Common use of Reservation of Title Clause in Contracts

Reservation of Title. 13.1 The products which IMCD supplies to the Purchaser will remain the property of IMCD until the Purchaser has paid all amounts, including interest and costs, it owes to IMCD under or in connection with the Agreement. 13.2 Before payment has been made in full, the Purchaser shall not have the right to fully or partially pledge the products to third parties. Purchaser shall further not have the right to transfer ownership of the products, other than in accordance with its normal activities or the normal use of the products. 13.3 The Purchaser shall keep the products delivered subject to a reservation of title with due care and as the recognisable property of IMCD and shall insure these products against damage and theft. 13.4 If one of the situations described in Article 12.1 arises, IMCD shall have the right to take back itself, or have someone else take back, the products which are its property, at the Purchaser’s expense, from the place where they are located. The Purchaser will cooperate fully and hereby authorises IMCD irrevocably, if that situation arises, to enter, or have someone enter, the premises in use by or for the Purchaser. 13.5 The Purchaser shall not be permitted to rely upon a right of retention with regard to the costs incurred in connection with the safekeeping pursuant to Article 13.3, or to offset those costs against its performance. 13.6 If the Purchaser forms a new product from, or partly from, the products delivered to it by IMCD, IMCD shall have co-ownership title and rights on the new product in proportion of the value of the products processed or mixed in relation to the new product. Furthermore, the Purchaser shall keep (part of) the product for IMCD, and IMCD shall always remain the owner equal to its share of co-ownership until all the obligations referred to Article 13.1 have been fulfilled.

Reservation of Title. 13.1 1. The products which IMCD supplies goods shall remain our property until the purchase price and all current and fu- ture claims resulting from this business relationship with the customer have been paid in full. Inclusion of the purchase price claim against the customer in a current account and recognition of a balance shall not affect our reservation of title. 2. The customer shall be obliged to treat the goods purchased with care; in particular, he shall be obliged to insure them at his own expense against loss, damage, or destruc- tion, e.g. by fire, flooding, or theft. The insurance coverage shall be new for old. The custo- mer hereby cedes his claims from these insurance contracts to us with immediate effect. We hereby accept such cession of claims. 3. The customer shall not be entitled to pledge or transfer by way of security any of the goods that are still our property. He shall, however, be allowed to resell, in the nor- mal course of business, the goods supplied, subject to the Purchaser will remain following stipulations: the property above-mentioned right shall not apply if the customer has – in a legally effective manner – yielded or pledged the claim resulting from the resale transaction against his customer to a third party or has agreed on a prohibition to assign. 4. In order to secure the fulfilment of IMCD until all our claims listed in item X clause 1 the Purchaser has paid custo- mer hereby cedes to us all amountsclaims, including interest all future and costsconditional claims, it owes resulting from resale of the goods supplied by us and all subsidiary rights to IMCD under or in connection the extent of the va- xxx of the goods supplied and with the Agreementpriority over all other claims against him. We hereby accept such cession of claims. 13.2 Before payment has been made in full5. As long and insofar as the customer meets his financial obligations towards us he shall be entitled to collect his receivables ceded to us from his customers within usual execution of business. He shall not, the Purchaser shall not have the right however, be entitled to fully agree on an open account relationship or partially a prohibition to assign with his customers regarding these receivables or to assign or pledge the products them to third parties. Purchaser shall further not have Where – contrary to clause 2 – there is an open account relationship between our customer and the right to transfer ownership purchaser of the productsgoods sold on con- dition, other than the claim ceded in accordance with its normal activities or advance shall also encompass the normal use balance recognised and in the event of insolvency of the productspurchaser shall also encompass the existing balance. 13.3 The Purchaser 6. Upon our request the customer shall keep the products delivered subject to a reservation of title with due care and as the recognisable property of IMCD and shall insure these products against damage and theft. 13.4 If one give detailed proof of the situations described in Article 12.1 arises, IMCD claims ceded to us and notify his debtors of such cession and ask them to make payments directly to us un- til our claims against the customer have been satisfied. We shall have the right to notify the customer’s debtors of the cession ourselves at any time and to collect receivables. However, we shall not make use of this right as long as the customer meets his xxxxx- cial obligations towards us properly and without delay, no request for adjudication of bankruptcy is filed by the customer and the customer does not suspend payments. If, however, one of the cases mentioned above occurs we shall be entitled to require the customer to inform us about the claims assigned and the corresponding debtors, to pro- vide all information required to collect the debts and to hand over the corresponding documents. 7. In the event of seizure of property or of other interventions by third parties the customer shall immediately notify us in writing so we can take back itselflegal action according to section 771 of the German Code of Civil Procedure (ZPO). 8. Customer treatment, processing or reshaping of goods supplied by us with reserva- tion of title shall always be done on our behalf without giving rise to any commitments or liabilities on our part. Where the goods supplied by us with reservation of title are processed in conjunction with other items that are not our property, we shall acquire pro rata property in the new chattel created (according to the ratio between the final sum of our invoice including value added tax and the value of the other items used at the time of processing). The stipulations that apply to the items supplied by us with re- servation of title shall equally apply to the newly created chattel. Where the goods sup- plied by us with reservation of title are inseparably joined with other items that are not our property, we shall acquire pro rata property in the new chattel created (according to the ratio between the final sum of our invoice including value added tax and the value of the other mixed or joined items used at the time of mixing or joining). Where such mixing or joining is done such that the customer’s item must be deemed the main item the customer shall transfer a pro rata property share in the item to us. The customer shall take care of the resulting exclusive or joint property on our behalf. In the normal course of business and as long as the customer meets his obligations resulting from our business relationship in a timely manner he shall have someone else take back, the right to dispose of the products which are its propertycreated by such treatment, at processing, reshaping, joining or mixing. Under no circumstances, however, shall the Purchaser’s expense, customer be entitled to resell or otherwise use such new products while agreeing on a prohibition to assign with his customer or to pledge or transfer them by way of security. The customer hereby cedes to us his claims from the place where they are located. The Purchaser will cooperate fully and hereby authorises IMCD irrevocably, if that situation arises, to enter, or sale of such new products in which we have someone enter, the premises in use by or for the Purchaser. 13.5 The Purchaser shall not be permitted to rely upon a right of retention with regard shared ownership to the costs incurred extent of our share in connection ownership. Where the customer joins or mixes the goods supplied by us with a main item he hereby cedes to us his claims against third parties from the safekeeping pursuant sale of such main items to Article 13.3, or to offset those costs against its performance. 13.6 If the Purchaser forms a new product from, or partly from, the products delivered to it by IMCD, IMCD shall have co-ownership title and rights on the new product in proportion extent of the value of the products processed or mixed in relation goods supplied by us. We hereby accept such cession of claims. 9. In order to secure our claims, the customer hereby also cedes to us, to the new productextent of the value of the goods supplied by us, his claims against third parties resulting from the installation of our goods in third party premises. 10. FurthermoreWe hereby commit ourselves to releasing the securities upon request by the custo- mer where the realisable value of our securities is more than 10 per cent in excess of the claims against the customer to be secured. We shall be free to decide which securities to release. 11. If the customer is in breach of contract, in particular if he has been in arrears with payments by more than 10 per cent of the Purchaser invoice total for a significant time we shall keep have the right to rescind the contract and demand restitution of the goods supplied by us without prejudice to any additional claims (part offor damages) that we may have. We shall have the product for IMCD, and IMCD right to use the returned goods as we deem fit. The proceeds generated by such use – minus appropriate costs – shall always remain be deducted from the owner equal to its share of co-ownership until all the obligations referred to Article 13.1 have been fulfilledcustomers’ debt with us.

Reservation of Title. 13.1 13.1. The products which IMCD supplies to the Purchaser will remain the property of IMCD until the Purchaser has paid all amounts, including interest and costs, it owes to IMCD under or in connection with the Agreement. 13.2 13.2. Before payment has been made in full, the Purchaser shall not have the right to fully or partially pledge the products to third parties. Purchaser shall further not have the right to transfer ownership of the products, other than in accordance with its normal activities or the normal use of the products. 13.3 13.3. The Purchaser shall keep the products delivered subject to a reservation of title with due care and as the recognisable property of IMCD and shall insure these products against damage and theft. 13.4 13.4. If one of the situations described in Article 12.1 arises, IMCD shall have the right to take back itself, or have someone else take back, the products which are its property, at the Purchaser’s expense, from the place where they are located. The Purchaser will cooperate fully and hereby authorises IMCD irrevocably, if that situation arises, to enter, or have someone enter, the premises in use by or for the Purchaser. 13.5 13.5. The Purchaser shall not be permitted to rely upon a right of retention with regard to the costs incurred in connection with the safekeeping pursuant to Article 13.3, or to offset those costs against its performance. 13.6 13.6. If the Purchaser forms a new product from, or partly from, the products delivered to it by IMCD, IMCD shall have co-ownership title and rights on the new product in proportion of the value of the products processed or mixed in relation to the new product. Furthermore, the Purchaser shall keep (part of) the product for IMCD, and IMCD shall always remain the owner equal to its share of co-ownership until all the obligations referred to Article 13.1 have been fulfilled.

Reservation of Title. 13.1 13.1. The products which IMCD supplies to the Purchaser will remain the property of IMCD until the Purchaser has paid all amounts, including interest and costs, it owes to IMCD under or in connection with the Agreement. 13.2 13.2. Before payment has been made in full, the Purchaser shall not have the right to fully or partially pledge the products to third parties. Purchaser shall further not have the right to transfer ownership of the products, other than in accordance with its normal activities or the normal use of the products. 13.3 13.3. The Purchaser shall keep the products delivered subject to a reservation of title with due care and as the recognisable recognizable property of IMCD and shall insure these products against damage and theft. 13.4 13.4. If one of the situations described in Article 12.1 arises, IMCD shall have the right to take back itself, or have someone else take back, the products which are its property, at the Purchaser’s expense, from the place where they are located. The Purchaser will cooperate fully and hereby authorises authorizes IMCD irrevocably, if that situation arises, to enter, or have someone enter, the premises in use by or for the Purchaser. 13.5 13.5. The Purchaser shall not be permitted to rely upon a right of retention with regard to the costs incurred in connection with the safekeeping pursuant to Article 13.3, or to offset those costs against its performance. 13.6 13.6. If the Purchaser forms a new product from, or partly from, the products delivered to it by IMCD, IMCD shall have co-ownership title and rights on the new product in proportion of the value of the products processed or mixed in relation to the new product. Furthermore, the Purchaser shall keep (part of) the product for IMCD, and IMCD shall always remain the owner equal to its share of co-ownership until all the obligations referred to Article 13.1 have been fulfilled.

Reservation of Title. 13.1 The products which IMCD supplies to the Purchaser will remain the property of IMCD until the Purchaser has paid all amounts, including interest and costs, it owes to IMCD under or in connection with the AgreementContract. 13.2 Before payment has been made in full, the Purchaser shall not have the right to fully or partially pledge the products to third parties. Purchaser shall further not have the right to transfer ownership of the products, other than in accordance with its normal activities or the normal use of the products. 13.3 The Purchaser shall keep the products delivered subject to a reservation of title with due care and as the recognisable property recognizable prope rty of IMCD and shall insure these products against damage and theft. 13.4 If one of the situations described in Article 12.1 arises, IMCD shall have the right to take back itself, or have someone else take back, the products which are its property, at the Purchaser’s expense, from the place where they are located. The Purchaser will cooperate fully and hereby authorises authorizes IMCD irrevocably, if that situation arises, to enter, or have someone enter, the premises in use by or for the Purchaser. 13.5 The Purchaser shall not be permitted to rely upon a right of retention with regard to the costs incurred in connection with the t he safekeeping pursuant to Article 13.3, or to offset those costs against its performance. 13.6 If the Purchaser forms a new product from, or partly from, the products delivered to it by IMCD, IMCD shall have co-ownership title and rights on the new product in proportion of the value of the products processed or mixed in relation to the new product. Furthermore, the Purchaser shall keep (part of) the product for IMCD, and IMCD shall always remain the owner equal to its share of co-ownership until all the obligations referred to Article 13.1 have been fulfilled.