Common use of Retention of Ownership Clause in Contracts

Retention of Ownership. 7.1 The Seller retains title to all delivered Product until the purchase price has been paid in full and all claims arising from the commercial relationship with the Customer have been settled. Should there be a current account credit balance, the Seller retains ownership until the balance is settled; in respect of bills of exchange or cheques, until they are cleared in full without any reservation. 7.2 Should the retention of title expire as a result of treatment or processing, combination or merging, the Seller shall become the owner or co-owner of the resulting new item in the proportion of the value of the Product to that of the new item. The Customer shall hold the latter in safekeeping for the Seller free of charge. Should any claims arise from the loss of our reserved property or new joint ownership, these are hereby transferred to the Seller. 7.3 In the event that the Customer acts in violation of the Agreement, in particular if the agreed payment dates are not met, the Seller is entitled to withdraw from the Agreement. If the Seller withdraws from the Agreement, the Customer is obliged to return the delivered Product without undue delay. Insofar as these have become essential components of a property, the Customer undertakes to allow the Seller to dismantle the items that can be removed without significant impairment of the structure (and/or to secure that the Seller can and is permitted to enter any premises necessary to dismantle respective items) and to transfer the ownership of these items back to the Seller. Should the Customer interfere with the aforementioned rights, it shall be liable to pay damages to the Seller. Disassembly and other costs shall be borne by the Customer. 7.4 The Customer shall be entitled to process and sell the delivered items in the usual course of business. The claims against third parties arising from the further distribution are hereby assigned to the Seller as a preventive measure. The Customer is obliged to issue a confirmation proving such an assignment at the Seller’s request or to execute respective assignment. The Seller hereby accepts the assignment. 7.5 As long as the Customer meets his payment obligations, he is authorized to collect the assigned claims on behalf of the Seller. The proceeds shall be transferred to the Seller immediately. The Customer hereby authorizes the Seller to notify the third-party debtor of the assignment. 7.6 The Customer shall not be entitled to pledge or assign by way of security to third parties, in particular financial institutions, the items subject to retention of title without the written consent of the Seller. The Customer shall immediately notify the Seller of any interference by third parties regarding the reserved goods or equipment or the claims obtained through their sale, in particular through pledging. Resale in the event of insolvency shall be inadmissible. In the event that the Customer is declared insolvent or is in a state of de facto insolvency, the Seller shall be entitled to withdraw from the Agreement. 7.7 All items subject to retention of title shall be insured against natural disasters (fire, flood etc.) and theft by the Customer. All relevant claims against the insurance company are hereby assigned to the Seller. The Customer is obliged to issue a confirmation proving such an assignment at the Seller’s request or to execute respective assignment. The Seller hereby accepts the assignment.

Appears in 2 contracts

Samples: General Terms and Conditions, General Terms and Conditions

AutoNDA by SimpleDocs

Retention of Ownership. 7.1 (1) We reserve the right of ownership and the right of disposition to the delivery goods until such time as all payments from the supply agreement and any previous agreements have been received. This includes accounts receivable from checks and bills of exchange as well as those from current accounts. Should a liability related to payment by bill of exchange accrue to us in the course of the buyer's payment, then this shall in no way eliminate our retention to ownership before the possibility of us being invoked for the bill of exchange is excluded. (2) Prior to the full and complete settlement of our aforesaid accounts receivable, the buyer shall be entitled to continue using the delivered products in the proper course of his ordinary business, unless a non-assignment agreement has been entered into with third parties for accounts receivable pursuant to point 10 (5) which have been assigned to us in advance. Prior to full and complete settlement, pledging and assignment as security shall be prohibited and resale shall only be permitted for resellers in the course of their usual business, under the condition that the reseller receives payment from his customer and forwards it to us immediately. Any intervention expenses which may arise are to be born by the buyer. (3) In the case of attachments, confiscation or other dispositions and interference by third parties, the buyer is to notify us immediately. (4) In the event of behavior of the buyer which violates the agreement, in particular in the event of delayed payment, we shall be entitled, after issuing appropriate payment reminder, to reclaim the delivery goods and the buyer shall be obligated to relinquish these. (5) The Seller retains title assertion of the reservation of ownership as well as the attachment of the delivery goods by us shall not be deemed to constitute withdrawal from the agreement, provided that the German Installment Purchase Act does not apply. (6) The buyer at this point assigns to us all delivered Product until accounts receivable up to the proportionate amount of our invoice, including sales tax/VAT with all ancillary rights, which he accumulates through resale to customers or third parties. This shall also apply in cases where the buyer has placed the purchase price money claim which has been paid in full and all claims arising from the commercial relationship with the Customer have been settled. Should there be accrued to him through resale into a current account credit balancearranged with a customer or third party. We will accept the assignment. (7) In the event of connection with real estate or moveable property belonging to third parties or with processing within the framework of a contract for work and services, then the buyer at this point assigns to us the receivables for work compensation and/or the resulting share of coownership up to the proportionate amount of our invoice, including sales tax/VAT for the jointly processed conditional goods. We will accept the assignment. (8) The buyer is hereby authorized to independently collect the preceding accounts receivable which have been assigned, within the framework of his usual order of business, provided that the collected proceeds are promptly forwarded to us. (9) Such authorization to collect the assigned accounts receivable shall be revoked in the event of delayed payment, the Seller retains ownership until petition for out of court insolvency proceedings or in the balance is settled; in respect case of bills protest of exchange a check or cheques, until they are cleared in full without any reservationbill of exchange. 7.2 Should (10) To the retention extent that the delivery goods have become essential components or immovable fixtures of title expire as a result of treatment or processing, combination or mergingreal property, the Seller shall become buyer undertakes, in the owner event of noncompliance with the agreed payment deadlines, to allow us to dismantle or co-owner dismount such objects as can be removed without causing a substantial impediment to the structure, so as retake possession of the objects. If the buyer interferes with our aforesaid rights, then he shall be obligated to compensate us for any resulting new item in damages. The expenses for dismantling, dismounting or other expenses which arise, are to be borne by the proportion of buyer. (11) If the realizable value of the Product collateral securities which have been reserved for us, either solely for the purposes of this retention of ownership clause or together with any other collateral, exceeds our secured claims by more than 10%, then we shall be obligated to that the same extent to release collateral of our choice, if the buyer thus demands. (12) We are entitled, at the expense of the new item. The Customer shall hold buyer, to insure the latter in safekeeping for delivery goods against theft, fire, water and other damage, unless the Seller free buyer can provide evidence of charge. Should any claims arise from the loss of our reserved property or new joint ownership, these are hereby transferred to the Selleralready having done so himself. 7.3 (13) In the event that of behavior on the Customer acts in violation part of the Agreementbuyer which violates the agreement, in particular if in the agreed payment dates are not metevent of delayed payment, we shall be entitled to repossess the Seller is entitled delivery goods after an appropriate reminder process and the buyer shall be obligated to return the goods. (14) The filing of a petition for insolvency proceedings shall entitle to withdraw from the Agreement. If agreement and to demand the Seller withdraws from the Agreement, the Customer is obliged to immediate return the delivered Product without undue delay. Insofar as these have become essential components of a property, the Customer undertakes to allow the Seller to dismantle the items that can be removed without significant impairment of the structure (and/or to secure that the Seller can and is permitted to enter any premises necessary to dismantle respective items) and to transfer the ownership of these items back to the Seller. Should the Customer interfere with the aforementioned rights, it shall be liable to pay damages to the Seller. Disassembly and other costs shall be borne by the Customerdelivery goods. 7.4 The Customer shall be entitled to process and sell the delivered items in the usual course of business. The claims against third parties arising from the further distribution are hereby assigned to the Seller as a preventive measure. The Customer is obliged to issue a confirmation proving such an assignment at the Seller’s request or to execute respective assignment. The Seller hereby accepts the assignment. 7.5 As long as the Customer meets his payment obligations, he is authorized to collect the assigned claims on behalf of the Seller. The proceeds shall be transferred to the Seller immediately. The Customer hereby authorizes the Seller to notify the third-party debtor of the assignment. 7.6 The Customer shall not be entitled to pledge or assign by way of security to third parties, in particular financial institutions, the items subject to retention of title without the written consent of the Seller. The Customer shall immediately notify the Seller of any interference by third parties regarding the reserved goods or equipment or the claims obtained through their sale, in particular through pledging. Resale in the event of insolvency shall be inadmissible. In the event that the Customer is declared insolvent or is in a state of de facto insolvency, the Seller shall be entitled to withdraw from the Agreement. 7.7 All items subject to retention of title shall be insured against natural disasters (fire, flood etc.) and theft by the Customer. All relevant claims against the insurance company are hereby assigned to the Seller. The Customer is obliged to issue a confirmation proving such an assignment at the Seller’s request or to execute respective assignment. The Seller hereby accepts the assignment.

Appears in 1 contract

Samples: Delivery and Performance Agreement

Retention of Ownership. 7.1 10.1. We reserve the right of ownership and the right of disposition to the delivery goods until such time as all payments from the supply agreement and any previous agreements have been received. This includes accounts receivable from checks and bills of exchange as well as those from current accounts. Should a liability related to payment by bill of exchange accrue to us in the course of the buyer's payment, then this shall in no way eliminate our retention to ownership before the possibility of us being invoked for the bill of exchange is excluded. 10.2. In the case of attachments, confiscation or other dispositions and interference by third parties, the buyer is to notify us immediately. 10.3. In the event of behavior of the buyer which violates the agreement, in particular in the event of delayed payment, we shall be entitled, after issuing appropriate payment reminder, to reclaim the delivery goods and the buyer shall be obligated to relinquish these. 10.4. The Seller retains title assertion of the reservation of ownership as well as the attachment of the delivery goods by us shall not be deemed to constitute withdrawal from the agreement. 10.5. The buyer at this point assigns to us all delivered Product until accounts receivable up to the proportionate amount of our invoice, including sales tax/VAT with all ancillary rights, which he accumulates through resale to customers or third parties. This shall also apply in cases where the buyer has placed the purchase price money claim which has been paid in full and all claims arising from the commercial relationship with the Customer have been settled. Should there be accrued to him through resale into a current account credit balancearranged with a 10.6. In the event of connection with real estate or moveable property belonging to third parties or with processing within the framework of a contract for work and services, then the buyer at this point assigns to us the receivables for work compensation and/or the resulting share of coownership up to the proportionate amount of our invoice, including sales tax/VAT for the jointly processed conditional goods. We will accept the assignment. 10.7. The buyer is hereby authorized to independently collect the preceding accounts receivable which have been assigned, within the framework of his usual order of business, provided that the collected proceeds are promptly forwarded to us. 10.8. To the extent that the delivery goods have become essential components or immovable fixtures of real property, the Seller retains ownership until buyer undertakes, in the balance is settled; in respect event of bills noncompliance with the agreed payment deadlines, to allow us to dismantle or dismount such objects as can be removed without causing a substantial impediment to the structure, so as retake possession of exchange the objects. If the buyer interferes with our aforesaid rights, then he shall be obligated to compensate us for any resulting damages. The expenses for dismantling, dismounting or chequesother expenses which arise, until they are cleared in full without any reservationto be born by the buyer. 7.2 Should 10.9. If the retention of title expire as a result of treatment or processing, combination or merging, the Seller shall become the owner or co-owner of the resulting new item in the proportion of the realizable value of the Product collateral securities which have been reserved for us, either solely for the purposes of this retention of ownership clause or together with any other collateral, exceeds our secured claims by more than 10%, then we shall be obligated to that the same extent to release collateral of our choice, if the buyer thus demands. 10.10. We are entitled, at the expense of the new item. The Customer shall hold buyer, to insure the latter in safekeeping for delivery goods against theft, fire, water and other damage, unless the Seller free buyer can provide evidence of charge. Should any claims arise from the loss of our reserved property or new joint ownership, these are hereby transferred to the Selleralready having done so himself. 7.3 10.11. In the event that of behavior on the Customer acts in violation part of the Agreementbuyer which violates the agreement, in particular if in the agreed payment dates are not metevent of delayed payment, we shall be entitled to repossess the Seller is entitled delivery goods after an appropriate reminder process and the buyer shall be obligated to return the goods. 10.12. The filing of a petition for insolvency proceedings shall entitle to withdraw from the Agreement. If agreement and to demand the Seller withdraws from the Agreement, the Customer is obliged to immediate return the delivered Product without undue delay. Insofar as these have become essential components of a property, the Customer undertakes to allow the Seller to dismantle the items that can be removed without significant impairment of the structure (and/or to secure that the Seller can and is permitted to enter any premises necessary to dismantle respective items) and to transfer the ownership of these items back to the Seller. Should the Customer interfere with the aforementioned rights, it shall be liable to pay damages to the Seller. Disassembly and other costs shall be borne by the Customerdelivery goods. 7.4 The Customer shall be entitled to process and sell the delivered items in the usual course of business. The claims against third parties arising from the further distribution are hereby assigned to the Seller as a preventive measure. The Customer is obliged to issue a confirmation proving such an assignment at the Seller’s request or to execute respective assignment. The Seller hereby accepts the assignment. 7.5 As long as the Customer meets his payment obligations, he is authorized to collect the assigned claims on behalf of the Seller. The proceeds shall be transferred to the Seller immediately. The Customer hereby authorizes the Seller to notify the third-party debtor of the assignment. 7.6 The Customer shall not be entitled to pledge or assign by way of security to third parties, in particular financial institutions, the items subject to retention of title without the written consent of the Seller. The Customer shall immediately notify the Seller of any interference by third parties regarding the reserved goods or equipment or the claims obtained through their sale, in particular through pledging. Resale in the event of insolvency shall be inadmissible. In the event that the Customer is declared insolvent or is in a state of de facto insolvency, the Seller shall be entitled to withdraw from the Agreement. 7.7 All items subject to retention of title shall be insured against natural disasters (fire, flood etc.) and theft by the Customer. All relevant claims against the insurance company are hereby assigned to the Seller. The Customer is obliged to issue a confirmation proving such an assignment at the Seller’s request or to execute respective assignment. The Seller hereby accepts the assignment.

Appears in 1 contract

Samples: Standard Conditions of Sale

Retention of Ownership. 7.1 The Seller retains title to all delivered Product 1. We retain ownership of products sold until the purchase price has been paid time of payment in full of all our present and all future claims arising from under the commercial supply contract and/or an ongoing business relationship with the Customer have been settled(secured debts). 2. Should there The goods subject to retention of ownership may not be a current account credit balance, the Seller retains ownership until the balance is settled; in respect of bills of exchange or cheques, until they are cleared pledged to third parties nor used as security prior to payment in full without any reservationof the secured debts. The Client must inform us immediately in writing if and to what extent third party seizures affect goods which belong to us. 7.2 Should the retention of title expire as a result of treatment or processing, combination or merging, the Seller shall become the owner or co-owner of the resulting new item in the proportion of the value of the Product to that of the new item3. The Customer shall hold the latter in safekeeping for the Seller free of charge. Should any claims arise from the loss of our reserved property or new joint ownership, these are hereby transferred to the Seller. 7.3 In the event that the Customer acts of Client conduct which is in violation breach of contract, particularly non- payment of the Agreementamount due for services, in particular if we have the agreed payment dates are not met, the Seller is entitled right to withdraw from the Agreementcontract in accordance with legal provisions, and / or to demand that the goods be surrendered under the retention of ownership. The demand for surrender does not simultaneously contain a declaration of withdrawal; we are moreover entitled to merely demand the surrender of the goods and reserve the right to withdrawal. If the Seller withdraws from Client does not pay the Agreementamount due, we may only enforce these rights if we have previously set an appropriate deadline for payment which was unsuccessful, or if a similar setting of a deadline is unnecessary according to law. 4. If delivery is intended for a business operation maintained by the Client, the Customer is obliged item to return the be delivered Product without undue delaymay be resold and / or processed as part of proper business management. Insofar as these have become essential components of a propertyIn this case, the Customer undertakes following conditions shall also apply. a. The retention of ownership extends to allow the Seller full value of products brought into existence through processing, mixing or attaching the goods of which we are deemed to dismantle be the items that can be removed without significant impairment manufacturer. If a right to ownership by a third party exists due to processing, mixing or attaching with the third party's goods, we acquire co- ownership according to the invoice value of the structure (and/or to secure that processed, mixed or attached goods. Moreover, the Seller can and is permitted to enter any premises necessary to dismantle respective items) and to transfer same terms shall apply for the ownership product created in this manner as for goods which are delivered under retention of these items back to the Seller. Should the Customer interfere with the aforementioned rights, it shall be liable to pay damages to the Seller. Disassembly and other costs shall be borne by the Customerownership. 7.4 The Customer shall be entitled to process and sell the delivered items in the usual course of business. The claims against b. Any receivables from third parties arising from resale of the further distribution are hereby good or product, whether in their entirety or in the amount of any co-ownership share which we hold in accordance with the foregoing paragraph must be assigned to the Seller us as a preventive measuresecurity. The Customer is obliged to issue a confirmation proving such an assignment at We accept the Seller’s request or to execute respective assignment. The Seller hereby accepts duties of the assignmentClient listed in paragraph 2 are valid even considering the assigned receivables. 7.5 As c. The Client remains authorised to collect the receivable, along with us. We hereby undertake not to collect the receivable as long as the Customer Client meets his its payment obligationsobligations to us, he does not default on payment, no application for the opening of insolvency proceedings is authorized to collect pending, and there is no other deficiency in the Client's performance capability. If this is the case, however, we may require that the Client disclose the assigned claims on behalf of receivables and their debtors or customers, provide us with all information necessary for collection, hand over the Seller. The proceeds shall be transferred to the Seller immediately. The Customer hereby authorizes the Seller to associated documents, and notify the third-party debtor debtors or customers (third parties) of the assignment. 7.6 The Customer shall not be entitled to pledge or assign by way of security to third parties, in particular financial institutions, d. If the items subject to retention of title without the written consent recoverable value of the Seller. The Customer shall immediately notify the Seller securities exceeds 10 % of any interference by third parties regarding the reserved goods or equipment or the claims obtained through their saleour receivables, in particular through pledging. Resale in the event of insolvency shall be inadmissible. In the event that the Customer is declared insolvent or is in a state of de facto insolvency, the Seller shall be entitled to withdraw from the Agreement. 7.7 All items subject to retention of title shall be insured against natural disasters (fire, flood etc.) and theft by the Customer. All relevant claims against the insurance company are hereby assigned to the Seller. The Customer is obliged to issue a confirmation proving such an assignment we will release securities at the Seller’s request or to execute respective assignment. The Seller hereby accepts of the assignmentClient at our own discretion.

Appears in 1 contract

Samples: General Terms and Conditions

Retention of Ownership. 7.1 The Seller retains title 11.1 All Goods delivered and to all be delivered Product by Logisticon re- main the property of Logisticon until the purchase price moment when the Client has been paid in full and all claims arising from fully complied with his payment obligations re- lating to those Goods. If, within the commercial relationship with framework of the Customer have been settled. Should there be a current account credit balanceAgree- ment, Logisticon provides Services or performs other (ad- ditional) work for the Seller retains ownership until the balance is settled; in respect of bills of exchange or chequesClient, until they are cleared in full without any reservation. 7.2 Should the retention of title expire as ownership also applies until the moment when the Client has fully paid all claims relating to such Services and work. The retention of ownership also applies to claims of Logisticon on the Client due to a result shortcoming on the part of treatment the Client in his com- pliance with one or processingmore of his obligations towards Logisti- con. 11.2 The Client is obliged, combination within reason and at his own ex- pense, to cooperate in all measures deemed necessary by Logisticon to protect the delivered Goods and/or its right of ownership on those Goods. 11.3 If a third party seizes any Goods that are delivered under the retention of ownership or mergingwishes to establish or invoke a right on those Goods, the Seller shall become the owner or co-owner of the resulting new item in the proportion of the value of the Product to that of the new item. The Customer shall hold the latter in safekeeping for the Seller free of charge. Should any claims arise from the loss of our reserved property or new joint ownership, these are hereby transferred to the Seller. 7.3 In the event that the Customer acts in violation of the Agreement, in particular if the agreed payment dates are not met, the Seller is entitled to withdraw from the Agreement. If the Seller withdraws from the Agreement, the Customer Client is obliged to return the delivered Product without undue delay. Insofar as these have become essential components of a property, the Customer undertakes to allow the Seller to dismantle the items that can be removed without significant impairment of the structure (and/or to secure that the Seller can and is permitted to enter any premises necessary to dismantle respective items) and to transfer the ownership of these items back to the Seller. Should the Customer interfere with the aforementioned rights, it shall be liable to pay damages to the Seller. Disassembly and other costs shall be borne by the Customerimmediately notify Logisticon accordingly in writing. 7.4 11.4 The Customer shall be entitled Client is not authorised to process and encumber Goods falling un- der the retention of ownership with any right, nor to sell the delivered items in the usual course of businesssuch Goods or otherwise make them, or have them made, available to third parties. The claims against third parties arising from the further distribution are hereby assigned to the Seller as a preventive measure. The Customer is obliged to issue a confirmation proving such an assignment at the Seller’s request or to execute respective assignment. The Seller hereby accepts the assignment. 7.5 As long as the Customer meets delivered Goods fall under the retention of ownership, the Client is only au- thorised to adapt or process those Goods in the normal op- eration of his payment obligations, he is authorized to collect the assigned claims on behalf of the Sellerbusiness. The proceeds shall be transferred to the Seller immediately. The Customer hereby authorizes the Seller to notify the third-party debtor of the assignment. 7.6 The Customer shall Client is not be entitled authorised to pledge or assign by way otherwise encumber Goods falling under the re- tention of security to third partiesownership. 11.5 Following the adaptation or processing of the Goods re- ferred to, Logisticon becomes the (co-)owner of all prod- ucts created or partially created from those Goods, in particular financial institutionswhich the Client is automatically obliged to keep such prod- ucts in his custody for Logisticon. If, notwithstanding the provisions of the previous sentence, Logisticon does not obtain ownership of the products thus created by the Cli- ent, the items subject Client is obliged at the first request of Logisticon to render every possible cooperation required to establish a right of pledge (to which other rightholders are in such cases also entitled), whether or not nonpossessory, on the products in question for Logisticon. In so far as required and possible, the Client in those cases hereby irrevocably and unconditionally grants Logisticon power of attorney to establish the aforesaid nonpossessory pledge. 11.6 Logisticon is always entitled and, in so far as necessary, irrevocably authorised, without any notice of default being required, to repossess or to remove the Goods delivered under retention of title without ownership or to have those Goods re- moved from where they are located if the written consent of Client fails to comply with his payment obligations or if Logisticon has good reason to assume that the Seller. The Customer shall immediately notify the Seller of any interference by third parties regarding the reserved goods or equipment or the claims obtained through their sale, in particular through pledging. Resale in Client will not be able to comply with those obligations and is unable to provide ad- equate security. 11.7 In the event of insolvency shall be inadmissible. In a repossession by Logisticon of Goods fall- ing under the event that the Customer is declared insolvent or is in a state retention of de facto insolvencyownership, the Seller shall be purchase price is credited to the Client. Logisticon is entitled to withdraw from reduce the Agreement. 7.7 All items subject amount to retention of title shall be insured against natural disasters (fire, flood etc.) and theft credited by the Customer. All relevant claims against the insurance company are hereby assigned an amount it determines to be equal to the Seller. The Customer is obliged costs and losses it has incurred, notwithstand- ing possible further and other rights of Logisticon to issue a confirmation proving such an assignment at the Seller’s request or to execute respective assignment. The Seller hereby accepts the assignmentcom- pensation.

Appears in 1 contract

Samples: General Conditions

Retention of Ownership. 7.1 10.1 We reserve the right of ownership and the right of disposition to the delivery goods until such time as all payments from the supply agreement and any previous agreements have been received. This includes accounts receivable from checks and bills of exchange as well as those from current accounts. Should a liability related to payment by bill of exchange accrue to us in the course of the buyer's payment, then this shall in no way eliminate our retention to ownership before the possibility of us being invoked for the bill of exchange is excluded. Prior to the full and complete settlement of our aforesaid accounts receivable, the buyer shall be entitled to continue using the delivered products in the proper course of his ordinary business, unless a non-assignment agreement has been entered into with third parties for accounts receivable pursuant to point 10.4 which have been assigned to us in advance. Prior to full and complete settlement, pledging and assignment as security shall be prohibited and resale shall only be permitted for resellers in the course of their usual business, under the condition that the reseller receives payment from his customer and forwards it to us immediately. Any intervention expenses which may arise are to be born by the buyer. 10.2 In the case of attachments, confiscation or other dispositions and interference by third parties, the buyer is to notify us immediately. 10.3 In the event of behavior of the buyer which violates the agreement, in particular in the event of delayed payment, we shall be entitled, after issuing appropriate payment reminder, to reclaim the delivery goods and the buyer shall be obligated to relinquish these. 10.4 The Seller retains title assertion of the reservation of ownership as well as the attachment of the delivery goods by us shall not be deemed to constitute withdrawal from the agreement, provided that the German Installment Purchase Act does not apply. 10.5 The buyer at this point assigns to us all delivered Product until accounts receivable up to the proportionate amount of our invoice, including sales tax/VAT with all ancillary rights, which he accumulates through resale to customers or third parties. This shall also apply in cases where the buyer has placed the purchase price money claim which has been paid in full and all claims arising from the commercial relationship with the Customer have been settled. Should there be accrued to him through resale into a current account credit balancearranged with a customer or third party. We will accept the assignment. 10.6 In the event of connection with real estate or moveable property belonging to third parties or with processing within the framework of a contract for work and services, then the buyer at this point assigns to us the receivables for work compensation and/or the resulting share of co ownership up to the proportionate amount of our invoice, including sales tax/VAT for the jointly processed conditional goods. We will accept the assignment. 10.7 The buyer is hereby authorized to independently collect the preceding accounts receivable which have been assigned, within the framework of his usual order of business, provided that the collected proceeds are promptly forwarded to us. Such authorization to collect the assigned accounts receivable shall be revoked in the event of delayed payment, the Seller retains ownership until petition for out of court insolvency proceedings or in the balance is settled; in respect case of bills protest of exchange a check or cheques, until they are cleared in full without any reservationbill of exchange. 7.2 Should 10.8 To the retention extent that the delivery goods have become essential components or immovable fixtures of title expire as a result of treatment or processing, combination or mergingreal property, the Seller shall become buyer undertakes, in the owner event of noncompliance with the agreed payment deadlines, to allow us to dismantle or co-owner dismount such objects as can be removed without causing a substantial impediment to the structure, so as retake possession of the objects. If the buyer interferes with our aforesaid rights, then he shall be obligated to compensate us for any resulting new item in damages. The expenses for dismantling, dismounting or other expenses which arise, are to be born by the proportion of buyer. 10.9 If the realizable value of the Product collateral securities which have been reserved for us, either solely for the purposes of this retention of ownership clause or together with any other collateral, exceeds our secured claims by more than 10%, then we shall be obligated to that the same extent to release collateral of our choice, if the buyer thus demands. 10.10 We are entitled, at the expense of the new item. The Customer shall hold buyer, to insure the latter in safekeeping for delivery goods against theft, fire, water and other damage, unless the Seller free buyer can provide evidence of charge. Should any claims arise from the loss of our reserved property or new joint ownership, these are hereby transferred to the Selleralready having done so himself. 7.3 10.11 In the event that of behavior on the Customer acts in violation part of the Agreementbuyer which violates the agreement, in particular if in the agreed payment dates are not metevent of delayed payment, we shall be entitled to repossess the Seller is entitled delivery goods after an appropriate reminder process and the buyer shall be obligated to return the goods. 10.12 The filing of a petition for insolvency proceedings shall entitle to withdraw from the Agreement. If agreement and to demand the Seller withdraws from the Agreement, the Customer is obliged to immediate return the delivered Product without undue delay. Insofar as these have become essential components of a property, the Customer undertakes to allow the Seller to dismantle the items that can be removed without significant impairment of the structure (and/or to secure that the Seller can and is permitted to enter any premises necessary to dismantle respective items) and to transfer the ownership of these items back to the Seller. Should the Customer interfere with the aforementioned rights, it shall be liable to pay damages to the Seller. Disassembly and other costs shall be borne by the Customerdelivery goods. 7.4 The Customer shall be entitled to process and sell the delivered items in the usual course of business. The claims against third parties arising from the further distribution are hereby assigned to the Seller as a preventive measure. The Customer is obliged to issue a confirmation proving such an assignment at the Seller’s request or to execute respective assignment. The Seller hereby accepts the assignment. 7.5 As long as the Customer meets his payment obligations, he is authorized to collect the assigned claims on behalf of the Seller. The proceeds shall be transferred to the Seller immediately. The Customer hereby authorizes the Seller to notify the third-party debtor of the assignment. 7.6 The Customer shall not be entitled to pledge or assign by way of security to third parties, in particular financial institutions, the items subject to retention of title without the written consent of the Seller. The Customer shall immediately notify the Seller of any interference by third parties regarding the reserved goods or equipment or the claims obtained through their sale, in particular through pledging. Resale in the event of insolvency shall be inadmissible. In the event that the Customer is declared insolvent or is in a state of de facto insolvency, the Seller shall be entitled to withdraw from the Agreement. 7.7 All items subject to retention of title shall be insured against natural disasters (fire, flood etc.) and theft by the Customer. All relevant claims against the insurance company are hereby assigned to the Seller. The Customer is obliged to issue a confirmation proving such an assignment at the Seller’s request or to execute respective assignment. The Seller hereby accepts the assignment.

Appears in 1 contract

Samples: Terms and Conditions

Retention of Ownership. 7.1 The Seller retains title to all delivered Product shall retain ownership of the goods sold (“Re- served Goods”) until full payment of the purchase price has been paid in- cluding all secondary claims (in full and all claims arising from the commercial relationship with the Customer case of payment by cheque or bill of exchange until they have been settledhonoured). Should there Until then Buyer shall not be a current account credit balanceentitled to pledge the Reserved Goods to third parties or to assign ownership by way of secu- rity. Furthermore, Xxxxx shall be entitled to notify Seller in writing of the attachment of the Reserved Goods by third parties without delay. If Buyer’s financial conditions deterio- rate or it is in default of payment also with regard to third- party claims, Buyer shall be obliged to return the Reserved Goods not yet or not yet fully paid to Seller retains ownership until at its request without delay. If the balance is settled; in respect of bills of exchange goods are treated or chequesprocessed, until they are cleared in full without any reservation. 7.2 Should the retention of title expire as a result of treatment or processing, combination or merging, the Seller shall become the owner or acquire co-owner of the resulting new item ownership in the proportion of to the value of the Product to that portions. When Reserved Goods are reclaimed or taken back, this shall constitute withdrawal from the contract only if the same is expressly declared. Buyer shall bear the risk of the new item. The Customer shall hold the latter in safekeeping danger and coincidence for the Seller free of charge. Should any claims arise from the loss of our reserved property or new joint ownership, these are hereby transferred to the SellerReserved Goods. 7.3 In the event that the Customer acts in violation of the Agreement, in particular if the agreed payment dates are not met, the Seller is entitled to withdraw from the Agreement. If the Seller withdraws from the Agreement, the Customer is obliged to return the delivered Product without undue delay. Insofar as these have become essential components of a property, the Customer undertakes to allow the Seller to dismantle the items that can be removed without significant impairment of the structure (and/or to secure that the Seller can and is permitted to enter any premises necessary to dismantle respective items) and to transfer the ownership of these items back to the Seller. Should the Customer interfere with the aforementioned rights, it shall be liable to pay damages to the Seller. Disassembly and other costs shall be borne by the Customer. 7.4 The Customer 7.2 Buyer shall be entitled to process and sell resell the delivered items Reserved Goods in the usual ordinary course of businessbusiness as long as it is not in default with regard to the purchase price demanded by Seller and other claims. The Xxxxx’s claims against third parties arising from resale of the further distribution are hereby Reserved Goods shall be herewith assigned to the Seller Seller. They shall serve as a preventive measure. The Customer is obliged security to issue a confirmation proving such an assignment at the Seller’s request or to execute respective assignment. The Seller hereby accepts the assignment. 7.5 As long same extent as the Customer meets his payment obligations, he is authorized Reserved Goods. Xxxxx agrees to collect disclose to Seller upon request at any time the assigned claims on behalf names of the Sellerthird-party debtors and the amounts of the claims. The proceeds Seller shall be transferred to the Seller immediately. The Customer hereby authorizes the Seller entitled to notify the third-party debtor of the assignmenteffected assignment and to assert the assigned claim. 7.6 The Customer 7.3 Incoming payments from Buyer’s customers for Re- served Goods shall not be entitled primarily used to pledge or assign by way of security to third parties, in particular financial institutions, the items subject to retention of title without the written consent of the Seller. The Customer pay Seller and until then shall immediately notify the Seller of any interference by third parties regarding the reserved goods or equipment or the claims obtained through their sale, in particular through pledging. Resale be kept separately from Buyer’s other funds as trust funds in the event name of insolvency shall be inadmissible. In the event that the Customer is declared insolvent or is in a state of de facto insolvency, the Seller shall be entitled to withdraw from the AgreementSeller. 7.7 All items subject to retention of title shall be insured against natural disasters (fire, flood etc.) and theft by the Customer. All relevant claims against the insurance company are hereby assigned to the Seller. The Customer is obliged to issue a confirmation proving such an assignment at the Seller’s request or to execute respective assignment. The Seller hereby accepts the assignment.

Appears in 1 contract

Samples: Terms and Conditions of Sale and Delivery

Retention of Ownership. 7.1 10.1 The purchased item remains the property of the Seller retains title until all claims due to us under the purchase agreement are settled. If the Buyer is a merchant within the meaning established in the German Commercial Code (HGB), we retain ownership of all delivered Product delivery items until receipt of all payments arising from the business relationship. 10.2 The Purchaser is entitled to resell the delivery items in the ordinary course of its business activities. However, it hereby assigns all receivables in the amount of the final billing amount of the purchase price owed to it (including sales tax), which accrue to it for the resale to its customers or third parties, regardless of whether the delivery items are resold with or without processing. The Buyer shall be entitled to collect these receivables even after assignment, notwithstanding our right to collect these receivables ourselves. We undertake not to collect these receivables ourselves insofar as the Buyer fulfills its payment obligations under the agreement, and no application for bankruptcy has been paid in full and all claims arising from filed. If the commercial relationship with the Customer have been settled. Should there be a current account credit balancelatter is filed, the Seller retains ownership until Buyer is obliged to provide us with all information required to collect the balance is settled; in respect assigned receivables, and hand over the relevant documents, and to notify the respective (third party) debtor of bills of exchange or cheques, until they are cleared in full without any reservationsuch assignment. 7.2 Should 10.3 The processing or transformation of the retention of title expire as a result of treatment or processingdelivery item is always done for us. If the delivery item is pro- cessed with other items that do not belong to us, combination or merging, the Seller we shall become the owner or acquire co-owner ownership of the resulting new item in the proportion of to the value of the Product delivery item in relationship to the other processed items at the time of processing. The provisions that apply to the item delivered under retention of ownership shall also apply to the item resulting from such processing. If the delivery items is inseparably mixed with other items not owned by us, we shall acquire co-ownership of the new item in proportion to the value of the delivery item in relationship to the other mixed items. If the mixture is done in such a way that the Buyer’s item is considered the main item, it is hereby agreed that the Customer assigns proportional co-ownership to us. The Customer shall hold safeguard the latter in safekeeping resulting sole ownership or co-ownership for the Seller free of charge. Should any claims arise from the loss of our reserved property or new joint ownership, these are hereby transferred to the Sellerus. 7.3 10.4 In the event that the Customer acts in violation value of the Agreement, in particular if guarantees exceeds the agreed payment dates are not metclaims to be secured by more than 20%, the Seller is entitled to withdraw from the Agreement. If the Seller withdraws from the Agreement, the Customer is obliged to return the delivered Product without undue delay. Insofar as these have become essential components of a property, the Customer undertakes to allow release to that extent the Seller guarantees to dismantle which it is entitled, at the items that can be removed without significant impairment request of the structure (and/or to secure that the Seller can and is permitted to enter any premises necessary to dismantle respective items) and to transfer the ownership of these items back to the Seller. Should the Customer interfere with the aforementioned rights, it shall be liable to pay damages to the Seller. Disassembly and other costs shall be borne by the Customer. 7.4 The Customer shall be entitled to process and sell the delivered items in the usual course of businessPurchaser. The claims against third parties arising from the further distribution are hereby assigned to the Seller as a preventive measure. The Customer is obliged to issue a confirmation proving such an assignment at the Seller’s request or to execute respective assignment. The Seller hereby accepts the assignment. 7.5 As long as the Customer meets his payment obligations, he is authorized to collect the assigned claims on behalf selection of the Seller. The proceeds shall guarantees to be transferred to the Seller immediately. The Customer hereby authorizes the Seller to notify the third-party debtor of the assignmentreleased is incumbent upon us. 7.6 The Customer shall not be entitled to pledge or assign by way of security to third parties, in particular financial institutions, the items subject to retention of title without the written consent of the Seller. The Customer shall immediately notify the Seller of any interference by third parties regarding the reserved goods or equipment or the claims obtained through their sale, in particular through pledging. Resale in the event of insolvency shall be inadmissible. In the event that the Customer is declared insolvent or is in a state of de facto insolvency, the Seller shall be entitled to withdraw from the Agreement. 7.7 All items subject to retention of title shall be insured against natural disasters (fire, flood etc.) and theft by the Customer. All relevant claims against the insurance company are hereby assigned to the Seller. The Customer is obliged to issue a confirmation proving such an assignment at the Seller’s request or to execute respective assignment. The Seller hereby accepts the assignment.

Appears in 1 contract

Samples: Sales Contracts

AutoNDA by SimpleDocs

Retention of Ownership. 7.1 The Seller retains title to all delivered Product until the purchase price 1. Until payment has been paid rendered in full and full, the supplier shall retain ownership of all claims arising from goods he has supplied. All deliveries made shall be deemed to be a contiguous supply transaction. If the commercial relationship customer has a current account, retention of ownership shall also be deemed to be collateral for the debit balance of all amounts owed in connection with the Customer have been settledbusiness relationship. Should there be a current account credit balanceAt the customer's request, the Seller retains ownership until supplier shall release the balance is settled; collateral provided by the customer to the extent that its value exceeds that of the secured receivables by more than 20% in respect of bills of exchange or cheques, until they are cleared in full without any reservationtotal. 7.2 Should 2. The customer has the retention right to process and sell the goods supplied, within the normal course of title expire as a result business. Such processing and sale of treatment goods shall be deemed to be on behalf of the supplier. 3. If the goods supplied are inseparably mixed or processing, combination or mergingprocessed with other objects which do not belong to the supplier, the Seller supplier shall become the owner or a co-owner of the resulting new item resultant goods in the proportion ratio of the invoiced value of the goods to which title is reserved, to the value of the Product to that of the new item. The Customer shall hold the latter in safekeeping for the Seller free of charge. Should any claims arise from the loss of our reserved property or new joint ownership, these are hereby transferred to the Seller. 7.3 In the event that the Customer acts in violation of the Agreement, in particular if the agreed payment dates are not met, the Seller is entitled to withdraw from the Agreementresultant goods. If the Seller withdraws from customer sells the Agreement, the Customer is obliged to return the delivered Product without undue delay. Insofar as these have become essential components of a property, the Customer undertakes to allow the Seller to dismantle goods or the items that can made with the goods, then the receivables arising from such sales shall be removed without significant impairment of assigned proportionately to the structure (and/or supplier as collateral. The customer hereby assigns, as advance collateral to secure that the Seller can and is permitted to enter any premises necessary to dismantle respective items) and to transfer supplier, the ownership of these items back the goods, the right to recovery of such goods, and the Sellerclaim to compensation for loss or damage, and the supplier hereby accepts such assignment. Should the Customer interfere with the aforementioned rights, it The customer shall be liable to pay damages to the Seller. Disassembly and other costs shall be borne by the Customerprovide information in this regard at any time on request. 7.4 The Customer shall be entitled to process and sell the delivered items in the usual course of business4. The claims against third parties arising from customer has the further distribution are hereby right to collect the receivables which have been assigned to the Seller as a preventive measuresupplier. The Customer is obliged He does not have the right to issue a confirmation proving such an assignment at the Seller’s request or to execute respective assignment. The Seller hereby accepts the assignment. 7.5 As long as the Customer meets his payment obligations, he is authorized to collect the assigned claims on behalf dispose of the Seller. The proceeds shall be transferred to receivables in any other way, e.g. in the Seller immediately. The Customer hereby authorizes the Seller to notify the third-party debtor form of the assignment. 7.6 The Customer shall not be entitled to pledge or assign by way of security assignment to third parties, pledge, gift, remission, etc. 5. If the customer fails to honour his contractual obligations (in particular financial institutionshis obligation to make payments), the items subject supplier may revoke the authorization to collect outstanding amounts and require the customer to notify the debtors of the assignment of receivables. 6. If goods or rights included in the supplier’s retention of title are attached by way of execution, or if an application is made for insolvency proceedings against the customer's assets, or if composition or deferral proceedings are conducted due to the threat of inability to pay, the supplier shall be informed thereof without delay. 7. If the written consent value of the Seller. The Customer shall immediately notify the Seller of any interference by third parties regarding the reserved goods or equipment or securities exceeds the claims obtained through their sale, in particular through pledging. Resale in of the event of insolvency shall be inadmissible. In supplier by more than 20 % the event that the Customer is declared insolvent or is in a state of de facto insolvency, the Seller shall be entitled to withdraw from the Agreement. 7.7 All items subject to retention of title shall be insured against natural disasters (fire, flood etc.) and theft by the Customer. All relevant claims against the insurance company are hereby assigned to the Seller. The Customer supplier is obliged to issue a confirmation proving such an assignment release the securities to this extent at the Seller’s request or to execute respective assignment. The Seller hereby accepts the assignmentcustomer's request.

Appears in 1 contract

Samples: General Terms and Conditions of Sale

Retention of Ownership. 7.1 8.1 The Seller seller retains title to all ownership of the delivered Product goods until the purchase price has been paid in full and full. 8.2 Goods delivered remain the property of the seller (reserved goods) until fulfilment of all current or future outstanding claims arising (including all balance claims from the commercial relationship with current account) against the Customer have been settled. buyer from the business relationship. 8.3 Should there be a current account credit balancethe buyer not fulfil its obligations towards the seller, the Seller retains ownership until the balance is settled; in respect of bills of exchange or cheques, until they are cleared in full without any reservation. 7.2 Should the retention of title expire as a result of treatment or processing, combination or merging, the Seller shall become the owner or co-owner of the resulting new item in the proportion of the value of the Product to that of the new item. The Customer shall hold the latter in safekeeping for the Seller free of charge. Should any claims arise from the loss of our reserved property or new joint ownership, these are hereby transferred to the Seller. 7.3 In the event that the Customer acts in violation of the Agreement, in particular if the agreed payment dates are not met, the Seller seller is entitled to withdraw from demand the Agreement. If the Seller withdraws from the Agreement, the Customer is obliged to return the delivered Product without undue delay. Insofar as these have become essential components of a property, the Customer undertakes to allow the Seller to dismantle the items that can be removed without significant impairment of the structure (and/or goods of which it has retained ownership, without needing to secure that set a deadline and without terminating the Seller can and is permitted to enter any premises necessary to dismantle respective items) and to transfer the ownership of these items back to the Seller. Should the Customer interfere with the aforementioned rights, it shall be liable to pay damages to the Seller. Disassembly and other costs shall be borne by the Customer. 7.4 The Customer shall be entitled to process and sell the delivered items in the usual course of businesscontract. The claims against third parties arising from the further distribution are hereby assigned to the Seller as a preventive measure. The Customer is obliged to issue a confirmation proving such an assignment at the Seller’s request or to execute respective assignment. The Seller hereby accepts the assignment. 7.5 As long as the Customer meets his payment obligations, he is authorized to collect the assigned claims on behalf repossession of the Seller. The proceeds shall be transferred to goods is not deemed a termination of contract unless the Seller immediately. The Customer hereby authorizes the Seller to notify the third-party debtor of the assignment. 7.6 The Customer shall not be entitled to pledge or assign by way of security to third parties, seller explicitly states such in particular financial institutions, the items subject to retention of title without the written consent of the Seller. The Customer shall immediately notify the Seller of any interference by third parties regarding the reserved goods or equipment or the claims obtained through their sale, in particular through pledging. Resale in the event of insolvency shall be inadmissiblewriting. In the event that the Customer seller terminates the contract, it is declared insolvent or is in a state entitled to reasonable compensation for the temporary use of de facto insolvencythe goods it granted to the buyer. 8.4 Where goods for which ownership has been retained are processed into new products, the Seller processing is deemed to be performed by the buyer for the seller, whereby the former does not acquire any rights against the seller. The seller’s right thus extends to the manufactured products. In the event that goods for which ownership has been retained are processed, combined or connected with other goods which are owned by a third-party, the seller acquires joint ownership of the resulting products proportionate to the invoice value, including VAT, of the goods in its possession in relation to the invoice value of the goods owned by the third party. Should the goods resulting from such a connection or combination be partially owned by the buyer, the buyer shall, upon acceptance of these conditions, immediately transfer its rights to the new product to the seller. Accordingly, it is taken as agreed that the buyer shall transfer joint ownership of the principal item to the seller proportionate to the invoice value of the goods delivered by the seller (incl. VAT) in relation to that of the other items at the time of the connection or combination. The buyer shall safeguard the resulting sole or joint ownership for the seller free of charge. 8.5 The buyer is obliged to store the goods for which the seller has retained ownership appropriately and free of charge for the seller, to maintain and repair such to the extent required from a thorough merchant and to insure such against loss and damage at its own cost. By accepting these conditions, the buyer shall assign in advance to the seller all claims to which the buyer is entitled under the insurance policies covering the goods for which the seller has retained ownership. 8.6 Provided that the buyer fulfils its obligations to the seller arising from the business relationship, it is entitled to dispose of the goods for which the seller has retained ownership as it chooses within the course of ordinary business activity. However, this does not apply if it concludes contracts with its customers that preclude the buyer from transferring its claims to third parties. The buyer does not have the right to mortgage the goods for which the seller has retained ownership, provide such as security or otherwise encumber such. If the buyer resells such goods on its own behalf without receiving the full purchase price upfront or upon delivery of the purchased item, it shall agree with its client a retention of ownership in accordance with these conditions. 8.7 At the time of conclusion of the contract, the buyer shall assign to the seller its claims arising from this resale and the rights arising from the retention of ownership agreed by it. The buyer shall not be entitled to withdraw any other disposal of the reserved goods. In particular the right to use the reserved goods shall be deemed revoked if insolvency proceedings are applied for, or if liquidation is initiated, against the assets of the buyer. If the reserved goods are resold by the buyer together with goods from third parties, the assignment of receivables from the Agreement.resale 7.7 All items subject to retention of title shall be insured against natural disasters (fire8.8 At the seller’s request, flood etc.) and theft by the Customer. All relevant claims against the insurance company are hereby assigned to the Seller. The Customer buyer is obliged to issue a confirmation proving disclose the assignment to its customers and to provide the seller with the information necessary to enforce its rights against the customers, and to hand over documents relating to such an assignment at to the Seller’s request or seller. Despite the assignment, the buyer is only authorised to execute respective assignmentseize the receivables from the resale provided that it properly fulfils its obligations to the seller, and the seller does not revoke this authorisation. The Seller hereby accepts seller shall only make use of its right of revocation in cases where insolvency proceedings have been initiated against the assignmentbuyer and in cases where its creditworthiness has been reduced. 8.9 The buyer is not permitted to mortgage or assign the reserved goods as security. If the value of the existing securities exceeds the value of the secured receivables by more than 10%, the seller is obliged to release securities of its choice if requested by the buyer. The contract may only be terminated in the event of an assertion of the retention of ownership by the seller if the seller has expressly declared this in writing beforehand. In the event of the seizure of goods or any other risk or impairment to the property and receivables rights of the seller by a third party, the buyer shall inform the seller immediately in writing and, for its part, do everything possible to protect the rights of the seller; in particular, it is obligated to protect the seller's property. If the third party is not able to reimburse the seller for the judicial or non- judicial costs arising in this regard, the buyer is liable for such.

Appears in 1 contract

Samples: General Terms & Conditions

Retention of Ownership. 7.1 10.1. We reserve the right of ownership and the right of disposition to the delivery goods until such time as all payments from the supply agreement and any previous agreements have been received. This includes accounts receivable from checks and bills of exchange as well as those from current accounts. Should a liability related to payment by bill of exchange accrue to us in the course of the buyer's payment, then this shall in no way eliminate our retention to ownership before the possibility of us being invoked for the bill of exchange is excluded. Prior to the full and complete settlement of our aforesaid accounts receivable, the buyer shall be entitled to continue using the delivered products in the proper course of his ordinary business, unless a non-assignment agreement has been entered into with third parties for accounts receivable pursuant to point 10.4 which have been assigned to us in advance. Prior to full and complete settlement, pledging and assignment as security shall be prohibited and resale shall only be permitted for resellers in the course of their usual business, under the condition that the reseller receives payment from his customer and forwards it to us immediately. Any intervention expenses which may arise are to be born by the buyer. 10.2. In the case of attachments, confiscation or other dispositions and interference by third parties, the buyer is to notify us immediately. 10.3. In the event of behavior of the buyer which violates the agreement, in particular in the event of delayed payment, we shall be entitled, after issuing appropriate payment reminder, to reclaim the delivery goods and the buyer shall be obligated to relinquish these. 10.4. The Seller retains title assertion of the reservation of ownership as well as the attachment of the delivery goods by us shall not be deemed to constitute withdrawal from the agreement, provided that the German Installment Purchase Act does not apply. 10.5. The buyer at this point assigns to us all delivered Product until accounts receivable up to the proportionate amount of our invoice, including sales tax/VAT with all ancillary rights, which he accumulates through resale to customers or third parties. This shall also apply in cases where the buyer has placed the purchase price money claim which has been paid in full and all claims arising from the commercial relationship with the Customer have been settled. Should there be accrued to him through resale into a current account credit balancearranged with a customer or third party. We will accept the assignment. 10.6. In the event of connection with real estate or moveable property belonging to third parties or with processing within the framework of a contract for work and services, then the buyer at this point assigns to us the receivables for work compensation and/or the resulting share of coownership up to the proportionate amount of our invoice, including sales tax/VAT for the jointly processed conditional goods. We will accept the assignment. 10.7. The buyer is hereby authorized to independently collect the preceding accounts receivable which have been assigned, within the framework of his usual order of business, provided that the collected proceeds are promptly forwarded to us. Such authorization to collect the assigned accounts receivable shall be revoked in the event of delayed payment, the Seller retains ownership until petition for out of court insolvency proceedings or in the balance is settled; in respect case of bills protest of exchange a check or cheques, until they are cleared in full without any reservationbill of exchange. 7.2 Should 10.8. To the retention extent that the delivery goods have become essential components or immovable fixtures of title expire as a result of treatment or processing, combination or mergingreal property, the Seller shall become buyer undertakes, in the owner event of noncompliance with the agreed payment deadlines, to allow us to dismantle or co-owner dismount such objects as can be removed without causing a substantial impediment to the structure, so as retake possession of the objects. If the buyer interferes with our aforesaid rights, then he shall be obligated to compensate us for any resulting new item in damages. The expenses for dismantling, dismounting or other expenses which arise, are to be born by the proportion of buyer. 10.9. If the realizable value of the Product collateral securities which have been reserved for us, either solely for the purposes of this retention of ownership clause or together with any other collateral, exceeds our secured claims by more than 10%, then we shall be obligated to that the same extent to release collateral of our choice, if the buyer thus demands. 10.10. We are entitled, at the expense of the new item. The Customer shall hold buyer, to insure the latter in safekeeping for delivery goods against theft, fire, water and other damage, unless the Seller free buyer can provide evidence of charge. Should any claims arise from the loss of our reserved property or new joint ownership, these are hereby transferred to the Selleralready having done so himself. 7.3 10.11. In the event that of behavior on the Customer acts in violation part of the Agreementbuyer which violates the agreement, in particular if in the agreed payment dates are not metevent of delayed payment, we shall be entitled to repossess the Seller is entitled delivery goods after an appropriate reminder process and the buyer shall be obligated to return the goods. 10.12. The filing of a petition for insolvency proceedings shall entitle to withdraw from the Agreement. If agreement and to demand the Seller withdraws from the Agreement, the Customer is obliged to immediate return the delivered Product without undue delay. Insofar as these have become essential components of a property, the Customer undertakes to allow the Seller to dismantle the items that can be removed without significant impairment of the structure (and/or to secure that the Seller can and is permitted to enter any premises necessary to dismantle respective items) and to transfer the ownership of these items back to the Seller. Should the Customer interfere with the aforementioned rights, it shall be liable to pay damages to the Seller. Disassembly and other costs shall be borne by the Customerdelivery goods. 7.4 The Customer shall be entitled to process and sell the delivered items in the usual course of business. The claims against third parties arising from the further distribution are hereby assigned to the Seller as a preventive measure. The Customer is obliged to issue a confirmation proving such an assignment at the Seller’s request or to execute respective assignment. The Seller hereby accepts the assignment. 7.5 As long as the Customer meets his payment obligations, he is authorized to collect the assigned claims on behalf of the Seller. The proceeds shall be transferred to the Seller immediately. The Customer hereby authorizes the Seller to notify the third-party debtor of the assignment. 7.6 The Customer shall not be entitled to pledge or assign by way of security to third parties, in particular financial institutions, the items subject to retention of title without the written consent of the Seller. The Customer shall immediately notify the Seller of any interference by third parties regarding the reserved goods or equipment or the claims obtained through their sale, in particular through pledging. Resale in the event of insolvency shall be inadmissible. In the event that the Customer is declared insolvent or is in a state of de facto insolvency, the Seller shall be entitled to withdraw from the Agreement. 7.7 All items subject to retention of title shall be insured against natural disasters (fire, flood etc.) and theft by the Customer. All relevant claims against the insurance company are hereby assigned to the Seller. The Customer is obliged to issue a confirmation proving such an assignment at the Seller’s request or to execute respective assignment. The Seller hereby accepts the assignment.

Appears in 1 contract

Samples: Standard Conditions of Sale, Delivery and Assembly

Retention of Ownership. 7.1 (1) The Seller retains title to all delivered Product goods remain the property of the supplier until the purchase price full payment has been paid in full and all claims arising from the commercial relationship with the Customer have been settled. Should there be a current account credit balancereceived. (2) Without our prior written consent, the Seller retains ownership until customer is not entitled to resell the balance is settled; in respect goods delivered by us and which are still subject to retention of bills of exchange or cheques, until they are cleared in full without any reservationownership. 7.2 Should (3) If the retention of title expire as a result of treatment or processing, combination or merging, the Seller shall become the owner or co-owner of the resulting new item in the proportion of the value of the Product to that of the new item. The Customer shall hold the latter in safekeeping for the Seller free of charge. Should any claims arise from the loss of our reserved property or new joint ownership, these are hereby transferred to the Seller. 7.3 In the event that the Customer customer acts in violation breach of the Agreementcontract, in particular if the agreed payment dates are not metin case of default of payment, the Seller is entitled to withdraw from the Agreement. If the Seller withdraws from the Agreement, the Customer is obliged to return the delivered Product without undue delay. Insofar as these have become essential components of a property, the Customer undertakes to allow the Seller to dismantle the items that can be removed without significant impairment of the structure (and/or to secure that the Seller can and is permitted to enter any premises necessary to dismantle respective items) and to transfer the ownership of these items back to the Seller. Should the Customer interfere with the aforementioned rights, it shall be liable to pay damages to the Seller. Disassembly and other costs shall be borne by the Customer. 7.4 The Customer we shall be entitled to process take back the goods after a reminder and sell the delivered customer shall be obliged to surrender them. (4) The assertion of the reservation of title as well as the seizure of the delivery items by us shall not be deemed to be a withdrawal from the contract, unless the provisions of the Consumer Credit Act apply or this is expressly declared by us in writing. In the case of use towards merchants, a legal entity under public law or a special fund under public law, the following shall also apply: a. The customer is entitled to resell the delivery items in the usual course of business; however, he already at this point assigns to us all claims in the amount of the purchase price agreed between us and the customer (including VAT) which accrue to the customer from the resale, irrespective of whether the delivery items are re- sold without or after processing. The customer is authorised to collect these claims against third parties arising from the further distribution are hereby assigned to the Seller as a preventive measure. The Customer is obliged to issue a confirmation proving such an assignment at the Seller’s request or to execute respective after their assignment. The Seller hereby accepts Our authority to collect the assignment. 7.5 As claims ourselves remains unaffected by this; however, we undertake not to collect the claims as long as the Customer meets customer properly fulfils his payment obligationsobligations and is not in default of payment. If this is the case, he is authorized to collect however, we can demand that the customer discloses the assigned claims on behalf of and their debtors, provides all information necessary for collection, hands over the Seller. The proceeds shall be transferred to relevant documents and informs the Seller immediately. The Customer hereby authorizes the Seller to notify the third-party debtor debtors (third parties) of the assignment. 7.6 b. The Customer shall not be entitled to pledge processing or assign by way of security to third parties, in particular financial institutions, the items subject to retention of title without the written consent transformation of the Sellergoods by the customer is always carried out by the customer for us. If the delivery items are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the delivery items to the other processed items at the time of processing. c. If the delivery items are inseparably mixed with other items not belonging to us, we shall acquire co-own- ership of the new item in the ratio of the value of the delivery items to the other mixed items. The Customer shall immediately notify customer keeps the Seller of any interference by third parties regarding co-ownership for us. d. The customer may neither pledge the reserved goods or equipment or the claims obtained through their sale, in particular through pledging. Resale in the event of insolvency shall be inadmissibledelivery items nor assign them as security. In the event of seizure, confiscation or other dispositions by third parties, the customer must inform us immediately and provide us with all information and documents required to protect our rights. Enforcement officers or a third party must be in- formed of our ownership. (5) We undertake to release the securities to which we are entitled at the request of the customer to the extent that the Customer is declared insolvent or is in a state value of de facto insolvencythe claims to be secured exceeds the value of the securities by more than 20%, the Seller shall be entitled to withdraw from the Agreementprovided that these have not yet been settled. 7.7 All items subject to retention of title shall be insured against natural disasters (fire, flood etc.) and theft by the Customer. All relevant claims against the insurance company are hereby assigned to the Seller. The Customer is obliged to issue a confirmation proving such an assignment at the Seller’s request or to execute respective assignment. The Seller hereby accepts the assignment.

Appears in 1 contract

Samples: Terms of Service

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!