Seller can demand that Xxxxx informs him of the assigned claims and their debtors, that he provides all details necessary for collecting the claim and hands over the relevant documentation, in particular Client materials orders, copies of order confirmations, copies of invoices, and that Xxxxx informs his debtors of the assignment to BAB Distribution GmbH. h) Any processing or suppliesmodifications of reserved goods is always undertaken by Xxxxx on behalf of Seller. If the reserved item is processed together with items exclusively owned by Buyer or with items in respect of which no prolonged retention of title exists, then Seller shall be borne by entitled to the Purchaser. The Purchaser must maintain and take care sole ownership of the materials or supplies new item. If the reserved item is processed with due diligenceother items not belonging to Seller, avoiding any loss or damage, being liable for then Seller is entitled to part-ownership of the maintenance costs and any other resulting from damages caused new item in a ratio of the value of the reserved item to the Sellerother processed item(s) at the time of processing. (3) Upon the request of the Seller, the Purchaser commits to recognise the reservation of title in a Public Deed and to register it into the corresponding Register. (4i) If the Purchaser was declared bankrupt or similarvalue of the existing securities exceeds the demands to be secured by more than 15%, it shall abstain from including Seller is obliged to release the goods or supplies subject to title item on demand of reservation of title into its assets and shall inform the Seller immediatelyBuyer. j) When you acquire the product, you acquire ownership of the data storage medium together with the program thereon. The software and any descriptions, documentation or other accompanying materials are protected by copyright. Your right of ownership is therefore limited. When you acquire the software, you have the simple and personal right to use the enclosed copy of the software on one single computer (5) The Purchaser shall abstain from performing any assignment, alienation or levy action for any title over the goods or supplies as long as there is any pending payment for any amount agreed. In case the Purchaser sold the products, goods or supplies, the Seller would be able to claim payment to the new Purchaser, even in case the latter had included them in other machines, sets, products, equipment or installationswords with only one single CPU). You are only permitted to make a back-up copy.

Reservation of Title. 1. The objects to be delivered (1reserved goods) The sale shall remain our property until all demands as a result of the business relationship with the buyer that we are entitled to have been fulfilled. 2. As long as the title remains reserved, the buyer shall be considered prohibited from pledging or depositing such goods for collateral security and the resale of the goods shall only be allowed by resellers in typical business transactions and only under the condition that the reseller receives payment from his customer or under the reservation that the title to the object shall only be transferred to the customer after he has fulfilled his payment obligations. 3. In the event that the goods are seized, confiscated or otherwise subject to decrees or encroachments on the part of a third party, the buyer is to inform us of the fact immediately to allow us to file a suit as executed using per § 771 ZPO (=Zivilprozessordnung; German Civil Code). Inasmuch as the third party is not able to reimburse us for the judicial and extra-judicial costs incurred by a suit as per § 771 ZPO, the buyer shall be liable for the loss that we incur. 4. In the case that the buyer violates his obligations, especially in the event of a default in a payment obligation, we shall have the right to rescind or to demand return of the merchandise; the buyer shall be obligated to hand over the merchandise in question. The retraction or the validation of the reservation of title whenever does not require the total amount payable supplier to rescind; in such cases or should the reserved goods be attached by us, a rescission of the contract is not paid on delivery in an irrevocable mannereffect, unless we should explicitly declared it to be so. 5. In the event that the buyer has resold the purchased object in the course of a proper business transaction, as such he shall now relinquish all demands in the amount of the invoiced amount (including VAT tax), which will arise from the resale towards his customer or a third party and this irrespective of whether the purchased object has been resold prior to or after having been processed. The said reservation buyer shall be valid for authorised to collect on this demand even after rights have been transferred. Our authority to collect on this demand ourselves shall remain unaffected by this. We hereby do bind ourselves, however, to not collect on this demand as long as the full amount is still outstandingbuyer has met his payment obligations from the revenue received from the sale, does not default on his payment obligation and upon particularly no insolvency proceedings are initiated or the request buyer has declared bankruptcy. Should this be the case, we shall be able to demand that the buyer inform us of the Sellerdemands passed on and the debtor, the Purchaser commits to allow access of the Seller to its facilities, during normal working hours, to retrieve the goods or supplies. (2) In case the material or supply subject to reservation of title is at the premises or facilities of third parties, or even incorporated to other products, sets, machines, equipment or installations also property of third parties, upon the request of the Seller, the Purchaser shall be obliged to perform provides us with all the necessary actions that allow the Seller to take control information for collection, hand over all of the goods or supplies as soon as possible. All costs resulting from relative documents and inform the above-mentioned operations, including expenses derived from dismantling, packaging and transportation debtor (third party) of the materials assignment. 6. The further processing or supplies, shall be borne re-creation of the purchased object by the Purchaserbuyer shall always be performed to our benefit. The Purchaser must maintain and take care of Should the materials or supplies purchased object have been processed in combination with due diligenceother objects that do not belong to us, avoiding any loss or damage, being liable for the maintenance costs and any other resulting from damages caused to the Seller. (3) Upon the request of the Seller, the Purchaser commits to recognise the reservation of title in a Public Deed and to register it into the corresponding Register. (4) If the Purchaser was declared bankrupt or similar, it as such we shall abstain from including the goods or supplies subject to title of reservation of title into its assets and shall inform the Seller immediately. (5) The Purchaser shall abstain from performing any assignment, alienation or levy action for any title over the goods or supplies as long as there is any pending payment for any amount agreed. In case the Purchaser sold the products, goods or supplies, the Seller would be able to claim payment acquire joint ownership to the new Purchaserobject in proportion to the value of the purchased object (invoiced end amount including VAT tax) as compared to the other processed objects at the time such processing took place. Incidentally, even in the case of the latter had included them object that was created in the processing process the same shall apply as for the purchased object that was delivered under reservation. 7. Should the purchased object be combined inseparably with other machinesobjects that do not belong to us, setsas such we shall acquire joint ownership to the new object in proportion to the value of the purchased object (invoiced end amount including VAT tax) as compared to the other processed objects at the time such processing took place. Should the processing have occurred in such a way that the buyer’s object is viewed as the main object, productsit is agreed that the buyer shall assign us with joint ownership proportionately. Thus, equipment the buyer shall safely keep the sole ownership or installationsjoint ownership created in this manner to our benefit.

Reservation of Title. (1) The sale shall be considered as executed using reservation of title whenever the total amount payable is not paid on delivery in an irrevocable manner9.1. The said reservation shall be valid for as supplied product (the "joint product") remains the property of the Supplier until full payment of all due claims that the Supplier possesses or acquires from the business relation with the Purchaser. As long as the full amount is still outstanding, and upon the request of the Seller, the Purchaser commits to allow access of the Seller to its facilities, during normal working hours, to retrieve the goods or supplies. (2) In case the material or supply subject to reservation of title is applicable, Purchaser is not entitled without Supplier's consent to pledge, assign as security, or relinquish the claim on the product subject to retention of title. The Supplier must be informed immediately of any third-party pledging. 9.2. If the Purchaser processes the product subject to retention of title to create a new item ("joint product"), such processing is done for the Supplier. Any acquisition of ownership by the Purchaser pursuant to § 950 BGB is excluded. If the joint product is processed, mixed, or transformed with items not belonging to the Supplier, the Supplier acquires joint ownership in the new item in the ratio of the products supplied by it and the other products at the premises or facilities time of processing. The Purchaser shall keep the new item safe for the Supplier with the diligence of a prudent businessman. 9.3. The new item is considered a joint product in the sense of this clause. The Purchaser herewith assigns its claims from a resale of these new joint products to the Supplier to the amount of the value corresponding to the value of the joint products in the new item, in the ratio of the invoiced amount of the joint products and the products contributed by third parties. If the new item is resold together with other products not belonging to the Supplier for a total price, or even incorporated the Purchaser herewith assigns its claims from the resale to other products, sets, machines, equipment or installations also property of third parties, upon the request amount of the SellerSupplier's share corresponding to the value of the joint products in the total delivery. 9.4. The Purchaser shall likewise assign to the Supplier all claims for securing any claims against it arising vis-a-vis a third party from the combination of the joint product with a plot of land. 9.5. The Purchaser is revocably entitled to collect the claims arising from resale in the course of an ordinary business transaction. Independent of the above, the Supplier has the right to collect claims itself if the Purchaser violated its contractual obligations, in particular if it is in default. On request, the Purchaser shall be obliged to perform all name the necessary actions that allow the Seller to take control debtors of the goods or supplies as soon as possible. All costs resulting from the above-mentioned operations, including expenses derived from dismantling, packaging assigned claims and transportation notify them of the materials or supplies, shall be borne by the Purchaserassignment. The Purchaser must maintain and take care assertion of the materials or supplies with due diligence, avoiding any loss or damage, being liable for the maintenance costs and any other resulting from damages caused to the Seller. (3) Upon the request of the Seller, the Purchaser commits to recognise the reservation of title and in a Public Deed and particular the demand that the products be returned is only considered withdrawal from the contract if expressly stated to register it into the corresponding Registerconstitute such withdrawal. (4) If the Purchaser was declared bankrupt or similar, it shall abstain from including the goods or supplies subject to title of reservation of title into its assets and shall inform the Seller immediately. (5) The Purchaser shall abstain from performing any assignment, alienation or levy action for any title over the goods or supplies as long as there is any pending payment for any amount agreed9.6. In case the Purchaser sold the products, goods or suppliesOn Purchaser's request, the Seller would Supplier undertakes to release at its discretion the securities to which it is entitled insofar as the liquidable value of these securities exceeds the claims to be able to claim payment to the new Purchaser, even in case the latter had included them in other machines, sets, products, equipment or installationssecured by more than 10%.

Reservation of Title. XXXX reserves the title to the delivered goods until receipt of full payment of the present and future claims under the contract for delivery and an ongoing business relationship (1) The sale shall be considered as executed using “Secured Claims”). Any goods subject to a reservation of title whenever (“Conditional Goods”) may neither be pledged to any third party nor be assigned by way of security until full payment of the total amount payable is not paid on delivery in an irrevocable mannerSecured Claims has been made. The said Purchaser shall inform ISAR without delay if and to the extent any Conditional Goods are seized by a third party. In case of any breach of contract by the Purchaser, including but not limited to a default in payment, ISAR may terminate the contract subject to the statutory provisions and may demand return of the Conditional Goods by reason of the reservation of title and the termination. If the Purchaser fails to pay the purchase price when due, ISAR may only assert these rights after ISAR has set the Purchaser an appropriate deadline for payment and that deadline has lapsed or the setting of such deadline is superfluous under the applicable statutory provisions. The Purchaser may resell and/or process the Conditional Goods in the ordinary course of business subject to the following additional provisions: a) The retention of title shall extend to the full value of the products created by processing the Conditional Goods or mingling or combining Conditional Goods with other products; in this respect, ISAR shall be valid deemed to be the manufacturer. If Conditional Goods are processed, mingled or combined with goods of any third parties and such third parties retain their rights of ownership, ISAR shall acquire a pro-rata co-owner’s interest based on the invoiced values of the processed, mingled or combined goods. In all other respects, the resulting product shall be subject to the same provisions as the Conditional Goods. b) The Purchaser already now assigns to ISAR by way of security any accounts receivable from third parties resulting from the resale of Conditional Goods or the product in their full amount or, if applicable, in the amount of ISAR’s coowner’s interest as provided for in the above paragraph and XXXX accepts such assignment. c) The Purchaser shall have the right to collect accounts receivable apart from ISAR. XXXX agrees not to collect any accounts receivable as long as the full amount Purchaser is still outstandingnot in default in payment, no petition to open insolvency proceedings is filed and upon no other defect in its ability to perform occurs. Otherwise, ISAR may demand that the request Purchaser informs XXXX about the assigned accounts receivable and their debtors, provides all information required for collection, hands over the related documents and informs the debtors (third parties) about the assignment. d) If the realizable value of the Sellersecurities exceeds ISAR’s claims by more than 20 %, the Purchaser commits to allow access of the Seller to ISAR shall release securities at its facilities, during normal working hours, to retrieve the goods or supplies. (2) In case the material or supply subject to reservation of title is at the premises or facilities of third parties, or even incorporated to other products, sets, machines, equipment or installations also property of third parties, upon the request of the Seller, the Purchaser shall be obliged to perform all the necessary actions that allow the Seller to take control of the goods or supplies as soon as possible. All costs resulting from the above-mentioned operations, including expenses derived from dismantling, packaging and transportation of the materials or supplies, shall be borne choice if so requested by the Purchaser. The Purchaser must maintain and take care of the materials or supplies with due diligence, avoiding any loss or damage, being liable for the maintenance costs and any other resulting from damages caused to the Seller. (3) Upon the request of the Seller, the Purchaser commits to recognise the reservation of title in a Public Deed and to register it into the corresponding Register. (4) If the Purchaser was declared bankrupt or similar, it shall abstain from including the goods or supplies subject to title of reservation of title into its assets and shall inform the Seller immediately. (5) The Purchaser shall abstain from performing any assignment, alienation or levy action for any title over the goods or supplies as long as there is any pending payment for any amount agreed. In case the Purchaser sold the products, goods or supplies, the Seller would be able to claim payment to the new Purchaser, even in case the latter had included them in other machines, sets, products, equipment or installations.