Retention of Title Sample Clauses
Retention of Title.
9.1. The ownership of Goods shall remain the sole and absolute ownership of Supplier until such time as Purchaser has paid in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.
9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law.
9.3. Until Purchaser becomes the full and unconditional owner of the Goods in accordance with Section 9.1:
(a) Purchaser shall store the Goods separately from his own goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;
(b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;
(c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof;
(d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;
(e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation of the Goods; and
(f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goods.
Retention of Title. Supplied Goods shall remain Seller’s property until fulfillment by Customer of its payment obligations as described above. As such:
(a) If Goods are processed combined, and/or mixed by Customer with other goods belonging to him, then Xxxxxx has the entire ownership on the new goods. If Goods are processed, combined, and/or mixed by Customer with other goods belonging to other suppliers, then Seller has a joint ownership right in the whole value of the new goods with such suppliers. In such case, Seller’s ownership shall be calculated on the basis of the ratio of the invoiced value of the Goods to the invoiced value of all goods, which were used for manufacturing the new goods.
(b) As long as Customer is not in default and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods in the ordinary course of business. Use of Goods for executing service contracts and contracts for work, labour and material is herein regarded as a resale.
(c) Customer’s receivables arising out of the resale of Goods are already assigned, for security purposes, exclusively to Seller. Customer is entitled to collect the receivables from reselling, unless Xxxxxx withdraws the direct debit authorization in case of any doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any of its payments. In the event Xxxxxx withdraws the direct debit authorization, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary in order to establish and confirm Seller’s rights with respect to third parties. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing security interests obtained by Customer for the benefit of Seller exceeds in total more than 20 % the total invoiced amount of the contractual debt of Customer, Seller is obliged, upon Customer’s request, to release Goods selected by Seller.
(d) Customer shall have the sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes (i) to take a general liability all risks insurance policy, at its own cost, including coverage as to the deterioratio...
Retention of Title. 7.1 Infinigate retains property, title and ownership to all Prod- ucts supplied to you, whether in their original form or in- corporated in or attached to another product, until receipt of full payment in cleared funds by Infinigate from you of the price for the Products and all related amounts owed, including (without limitation) future receivables and/or any amounts owed by you to Infinigate pursuant to para- graph 2.5.
7.2 (This paragraph 7.2 only applies where you are a re- seller. For the avoidance of doubt, where you are an end customer, you will not be permitted to resell the Prod- ucts). You may resell the Products in the ordinary course of business even if title to the Products has not passed to you. You must assign all future claims arising from the distribution and/or sale of such Products to Infinigate until full payment of all outstanding amounts for the relevant Products has been received from you by Infinigate. You are authorised to collect any claim from the distribution and/or sale of any such Products even after assignment. Infinigate’s right to collect the claim itself remains unaf- fected. If any of the aforementioned is the case you are obliged to disclose to Infinigate, at Infinigate’s request, the names and addresses of your customers to which you sold the Products as well as the nature and scope of your existing claims against these customers. A copy of all related documents must be handed by you to Infi- nigate and you must also notify the purchasers of the as- signed Products of Infinigate’s right to claim any out- standing amounts from such purchasers.
7.3 You must not pledge or transfer ownership of Products where title has not fully passed to you pursuant to para- graph 7.1. If you become subject of bankruptcy, file for insolvency, suspend payments, participate in composi- tion negotiations of if your financial position substantially deteriorates in any other way which threatens your sol- vency, you will inform all relevant parties about Infi- nigate's ownership in such Products and notify Infinigate immediately in writing.
7.4 Where Infinigate reasonably believes you are or will be in breach of any part of paragraphs 4 and/or 7 of these Terms and Conditions, Infinigate or Infinigate’s agent may without notice enter any premises under your con- trol to remove any Products which are the property of In- finigate, whether or not those Products are installed in or attached to any other goods, and without prejudice to any other of I...
Retention of Title. 1. Notwithstanding the other provisions in these Sales Conditions, XXXXX shall retain ownership and title to the Products delivered to the Purchaser by XXXXX until the Purchaser has made full and final payment of all amounts (including interest, costs and penalties) that it owes to XXXXX under all Agreements entered into between XXXXX and the Purchaser, including all joint obligations and all claims by XXXXX based on default on the part of the Purchaser with regard to these Agreements. Nevertheless, the Purchaser may, in the ordinary course of its business, process or, in the event the Purchaser is a distributor of XXXXX, sell these Products owned by XXXXX.
2. The Purchaser shall at its own expense obtain adequate insurance coverage for the Products owned by XXXXX. This coverage shall be for loss, theft and any other risks for which insurance is ordinarily obtained in the country in which the Purchaser has its headquarters/ storage warehouse. At the first request of XXXXX Purchaser will present XXXXX a copy of the insurance policy as well as proof of payment.
3. Where the laws of the country or countries for which the Products are intended, to which the Products are sent, or in which the Purchaser is situated do not acknowledge retention of title in this way or set specific requirements for the validity or vesting of this right, in whole or in part, the Purchaser shall inform XXXXX thereof in full before the delivery of the Products. The Purchaser shall, at XXXXX’x first request, co-operate in satisfying these requirements or - at XXXXX’x sole discretion and on behalf of XXXXX, - vest in the Products (whether delivered yet or not) a security right that shall be similar in effect to retention of title and that shall be effective against third parties. By entering into an Agreement the Purchaser grants XXXXX irrevocable authority to take any measures necessary to effect the above.
4. As long as any Products are subject to retention of title or the Purchaser is subject to any other obligation to vest or to arrange for the vesting of a similar security right on the Products pursuant to the provisions in article 11(3) of the Sales Conditions, the Purchaser shall not grant a pledge on the Products delivered by XXXXX or encumber them in any way.
Retention of Title. Stäubli retains the title to the delivered goods until the customer has settled all claims arising from the business relation (“reserved goods”). If a current account rela- tionship exists, the retention of title extends to the recognized balance. The customer is obligated to treat the reserved goods with care and maintain them; in particular, it must insure them at its own expense against loss and damage to an extent sufficient to cover the replacement value. The insurance poli- cy and proof of payment of the premiums shall be submitted to Stäubli upon request. The customer hereby assigns claims arising from the insurance relationship to Stäubli. The assignment shall cease as soon as the title passes to the customer. Processing of the reserved goods by the customer shall be done for Stäubli as the manufacturer, without Stäubli thereby in- curring an obligation. If the reserved goods are connected to other goods, Stäubli shall acquire joint ownership of the newly man- ufactured goods in accordance with the proportion of the net invoice value of the re- served goods to that of the other materials. The customer is only allowed to resell the reserved goods or new goods in the ordi- nary course of business; however, it hereby assigns in advance to Stäubli all claims that accrue to it from the resale or reuse. If the reserved goods are sold after processing, connection, or mixing, the assignment of claims from the resale only apply up to the amount of the value of the reserved goods charged to the customer by Stäubli. Stäubli accepts the assignment. The customer is entitled to collect the claims assigned to Stäubli as long as it meets its obligations in terms of payment to Stäubli. Stäubli can re- strict this authority to collect at any time on the basis of a legitimate interest, or revoke it for cause, especially in case of default on payment, and demand that the customer make the assigned claims and their debtors known, provide all information necessary for collection, hand over the associated docu- ments, and notify its debtors of the assign- ment. Taking back reserved goods does not entail withdrawal from the agreement. If Stäubli declares withdrawal, Stäubli is enti- tled to sell them on the open market. Access by third parties to the reserved goods must be reported to Stäubli immediately. The customer shall bear the costs incurred by defense against access, unless they can be recovered from the third party. If the value of the securities exceeds Stäubli’s...
Retention of Title. (1) All goods supplied shall remain our property (goods subject to retention of title) until all claims against the Buyer, including future and conditional claims, have been settled. This shall also apply if the Buyer has made payment of specially designated claims. The retention of title shall also apply until full release from contingent liabilities, in particular guarantees or notes payable into which we have entered in con- nection with a covering transaction for a cheque or bill of exchange in the interest of the Buyer.
(2) Handling and processing of the goods subject to retention of title shall be carried out on our behalf as the manufacturer, as defined under §950 of the German Civil Code (BGB), without obligation on our part. If the goods under retention of title are processed, joined or combined with other items that do not belong to us, we shall acquire co-ownership of the new object in the proportion of the invoice value of the goods subject to retention of title to the invoice value of the other goods. Should our title cease to exist as a result of the joining, combination or processing, the Buyer shall with immediate effect transfer to us the rights of ownership or expectant rights to the new object or the new items in relation to the invoice value of our goods subject to retention of title and shall store them free of charge for us. The rights of ownership that come about in this way are deemed to constitute goods subject to retention of title as defined by this section.
(3) The Buyer may only re-sell the goods under retention of title in the normal course of business and under his normal conditions of business to his customers. This shall also apply to service contracts. The claims of the Buyer against his customer arising from the re-sale of the goods subject to retention of title shall be assigned to us with immediate effect in the amount of our invoice value. In the event of re-sale after processing as defined under para. 2, the assignment of the claim from the re-sale in the amount of our invoice value shall apply to the processed goods subject to retention of title. The assignment in advance shall extend to all surrogates for the goods subject to retention of title, e.g. claims against third parties (insurance, originators of loss) for loss, deterioration or damage to the goods subject to retention of title.
(4) The Buyer shall have the right to collect claims from re-sale until we revoke this right. We shall only make use of such revoc...
Retention of Title a. The Work remains the Seller's property until the Buyer has paid for it and discharged all other debts owing to the Seller.
b. If the Buyer becomes subject to Insolvency and the Work has not been paid for in full the Seller may take the goods back and, if necessary, enter the Buyer's premises to do so, or to inspect and/or label the goods so as to identify them clearly.
c. If the Buyer shall sell the goods before they have been paid for in full he shall hold the proceeds of sale on trust for the Seller in a separate account until any sum owing to the Seller has been discharged from such proceeds.
d. Where the Buyer is in breach of these Terms or performs any act of Bankruptcy or Insolvency the Seller reserves the right to approach the Buyer's customer and to offer the Work directly to them, notwithstanding the fact that this will involve advising the Buyer’s customer that the Buyer is in breach or in default.
Retention of Title a. Property in all the Goods supplied shall remain vested in the Company and shall not pass to the Customer until all monies owing to the Company by the Customer together with all collection, repossession and/or legal costs incurred, have been paid in full.
b. The Goods, whether as separate chattels or as components, shall be stored in such a manner as to be clearly identifiable as the property of the Company until title has passed to the Customer.
c. The Company may demand at any time until title has passed to the Customer that the Customer returns the Goods or any part of them.
d. In the event that the Customer defaults in the payment of any monies owing to the Company, the Company and its employees or agents shall have the right to enter without notice upon the Customer's premises or any other premises where the Goods are known to be stored to repossess the Goods and for this purpose the Customer shall grant reasonable access rights and the Company, its employees or agents shall be entitled to do all things required to secure repossession.
Retention of Title. Lessor shall and hereby does retain full legal title to and beneficial ownership of each Unit for all purposes (including for all tax purposes) notwithstanding the delivery to and possession and use of such Unit by Lessee hereunder or any Sublessee under any sublease permitted hereby.
Retention of Title. The Goods shall remain the property of the Seller until paid for in full, to the extent that such retention of title is legally valid.