Common use of Reservation of Title Clause in Contracts

Reservation of Title. The transfer of ownership of the delivered products is suspended until full payment of the price of these by the professional purchaser, in principal and accessories, even in case of granting of payment deadlines. Any clause to the contrary, in particular inserted in the general conditions of purchase, is deemed unwritten. By express agreement, the company LABORATOIRES XXXXXXX will be able to enforce its rights under this retention of title clause in its own name and on its own behalf and/or in the name and on behalf of its suppliers, for any of its outstanding debts that remain partially or totally unpaid, on all of its products and/or the products of its suppliers still in the possession of the professional purchaser, these are conventionally presumed to be those unpaid, and the company LABORATOIRES XXXXXXX may, by right and without formality, take them back or claim them as compensation for all its unpaid invoices, at the expense, risk and peril of the professional purchaser and without prejudice to its right to terminate the sales in progress. Any deposit paid by the professional purchaser will remain acquired to the company LABORATOIRES XXXXXXX as a lump sum compensation, without prejudice to all other actions that it would be entitled to take against the professional purchaser. However, the risk of loss or deterioration shall pass to the professional purchaser upon delivery of the ordered products. During the period of retention of title, the professional purchaser must insure the unpaid goods against any damage suffered or caused by them, until full transfer of ownership, the insurance policies must mention the ownership of the company LABORATOIRES XXXXXXX or suppliers of the latter. The professional purchaser is obliged to justify it to the company LABORATOIRES XXXXXXX at the time of the delivery. Failing this, the company LABORATOIRES XXXXXXX would be entitled to delay the delivery until presentation of this proof. The professional purchaser may only resell the unpaid products in the normal course of business. It may in no case pledge, grant a security interest, pledge or transfer the ownership of its unpaid stocks as a guarantee. The professional purchaser must immediately notify the company LABORATOIRES XXXXXXX in case of seizure or any other intervention of a third party or of transfer or pledge of its business. If the professional purchaser resells the products before full payment, it will be deemed to have resold on behalf of the company LABORATOIRES XXXXXXX; the deposits already paid by it will then be automatically offset against the sums owed to the company LABORATOIRES XXXXXXX for the sale made on its behalf. The company LABORATOIRES XXXXXXX may also require, in case of total or partial non-payment of an invoice on the due date, the resolution of the sale and the reclamation of the products delivered after sending a simple formal notice, the return costs being borne by the professional purchaser and the payments made remaining acquired to the company LABORATOIRES XXXXXXX as a penalty clause. Similarly, the company LABORATOIRES XXXXXXX may unilaterally, after sending a notice of default, draw up or have drawn up an inventory of products it has invoiced still in possession of the professional purchaser, which undertakes to leave free access to its warehouses, stores or other for this purpose, ensuring that the identification of such products is always possible. In the event of the opening of insolvency proceedings, to the extent permitted by law and subject to any applicable public policy provisions, outstanding orders will be automatically cancelled and the company LABORATOIRES XXXXXXX reserves the right to reclaim the goods in stock. The above provisions do not prevent the transfer to the professional purchaser of the risks of loss or deterioration of the products subject to retention of title as well as the damage they may cause, as soon as the goods are shipped. The benefit of the present retention of title clause will be automatically transmitted to any third party subrogated in the rights, actions and privileges of the company LABORATOIRES XXXXXXX under its claim.

Reservation of Title. The transfer of ownership of the delivered products is suspended until full payment of the price of these by the professional purchaser, in principal and accessories, even in case of granting of payment deadlines. Any clause to the contrary, in particular inserted in the general conditions of purchase, is deemed unwritten. By express agreement, the company LABORATOIRES XXXXXXX PRODUCTION FALAISE will be able to enforce its rights under this retention of title clause in its own name and on its own behalf and/or in the name and on behalf of its suppliers, for any of its outstanding debts that remain partially or totally unpaid, on all of its products and/or the products of its suppliers still in the possession of the professional purchaser, these are conventionally presumed to be those unpaid, and the company LABORATOIRES XXXXXXX PRODUCTION FALAISE may, by right and without formality, take them back or claim them as compensation for all its unpaid invoices, at the expense, risk and peril of the professional purchaser and without prejudice to its right to terminate the sales in progress. Any deposit paid by the professional purchaser will remain acquired to the company LABORATOIRES XXXXXXX PRODUCTION FALAISE as a lump sum compensation, without prejudice to all other actions that it would be entitled to take against the professional purchaser. However, the risk of loss or deterioration shall pass to the professional purchaser upon delivery of the ordered products. During the period of retention of title, the professional purchaser must insure the unpaid goods against any damage suffered or caused by them, until full transfer of ownership, the insurance policies must mention the ownership of the company LABORATOIRES XXXXXXX PRODUCTION FALAISE or suppliers of the latter. The professional purchaser is obliged to justify it to the company LABORATOIRES XXXXXXX PRODUCTION FALAISE at the time of the delivery. Failing this, the company LABORATOIRES XXXXXXX PRODUCTION FALAISE would be entitled to delay the delivery until presentation of this proof. The professional purchaser may only resell the unpaid products in the normal course of business. It may in no case pledge, grant a security interest, pledge or transfer the ownership of its unpaid stocks as a guarantee. The professional purchaser must immediately notify the company LABORATOIRES XXXXXXX PRODUCTION FALAISE in case of seizure or any other intervention of a third party or of transfer or pledge of its business. If the professional purchaser resells the products before full payment, it will be deemed to have resold on behalf of the company LABORATOIRES XXXXXXXXXXXXXX PRODUCTION FALAISE; the deposits already paid by it will then be automatically offset against the sums owed to the company LABORATOIRES XXXXXXX PRODUCTION FALAISE for the sale made on its behalf. The company LABORATOIRES XXXXXXX PRODUCTION FALAISE may also require, in case of total or partial non-payment of an invoice on the due date, the resolution of the sale and the reclamation of the products delivered after sending a simple formal notice, the return costs being borne by the professional purchaser and the payments made remaining acquired to the company LABORATOIRES XXXXXXX PRODUCTION FALAISE as a penalty clause. Similarly, the company LABORATOIRES XXXXXXX PRODUCTION FALAISE may unilaterally, after sending a notice of default, draw up or have drawn up an inventory of products it has invoiced still in possession of the professional purchaser, which undertakes to leave free access to its warehouses, stores or other for this purpose, ensuring that the identification of such products is always possible. In the event of the opening of insolvency proceedings, to the extent permitted by law and subject to any applicable public policy provisions, outstanding orders will be automatically cancelled and the company LABORATOIRES XXXXXXX PRODUCTION FALAISE reserves the right to reclaim the goods in stock. The above provisions do not prevent the transfer to the professional purchaser of the risks of loss or deterioration of the products subject to retention of title as well as the damage they may cause, as soon as the goods are shipped. The benefit of the present retention of title clause will be automatically transmitted to any third party subrogated in the rights, actions and privileges of the company LABORATOIRES XXXXXXX PRODUCTION FALAISE under its claim.

Reservation of Title. The transfer of ownership of the delivered products is suspended until full payment of the price of these by the professional purchaser, in principal and accessories, even in case of granting of payment deadlines. Any clause to the contrary, in particular inserted in the general conditions of purchase, is deemed unwritten. By express agreement, the company LABORATOIRES XXXXXXX PRODUCTION PLOUEDERN will be able to enforce its rights under this retention of title clause in its own name and on its own behalf and/or in the name and on behalf of its suppliers, for any of its outstanding debts that remain partially or totally unpaid, on all of its products and/or the products of its suppliers still in the possession of the professional purchaser, these are conventionally presumed to be those unpaid, and the company LABORATOIRES XXXXXXX PRODUCTION PLOUEDERN may, by right and without formality, take them back or claim them as compensation for all its unpaid invoices, at the expense, risk and peril of the professional purchaser and without prejudice to its right to terminate the sales in progress. Any deposit paid by the professional purchaser will remain acquired to the company LABORATOIRES XXXXXXX PRODUCTION PLOUEDERN as a lump sum compensation, without prejudice to all other actions that it would be entitled to take against the professional purchaser. However, the risk of loss or deterioration shall pass to the professional purchaser upon delivery of the ordered products. During the period of retention of title, the professional purchaser must insure the unpaid goods against any damage suffered or caused by them, until full transfer of ownership, the insurance policies must mention the ownership of the company LABORATOIRES XXXXXXX PRODUCTION PLOUEDERN or suppliers of the latter. The professional purchaser is obliged to justify it to the company LABORATOIRES XXXXXXX PRODUCTION PLOUEDERN at the time of the delivery. Failing this, the company LABORATOIRES XXXXXXX PRODUCTION PLOUEDERN would be entitled to delay the delivery until presentation of this proof. The professional purchaser may only resell the unpaid products in the normal course of business. It may in no case pledge, grant a security interest, pledge or transfer the ownership of its unpaid stocks as a guarantee. The professional purchaser must immediately notify the company LABORATOIRES XXXXXXX PRODUCTION PLOUEDERN in case of seizure or any other intervention of a third party or of transfer or pledge of its business. If the professional purchaser resells the products before full payment, it will be deemed to have resold on behalf of the company LABORATOIRES XXXXXXXXXXXXXX PRODUCTION PLOUEDERN; the deposits already paid by it will then be automatically offset against the sums owed to the company LABORATOIRES XXXXXXX PRODUCTION PLOUEDERN for the sale made on its behalf. The company LABORATOIRES XXXXXXX PRODUCTION PLOUEDERN may also require, in case of total or partial non-payment of an invoice on the due date, the resolution of the sale and the reclamation of the products delivered after sending a simple formal notice, the return costs being borne by the professional purchaser and the payments made remaining acquired to the company LABORATOIRES XXXXXXX PRODUCTION PLOUEDERN as a penalty clause. Similarly, the company LABORATOIRES XXXXXXX PRODUCTION PLOUEDERN may unilaterally, after sending a notice of default, draw up or have drawn up an inventory of products it has invoiced still in possession of the professional purchaser, which undertakes to leave free access to its warehouses, stores or other for this purpose, ensuring that the identification of such products is always possible. In the event of the opening of insolvency proceedings, to the extent permitted by law and subject to any applicable public policy provisions, outstanding orders will be automatically cancelled and the company LABORATOIRES XXXXXXX PRODUCTION PLOUEDERN reserves the right to reclaim the goods in stock. The above provisions do not prevent the transfer to the professional purchaser of the risks of loss or deterioration of the products subject to retention of title as well as the damage they may cause, as soon as the goods are shipped. The benefit of the present retention of title clause will be automatically transmitted to any third party subrogated in the rights, actions and privileges of the company LABORATOIRES XXXXXXX PRODUCTION PLOUEDERN under its claim.

Reservation of Title. The transfer of Current Account Reservation 1. LSV reserves the ownership of the delivered products is suspended goods until full payment all current and future claims from the contractual relationship and a current business relationship are fully paid (settlement of balance). 2. Until the price of these by the professional purchaser, in principal and accessories, even in case of granting of payment deadlines. Any clause to the contrary, in particular inserted in the general conditions of purchase, is deemed unwritten. By express agreementcollateralised claims are fully settled, the company LABORATOIRES XXXXXXX will be able goods subject to enforce its rights under this retention of title clause in its own name shall not be pledged or assigned as collateral to any third parties. The Customer shall without delay notify LSV of any third-party claims (seizures and on its own behalf and/or in other encumbrances) to goods that belong to LSV. 3. For the name and on behalf of its suppliers, for any of its outstanding debts that remain partially or totally unpaid, on all of its products and/or the products of its suppliers still in the possession duration of the professional purchaser, these are conventionally presumed to be those unpaid, and the company LABORATOIRES XXXXXXX may, by right and without formality, take them back or claim them as compensation for all its unpaid invoices, at the expense, risk and peril of the professional purchaser and without prejudice to its right to terminate the sales in progress. Any deposit paid by the professional purchaser will remain acquired to the company LABORATOIRES XXXXXXX as a lump sum compensation, without prejudice to all other actions that it would be entitled to take against the professional purchaser. However, the risk of loss or deterioration shall pass to the professional purchaser upon delivery of the ordered products. During the period of retention of title, the professional purchaser must insure Customer shall make the unpaid goods against any damage suffered or caused by them, until full transfer needed arrangements for the protection and preservation of ownershipthe delivered goods. In particular, the insurance policies must mention Customer shall duly protect the ownership of the company LABORATOIRES XXXXXXX or suppliers of the latter. The professional purchaser is obliged to justify it to the company LABORATOIRES XXXXXXX at the time of the delivery. Failing thisgoods from fire, the company LABORATOIRES XXXXXXX would be entitled to delay the delivery until presentation of this proof. The professional purchaser may only resell the unpaid products in the normal course of business. It may in no case pledge, grant a security interest, pledge or transfer the ownership of its unpaid stocks as a guarantee. The professional purchaser must immediately notify the company LABORATOIRES XXXXXXX in case of seizure or any other intervention of a third party or of transfer or pledge of its business. If the professional purchaser resells the products before full payment, it will be deemed to have resold on behalf of the company LABORATOIRES XXXXXXX; the deposits already paid by it will then be automatically offset against the sums owed to the company LABORATOIRES XXXXXXX for the sale made on its behalf. The company LABORATOIRES XXXXXXX may also require, in case of total or partial non-payment of an invoice on the due date, the resolution of the sale water and the reclamation of the products delivered after sending a simple formal notice, the return costs being borne by the professional purchaser and the payments made remaining acquired to the company LABORATOIRES XXXXXXX as a penalty clause. Similarly, the company LABORATOIRES XXXXXXX may unilaterally, after sending a notice of default, draw up or have drawn up an inventory of products it has invoiced still in possession of the professional purchaser, which undertakes to leave free access to its warehouses, stores or other for this purpose, ensuring that the identification of such products is always possibletheft. In the event of behaviour of the opening Customer in breach of insolvency proceedingsthe contract, to especially in the extent permitted by law and subject to any applicable public policy event of non- payment of the purchase price due (default of payment), LSV may, in accordance with statutory provisions, outstanding orders will be automatically cancelled rescind the contract and request the company LABORATOIRES XXXXXXX reserves surrender of the goods on the basis of the retention of title. 4. The request for surrender does not necessarily also constitute a declaration of rescission. Rather, LSV may merely request the surrender of the goods and reserve the right to reclaim rescind the contract. If the Customer does not pay the purchase price due, LSV may only assert these rights after having granted the Customer a reasonable grace period for the payment without success or such a grace period is not required pursuant to the statutory regulations. 5. The Customer may continue to sell or process the goods in stock. The above provisions do not prevent the transfer to the professional purchaser of the risks of loss or deterioration of the products subject to retention of title as well as in the damage they may causecourse of his normal business (extended retention of title). In this case, as soon the following provisions shall apply additionally. (a) The retention of title covers any products resulting from the processing, blending or connection of the goods at the full value of these products, whose manufacturer LSV shall be deemed to be. Should third-party ownership rights be retained in the event of processing, blending or connection with third-party goods, LSV shall have co-ownership rights to the new goods in the ratio of the invoice value of the processed, blended or connected goods. Apart from this, the new product shall be subject to the same regulations as the goods are shipped. The benefit delivered subject to retention of title. (b) the Customer hereby proactively assigns the claims against third parties that arise from the resale of the present goods or of the products to LSV in their entirety or in the amount of any co- ownership share of LSV in the new goods to LSV as collateral (assignment as collateral). Moreover, the Customer hereby proactively assigns any compensation claims that he has against insurances or third parties due to damage to the goods subject to retention of title clause to LSV. LSV hereby accepts this assignment. The obligations of the Customer as specified in section X subsection 2 shall apply despite the assigned claims. (c) Besides LSV, the Customer also remains authorised to collect the claims that arise from the resale of the goods subject to title or of the product. LSV undertakes not to collect the claims as long as the Customer complies with his payment obligations towards LSV, does not fall into arrears, no request for institution of insolvency proceedings is made and the Customer's ability to perform is not impaired in any other way. Otherwise, however, LSV may revoke the collection authorisation granted. In this case, LSV may request the Customer to disclose the assigned claims and their debtors, provide all information needed for the collection, surrender the associated documents and inform the debtors (third parties) of the assignment. (d) If the recoverable value of the collateral exceeds the claims of LSV by more than 10 percent, LSV will release collateral of its choice at the request of the Customer. 6. If an assignment prohibition has been effectively agreed between the Customer and the third party whom the goods subject to retention of title or the product is resold to, the resale authorisation pursuant to section X subsection 5 and the collection authorisation pursuant to section X subsection 5 (c) will be automatically transmitted to any third party subrogated in the rights, actions and privileges deemed not granted. The statutory regulation of Section 354 a of the company LABORATOIRES XXXXXXX under its claimGerman Commercial Code (HGB) remains unaffected.

Reservation of Title. The transfer of ownership of the delivered products is suspended until full payment of the price of these by the professional purchaser, in principal and accessories, even in case of granting of payment deadlines. Any clause to the contrary, in particular inserted in the general conditions of purchase, is deemed unwritten. By express agreement, the company LABORATOIRES XXXXXXX Laboratoires de Diffusion de Produits de Santé Appliquée (LDPSA) will be able to enforce its rights under this retention of title clause in its own name and on its own behalf and/or in the name and on behalf of its suppliers, for any of its outstanding debts that remain partially or totally unpaid, on all of its products and/or the products of its suppliers still in the possession of the professional purchaser, these are conventionally presumed to be those unpaid, and the company LABORATOIRES XXXXXXX Laboratoires de Diffusion de Produits de Santé Appliquée (LDPSA) may, by right and without formality, take them back or claim them as compensation for all its unpaid invoices, at the expense, risk and peril of the professional purchaser and without prejudice to its right to terminate the sales in progress. Any deposit paid by the professional purchaser will remain acquired to the company LABORATOIRES XXXXXXX Laboratoires de Diffusion de Produits de Santé Appliquée (LDPSA) as a lump sum compensation, without prejudice to all other actions that it would be entitled to take against the professional purchaser. However, the risk of loss or deterioration shall pass to the professional purchaser upon delivery of the ordered products. During the period of retention of title, the professional purchaser must insure the unpaid goods against any damage suffered or caused by them, until full transfer of ownership, the insurance policies must mention the ownership of the company LABORATOIRES XXXXXXX Laboratoires de Diffusion de Produits de Santé Appliquée (LDPSA) or suppliers of the latter. The professional purchaser is obliged to justify it to the company LABORATOIRES XXXXXXX Laboratoires de Diffusion de Produits de Santé Appliquée (LDPSA) at the time of the delivery. Failing this, the company LABORATOIRES XXXXXXX Laboratoires de Diffusion de Produits de Santé Appliquée (LDPSA) would be entitled to delay the delivery until presentation of this proof. The professional purchaser may only resell the unpaid products in the normal course of business. It may in no case pledge, grant a security interest, pledge or transfer the ownership of its unpaid stocks as a guarantee. The professional purchaser must immediately notify the company LABORATOIRES XXXXXXX Laboratoires de Diffusion de Produits de Santé Appliquée (LDPSA) in case of seizure or any other intervention of a third party or of transfer or pledge of its business. If the professional purchaser resells the products before full payment, it will be deemed to have resold on behalf of the company LABORATOIRES XXXXXXXLaboratoires de Diffusion de Produits de Santé Appliquée (LDPSA); the deposits already paid by it will then be automatically offset against the sums owed to the company LABORATOIRES XXXXXXX Laboratoires de Diffusion de Produits de Santé Appliquée (LDPSA) for the sale made on its behalf. The company LABORATOIRES XXXXXXX Laboratoires de Diffusion de Produits de Santé Appliquée (LDPSA) may also require, in case of total or partial non-payment of an invoice on the due date, the resolution of the sale and the reclamation of the products delivered after sending a simple formal notice, the return costs being borne by the professional purchaser and the payments made remaining acquired to the company LABORATOIRES XXXXXXX Laboratoires de Diffusion de Produits de Santé Appliquée (LDPSA) as a penalty clause. Similarly, the company LABORATOIRES XXXXXXX Laboratoires de Diffusion de Produits de Santé Appliquée (LDPSA) may unilaterally, after sending a notice of default, draw up or have drawn up an inventory of products it has invoiced still in possession of the professional purchaser, which undertakes to leave free access to its warehouses, stores or other for this purpose, ensuring that the identification of such products is always possible. In the event of the opening of insolvency proceedings, to the extent permitted by law and subject to any applicable public policy provisions, outstanding orders will be automatically cancelled and the company LABORATOIRES XXXXXXX Laboratoires de Diffusion de Produits de Santé Appliquée (LDPSA) reserves the right to reclaim the goods in stock. The above provisions do not prevent the transfer to the professional purchaser of the risks of loss or deterioration of the products subject to retention of title as well as the damage they may cause, as soon as the goods are shipped. The benefit of the present retention of title clause will be automatically transmitted to any third party subrogated in the rights, actions and privileges of the company LABORATOIRES XXXXXXX Laboratoires de Diffusion de Produits de Santé Appliquée (LDPSA) under its claim.

Reservation of Title. The transfer of ownership of the delivered products is suspended until full payment of the price of these by the professional purchaser, in principal and accessories, even in case of granting of payment deadlines. Any clause to the contrary, in particular inserted in the general conditions of purchase, is deemed unwritten. By express agreement, the company LABORATOIRES XXXXXXX Loubsol will be able to enforce its the rights it holds under this retention of title clause in its own name and on its own behalf and/or in the name and on behalf of its suppliers, for any of its outstanding debts that remain partially or totally unpaid, on all of its products and/or the products of its suppliers still in the possession of the professional purchaser, these are being conventionally presumed to be those unpaid, and the company LABORATOIRES XXXXXXX mayLoubsol will be able, by right rightfully and without formality, to take again them back or to claim them as in compensation for of all its unpaid invoices, at with the expenseexpenses, risk risks and peril dangers of the professional purchaser and without prejudice to damage of its right to terminate of resolution of the sales in progress. Any deposit paid by the professional purchaser will remain acquired to by the company LABORATOIRES XXXXXXX Loubsol as a lump sum compensation, without prejudice to all other actions that it would be entitled to take against the professional purchaser. However, the risk of loss or and deterioration shall pass to the professional purchaser upon delivery of the ordered products. During the period of retention of title, the professional purchaser must insure shall insure, at its expense, the unpaid goods against any damage suffered or caused by them, until full transfer of ownership, the insurance policies must mention the ownership of the company LABORATOIRES XXXXXXX Loubsol or suppliers of the latter. The professional purchaser is obliged to justify it to the company LABORATOIRES XXXXXXX Loubsol at the time of the delivery. Failing thisOtherwise, the company LABORATOIRES XXXXXXX Loubsol would be entitled to delay the delivery until the presentation of this proof. The professional purchaser may only resell the unpaid products in the normal course of business. It In no may in no it case pledge, grant a security interest, pledge offer as collateral or transfer the ownership of its unpaid stocks as a guarantee. The professional purchaser must immediately notify the company LABORATOIRES XXXXXXX Loubsol in case of seizure or any other intervention of a third party or of transfer or pledge of its business. If the professional purchaser resells the products before full payment, it he will be deemed to have resold on behalf of the company LABORATOIRES XXXXXXXcompanyLoubsol; the deposits already paid by it him will then be automatically offset against the sums owed to the company LABORATOIRES XXXXXXX Loubsol for the sale made on its his behalf. The company LABORATOIRES XXXXXXX Loubsol may also require, in case of total or partial non-payment of an invoice on the due date, the resolution of the sale and the reclamation of the products delivered after sending a simple formal notice, the return costs being borne by the professional purchaser and the payments made remaining acquired to the company LABORATOIRES XXXXXXX Loubsol as a penalty clause. Similarly, the company LABORATOIRES XXXXXXX Loubsol may unilaterally, after sending a notice of default, draw up or have drawn up an inventory of products it has invoiced still in possession of the professional purchaser, which who undertakes to leave free access to its warehouses, stores or other for this purpose, ensuring that the identification of such products is always possible. In the event of the opening of insolvency proceedings, to the extent permitted by law and subject to any applicable public policy provisions, outstanding orders will be automatically cancelled and the company LABORATOIRES XXXXXXX Loubsol reserves the right to reclaim the goods in stock. The above provisions do not prevent the transfer to the professional purchaser of the risks of loss or deterioration of the products goods subject to retention of title as well as the damage they may cause, as soon as the goods are shipped. The benefit of the present retention of title clause will be automatically transmitted to any third party subrogated in the rights, actions and privileges of the company LABORATOIRES XXXXXXX under its claim.company