Common use of Retention of Title Clause in Contracts

Retention of Title. 1. The Supplier reserves the right to retain the title to the goods supplied by the Supplier and any items created by processing or finishing these goods until all of the Supplier’s current or future receivables due from the Buyer and arising from the business relationship have been settled in full. The Buyer shall separately store and label the goods subject to extended retention of title. 2. The goods subject to retention of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplier. In the event of the Buyer processing goods subject to retention of title together with other goods, the Supplier shall be entitled to co-ownership of the new items in proportion to the value of the goods subject to retention of title that have been processed compared to the other goods at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 4 contracts

Samples: General Terms and Conditions, General Terms and Conditions, General Terms and Conditions

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Retention of Title. 1Supplied Goods shall remain Seller’s property until fulfillment by Customer of its payment obligations as described above. The Supplier reserves 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 to retain in the title 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 goods supplied by invoiced value of all goods, which were used for manufacturing the Supplier new goods. (b) As long as Customer is not in default and any items created by processing or finishing these goods until all 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 Supplierresale 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 current solvency and/or financial credibility or future receivables due from the Buyer and arising from the business relationship have been settled if Customer is in full. The Buyer shall separately store and label the goods subject to extended retention arrears on any of title. 2. The goods subject to retention of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplierits 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 the Buyer processing goods subject Goods, (ii) and to retention of title together give Seller all information and documents necessary in order to establish and confirm Seller’s rights with other goods, the Supplier respect to third parties. Customer shall be entitled obligated to co-ownership of inform Seller without delay about any garnishment and/or any other actions adversely affecting the new items in proportion to 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 subject as described in Article 6 a) above. Moreover, Customer undertakes (i) to retention of title that have been processed compared take a general liability all risks insurance policy, at its own cost, including coverage as to the other deterioration and/or theft of all or a part of Goods and/or of the new goods and (ii) provide to Seller, at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combiningits first request, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied certificate confirming both such insurance coverage and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds payment of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value)insurance premium related thereto. 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 4 contracts

Samples: General Conditions of Sale, General Conditions of Sale, General Conditions of Sale

Retention of Title. 111.1. The Supplier reserves Title to all delivered goods remains with the right to retain Seller until the title Buyer has paid all sums owing to the goods supplied by Seller in connection with the Supplier respective Contract and any items created by processing or finishing these goods until all of the Supplier’s current or future receivables due from the Buyer and arising from the business relationship have been settled in full. The Buyer shall separately store and label the goods subject to extended retention of title. 2. The goods subject to retention of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplier. In the event other obligations of the Buyer towards the Seller arising under or in connection with the respective Contract have been fulfilled. Any processing of the delivered goods subject to retention by the Buyer takes place on behalf of title together the Seller without imposing obligations on the Seller. If the delivered goods are processed with other goodsgoods not owned by the Seller, the Supplier shall be entitled to Seller acquires a co-ownership of on the new items in proportion to newly produced goods pro rata the value of the goods subject to retention of title that have been processed compared to the other delivered goods at the time of processing or finishingthe processing. 11.2. The Buyer shall herewith already transfer be entitled to sell the Supplier’s potential co- ownership shares created by combining, blending or mixing delivered goods in the goods supplied with other items to the Supplierusual course of business. It Any possible claims resulting from such sale shall herewith be agreed that assigned to the Seller in advance and the Buyer holds the goods in its role as a custodian shall undertake all necessary publicity requirements for the Supplier and act with the due diligence enforceability of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4such assignment. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter Seller with security to written customer lists upon the value or proceeds of the goods, if they do not reach the value of the goodsSeller’s request. If the Buyer sells any goods co-owned by the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligationsSeller, the assignment shall apply in the same volume as this co-ownership. The Seller shall be treated entitled to collect the assigned sum. 11.3. The Buyer is obliged to appropriately insure the goods still owned by the Seller against all common risks, particularly against fire, burglary or damage caused by water at its own expense, to treat them cautiously and store them properly. 11.4. In case the Buyer is in delay of overdue payment considering a grace period of 10 working days, the Seller shall be entitled to demand restitution of the delivered goods or to collect the delivered goods and to sell them as a silent assignment they are (i.e. including their packing) to any third persons. One or several of these acts shall not be considered as termination of the respective orders and does not relieve the Buyer to effect payment of the invoiced amounts. In case the delivered goods are sold to third parties by the Seller, the Buyer states and guarantees that this will not result in the infringement of any intellectual property rights (e.g. trademark rights with regard to signs, logos and words, etc.) that are imprinted on the respective goods or packaging and waives any rights the Buyer may collect have against the receivableSeller resulting therefrom. 11.5. The Buyer shall separately book and manage Seller may, at its free discretion, however, also terminate the payments received on the assigned receivables. 6. Should the value unpaid order, without limiting any of the securities exceed Seller’s claims arising out of or in connection with the SupplierBuyer’s receivables due or non-due by more than 20%breach of contract, the Buyer may request in particular claims for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon requestdamages. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 4 contracts

Samples: Sales Contracts, Sales Contracts, Sales Contracts

Retention of Title. 1Supplied Goods shall remain Seller’s property until fulfillment by Customer of its payment obligations as described above. The Supplier reserves 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 to retain in the title 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 goods supplied by invoiced value of all goods, which were used for manufacturing the Supplier new goods. (b) As long as Customer is not in default and any items created by processing or finishing these goods until all 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 Supplierresale 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 current solvency and/or financial credibility or future receivables due from the Buyer and arising from the business relationship have been settled if Customer is in full. The Buyer shall separately store and label the goods subject to extended retention arrears on any of title. 2. The goods subject to retention of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplierits 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 the Buyer processing goods subject Goods, (ii) and to retention of title together give Seller all information and documents necessary in order to establish and confirm Seller’s rights with other goods, the Supplier respect to third parties. Customer shall be entitled obligated to co-ownership of inform Seller without delay about any garnishment and/or any other actions adversely affecting the new items in proportion to 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 subject as described in Article 6 a) above. Moreover, Customer undertakes (i) to retention of title that have been processed compared take a general liability all risks insurance policy, at its own cost, including coverage as to the other deterioration and/or theft of all or a part of Goods and/or of the new goods and (ii) provide to Seller, at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combiningits first request, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied certificate confirming both such insurance coverage and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds payment of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value)insurance premium related thereto. 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 4 contracts

Samples: General Conditions of Sale, General Conditions of Sale, General Conditions of Sale

Retention of Title. 111.1. The Supplier reserves Title to all delivered goods remains with the right to retain Seller until the title Buyer has paid all sums owing to the goods supplied by Seller in connection with the Supplier respective Contract and any items created by processing or finishing these goods until all of the Supplier’s current or future receivables due from the Buyer and arising from the business relationship have been settled in full. The Buyer shall separately store and label the goods subject to extended retention of title. 2. The goods subject to retention of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplier. In the event other obligations of the Buyer towards the Seller arising under or in connection with the respective Contract have been fulfilled. Any processing of the delivered goods subject to retention by the Buyer takes place on behalf of title together the Seller without imposing obligations on the Seller. If the delivered goods are processed with other goodsgoods not owned by the Seller, the Supplier shall be entitled to Seller acquires a co-ownership of on the new items in proportion to newly produced goods pro rata the value of the goods subject to retention of title that have been processed compared to the other delivered goods at the time of processing or finishingthe processing. 11.2. The Buyer shall herewith already transfer be entitled to sell the Supplier’s potential co- ownership shares created by combining, blending or mixing delivered goods in the goods supplied with other items to the Supplierusual course of business. It Any possible claims resulting from such sale shall herewith be agreed that assigned to the Seller in advance and the Buyer holds the goods in its role as a custodian shall undertake all necessary publicity requirements for the Supplier and act with the due diligence enforceability of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4such assignment. The Buyer shall herewith already assign provide The Seller with written customer lists upon the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goodsSeller’s request. If the Buyer sells any goods co-owned by the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligationsSeller, the assignment shall apply in the same volume as this co-ownership. The Seller shall be treated entitled to collect the assigned sum. 11.3. The Buyer is obliged to appropriately insure the goods still owned by the Seller against all common risks, particularly against fire, burglary or damage caused by water at its own expense, to treat them cautiously and store them properly. 11.4. In case the Buyer is in delay of overdue payment considering a grace period of 10 working days, the Seller shall be entitled to demand restitution of the delivered goods or to collect the delivered goods and to sell them as a silent assignment they are (i.e. including their packing) to any third persons. One or several of these acts shall not be considered as termination of the respective orders and does not relieve the Buyer to effect payment of the invoiced amounts. In case the delivered goods are sold to third parties by the Seller, the Buyer states and guarantees that this will not result in the infringement of any intellectual property rights (e.g. trademark rights with regard to signs, logos and words, etc.) that are imprinted on the respective goods or packaging and waives any rights the Buyer may collect have against the receivableSeller resulting therefrom. 11.5. The Buyer shall separately book and manage Seller may, at its free discretion, however, also terminate the payments received on the assigned receivables. 6. Should the value unpaid order, without limiting any of the securities exceed Seller’s claims arising out of or in connection with the SupplierBuyer’s receivables due or non-due by more than 20%breach of contract, the Buyer may request in particular claims for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon requestdamages. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 4 contracts

Samples: General Terms and Conditions of Sale, General Terms and Conditions of Sale, Sales Contracts

Retention of Title. 1Supplied Goods shall remain Seller’s property until fulfillment by Customer of its payment obligations as described above. The Supplier reserves 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 to retain in the title 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 goods supplied by invoiced value of all goods, which were used for manufacturing the Supplier new goods. (b) As long as Customer is not in default and any items created by processing or finishing these goods until all 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 Supplierresale 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 current solvency and/or financial credibility or future receivables due from the Buyer and arising from the business relationship have been settled if Customer is in full. The Buyer shall separately store and label the goods subject to extended retention arrears on any of title. 2. The goods subject to retention of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplierits 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 the Buyer processing goods subject Goods, (ii) and to retention of title together give Seller all information and documents necessary in order to establish and confirm Seller’s rights with other goods, the Supplier respect to third parties. Customer shall be entitled obligated to co-ownership of inform Seller without delay about any garnishment and/or any other actions adversely affecting the new items in proportion to 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 subject as described in Article 6 a) above. Moreover, Customer undertakes (i) to retention of title that have been processed compared take a general liability all risks insurance policy, at its own cost, including coverage as to the other deterioration and/or theft of all or a part of Goods and/or of the new goods and (ii) provide to Seller, at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combiningits first request, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied certificate confirming both such insurance coverage and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds payment of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value)insurance premium related thereto. 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 3 contracts

Samples: General Conditions of Sale, General Conditions of Sale, General Conditions of Sale

Retention of Title. 1Supplied Goods shall remain Seller’s property until fulfillment by Customer of its payment obligations as described above. The Supplier reserves 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 to retain in the title 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 goods supplied by invoiced value of all goods, which were used for manufacturing the Supplier new goods. (b) As long as Customer is not in default and any items created by processing or finishing these goods until all 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 Supplierresale of Goods are already assigned, for security purposes, exclusively to Seller. Customer is entitled to collect the receivables from reselling, unless Seller withdraws the direct debit authorisation in case of any doubt about Customer’s current solvency and/or financial credibility or future receivables due from the Buyer and arising from the business relationship have been settled if Customer is in full. The Buyer shall separately store and label the goods subject to extended retention arrears on any of title. 2. The goods subject to retention of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplierits payments. In the event Xxxxxx withdraws the direct debit authorisation, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of the Buyer processing goods subject Goods, (ii) and to retention of title together give Seller all information and documents necessary in order to establish and confirm Seller’s rights with other goods, the Supplier respect to third parties. Customer shall be entitled obligated to co-ownership of inform Seller without delay about any garnishment and/or any other actions adversely affecting the new items in proportion to 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 subject as described in Article 6 a) above. Moreover, Customer undertakes (i) to retention of title that have been processed compared take a general liability all risks insurance policy, at its own cost, including coverage as to the other deterioration and/or theft of all or a part of Goods and/or of the new goods and (ii) provide to Seller, at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combiningits first request, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied certificate confirming both such insurance coverage and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds payment of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value)insurance premium related thereto. 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 3 contracts

Samples: General Conditions of Sale, General Conditions of Sale, General Conditions of Sale

Retention of Title. 1Supplied Goods shall remain Seller’s property until fulfillment by Customer of its payment obligations as described above. The Supplier reserves As such: (a) If Goods are processed combined, and/or mixed by Customer with other goods belonging to him, then Seller 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 to retain in the title 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 goods supplied by invoiced value of all goods, which were used for manufacturing the Supplier new goods. (b) As long as Customer is not in default and any items created by processing or finishing these goods until all 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 Supplierresale of Goods are already assigned, for security purposes, exclusively to Seller. Customer is entitled to collect the receivables from reselling, unless Seller withdraws the direct debit authorisation in case of any doubt about Customer’s current solvency and/or financial credibility or future receivables due from the Buyer and arising from the business relationship have been settled if Customer is in full. The Buyer shall separately store and label the goods subject to extended retention arrears on any of title. 2. The goods subject to retention of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplierits payments. In the event Seller withdraws the direct debit authorisation, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of the Buyer processing goods subject Goods, (ii) and to retention of title together give Seller all information and documents necessary in order to establish and confirm Seller’s rights with other goods, the Supplier respect to third parties. Customer shall be entitled obligated to co-ownership of inform Seller without delay about any garnishment and/or any other actions adversely affecting the new items in proportion to 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 subject as described in Article 6 a) above. Moreover, Customer undertakes (i) to retention of title that have been processed compared take a general liability all risks insurance policy, at its own cost, including coverage as to the other deterioration and/or theft of all or a part of Goods and/or of the new goods and (ii) provide to Seller, at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combiningits first request, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied certificate confirming both such insurance coverage and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds payment of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value)insurance premium related thereto. 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 3 contracts

Samples: General Conditions of Sale, General Conditions of Sale, General Conditions of Sale

Retention of Title. 1. 11.1 The Supplier reserves the right to retain the seller retains title to the goods supplied by the Supplier and any items created by processing or finishing these goods until all claims of the Supplier’s current or future receivables due from seller against the Buyer and buyer arising from the business relationship relationship, including future claims from contracts concluded at the same time or later, have been settled settled. This shall also apply if individual or all claims of the Seller have been included in full. The Buyer shall separately store a current account and label the goods subject to extended retention of titlebalance has been struck and acknowledged. 2. The goods subject to 11.2 If, in connection with the payment of the purchase price by the Buyer, a bill of exchange liability of the Seller is established, the retention of title and the underlying claim from deliveries of goods shall not expire before the payment of the bill of exchange by the Buyer as drawee. 11.3 The customer is entitled to resell the object of sale in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including value added tax) of our claim which accrue to him from the resale against his customers or third parties. If the reserved goods are processed sold unprocessed or after processing with objects which are exclusively the property of the purchaser, the purchaser hereby assigns the claims arising from the resale in full to the seller. If reserved goods are sold by the buyer - after processing/combination - together with goods not belonging to the seller, the buyer already now assigns the claims arising from the resale in the amount of the value of the reserved goods with all ancillary rights and finished rank before the rest. The seller accepts the assignment. The purchaser is authorised to collect these claims even after assignment. The seller's authority to collect the claims himself remains unaffected; however, the seller undertakes not to collect the claims as long as the buyer duly fulfils his payment and other obligations. The seller can demand that the buyer informs him of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors of the assignment. 11.4 Any processing or treatment of the reserved goods shall be carried out by the Buyer on behalf of the Seller without any obligations arising for the Supplier as manufacturer within latter. If the meaning of Section 950 BGBreserved goods are processed, without this creating an obligation for the Supplier. In the event of the Buyer processing goods subject to retention of title together combined, mixed or blended with other goodsgoods not belonging to the Seller, the Supplier Seller shall be entitled to the resulting co-ownership share in the new item in the ratio of the value of the reserved goods to the other processed goods at the time of processing, combination, mixing or blending. If the Buyer acquires sole ownership of the new item, the contracting parties agree that the Buyer shall grant the Seller co-ownership of the new items item in proportion to the value of the processed or combined, mixed or blended goods subject to retention of title that have been processed compared and shall keep them in safe custody for the Seller free of charge. 11.5 The customer is only entitled and authorised to resell the other reserved goods at if the time of processing or finishingclaim from the resale is transferred to us. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with customer is not entitled to other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian remuneration for the Supplier reserved goods (e.g. pledging, transfer by way of security). If the customer is in default of payment, he shall be obliged, at our request, to notify the third party customer of the assignment for payment to us and act with to disclose the due diligence of a business person in this respectnecessary information and documents. 3. The Buyer may only sell 11.6 A lien in favour of the goods supplied supplier shall be created on all raw materials of any kind handed over by the customer upon handover in order to secure all present and future claims of the items created Supplier arising from processing or finishing, combining, blending and mixing these goods during the proper course deliveries of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rightsgoods. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach 11.7 If the value of the goods. If existing securities exceeds the Buyer sells the goods subject claim s to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due secured by more than 20%, the Buyer may request for them seller shall be obliged to be released. The Buyer shall agree to insure release the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide securities at the Supplier with proof of such insurance upon buyer's request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 2 contracts

Samples: General Terms and Conditions, General Terms and Conditions

Retention of Title. 1. The agreed retention of title referred to hereinafter serves to safeguard the claims to which the Supplier reserves is entitled on the right basis of the contract. The retention of title shall also serve to retain safeguard all the title Suppli- er’s existing and future claims against the Purchaser arising from the purchaser-supplier relationship between the parties to the goods supplied contract (including outstanding balance claims arising from open account terms granted exclusively for the purchaser-supplier relationship). 2. Goods delivered by the Supplier to the Purchaser shall remain the Sup- plier’s property until full and any items created complete payment of all secured debts. Both the goods and those goods replacing them that are covered by processing or finishing these goods until all the retention of the Supplier’s current or future receivables due from the Buyer and arising from the business relationship have been settled title in full. The Buyer accordance with this clause, shall separately store and label the be referred to hereinafter as goods subject to extended retention of title. 23. The Purchaser shall hold goods subject to retention of title are processed and finished in safe cus- tody for the Supplier as manufacturer within without charge. For the meaning of Section 950 BGB, without this creating an obligation for the Supplier. In the event duration of the Buyer processing goods remaining subject to retention of title together with other goodstitle, the Supplier shall be entitled to co-ownership possess a Part II registration certificate (vehicle registration document). 4. The Purchaser shall be entitled to process and sell the goods subject to retention of title in the ordinary course of business until such time as their realisation comes into effect within the meaning of Subsection 9 below of this Section VI. Pledges and transfers by way of security shall be impermissible. 5. Should the goods subject to retention of title be processed by the Purchaser, it is hereby agreed that such processing shall occur in the name and for the account of the new items Supplier as the manufacturer and that the Supplier shall immediately acquire full ownership or – if the processing involves materials from several owners, or the value of the processed item is greater than the value of the goods subject to reten- tion of title – a share in the ownership (fractional ownership) of the newly created item in proportion to the value of the goods subject to retention of title that have been processed compared to the other goods at value of the time newly created item. In the event that no such acquisition of processing ownership on the part of the Supplier should oc- cur, the Purchaser hereby assigns its future ownership or finishing. The Buyer shall herewith already transfer share in the Supplier’s potential co- ownership shares – in the above-mentioned proportion – of the newly created by combining, blending or mixing the goods supplied with other items to item as security for the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to Should the goods subject to retention of title be combined or inseparably mixed with other items to form one unified item, and should one of the other items be regarded as the main item, the Supplier – inasmuch as it is not owner of the main item – hereby assigns to the Supplier to provide Purchaser a proportionate share in the latter with security to the value or proceeds shared ownership of the goods, if they do not reach unified item in the value of proportion stated in Sentence 1 hereto. 6. In the goods. If the Buyer sells event that the goods subject to retention of title together with other goodsbe resold, the Buyer shall assign Purchaser hereby assigns the purchase price receivable for claim resulting against the buyer – in the event of the Supplier’s shared ownership in the goods subject to retention of title in fulltitle, or to the value a corresponding proportion of the processed goods subject to retention of title which are being sold share in the event of the goods previously having been processed or finished together with goods not belonging owner- ship – to the Supplier. At a minimum, the value The same shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them apply to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to other claims that replace the goods subject to retention of title or that otherwise arise with regard to the goods subject to retention of title, such as insurance claims or claims arising from a tortuous act in the event of loss or destruction. The Supplier authorises the Purchaser with revocable effect to collect, in its own name, claims assigned receivables to the Supplier. The Supplier may only revoke this collection authorisation in the event of realisation. 7. Should third parties take possession of the goods subject to retention of title, in particular by way of debt enforcement, the Purchaser shall immediately inform them of the Supplier’s ownership and provide all documents required for intervention inform the Supplier of such actionsactions in order to enable the Supplier to enforce its rights of ownership. The Buyer If the third party is not in a position to reimburse the Supplier for the court fees or extrajudicial costs incurred as a result, the Purchaser shall bear be correspondingly liable to the costs Supplier. 8. On request, the Supplier shall, at its discretion, either release the goods subject to retention of such interventiontitle – as well as the items replacing them – or release the outstanding claims, provided that their value exceeds the amount of the secured debts by more than 10%. 9. If, as a result of the Purchaser’s conduct not being in conformity with the contract – in particular by falling into arrears with payments – the Supplier should withdraw from the contract (realisation), the Sup- plier shall be entitled to demand the return of the goods subject to retention of title.

Appears in 2 contracts

Samples: General Terms of Business, General Terms of Business

Retention of Title. (1. The Supplier reserves the right to retain the title to the ) All goods supplied by the Supplier and any items created by processing or finishing these goods until all of the Supplier’s current or future receivables due from the Buyer and arising from the business relationship have been settled in full. The Buyer shall separately store and label the remain our property (goods subject to extended 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. The ) Handling and processing of the goods subject to retention of title are processed and finished for shall be carried out on our behalf as the Supplier manufacturer, as manufacturer within defined under §950 of the meaning of Section 950 German Civil Code (BGB), without this creating an obligation for on our part. If the Supplier. In the event of the Buyer processing goods subject to under retention of title together are processed, joined or combined with other goodsitems that do not belong to us, the Supplier we shall be entitled to acquire co-ownership of the new items object in the proportion to of the invoice value of the goods subject to retention of title that have been processed compared 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 at the time subject to retention of processing or finishingtitle and shall store them free of charge for us. The Buyer shall herewith already transfer the Supplier’s potential co- rights of ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person come about in this respectway are deemed to constitute goods subject to retention of title as defined by this section. (3. ) The Buyer may only re-sell the goods supplied and under retention of title in the items created from processing or finishing, combining, blending and mixing these goods during the proper 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 return for cash or 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 goods assignment in advance shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due extend to the Supplier due to the Buyer selling on all surrogates for the goods subject to retention of title, e.g. claims against third parties (insurance, originators of loss) for loss, deterioration or any other legal reason relating damage to the goods subject to retention of title 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 revocation in justified cases, e.g. on suspension of payment, application for insolvency proceedings, cheque or bill protest, seizure or default on payment. Outstanding amounts owed to us that are received thereafter shall be deposited in a separate special account under our company name. The Buyer is furthermore obliged to identify the Supplier assigned claims and debtors and provide all information required for us to make collections. In addition, the Buyer shall provide the latter us with security to the value or proceeds copies of the goodsassociated documentation (delivery notes, if they do not reach invoices) and notify the value third party debtor of the goods. If assignment. (5) Under no circumstances is the Buyer sells authorised to make any further transfer, pledge or assignment of our reserved rights to third parties. The Buyer shall notify us immediately of any completed or imminent seizure of the goods that are subject to retention of title together with other goods, the by third parties and shall notify such parties of our retention of title. The Buyer shall assign meet any intervention costs that we incur. (6) If the purchase price receivable for value of existing securities exceeds the goods subject secured claims by a total of more than 10%, we are obliged to release such surplus securities on demand by the Buyer. Should the preceding rights to retention of title be invalid or unenforceable under the law of the area in fullwhich the goods are located, or security corresponding to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging that area is deemed to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivableagreed. The Buyer shall separately book undertakes to take and manage the payments received on the assigned receivablescomply with all measures necessary to establish and uphold comparable rights or securities. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 2 contracts

Samples: Terms & Conditions of Sale and Delivery, Terms & Conditions of Sale and Delivery

Retention of Title. 1. The Supplier reserves the right to retain the title to the 6.1 Delivered goods supplied by the Supplier and any items created by processing or finishing these shall fully remain our property (goods until all of the Supplier’s current or future receivables due from the Buyer and arising from the business relationship have been settled in full. The Buyer shall separately store and label the goods subject to extended retention of title. 2. The goods sold subject to retention of title are processed title) until all receivables connected with the relevant legal relationship, on whatever legal grounds, have been paid in full. 6.2 For our benefit the Customer is obliged to store the goods appropriately with reasonable care and finished for to insure them at his own expense against loss and damage to an extent which may reasonably be expected of a prudent businessman. Hereby the Supplier as manufacturer within Customer assigns to us in advance any claims which may accrue from the meaning of Section 950 BGBinsurance policies. Upon our request, without this creating an obligation for the Supplier. In the event Customer is obliged to provide us with a complete inventory of the Buyer processing reserved goods. 6.3 In case of processing, combining or mixing of reserved goods subject to retention of title together with other goods, material by the Supplier Customer we shall be entitled to a pro rata co-ownership of the new items in product determined by the proportion to the value of the reserved goods subject to retention of title that have been processed compared used to the other ingredients of the new product. 6.4 The Customer may dispose freely of the reserved goods at in the time course of processing his business. However, this authorization will become extinct immediately if the Customer defaults on his obligations or finishingbecomes insolvent, or if composition or insolvency proceedings (or similar proceedings) have been filed or commenced. The Buyer shall herewith already transfer same applies should the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied Customer agree with other items his own respective customers on a non-assignability with regard to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respectrespective purchase price. 3. 6.5 The Buyer may only sell the Customer immediately assigns to us any receivables as well as ancillary rights resulting from resale of (processed) goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to initially sold by us under retention of title to the Supplier amount of our claims against himself until all our claims have been settled. The Customer shall only be entitled and authorized to provide resell goods if it is made sure that the latter receivables from such sales accrue to us. 6.6 The Customer shall be authorized to collect receivables assigned to us until we revoke such authorization. We are entitled to such revocation if the Customer defaults on financial obligations towards us resulting from our business relationship. Should the preconditions of revocation exist the Customer shall promptly upon request supply us with security the complete data concerning the assigned receivables and notify the debtors of such assignment. We reserve the right to personally advise the value or proceeds debtors of the goods, if they do not reach such assignment. 6.7 If the value of the goodscollateral deposited for our benefit exceeds the amount of secured claims by a total of more than fifty (50) per cent, the Customer shall be entitled to demand that we insofar release securities of our own choice. 6.8 The Customer is obliged to inform us immediately of compulsory enforcement measures or encroachments by a third party. 6.9 If we claim retention of title, this shall only be deemed a rescission of the contract if expressly stated so by us in writing. If the Buyer sells the The Customer`s right to possess goods subject to under retention of title together with other goods, shall be null and void if he fails to meet his contractual obligations. 6.10 If the Buyer shall assign country into which the purchase price receivable for Reserved Products are imported does not recognise the goods subject to right of retention of title title, we may request the Customer to provide other securities similar in fullvalue to the Reserved Products (such as, or but not limited to, a third party guarantee). The Customer shall undertake all lawful and necessary measures within its power to ensure that we obtain the necessary security in the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivableReserved Products. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value Customer is obliged to notify us immediately should any of the securities exceed the Supplier’s receivables due or non-due granted to us be endangered by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon requesta claim brought by a third party. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 2 contracts

Samples: General Terms and Conditions of Sale, General Terms and Conditions of Sale

Retention of Title. 1Supplied Goods shall remain Sel- ler’s property until fulfillment by Customer of its payment obliga- tions as described above. The Supplier reserves As such: (a) If Goods are processed combined, and/or mixed by Cu- stomer with other goods xxxxx- xxxx to him, then Xxxxxx has the entire ownership on the new go- ods. If Goods are processed, com- bined, and/or mixed by Customer with other goods belonging to other suppliers, then Seller has a joint ownership right to retain in the title 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 in- voiced value of the Goods to the goods supplied by invoiced value of all goods, which were used for manufacturing the Supplier new goods. (b) As long as Customer is not in default and any items created by processing or finishing these goods until all provided that it reserves its property rights, Cu- stomer is exclusively entitled to resell Goods in the ordinary cour- se 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 Supplierresale of Goods are already assigned, for securi- ty purposes, exclusively to Seller. Customer is entitled to collect the receivables from reselling, unless Xxxxxx withdraws the direct de- bit authorisation in case of any doubt about Customer’s current solven- cy and/or financial credibility or future receivables due from the Buyer and arising from the business relationship have been settled if Customer is in full. The Buyer shall separately store and label the goods subject to extended retention arrears on any of title. 2. The goods subject to retention of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplierits payments. In the event Seller withdraws the direct debit autho- risation, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of the Buyer processing goods subject Goods, (ii) and to retention of title together give Seller all information and documents ne- cessary in order to establish and confirm Seller’s rights with other goods, the Supplier re- spect to third parties. Customer shall be entitled obligated to co-ownership of inform Seller without delay about any garni- shment and/or any other actions adversely affecting the new items in proportion to Goods undertaken by third parties. If the value of the existing security in- terests obtained by Customer for the benefit of Seller exceeds in to- tal more than 20 % the total in- voiced amount of the contractual debt of Customer, Seller is obli- ged, 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 subject as descri- bed in Article 6 a) above. More- over, Customer undertakes (i) to retention of title that have been processed compared take a general liability all risks insurance policy, at its own cost, including coverage as to the other de- terioration and/or theft of all or a part of Goods and/or of the new goods and (ii) provide to Seller, at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combiningits first request, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied certificate confirming both such insurance coverage and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds payment of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value)insurance premium related there- to. 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 2 contracts

Samples: General Conditions of Sale, General Conditions of Sale

Retention of Title. (1. The Supplier reserves the right to retain the ) Seller retains title to the all goods supplied by the Supplier and any items created by processing or finishing these goods it until all full payment of the Supplier’s current or future receivables due from amounts invoiced. If the Buyer and arising from the business relationship goods have been settled used in fullthe production or completion of other goods or plants or constructions, etc. The Buyer shall separately store and label the goods subject to extended retention of title. 2. The goods subject to retention of title shall extend to such product achieved by using the goods or services which have not been paid and to any turnover or income generated by it. If goods which are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplier. In the event property of the Buyer processing goods subject to retention of title together Seller are mixed, blended or combined with other goodsitems, the Supplier shall be entitled to Buyer already at this point assigns his ownership rights or co-ownership of rights to the new items in proportion item to the value of Seller and shall hold the goods subject to retention of title that have been processed compared to the other goods at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods item in its role as a custodian safe custody for the Supplier and act Seller with the due diligence care of a business person in this respect. 3prudent businessman. The Buyer may only sell the goods supplied and products which are the items created from processing or finishing, combining, blending and mixing these goods during property of the proper Seller in the ordinary course of business provided that he is not in default of payment and ensures that monies received are transferred to Seller. Xxxxxx, Xxxxx assigns his purchase price claims from resale vis-à-vis his customers to the Seller and shall make the notification which is required for this assignment clause to become effective in return for cash his books or subject on his invoices. In the case of assignment, the Seller shall also be entitled to retention notify the customers of titlethe Buyer. The goods If there are any unsettled or scheduled payments to be made by Buyer vis-à-vis Seller any Seller’s consent to resale or combine the products shall not be assigned as security or pledgedautomatically expire, nor shall any other decrees be permitted which infringe if insolvency proceedings are opened over the Supplier’s rightsassets of Buyer. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in (2) In the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to action against Seller’s or service results (such as plans, drawings) delivered under retention of title or any receivables assigned receivables to Seller, Buyer shall notify such party of Seller’s property/ right and provide all documents required for intervention of immediately inform Seller about such actionsaction. The Buyer shall bear the costs of such any intervention. (3) If Buyer shall be in breach of contract, in particular in payment default, it shall, upon Seller’s demand, immediately return all goods delivered under retention of title and assign to Seller any repossession claims against any third party in conjunction with such goods. Any repossession or enforcement proceedings with regard to the goods delivered under retention of title shall not be regarded as a rescission of this Agreement. (4) Any assignment of this Agreement, or of any rights or obligations hereunder by Xxxxx without prior written consent of Seller shall be null and void.

Appears in 2 contracts

Samples: General Terms and Conditions, General Terms and Conditions

Retention of Title. (1. The Supplier reserves ) Until full payment of all present and future claims arising from the right to current business relationship between the Seller and the Buyer, including xxxxxxxxx claims and claims for damages (together "secured claims"), the Seller shall retain the title to the goods supplied by sold ("reserved goods"). (2) The Buyer is not entitled to pledge the Supplier and any items created by processing or finishing these reserved goods until all of the Supplier’s current or future receivables due from to third parties, to assign them as security, but the Buyer and arising from is entitled to resell the business relationship have been settled in full. The Buyer shall separately store and label the goods subject to extended retention of title. 2. The reserved goods subject to retention of title are processed and finished in the ordinary course of business. In this case, the Buyer hereby assigns to the Seller as security all claims to which he is entitled in the future against his customer as consideration for the Supplier resale of the reserved goods, including all ancillary claims; the Seller accepts this assignment. The Seller may collect the claims assigned to it in its own name if the Buyer is in default of payment with regard to the reserved goods, if an application for the opening of insolvency proceedings has been filed or if there is any other defect in its ability to pay the purchase price from which the Seller can derive a risk to the realization of its claims. In all these cases, the Seller may demand that the Buyer informs the Seller of the assigned claims and their debtors, provides all information necessary for collection of the claim, hands over the relevant documents and notifies the debtors (third parties) of the assignment. (3) If the reserved goods are not resold and not further processed, the Buyer is obliged to carefully store the reserved goods for the Seller (in particular to store them separately from other goods), to maintain and repair them to the extent necessary at his own expense as manufacturer well as to insure them against loss and damage at his own expense within the meaning scope to be demanded from a prudent businessman as long as the retention of Section 950 BGB, without this creating an obligation for the Suppliertitle exists. In the event of loss or damage to the reserved goods, the Buyer processing goods subject shall assign his claims arising from the insurance contracts or against third parties to the Seller. (4) The retention of title together shall extend to the products resulting from the processing, mixing or combination of the reserved goods in accordance with the following provisions: If, within the meaning of Sections 947 or 948 of the German Civil Code, the reserved goods are combined or inseparably mixed with other goodsitems not belonging to the Seller in such a way that one of the other items is to be regarded as the main product, the Supplier it shall be entitled deemed agreed that the Buyer assigns to the Seller co-ownership of the new items item in proportion to the value of the reserved goods subject to retention of title that have been processed compared in relation to the other goods at combined or mixed items and holds the time of processing or finishingco-ownership in safe custody for the Seller. The Buyer shall herewith already parties hereby agree on the transfer the Supplier’s potential co- of ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. (5) In the event of breach of contract by the Buyer, in particular non-payment of the due purchase price, the Seller is entitled to withdraw from the contract in accordance with the statutory provisions and to demand the return of the Goods on the basis of the retention of title and the withdrawal. (6) The Buyer may only sell shall immediately notify the goods supplied and Seller in writing of any pledges or other interventions by third parties regarding the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4reserved goods. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods inform enforcement officers or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds third parties of the goods, if they do not reach the value Seller's ownership of the reserved goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage reimburse any judicial or extrajudicial costs incurred in connection with any such pledges or other interventions by third parties, unless the payments received on third party is responsible for the assigned receivablesresulting costs. 6(7) As far as it turns out during the assertion of claims for restitution against the Buyer that the reserved goods are no longer available, all claims from the business relations become due immediately. Should In such cases, any bills of exchange must be redeemed immediately in cash, irrespective of their due date. (8) If more than 10% of the Seller's total liabilities to the Buyer are overinsured by the securities provided for in Section 8 of these GCSD, the Seller shall, at the Buyer's request and at the Buyer's option, release securities up to the amount of the value exceeding 110% of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon requestsecured total liability. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 2 contracts

Samples: General Terms and Conditions of Sale and Delivery, General Terms and Conditions of Sale and Delivery

Retention of Title. 1. The Supplier reserves the right 5.1 Until payment of all receivables owing to retain the tesa from this business relationship is made in full, tesa retains sole title to the goods supplied delivery items. 5.2 With a pending invoice, the retention of title protects tesa in respect of the balance receivable. 5.3 The sale of delivery items subject to this retention of title (hereinafter: "reserved products") is only permitted to the Customer in the course of ordinary business transactions. The Customer pledges the receivable from onward sale to tesa; xxxx accepts this pledging of title at this time. The Customer is entitled revocably to place receivables pledged to tesa in the hands of a trustee for tesa in its own name. xxxx can revoke this entitlement and the authorisation for onward sale if the Customer is in arrears with key obligations, for example payment to tesa; in the event of revocation, tesa is entitled to call in the receivable itself. The Customer is not entitled to pledge the reserved products, nor to accept them as collateral nor to make any other provisions detrimental to the property of tesa. If the Customer sells reserved products after processing or transformation/alteration, or after connecting or combining to other products, or otherwise associating them with other goods, the surrender of the receivable is only permitted to the agreed amount for the part that reflects the price agreed between tesa and the Customer plus a safety margin of 10% of that price. 5.4 The Customer shall provide tesa at any time with all desired information about the retained products or about claims surrendered in this regard to tesa. The Customer must notify tesa immediately of any access to or claims by third parties in relation to reserved products, handling over the necessary documents in the process. At the same time, the Customer shall at the same time notify the third party or third parties of the right of tesa to retain title to these items. The costs of any defence against such accesses and claims shall be borne by the Supplier Customer. 5.5 The Customer is obliged to mark and any items created by processing or finishing these goods until all treat with care the retained products of tesa throughout the period of retained title, and where possible to keep them in a separate place. 5.6 If the realisable value of the Supplier’s current or future collateral items exceeds the securitised receivables from tesa by more than 10%, so the Customer is entitled to request release from the debt. 5.7 If the Customer goes into arrears with tesa over key obligations such as payment, tesa is then entitled, without prejudice to its other rights, to take back the reserved products and, after withdrawing from the contract and to satisfy receivables due from the Buyer and arising from the business relationship have been settled Customer to make use of those products in full. The Buyer shall separately store and label the goods subject to extended retention of title. 2. The goods subject to retention of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Suppliera different way. In the event of the Buyer processing goods subject a demand to retention of title together with other hand over goods, the Supplier Customer shall be entitled to co-ownership of the new items in proportion to the value of the goods subject to retention of title that have been processed compared to the other goods at the time of processing provide tesa or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied its appointed agent with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party immediate access to the reserved products and shall issue them into its care. If tesa demands the handover of goods subject to retention in respect of title or assigned receivables and provide all documents required for intervention this provision, that action shall not in itself constitute revocation of such actions. The Buyer shall bear the costs of such interventioncontract.

Appears in 2 contracts

Samples: Sales Contracts, Sales Contracts

Retention of Title. 1. .) The Supplier reserves the right to retain the title to the goods supplied delivered by the Supplier and any items created by processing or finishing these goods until all remain the property of the Supplier’s current or future receivables due from the Buyer and Supplier until full payment of all claims arising from the business relationship have has been settled in full. The Buyer shall separately store and label the goods subject to extended retention of titleeffected. 2. .) The Buyer is not entitled to neither pledge nor assign the delivered goods subject to retention of title are processed and finished as security for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Suppliera debt. In the event of seizures and other court orders by third parties, the Buyer must inform the third party about our reservation of title and must notify the Supplier immediately in writing. 3.) The Buyer is entitled, subject to revocation at any time, to resell, to combine or to process the delivered goods in the ordinary course of business. 4.) In the event of the resale of retained goods, the Buyer hereby assigns the Supplier (without the necessity of an explicit assignment) his claims from the resale as well as all security and ancillary rights against his customer up to the amount of the value of the respective resold goods in order to secure our claim. The Buyer is revocably entitled and obliged to collect the assigned claim. 5.) The processing or combination of our goods with other products shall be performed for us as manufacturer, however, without any obligations for us. If our ownership ceases as a result of combining or processing, the Buyer agrees that we shall acquire co-ownership rights to the items resulting from any such processing or combination, to the extent of the value of the goods delivered by us. The delivery will be superseded by the Buyer safeguarding the item on our behalf. The co-ownership rights resulting hereafter shall be deemed as goods subject to retention of title. If the goods resulting from the processing or combination are re-sold, clause 4 shall apply correspondingly. The claim arising from the resale (including the security and ancillary rights) up to the amount of the contract price agreed between us and the Buyer is assigned to us. 6.) In the event of suspension of payment or bankruptcy filing of the Buyer or in case the Buyer is in default of payment, the authorization for resale, processing or combination as well as for the collection of customer claims by the Buyer automatically expires. 7.) In the event of default of payment or other behaviour contrary to the contract, the right of the Buyer to posses goods subject to retention of title together with other goods, the Supplier shall be expires. In this case we are entitled to co-ownership of the new items in proportion to the value of take back the goods delivered subject to retention of title that have been processed compared and to access the other Buyer’s premises, where the goods at are stored. Taking back the time of processing or finishinggoods does not constitute a withdrawal from the contract. The return costs are to be carried by the Buyer. If we demand the release of the retained goods, the Buyer shall herewith already transfer is obliged to follow this request without delay. In case retained goods are re-sold, the Supplier’s potential co- ownership shares created by combiningBuyer must inform the Supplier on request immediately in writing, blending or mixing to whom he has sold the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role and which claims have arisen as a custodian for the Supplier and act with the due diligence result of a business person in this respectresale. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights8. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach ) If the value of the goodscollateral exceeds our outstanding claims by more than 20 %, the Supplier must release individual securities on request of the Buyer. The choice of security to be released is at the Supplier’s discretion. 9.) If the Buyer sells the goods subject to agreed retention of title together with other goodsor the assignment is not legally valid according to the law applicable where the retained goods are located, then a security corresponding to the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and deemed to be agreed. If the involvement of the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%is necessary for this purpose, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide he must take all documents measures at his own expense that are required for intervention of substantiating and maintaining such actions. The Buyer shall bear the costs of such interventionrights.

Appears in 2 contracts

Samples: General Terms and Conditions of Sale, General Terms and Conditions of Sale

Retention of Title. 1Title to all delivered goods remains with Mondi until the buyer has paid all sums owing to Mondi in connection with the respective contract and all other obligations of the buyer towards Mondi arising under or in connection with the respective contract have been fulfilled. The Supplier reserves Any processing of the right to retain the title to the delivered goods supplied by the Supplier and any items created by processing or finishing these buyer takes place on behalf of Mondi without imposing obligations on Mondi. If the delivered goods until all of the Supplier’s current or future receivables due from the Buyer and arising from the business relationship have been settled in full. The Buyer shall separately store and label the goods subject to extended retention of title. 2. The goods subject to retention of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplier. In the event of the Buyer processing goods subject to retention of title together with other goodsgoods not owned by Mondi, the Supplier shall be entitled to Mondi acquires a co-ownership of on the new items in proportion to newly produced goods pro rata the value of the goods subject to retention of title that have been processed compared to the other delivered goods at the time of processing or finishingthe processing. The Buyer buyer shall herewith already transfer be entitled to sell the Supplier’s potential co- ownership shares created by combining, blending or mixing delivered goods in the goods supplied with other items to the Supplierusual course of business. It Any possible claims resulting from such sale shall herewith be agreed that the assigned to Mondi in advance and buyer shall undertake all necessary publicity requirements for enforceability of such assignment. Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter Mondi with security to the value or proceeds of the goods, if they do not reach the value of the goodswritten customer lists without Xxxxx’x prior consent in writing. If the Buyer buyer sells the any goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligationsco-owned by Mondi, the assignment shall apply in the same volume as this co-ownership. Mondi shall be treated as a silent assignment and the Buyer may entitled to collect the receivableassigned sum. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them buyer is obliged to be released. The Buyer shall agree to appropriately insure the goods supplied still owned by Mondi against all common risks, particularly against fire, burglary or damage caused by water at its own expense, to treat them cautiously and items created therefrom store them properly. In case buyer is in delay of overdue payment considering a grace period of 10 working days, Mondi shall be entitled to demand restitution of the delivered goods or to collect the delivered goods and to sell them as they are (i.e. including their packing) to any third persons. One or several of these acts shall not be considered as termination of the respective orders and does not relieve buyer to effect payment of the invoiced amounts. In case the delivered goods are sold to third parties by Mondi, buyer states and guaranties that this will not result in the infringement of any intellectual property rights (e.g. trademark rights with regard to signs, logos and words, etc.) that are imprinted on the respective goods or packaging and waives any rights buyer may have against accidental damage Mondi resulting therefrom. Mondi may, at its free discretion, however, also terminate the unpaid order, without limiting any of Mondi’s claims arising out of or destructionin connection with the buyer’s breach of contract, including risk of fire and theft, and provide the Supplier with proof of such insurance upon requestin particular claims for damages. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 2 contracts

Samples: General Conditions of Sale, General Conditions of Sale

Retention of Title. 1Supplied Goods shall remain Seller’s property until fulfilment by Customer of its payment obligations as described above. The Supplier reserves As such: (a) If Goods are processed combined, and/or mixed by Customer with other goods belonging to him, then Seller 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 to retain in the title 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 goods supplied by invoiced value of all goods, which were used for manufacturing the Supplier new goods. (b) As long as Customer is not in default and any items created by processing or finishing these goods until all 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 Supplierresale of Goods are already assigned, for security purposes, exclusively to Seller. Customer is entitled to collect the receivables from reselling, unless Seller withdraws the direct debit authorisation in case of any doubt about Customer’s current solvency and/or financial credibility or future receivables due from the Buyer and arising from the business relationship have been settled if Customer is in full. The Buyer shall separately store and label the goods subject to extended retention arrears on any of title. 2. The goods subject to retention of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplierits payments. In the event Seller withdraws the direct debit authorisation, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of the Buyer processing goods subject Goods, (ii) and to retention of title together give Seller all information and documents necessary in order to establish and confirm Seller’s rights with other goods, the Supplier respect to third parties. Customer shall be entitled obligated to co-ownership of inform Seller without delay about any garnishment and/or any other actions adversely affecting the new items in proportion to 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 subject as described in Article 6 a) above. Moreover, Customer undertakes (i) to retention of title that have been processed compared take a general liability all risks insurance policy, at its own cost, including coverage as to the other deterioration and/or theft of all or a part of Goods and/or of the new goods and (ii) provide to Seller, at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combiningits first request, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied certificate confirming both such insurance coverage and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds payment of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value)insurance premium related thereto. 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 2 contracts

Samples: General Conditions of Sale, General Conditions of Sale

Retention of Title. 1. 10.1 The Supplier reserves retention of title agreed below shall serve to secure all respective existing current and future claims of the right Seller against the Principal from the delivery relationship ex- isting between the contracting partners (including balance claims from a current ac- count relationship limited to retain this delivery relationship). 10.2 The goods delivered by the title Seller to the goods supplied by Principal shall remain the Supplier and any items created by processing or finishing these goods Seller’s ownership until all of the Supplier’s current or future receivables due from the Buyer and arising from the business relationship secured claims have been settled paid in full. The Buyer goods and the goods replacing pursuant to the provisions below and covered by the retention of title shall separately store and label the hereinafter be referred to as “goods subject to extended retention of title. 2. 10.3 The Principal shall store the goods subject to retention of title are processed and finished free of charge for the Supplier as manufacturer within Seller. 10.4 The Principal shall be entitled to process and alienate the meaning of Section 950 BGB, without this creating an obligation for the Supplier. In the event of the Buyer processing goods subject to retention of title together with other goodsin the normal course of business until the utilisation event (clause 10.9) occurs. Pledges and chattel mortgaging shall not be permitted. 10.5 Where the Principal processes the goods subject to retention of title, it shall be agreed that processing shall be performed in the name and for account of the Seller as manu- facturer and the Seller shall directly acquire the ownership or, where processing is based on substances of several owners or the value of the processed item exceeds the value of the goods subject to retention of title, the Supplier shall be entitled to co-ownership (fractional owner- ship) of the new items in proportion to newly created item at the ratio between the value of the goods subject to retention of title that have been processed compared and the value of the newly created item. Where the Seller is not in- tended to acquire such ownership, the Principal shall already now transfer its future ownership or, at the aforementioned ratio, co-ownership of the newly created item to the other goods at the time of processing or finishingSeller as a security. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing Where the goods supplied subject to retention of title are combined or inseparably mixed with other items to a uniform item and one of the Supplier. It other items is to be regarded as the main item, the Seller shall herewith be agreed transfer co-ownership of the uniform item to the Principal on a pro rata basis at the ratio specified in sentence 1 to the ex- tent that the Buyer holds main item is the Principal’s ownership. 10.6 If the goods in its role as subject to retention of title are further alienated, the Principal shall already now assign the resulting claim against the acquirer to the Seller by way of security, on a custodian pro rata basis according to the co-ownership share for co-ownership of the Supplier and act with the due diligence Seller of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods same shall not be assigned as security or pledged, nor shall apply to any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to claims that replace the goods subject to retention of title or assigned receivables and provide all documents required arise otherwise regarding the goods subject to retention of title, such as insurance claims or claims from tort for intervention of such actionsloss or de- struction. The Buyer Seller shall bear irrevocably authorise the Principal to collect in its own name the payments assigned to the Seller. The Seller may revoke such collection authorisa- tion only in the utilisation event. 10.7 Where third parties access the goods subject to retention of title, especially by sei- zure, the Principal shall immediately point them to the Seller’s ownership and shall in- form the Seller thereof to enable the Seller to enforce its rights of ownership. Where the third party is unable to compensate the Seller for the court and out-of-court costs incurring in this context, the Principal shall be liable vis-à-vis the Seller. 10.8 The Seller shall release the goods subject to retention of such interventiontitle and the items or claims replacing them to the extent that their value exceeds the amount of the secured claims by more than 50%. The selection of the objects to be released accordingly shall be the Seller’s responsibility. 10.9 If the Seller rescinds the agreement due to the purchaser’s conduct contrary to the agreement, especially default in payment (utilisation event), it shall be entitled to claim surrender of the goods subject to retention of title.

Appears in 2 contracts

Samples: General Terms and Conditions of Delivery, General Terms and Conditions of Delivery

Retention of Title. (1) Xxxxxx retains full title to its Services until payment in full of all of its receivables against Customer arising from the Contract. The Supplier reserves Such receivable shall include claims based on checks and bills of exchange as well as open ac- counts receivable. (2) Customer hereby represents and warrants to treat the right goods subjected to retain and for the duration of retention of title with due care and in particular to insure the goods at its sole expense against any damage caused by fire, water and theft at replacement value. Customer hereby assigns all claims for damages under the insurance policy to Xxxxxx and Xxxxxx hereby accepts such assignment. If the assignment is not permitted under applicable law, Customer shall irrevocably instruct the insurance carrier to effect any insurance payments exclusively to Xxxxxx. All of Nes- per’s other rights associated with the foregoing shall remain unaffected. (3) Customer shall only be entitled to sell the goods subjected to retention of title in the ordinary course of busi- ness. Customer shall not be entitled to pledge the goods subjected to retention of title, transfer the goods by way of security or make other dispositions that potentially compromise Xxxxxx’x title to the goods. In the event of attach- ment or garnishment or other third party interventions, Customer shall inform Xxxxxx immediately in writing and provide all necessary information, so as to enable Xxxxxx to inform such third party with respect of its ownership rights and shall assist Xxxxxx in its activities to protect its goods supplied by the Supplier and any items created by processing or finishing these goods until all of the Supplier’s current or future receivables due from the Buyer and arising from the business relationship have been settled in full. The Buyer shall separately store and label the goods subject subjected to extended retention of title. 2. The (4) Customer hereby assign all claims or demands resulting from the re-sale of goods subject and any ancillary rights thereto to Xxxxxx, regardless of whether the goods subjected to retention of title were sold with or without addi- tional processing and Xxxxxx hereby accepts such assignment. If the assignment is not permitted under applicable law, Customer hereby irrevocably instructs the third party debtor to make any payments exclusively to Xxxxxx. Xxxxxx hereby revocably authorizes Customer to collect the claims assigned to Xxxxxx in a fiduciary capacity on behalf of Xxxxxx. Customer shall immediately pay any amount collected to Xxxxxx. Xxxxxx reserves the right to re- voke Customer’s authority to collect any amounts due and to sell the goods, in the event that Customer (i) does not fulfill its payment obligations to the benefit of, (ii) defaults on any payments due to, (iii) stops making any pay- ments due to Xxxxxx, or (iv) if insolvency proceedings are processed and finished for filed against Customer’s assets. Customer shall not re- sell any claims without Xxxxxx’x prior consent. Customer’s authority to collect shall terminate upon notice of as- signment to the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplierthird-party debtor. In the event of withdrawal of the Buyer processing authority to collect, Xxxxxx shall be entitled to request that Customer notify Xxxxxx of assigned claims and identity of debtor, provide all information necessary for collection, deliver all pertinent documents and inform the debtor of the assignment. (5) If Customer’s claims stemming from the re-sale are transferred into a current account, Customer hereby assigns its claim against its customer based on the current account to Xxxxxx, in an amount equal to the agreed upon pur- chase price of the re-sold goods subject subjected to retention of title together plus VAT. (6) If Xxxxxx exercises its rights in accordance with § 6 para. 5 above, Customer shall (i) xxxxx Xxxxxx immediate access to the goods subjected to retention of title, (ii) provide Xxxxxx with a detailed list of all the existing goods subjected to retention of title, (iii) separate the goods for Xxxxxx and (iv) surrender the goods to Xxxxxx upon re- quest. (7) Customer’s processing or alteration of the goods subjected to retention of title shall be deemed to be carried out to the sole benefit of Xxxxxx. Customer’s deferred right to the goods subjected to retention of title shall extend to the processed or altered items. If Xxxxxx’x goods will be joined, mixed or processed with other goodsproducts not owned by Xxxxxx, the Supplier then Xxxxxx shall be entitled to become co-ownership owner of the new items in proportion newly produced goods at an ownership-ratio of the value of Xxxxxx’x supplied goods to the value of all other products at the time of joining, mixing or processing. Customer shall keep custody of the newly produced goods subject on behalf and to the benefit of Xxxxxx. The newly produced goods stemming from processing or alteration shall in the same manner be subjected to retention of title that have been processed compared as the original goods. (8) At Customer’s request, Xxxxxx shall be required to partially release the collateral to which it is legally entitled, if the liquidity value of the collateral under consideration of standard banking practices exceeds Xxxxxx’x claims stemming from its business relationship with Customer by more than ten percent (10 %), to the other goods at extent by which the time collateral exceeds one hundred ten percent (110%) of processing or finishingXxxxxx’x claims against Customer. The Buyer Such calculation shall herewith already transfer be based on the Supplier’s potential co- ownership shares created by combining, blending or mixing invoice value of the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject subjected to retention of title to and on the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the nominal value of the goodsclaims. (9) If goods are delivered to countries having a different legal system, under which the concept of retention as set forth in this paragraph will not xxxxx Xxxxxx the same degree of protection as in the Federal Republic of Germany, Customer hereby agrees to provide Xxxxxx with a corresponding security interest. If the Buyer sells the goods subject further declarations or actions are necessary, Xxxxxxxx hereby agrees to retention of title together with other goods, the Buyer shall assign the purchase price receivable make such declarations and take such action accordingly. Customer hereby agrees to participate in all procedures necessary for the goods subject to retention of title in full, or and beneficial to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier effectiveness and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof enforceability of such insurance upon requestsecurity interest. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 2 contracts

Samples: General Conditions of Service, General Conditions of Service

Retention of Title. 1. The Supplier reserves goods supplied by us shall remain our property up to the right complete settlement of all of our receivables from the reciprocal business relationship including any possible current account balance. The goods may not be pledged to retain the title to others or transferred as security. 2. Should we as a result of a combination of the goods supplied by us with the Supplier and any items created by processing or finishing these goods until all of the Supplier’s current purchaser not acquire co-ownership, but lose our property, the ownership or future receivables due from co-ownership of the Buyer and arising from of the business relationship have been settled in fullnew item shall immediately pass to us upon its creation. All expectant rights which could lead to such an acquisition of ownership or co-ownership by the Buyer, are now already assigned to us by the latter. Any possible transfer necessary by us for the acquisition of the ownership or co-ownership shall be replaced by the agreement that the party ordering a goods preserves the item for us like a borrower, or, if the party ordering a good does not own the item, by the assignment of the entitlement to surrender against the owner to us already agreed hereby. The Buyer shall separately store and label ownership or co-ownership arising for us is to be treated legally like the original goods. Otherwise the goods subject to extended retention of title. 2. The goods supplied by us and subject to retention of title are processed and finished for also to be treated with care. 3. If the Supplier as manufacturer within the meaning of Section 950 BGBBuyer, without this creating an obligation for the Supplier. In the event of despite default, does not pay or if the Buyer processing goods subject threatens to retention of title together with other goodsbecome insolvent, the Supplier shall be entitled to co-ownership of the new items in proportion to the value of Buyer must, at our request, surrender the goods subject to retention of title that have been processed compared to the other goods at the time of processing or finishingfor our free disposal. The Buyer shall herewith already transfer taking-back of goods subject to retention of title does not constitute any cancellation of the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Suppliercontract. 4. It shall herewith be agreed that All receivables of the Buyer holds the from re-sale of goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the which we have ownership or co-ownership (goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title) shall already pass to us upon the conclusion of the transaction of sale. This shall apply whether the goods are sold to one or to several customers. The purchaser must collect the receivables assigned. We can revoke this authority, if the purchaser does not punctually meet one of his obligations towards us or if circumstances come to our knowledge which make our rights appear threatened. 5. We undertake, at the request of the Buyer, to release the securities (goods and accounts receivable) to which we are entitled according to the above rules at our discretion, if their value exceeds the claims to be secured by more than 20 %. For the valuation of the security their realisable value (securing value) is decisive. 6. If our retention of title loses its validity in the case of supplies abroad or for other reasons, the purchaser shall not be assigned as obliged to grant to us without delay security for the items supplied or pledged, nor shall any other decrees security for our accounts receivable which will be permitted which infringe effective according to the Supplier’s rightslaw applicable in each case and come as close as possible to the retention of title according to German law. 47. The Buyer shall herewith already assign the receivables due be obliged to the Supplier due to the Buyer selling on the goods or any other legal reason relating to insure the goods subject to retention of title with the due care and diligence of a prudent businessman and on request to provide evidence to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having effect that this insurance has been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivabletaken out. The Buyer shall separately book and manage the payments received on the assigned receivablesalready now assigns to us his claims under this insurance by way of security. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 2 contracts

Samples: Supply Agreement (Nephros Inc), Supply Agreement (Nephros Inc)

Retention of Title. 1. The Supplier reserves the right to retain Seller retains the title to the goods supplied items until all claims of the Seller against the Buyer from the business relationship, including future claims arising from simultaneous or subsequent contracts, are settled. This shall also apply if individual or all claims of the Seller have been included in a current invoice and the balance is drawn and recognised. The assertion of our retention of title rights is not to be regarded as cancellation of the contract. We rather retain, in addition to the right to the return of our property, our rights under the contract of sale, in particular claims for damages and lost profits. If the Buyer defaults, or violates one of the obligations towards us from the agreed retention of title, the entire balance is due immediately. In these cases, we are entitled to demand the return of the items and to collect them from Buyer. The Buyer has no right of possession. The Buyer has the revocable right to resell the reserved items within the context of an ordinary course of business. The Buyer hereby assigns to us all receivables and ancillary rights entitled to him from the resale. If, after processing / blending, the reserved items are resold by the Supplier and any Buyer along with items created by processing or finishing these goods until all of not belonging to the Supplier’s current or future receivables due from Seller, the Buyer and shall assign all receivables arising from the business relationship have been settled resale in fullthe amount of the value of the reserved items together with all ancillary rights and with priority. The Seller accepts the reassignment.The Buyer shall separately store and label is also authorised to collect receivables even after the goods subject to extended retention of title. 2reassignment. The goods subject Seller's right to retention collect the receivables ourselves remains unaffected. However, the Seller undertakes not to collect the receivables as long as the Buyer meets its payment and other obligations. The Seller may require the Buyer to provide details of title are processed the reassigned receivables and finished their debtors, and all information necessary for collection, including the relevant documents, and to inform the debtors of the reassignment. Any working or processing of the reserved items by the Buyer for the Supplier as manufacturer within Seller may be done without the meaning of Section 950 BGB, without this creating an obligation for the Supplierlatter being under any new obligation. In the event processing, blending, combining or mixing of the Buyer processing goods subject to retention of title together reserved items with other goodsitems not belonging to the Seller of the items, this results in the Supplier shall be entitled to Seller receiving co-ownership of the new items item in proportion to the value of the goods subject to retention of title that have been processed compared to reserved items used in the other goods processing at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishingprocessing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goodsblending. If the Buyer sells acquires sole ownership of the goods subject to retention of title together with other goodsnew item, the contracting parties agree that the Buyer shall assign grants to the purchase price receivable for Seller ownership of the goods subject to retention of title new item in full, or relation to the value of the processed goods subject processed, blended, mixed or combined reserved items, without cost to the Seller. The assigned receivables serve, in any case, as security for all of our receivables referred to in paragraph 1. If, in connection with the payment of the purchase price due by the Buyer, a mutual liability of the Seller is justified, the retention of title which are being sold in as well as the event underlying receivable from delivery of items shall not expire before the cashing of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as bill of exchange by the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivabledrawee. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should If the value of the existing securities exceed the Supplier’s receivables due or non-due exceeds by more than 20%% the receivables to be secured, the Buyer may Seller, at the request for them of the Buyer, is obliged to be releasedrelease such collateral. The Buyer is not authorised to dispose of the reserved items in any manner other than the above, in particular with regard to pledges or security interests. It must notify us of any infringement of the rights to the items in our property immediately.the underlying receivable from delivery of items shall agree not expire before the cashing of the bill of exchange by the Buyer as drawee. If the value of the existing securities exceeds by more than 20% the receivables to insure be secured, the goods supplied and items created therefrom against accidental damage or destructionSeller, including risk at the request of fire and theftthe Buyer, and provide the Supplier with proof of is obliged to release such insurance upon request. 7collateral. The Buyer shall is not authorised to dispose of the reserved items in any manner other than the above, in particular with regard to pledges or security interests. It must notify us of any infringement of the Supplier immediately about any third-party access rights to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such interventionitems in our property immediately.

Appears in 2 contracts

Samples: Remote Support Agreement, Remote Support Agreement

Retention of Title. 1. The Supplier reserves 5.1 SELLER is granted the right following security until BUYER has satisfied all of its obligations arising out of the Contract: If the value of the security granted to retain SELLER constantly exceeds the total amount of SELLER s claims against BUYER by more than 20 %, then upon BUYER’s request SELLER shall reduce the security accordingly, insofar as a partial reduction of the security is possible without giving up the security entirely. 5.2 SELLER retains title to the goods all products until products are fully paid. Incase SELLER loses title be-cause of an integration of SELLER s supplied by the Supplier and any items created by processing products into other systems or finishing these goods until all products, BUYER’s (co-)ownership of the Supplier’s current or future receivables due product resulting from the Buyer and arising from integration shall automatically be transferred to SELLER pro rata the business relationship have been settled in full. The Buyer shall separately store and label the goods subject to extended retention value of title. 2. The goods subject to retention of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplier. In the event of the Buyer processing goods subject to retention of title together with other goods, the Supplier shall be entitled to co-ownership of the new items in proportion SELLER s product to the value of the goods subject merged/combined product (as invoiced).BUYER shall possess the products to retention which SELLER has(co- )ownership as bailee for SELLER free of title that have been processed compared charge. Products to the other goods at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combiningwhich SELLER has(co-)ownership, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respecthereinafter are called “retention-of-title-property“. 3. The Buyer may only 5.3 BUYER is authorized to sell and process the goods supplied and retention-of-title-property in the items created from processing or finishing, combining, blending and mixing these goods during the proper ordinary course of business and as long as BUYER is not in return for cash or subject to retention default of titlepayment. The goods BUYER shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of retain title to the Supplier retention-of-title-property until BUYER has been fully paid by its customer. BUYER is not authorized to provide pledge or transfer the latter with security property by way of security. BUYER hereby assigns to SELLER in advance BUYER s claim for the value purchase price against its customer or proceeds of claims for any other reason (insurance, tort) concerning the goodsretention-of-title-property (including the claim for the balance from cur-rent accounts), if they do as security. XXXXXX hereby authorizes BUYER, which authorization can be withdrawn at any time, to collect such claims that are assigned to SELLER on SELLER s behalf but in BUYER s name. This authority to collect claims can only be withdrawn in case BUYER does not reach the value of the goodscorrectly meet its payment obligations. If the Buyer In case BUYER sells the goods subject to retention of title retention-of-title-property together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligationsproducts, the assignment shall be treated only comprise the part of the total claim which corresponds to the purchase price for the products in question as a silent assignment agreed upon between BUYER and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivablesSELLER plus 20 % thereof. 65.4 If the retention-of-title-property is attached or levied upon, the BUYER shall inform such third party of SELLER s property and shall immediately inform SELLER thereof, submitting all documents. Should BUYER shall bear all cost and damages. 5.5 In case BUYER is in default of meeting its obligations to SELLER, SELLER is entitled, without prejudice to SELLER s rights under law, to request the value return of the securities exceed retention-of-title-property, to dispose of it in order to pay from the Supplier’s receivables proceeds thereof due or non-due by more than 20%and payable claims against BUYER and, the Buyer may case arising, to request for them to be releasedthe assignment of claims of BUYER against third parties. The Buyer In such case, BUYER shall agree to insure the goods supplied and items created therefrom against accidental damage grant SELLER or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party our designate immediate access to the goods subject retention-of-title- property and shall deliver it to SELLER. Neither the return nor our request of return nor our attachment of the products shall be deemed cancellation of the Contract. 5.6 SELLER is entitled to adequately insure the retention-of-title-property at BUYER’s expense until title has fully passed to BUYER. 5.7 BUYER shall cooperate in all measures which are necessary or beneficial for the validity or enforceability of SELLER s title retention claim abroad. In case SELLER delivers into countries in which the retention of title or assigned receivables and clause of this paragraph does not have the same effect as in the Federal Republic of Germany, BUYER shall do everything in his power to provide all documents required for intervention SELLER with other means of such actions. The Buyer shall bear the costs security of such interventionsimilar value.

Appears in 2 contracts

Samples: General Terms of Business, General Terms of Business

Retention of Title. 1Supplied Goods shall remain Seller’s property until fulfillment by Customer of its payment obligations as described above. The Supplier reserves 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 to retain in the title 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 goods supplied by invoiced value of all goods, which were used for manufacturing the Supplier new goods. (b) As long as Customer is not in default and any items created by processing or finishing these goods until all 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 Supplierresale of Goods are already assigned, for security purposes, exclusively to Seller. Customer is entitled to collect the receivables from reselling, unless Seller withdraws the direct debit authorisation in case of any doubt about Customer’s current solvency and/or financial credibility or future receivables due from the Buyer and arising from the business relationship have been settled if Customer is in full. The Buyer shall separately store and label the goods subject to extended retention arrears on any of title. 2. The goods subject to retention of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplierits payments. In the event Xxxxxx withdraws the direct debit authorisation, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of the Buyer processing goods subject Goods, (ii) and to retention of title together give Seller all information and documents necessary in order to establish and confirm Seller’s rights with other goods, the Supplier respect to third parties. Customer shall be entitled obligated to co-ownership of inform Seller without delay about any garnishment and/or any other actions adversely affecting the new items in proportion to 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 subject as described in Article 6 a) above. Moreover, Customer undertakes (i) to retention of title that have been processed compared take a general liability all risks insurance policy, at its own cost, including coverage as to the other deterioration and/or theft of all or a part of Goods and/or of the new goods and (ii) provide to Seller, at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combiningits first request, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied certificate confirming both such insurance coverage and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds payment of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value)insurance premium related thereto. 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 2 contracts

Samples: General Conditions of Sale, General Conditions of Sale

Retention of Title. 16.1 All delivered Goods remain the property (Reserved Goods) of Seller until any and all of Seller’s claims against Customer have been fulfilled, in particular the respective balance of claims that are due to Seller within the framework of the business relationship. The Supplier reserves same holds also true for future and conditional claims. 6.2 If the right to retain Customer wilfully or negligently materially breaches the title to the goods supplied by the Supplier and any items created by processing or finishing these goods until all Contract, in particular if Customer is in default of payment with more than 10 % of the Supplier’s current or future receivables due invoiced amount for a not insignificant period of time, Seller is entitled – without waiving other claims for damages – to withdraw from the Buyer contract and arising demand from Customer to return the business relationship have been settled in fullReserved Goods. After such return of the Reserved Goods, Seller is entitled to resell the Reserved Goods. The Buyer proceeds of the sale shall separately store and label be credited towards the goods subject to extended retention existing liabilities of titleCustomer with deduction of reasonable sales costs. 26.3 Customer shall treat the Reserved Goods carefully and acquire insurance coverage concerning fire, water and theft at its own expense in the amount of the reinstatement value of the Reserved Goods. In case of a seizure of the Reserved Goods by a third party, Customer shall indicate Seller’s right of property and inform Xxxxxx immediately in written form. 6.4 In case of a treatment or processing of the Reserved Goods by Customer, such treatment or processing is conducted for Seller as manufacturer in the sense of Sec. 950 BGB without Seller incurring any obligation. The goods subject to retention of title are processed and finished for treated Goods are deemed Reserved Goods in the Supplier as manufacturer within sense of Clause 6.1. 6.5 If Customer processes, combines or mixes the meaning of Section 950 BGBReserved Goods with goods owned by third parties, without this creating an obligation for the Supplier. In the event of the Buyer processing goods subject to retention of title together with other goods, the Supplier Seller shall be entitled to co-ownership of the new items goods in the proportion to of the invoice value of the goods subject Reserved Goods to retention the invoice value of title that have been processed compared to the other goods at used. If, due to such combining, mixing or processing, the time property of processing Seller lapses, Customer shall already now transfer to Seller the title or finishinginchoate title to the new inventory or goods to the extent of the invoice value of the Reserved Goods, and in the case of processing, in the proportion of the invoice value of the Reserved Goods to the invoice value of the other goods used and shall keep them in safe custody free of cost for Seller. The Buyer co-ownership rights of Seller are deemed Reserved Goods in the sense of Clause 6.1. 6.6 If Seller acquires ownership or co-ownership of the new goods, it shall herewith already transfer its ownership or co-ownership of the Supplier’s potential co- ownership shares created by combining, blending or mixing new goods to Customer under the goods supplied with other items condition precedent of the full payment of the purchase price. 6.7 Customer shall only be entitled to resell the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with Reserved Goods within the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business under its normal terms of business and only as long as Customer is not in return for cash or subject default with payments towards Seller, provided that Customer retains title to retention such goods and transfers the claims arising from such resale to Seller in accordance with Clauses 6.8 and 6.9. Customer is forbidden from making any other disposals of titlethe Reserved Goods. The goods use of the Reserved Goods for the purpose of executing contracts for work and services or for work and materials, especially the firm connection of the Reserved Goods with the ground, is also deemed a resale. 6.8 Customer's claims arising from the resale of the Reserved Goods shall not already now be assigned to Seller. Seller herewith accepts such assignment. They serve security purposes to the same extent as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rightsReserved Goods in the sense of Clause 6.1. 4. The Buyer shall herewith already assign 6.9 If Customer resells the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title Reserved Goods together with other goods, the Buyer claims arising from such resale shall assign be assigned to Seller in the purchase price receivable for proportion of the goods subject to retention of title in full, or to the invoice value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging Reserved Goods to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the invoice value of the securities exceed other goods. Seller herewith accepts such assignment. Should goods be resold in which Seller holds a co-ownership share under Clause 6.5, a proportion of the Supplier’s receivables due or nonclaims from the resale corresponding to such co-due by more than 20%, the Buyer may request for them ownership share shall be assigned to be releasedSeller. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of Seller herewith accepts such insurance upon requestassignment. 7. The Buyer shall notify 6.10 Seller authorizes Customer to assert the Supplier immediately about any third-party access claims assigned to Seller in its own name and to the goods subject account of Seller. Seller is entitled to retention revoke this debit authorization and to assert the claims itself, if Customer does not fulfil its payment obligations towards Seller. In case of title or assigned receivables and provide Seller revoking the debit authorization, Customer shall be obliged to inform all documents required for intervention debtors of such actions. The Buyer shall bear the costs assignment of such interventionthe claims.

Appears in 2 contracts

Samples: General Conditions of Sale, General Conditions of Sale

Retention of Title. 17.1 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. The Supplier reserves For the right avoidance of doubt, where you are an end customer, you will not be permitted to retain resell the Prod- ucts). You may resell the Products in the ordinary course of business even if title to the goods supplied by the Supplier and any items created by processing or finishing these goods until Products has not passed to you. You must assign all of the Supplier’s current or future receivables due from the Buyer and claims arising from the business relationship have distribution and/or sale of such Products to Infinigate until full payment of all outstanding amounts for the relevant Products has been settled in fullreceived from you by Infinigate. The Buyer shall separately store 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 label addresses of your customers to which you sold the goods subject 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 extended retention Infi- nigate and you must also notify the purchasers of titlethe as- signed Products of Infinigate’s right to claim any out- standing amounts from such purchasers. 27.3 You must not pledge or transfer ownership of Products where title has not fully passed to you pursuant to para- graph 7.1. The goods 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 retention remove any Products which are the property of title In- finigate, whether or not those Products are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplier. In the event of the Buyer processing goods subject installed in or attached to retention of title together with any other goods, the Supplier and without prejudice to any other of Infinigate’s rights. You shall be entitled to co-ownership indemnify Infinigate against all losses, costs and/or claims in respect of the new items in proportion to the value Infi- nigate’s exercise of the goods subject to retention of title that have been processed compared to the other goods at the time of processing or finishing. The Buyer shall herewith already transfer the SupplierInfinigate’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in rights under this respectpara- graph 7. 37.5 You are obliged to treat the Products for which title has not passed pursuant to paragraph 7.1 with all reasonable care, in particular you are obliged to insure them (with a reputable insurer) at your own expense against fire, wa- ter and theft at replacement value. The Buyer may only sell Products delivered for testing and demonstration purposes shall remain the goods supplied property of Infinigate. You are obliged to handle the Products with proper care and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and store them in return for cash or subject a manner to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for enable them to be releasedidentified and cross referenced to par- ticular invoices provided to you by Infinigate. The Buyer shall agree You are al- lowed to insure use such Products only within the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon requestterms agreed. 7. The Buyer shall notify the Supplier immediately about 7.6 Quotations, system analysis, project documents, draw- ings, samples, drafts and other documents of Infinigate provided to you before a contract is concluded, may not be copied, used by you nor otherwise disclosed to any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such interventionthird party.

Appears in 2 contracts

Samples: Reseller Agreement, Reseller Agreement

Retention of Title. 1. The Supplier reserves the right to retain the title to the goods supplied all Goods delivered by the Supplier and any items created Seller to the Buyer shall remain vested in the Seller until the full payment of all accounts receivable by processing or finishing these goods until all of the Supplier’s current or future receivables due Seller from the Buyer and arising from for any reason whatso ever provided that under current account arrangements the business relationship have been settled in fulltitle so retained shall be deemed to be security for any balance owed to the Seller. The Buyer shall separately store not dispose of any of the Goods the title to which is so vested in the Seller (“Title Reservation Goods”) other than in the Buyer’s ordinary course of business provided that the Buyer shall no longer have the right so to dispose of any Title Reservation Goods if and label as soon as the goods Buyer fails to make payments when payments are due. The Buyer shall not have the right to pledge or to transfer by way of security the title to any Title Reservation Goods. The Buyer shall be obligated to maintain the rights of the Seller if the Title Reservation Goods are sold by the Buyer to any third party under credit arrangements. The Buyer shall promptly notify the Seller of any lien of attachment, execution or garnishment or any seizure or the like relating to any Title Reservation Goods. The Buyer hereby assigns to the Seller and the Seller hereby accepts the Buyer’s assignment of any title to payment for any of the Goods resold by the Buyer to any purchaser and any secu- rity received by the Buyer from any such purchaser for any such payment provided however that the Buyer shall, subject to extended retention any notice to the contrary given by the Seller, have the right to collect any such payment and to enforce any such security at its cost. Upon the request of titlethe Seller, the Buyer shall notify the Seller of the debtors against which titles to payment so assigned are held, the securities provided therefore, the type and the amount of the debt of each such debtor and the type and the amount of each such security and deliver to the Seller all documents which may be necessary to collect any amount so owed by any such debtor. Upon notice to the Buyer, the Seller shall have the right to notify any such debtor of the assign- ment of the title to payment by the Buyer to the Seller hereunder. 2. The goods subject If the Goods are sold by the Buyer to retention any purchaser together with any other Goods the title to which is not vested in the Seller, then a share of the full title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplier. In the event to payment of the Buyer processing goods subject under said sale to retention said purchaser equal to the price of title together with other goods, said Goods agreed between the Supplier Buyer and the Seller shall be entitled deemed to co-ownership of have been assigned by the new items in proportion Buyer to the value of the goods subject to retention of title that have been processed compared to the other goods at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respectSeller. 3. The Upon the request of the Buyer, the Seller shall waive any title to Goods delivered by the Seller to the Buyer may only sell in as far as the goods supplied and value of all Goods the items created from processing or finishing, combining, blending and mixing these goods during title to which has been retained by the proper course Seller hereunder exceeds one hundred ten percent (110%) of business and in return for cash or subject the value of all titles to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe payment the Supplier’s rightsSeller holds against the Buyer. 4. The Buyer shall, as of the transfer of risks associated with Title Reservation Goods, insure all Title Reservation Goods against any damage or loss or destruction as a result of any fire, inundation, flooding or theft or any destruction or loss or damage in transit provided that the Buyer shall herewith already assign notify the receivables due Seller promptly of any such destruction or loss or damage and shall, upon the request of the Seller, provide to the Supplier due Seller any documentation of any such loss or damage such as, without limitation, any expert report on said destruction or loss or damage, the names of the insurers of said Xxxxx and, as requested by the Seller, the insurance policy or policies relating to the Title Reservation Goods or insurance certificates issued by the insurer or the insurers for the Title Reservation Goods. The Buyer hereby assigns to the Seller, conditio- xxxxx as of the time of any such destruction or loss of or damage to any Goods, any title against any insurer or any party liable for any such destruction or loss or damage to a maximum amount equal to the price agreed for any such Goods affected by any such destruction or loss or damage by way of security for all moneys owed by the Buyer to the Seller. 5. Any processing of any Title Reservation Goods by the Buyer shall be for the Seller and the Seller shall be deemed to be the processor for the purposes of Section 950 of the German Civil Code. If Title Reservation Goods are processed, combined or mixed with other Goods the title to which is not vested in the Seller, then a fraction of the title to the new product equal to the ratio between the price invoiced to the Buyer selling on for the goods Goods so processed, combined or any other legal reason relating mixed and the sum of the price invoiced to the goods subject Buyer for the Goods so processed, combined or mixed and the price or prices invoiced to retention the Buyer for the other Goods so processed, combined or mixed shall be vested in the Seller. The Buyer shall be the custodian of any such new product the title to which is vested in the Seller in total or in part for the Seller. If any such Title Reservation Goods are processed, combined or mixed with Goods of the Buyer and the Goods of the Buyer are the main constituents of the new product thereby created, then the Buyer shall be deemed to have transferred to the Seller a fraction of the title to any such new product computed in accordance with the principles of the preceding sentence and shall be the custodian of said new product for the Seller. The provisions of Clauses 1 through 4 hereinabove applicable to Title Reservation Goods shall apply mutatis mutandis to any new product obtained by processing, combination or mixing in which the Seller acquires in total or in part a title through the operation of this Clause. 6. If these Standard Sales Terms have not been agreed effectively, any transfer of title to any of the Supplier to provide the latter with security Goods shall be subject to the value or proceeds of Seller receiving the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the full price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment Seller and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivablestherefore. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 2 contracts

Samples: Sales Contracts, Sales Contracts

Retention of Title. 1. The Supplier reserves the right to retain Stäubli retains the title to the goods supplied by the Supplier and any items created by processing or finishing these delivered goods until the customer has settled all of the Supplier’s current or future receivables due from the Buyer and claims arising from the business relationship have been settled in fullrelation (“reserved goods”). The Buyer shall separately store and label If a current account rela- tionship exists, the goods subject to extended retention of title. 2. The goods subject to retention of title are processed extends to the recognized balance. The customer is obligated to treat the reserved goods with care and finished 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 Supplier as manufacturer within the meaning of Section 950 BGBmanufacturer, without this creating Stäubli thereby in- curring an obligation for obligation. If the Supplier. In the event of the Buyer processing reserved goods subject are connected to retention of title together with other goods, the Supplier Stäubli shall be entitled to co-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 items goods in proportion 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 subject to retention of title that have been processed compared charged to the other goods at customer by Stäubli. Stäubli accepts the time of processing or finishingassignment. The Buyer shall herewith already transfer customer is entitled to collect the Supplier’s potential co- ownership shares created 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 combining, blending or mixing the goods supplied with other items third parties to the Supplier. It shall herewith reserved goods must be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3reported to Stäubli immediately. The Buyer may only sell customer shall bear the goods supplied and costs incurred by defense against access, unless they can be recovered from the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goodsthird party. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplierexceeds Stäubli’s receivables due or non-due claims by more than 2010%, Stäubli shall, upon the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destructioncustomer’s request, including risk of fire and theft, and provide the Supplier with proof of such insurance upon requestrelease securities at its discretion in this connection. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 2 contracts

Samples: Terms of Sale and Delivery, Terms of Sale and Delivery

Retention of Title. 1. The Supplier reserves goods shall remain our property until payment of all future claims arising from our business relationship with the right purchaser. This also includes conditional claims. This applies in full to retain any created design sketches and tools for the title to the goods supplied by the Supplier and any items created by processing or finishing these goods until all production of the Supplier’s current or future receivables due from the Buyer and arising from the business relationship have been settled in full. The Buyer shall separately store and label the goods subject to extended retention of titlegoods. 2. The In case of a connection, blending or processing of the reserved goods subject to retention of title are processed and finished for the Supplier as manufacturer within the meaning of Section § § 947, 948 and 950 BGB, without this creating an obligation for the Supplier. In the event of the Buyer processing goods subject to retention of title together German Civil Code with other goodsitems not belonging to us, the Supplier we shall be entitled to a co-ownership of the new items in proportion to goods. The co-ownership shall be determined by the ratio of the invoice value including sales tax of the goods delivered by us and the remaining value of the goods subject to retention of title that have been are connected or processed compared to the other goods at the time of processing or finishingwith such. The Buyer purchaser shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing store the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian free of charge for the Supplier and act with the due diligence of a business person in this respectus. 3. The Buyer purchaser may only sell the reserved goods supplied and in the items created from processing or finishing, combining, blending and mixing these goods during the proper ordinary course of business and in return for cash busi- ness, against immediate payment or subject to under retention of title. The goods ; he shall not be assigned as entitled to other dispositions; especially regarding the transfer of security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rightsand pledge. 4. The Buyer purchaser hereby already assigns to us his claims arising from the resale of the reserved goods (resale price including sales tax) - including the corresponding claims from bills of exchange with all ancillary rights. The same applies to his claims from the resale of goods to which we have co-ownership under paragraph 2. In this event, the cession shall herewith be extended to that part of the resale price of the goods in question, including sales tax, which corre- sponds to our co-ownership in accordance with paragraph 2. In the event that the reserved goods are sold by the purchaser together with other goods not belonging to us at a total price, the assignment shall only apply to the amount with which we charged the purchaser for the reserved goods including sales tax. 5. In the event that the claims of the purchaser from the resale are included in a current account, the purchaser shall hereby also already assign his claim from the receivables due current account towards his customers. The cession shall apply to the Supplier due resale price of the reserved goods including VAT. 6. The buyer is entitled to collect the claims assigned to us until revocation. A cession or pledge of these claims is allowed only with our written consent. Should the purchaser be in default or not meet his obligations resulting from the agreement of the retention of title, the purchaser shall, at our request, notify the debtors of the assignment in writing, providing us with all infor- mation and submitting and sending to us any documents and transferring any bills of exchange. For this purpose the purchaser shall grant to us, if neces- sary, access to the Buyer selling on relevant documents. 7. In the goods or any other legal reason relating presence of the circumstances referred to in paragraph 6 sentence 3, the purchaser shall grant us access to the reserved goods subject still in his possession, send to retention of title to the Supplier to provide the latter with security to the value or proceeds us a detailed list of the goods, if they do not reach separate the goods and return them to us after a successful withdrawal. 8. If the value of this security exceeds the goods. If the Buyer sells the goods subject to retention amount of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due our claim by more than 20%, we shall release the Buyer may security at our discretion, at the request for them to be releasedof the purchaser. 9. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk purchaser must inform us of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the reserved goods subject or the claims assigned to us immediately in writing and support us in every way with the intervention. 10. The cost of complying with said obligations to cooperation in the prosecu- tion of all rights arising from the retention of title or assigned receivables and provide all documents required of any expenditures due to the maintenance and storage of the goods shall be borne by the purchaser. 11. In the case of an application for intervention opening the insolvency proceedings over the assets of such actions. The Buyer the purchaser, we shall bear have the costs of such interventionright to request withdrawal from the contract by written declaration, as far as our claims are not yet settled.

Appears in 2 contracts

Samples: General Terms & Conditions, General Terms & Conditions

Retention of Title. 1. The Supplier reserves the right to retain the title to the goods supplied by the Supplier and any items created by processing or finishing these goods until Until payment of all receivables- including future receivables - our deliveries, irrespective of the Supplier’s current or future receivables due from legal reasons involved, remain our property, even if payments are made for specified receivables. For outstanding accounts, the Buyer and arising from the business relationship have been settled in full. The Buyer shall separately store and label the goods subject to extended retention of title. 2. The goods subject to retention of title are processed serves as security for our balance claim. Processing and finished handling is made for us on exclusion of the Supplier as manufacturer within the meaning acquisition of Section property pursuant to § 950 BGB, without this creating an obligation obliging us. The processed goods serve as a security for us to the Supplieramount of the invoice value of the goods under retention of title. In the event case of the Buyer customer processing goods subject to retention of title together with other goodsgoods which do not belong to us, the Supplier shall be entitled to we have co-ownership of in the new items item, in proportion to relation of the value of the goods subject to under retention of title that have been processed compared to the other processed goods at the time of processing or finishingprocessing. For the new item resulting from such processing, the same applies as for the goods under retention of title. These are goods under retention of title in terms of these conditions. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer customer may only sell our property in normal business transactions and at his normal business conditions, and as long as he is not in default. He is only entitled to re-sell the goods supplied and under retention of title, provided the items created claims from processing re-selling pass on to us in accordance with the following paragraphs. He is not entitled to any other disposal of the goods under retention of title. Claims of the customer from re-selling of the goods under retention of title are herewith assigned to us, irrespective of whether the goods under retention of title are re-sold before or finishingafter processing, combiningor to one or several clients. The assigned claim serves to secure the value of goods of the respective goods sold under retention of title. If the goods under retention of title are sold by the customer alone or together with other goods not belonging to us, blending and mixing these with or without processing, assignment of claims is only valid to the level of value of the goods during the proper course of business and in return for cash or subject to under retention of title. The goods shall customer is entitled to collect receivables from re- selling up to our revocation, which can be declared at any time. However, he is not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4entitled to dispose of such claims via assignment. The Buyer shall herewith already assign the receivables due At our request he is obliged to the Supplier due inform his customers of his assignment to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier us and to provide us with the latter with security to the value or proceeds of the goods, if they do not reach the value of the goodsinformation and documents required for collection. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities which exists for us exceed the Supplier’s receivables due or non-due our claim by a total of more than 2020 %, we are obliged to release securities at our discretion on request of the Buyer may request for them to be releasedcustomer. The Buyer shall agree to insure In the case of attachment or any other legal restriction by a third party, the customer must notify us immediately. As owner and indirect holder of the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to under retention of title we have the right to enter the premises of the ordering party during normal business hours. In addition, for the duration of the retention of title, the goods under retention of title are to be fully comprehensively insured by the ordering party at our request, on condition that the rights from such comprehensive insurance apply for us. However, we are also entitled to take out such insurance at the cost of the ordering party. On account of the retention of title we can demand return of the item from the customer, if we have withdrawn from the contract. Such right of withdrawal exists if the customer is in default of payment or has infringed against other contractual duties. In case of discontinuation of payment, application for or initiation of insolvency proceedings, the right to re-sell expires as well as the right to collect assigned receivables claims. Collection authorization also expires in the case of summary proceedings concerning bills of exchange and cheques. On revocation of the collection authorization, any claims assigned to us are to be paid onto a separate account. In case of discontinuation of payment or application for insolvency proceedings, the customer is obliged to immediately provide all documents us with a list of goods under retention of title still available, even if they are linked to other goods, as well as a list of claims to garnishees with a copy of invoice. If the retention of title is not effective in the form intended here for legal reasons, e.g. abroad, the ordering party is obliged to ensure the security of our rights appropriately and to cooperate in action required for intervention such. Rights from retention of such actions. The Buyer shall bear title and all special forms specified in these conditions apply until complete release from contingent liabilities the costs supplier has entered into in the interests of such interventionthe customer.

Appears in 2 contracts

Samples: General Terms of Delivery and Payment, General Terms of Delivery and Payment

Retention of Title. 17.1. The Supplier reserves To the right to retain extent permitted under the applicable laws, the full legal title and ownership of the Goods (“Reserved Goods”) shall not pass to the Buyer until the Seller has received payment in full for (i) the Goods; and (ii) any other goods or services that the Seller has supplied by to the Supplier and any items created by processing or finishing these goods until all Buyer. For the sake of clarity, the Supplier’s current or future receivables due from risk for the Buyer and arising from Reserved Goods passes in accordance with the business relationship have been settled in fulldelivery term. 7.2. The Buyer shall give the Seller every assistance in taking any measures required to protect the Seller’s title to the Reserved Goods. The Buyer shall treat such Reserved Goods with care and store the reserved Goods (at no cost to the Seller) separately store and label from all other goods. The Buyer is especially required to insure the goods subject Reserved Goods to extended retention of titletheir full replacement value at the Buyer’s own expense. 27.3. The goods subject Buyer is entitled to retention further sell the Reserved Goods in the normal course of title are processed and finished for business. However, the Supplier as manufacturer within Buyer shall relinquish to the meaning of Section 950 BGB, without this creating an obligation for Seller any claims from the Supplier. In resale to its customers in the event amount of the Buyer processing goods subject to retention price of title the Reserved Goods invoiced by the Seller. If the Reserved Goods are resold together with other goodsitems without a single price being agreed for the Reserved Goods, the Supplier Buyer shall relinquish to the Seller that part of the total price that corresponds to the price of the Reserved Goods invoiced by the Seller (including VAT). 7.4. If the Reserved Goods are further processed and combined or mixed with other items that do not belong to the Seller, the Seller shall be entitled to awarded co-ownership in the new object at the proportionate amount which results from the ratio of the new items in proportion value of the combined or mixed reserved Goods to the value of the goods subject to retention other combined or mixed items at the date of title that have been processed compared performing any processing activities. The new item shall thus be deemed as Reserved Goods. The provision concerning the relinquishing of claims in accordance with section 7.3 shall also apply to the other goods at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respectnew item defined herein. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goods7.5. If the Buyer sells fails to make any payment to the goods subject to retention Seller when due and compounds with its creditors or executes an assignment for the benefit of title together with other goodsits creditors or enters into voluntary or compulsory liquidation or has an administrator or administrative receiver appointed over all or part of its assets or takes or suffers any similar action in consequence of debt or becomes insolvent, the Seller shall have the right without prejudice to any remedies: (i) to enter without prior notice any premises where the Reserved Goods owned by it may be restored and to repossess and dispose of any Reserved Goods owned by it so as to discharge any sums owed to it by the Buyer shall assign the purchase price receivable for the goods subject and (ii) to retention withhold delivery of title any undelivered Goods and stop any Goods in full, or transit to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier Buyer and Buyer (total value)recover them. 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 2 contracts

Samples: General Sales Conditions, General Sales Conditions

Retention of Title. 1. 5.1 The Supplier reserves the right to retain the delivered goods shall remain our property and we reserve legal title to the goods supplied by the Supplier until any and any items created by processing or finishing these goods until all of the Supplier’s current or future receivables due from the Buyer and our claims arising from or under the business relationship with the Purchaser have been settled paid in full. The Buyer shall separately store and label In the goods subject to extended retention case of title. 2. The goods subject to current accounts, this retention of title shall be security for any balance of unpaid invoices to which we are processed entitled. 5.2 The Purchaser shall be entitled to process and finished sell the goods for which we have reserved legal title (“Retention Goods”) in the Supplier as manufacturer within course of ordinary business. He is not entitled to pledge the meaning of Section 950 BGB, without this creating an obligation for Retention Goods or make any dispositions endangering our title to such Retention Goods. The Purchaser hereby assigns his claim under the Supplier. In the event resale of the Buyer processing goods subject Retention Goods to retention of title together us, and we hereby accept such assignment. We revocably authorize him to collect any accounts receivable regarding claims assigned to us in his own name but on our account. Such authorization may be revoked if the Purchaser does not meet his payment obligations. If the Purchaser sells the Retention Goods along with other goods, this assignment shall only apply to such part of the Supplier entire claim which corresponds to the purchase price payable for the Retention Goods (as agreed between the Purchaser and us) plus 10% of such price. We may revoke such authorization and the right to resell the goods, if the Purchaser is in default of the performance of material obligations. 5.3 Any processing or transformation of the Retention Goods by the Purchaser shall always be entitled to co-on our behalf. If Retention Goods are joined with other goods, we shall acquire joint ownership of the new items goods in proportion to the ratio of the value of the goods subject to retention of title that have been processed compared Retention Goods to the other goods at the time of processing or finishingjoining. The Buyer Purchaser shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing store the goods supplied of which we are (co)-owners free of charge. All goods in which we hold (co-) ownership rights are hereinafter also referred to as Retention Goods. 5.4 The Purchaser shall provide us at all times with all information – as requested – concerning the Retention Goods or claims assigned to us under this contract. In case third parties access the Retention Goods, the Purchaser shall indicate our ownership, shall notify us immediately and shall provide all documentation to us. The costs of a defense against attachments and claims shall be borne by the Purchaser. 5.5 In case the Purchaser is in default regarding his obligations owed to us, we shall be entitled (without prejudice to any other items rights) to take back the Retention Goods and realize their value for the purpose of crediting their value against any sums due; we may also request assignment of the Purchaser’s claims against third parties for the return of goods, if appropriate. In such a case, the Purchaser shall grant us or our agents immediate access to the Supplier. It Retention Goods and shall herewith be agreed that surrender the Buyer holds the goods in its role as a custodian same to us. 5.6 The Purchaser shall cooperate with regard to any measures necessary or useful for the Supplier validity and act with the due diligence enforcement of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created claims arising from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to our retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe In case we deliver to a country where the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to agreed herein does not have the Supplier to provide same effect as a security as it does in the latter with security to the value or proceeds Federal Republic of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goodsGermany, the Buyer Purchaser shall assign the purchase price receivable for the goods subject do everything necessary to retention of title create equivalent security interests in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value)our favour without undue delay. 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 1 contract

Samples: General Terms and Conditions of Business

Retention of Title. 1. The Supplier reserves the right to retain the title to the goods supplied by the Supplier and any items created by processing or finishing these goods until all of the Supplier’s current or future receivables due from the Buyer and arising from the business relationship have been settled in full. The Buyer shall separately store and label the goods subject to extended retention of title. 2. The goods 9.1 All deliveries are subject to retention of title with the following extensions. The goods delivered under retention of title, and any replacing them un- der this section 9, are processed recognised by the retention of title and finished hereinafter collectively referred to as "retained goods". 9.2 The delivered goods remain our property until the Purchaser has paid all future and existing re- quirements from the business relationship, in par- ticular any current account balance. 9.3 The Purchaser shall store the retained goods for us without charge and is committed to insuring the Supplier retained goods in the course of trade and merchant- ability against insurable damage (especially against fire, water, storm, theft). He assigns his claims un- der the insurance policies herewith to us in ad- xxxxx. We accept this transfer herewith. 9.4 The Purchaser is entitled to process and sell the retained goods until the event of default in the or- dinary course of business. Pledging and assignment are not permitted. 9.5 The acquisition of ownership by the Purchaser of the retained goods in accordance with § 950 BGB in the case of working or processing of the retained goods to a new item is excluded. Any processing performed by the Purchaser in our name and on ac- count for us as a manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Suppliermeans we acquire immediate ownership. In the event case of the Buyer processing goods subject to retention of title together with other goodsgoods not belonging to us, the Supplier shall be entitled to we acquire co-ownership of the new items item in proportion to the value of the goods subject to retention of title that have been processed compared to the other goods supplied at the time of processing. In the event that no direct acquisition of property by us occurs, the Purchaser shall already have defined future ownership or mentioned in the above ratio joint ownership of the new item as security to us. If the retained goods are mixed with other objects to form a single or inseparable item and is one of the other things to be regarded as the main item, the Purchaser shall, as far as the main item pro rata co- ownership to us of the uniform matter in the corre- sponding ratio. 9.6 The Purchaser's claims from the resale of the re- tained goods are necessarily proportionally as- signed to us according to the (joint) ownership, and this is irrespective of whether the retained goods - without or after processing - will be sold to one or finishingmore Purchaser. We accept this transfer herewith. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items assigned claims serve as our security only to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence extent of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goodsrespective goods sold. If In the Buyer sells event that the retained goods subject to retention of title are sold by the Purchaser together with other goodsgoods not belonging to us, either without or after processing, the Buyer shall assign assign- ment of the purchase price receivable for claim applies only to the goods subject to retention amount of title in full, or to the value of the processed goods that the other goods are subject to, with the Purchaser concluding the purchase contract or part of the purchase object with the Purchaser. We authorise the Purchaser to retention collect the claims assigned to us in his own name and for our account. With regards to our own au- thority to collect, we will not apply it, as long as the Purchaser meets his payment obligations. 9.7 A default event occurs whenever we are entitled to rescind the contract. If the default event occurs we are entitled to demand, at our request, return of title which the retained goods concerned and/or to collect the claims assigned to us, to the extent claims against third parties in their own name. The Purchaser has to provide us on demand, comprehensive infor- mation about the retained goods still available. For the purpose of collecting assigned claims, the Pur- chaser has to give us all relevant information in this regard (especially about the person of the respec- tive third party debtor and the amount of open as- signed claims), all located to us in his possession or property, collect available necessary or helpful doc- uments to provide and display the third party debt- ors at our request. We are being sold authorised to notify the assignment on behalf of the Purchaser - even the debtors. 9.8 The Purchaser has to inform us immediately or in advance of any impairment and execution activi- ties in the event retained goods or the claims assigned and hand over the necessary documents for an interven- tion in writing. The Purchaser will also immediately advise the third party accessing the retained goods that they are our property. 9.9 In addition to the full payment of all secured claims from the business relationship, the owner- ship of the subject goods and the claims relating to the resale of the goods previously having been processed or finished together with goods not belonging are assigned to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value)Pur- chaser. 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 1 contract

Samples: General Conditions of Sale

Retention of Title. 1The Vendor shall retain title to all goods supplied by the Vendor until the Purchaser has paid all amounts owed to the Vendor in connection with their business relationship. The Supplier reserves In the right event that amounts payable to the Vendor are posted to a current account, the Vendor shall retain title to goods supplied for as long as such current account shows a balance in favour of the Vendor. Where bills of exchange or cheques are accepted by the Vendor, title to the goods supplied shall be retained by the Supplier and any items created by processing Vendor until such bills of exchange or finishing these goods until all of the Supplier’s current or future receivables due from the Buyer and arising from the business relationship cheques have been settled in full. The Buyer shall separately store and label the goods subject to extended retention of title. 2. The goods subject to retention of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Suppliercollected. In the event of breach of the Buyer processing goods subject to retention of title together with other goodsContract by the Purchaser, the Supplier Vendor shall be entitled to co-ownership take back the goods supplied. The Purchaser shall be entitled to sell goods to which the Vendor retains title in the normal course of its business. The Purchaser hereby already assigns to the Vendor its rights to the payment of the new items purchase price in proportion respect of such goods resold by the Purchaser in the amount of the price of such goods agreed with the Vendor. Said assignment shall apply irrespective of whether the goods concerned are processed prior to or following resale or not. Even following said assignment, the Purchaser shall remain entitled to collect amounts owed to the Purchaser in respect of the resale of goods to which the Vendor retains title, without prejudice to the right of the Vendor to collect such amounts. The Vendor shall not exercise said right for as long as the Purchaser continues to meet its payment obligations to the Vendor from the amounts received, is not in arrears with payment and, without limitation is not subject to an application for insolvency proceedings and does not suspend payment. The Purchaser shall always be deemed to have processed or modified goods supplied by the Vendor in the name and on behalf of the Vendor, in which case the right of the Purchaser to acquire title to the goods supplied shall be succeeded by the right to acquire title to such processed or modified goods. In the event that goods supplied by the Vendor are processed together with other goods to which the Vendor does not retain title, the Vendor shall acquire a share in the title to the new goods created by such processing corresponding to the ratio of the objective value of the goods subject to retention of which the Vendor retains title that have been processed compared to the such other goods at the time of processing or finishingprocessing. The Buyer same shall herewith already transfer apply in the Supplier’s potential co- ownership shares created by combining, blending or mixing event that goods to which the goods supplied Vendor retains title are mixed with other items goods. In the event that such mixing takes place in such manner that the new goods of the Purchaser so created are to be regarded as the main goods, the Purchaser shall be deemed to have already transferred to the SupplierVendor a pro rata share in the title to such new goods and shall store said new goods or the share of the Vendor therein on behalf of the Vendor. It By way of security for amounts payable by the Purchaser, the Purchaser shall herewith also be agreed deemed to have assigned to the Vendor amounts payable to the Purchaser by third parties in respect of the connection to land of goods to which the Vendor retains title and the Vendor hereby accepts such assignment. In the event that the Buyer holds total value of Goods to which the goods in its role as a custodian for Vendor retains title exceeds by more than 20 % the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the total value of the goodsclaims of the Vendor on the Purchaser for which security is provided, the Vendor shall release title to an appropriate part of the Goods upon request by the Purchaser. If Until title to any goods has been transferred to the Buyer sells Purchaser, the Purchaser shall handle such goods subject to retention of title together with other due care. Without limitation, the Purchaser shall, at its own expense, insure such goods at their new price against theft, fire and water damage. In the event that any maintenance and inspection work is required on any such goods, the Buyer Purchaser shall assign the purchase price receivable for the cause such work to be performed in good time at its own expense. Until title to any goods subject to retention of title in full, or has been transferred to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimumPurchaser, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer Purchaser shall notify the Supplier immediately about Vendor promptly if such goods are subject to distraint or other action by third parties. In the event that any third-such third party access is not in a position to reimburse the cost of proceedings incurred by the Vendor both in and out of court in accordance with Section 771 ZPO (Code of Civil Procedure), the Purchaser shall be liable to the goods subject to retention of title or assigned receivables and provide all documents required Vendor for intervention the reimbursement of such actions. The Buyer shall bear the costs of such interventioncost.

Appears in 1 contract

Samples: Standard Terms and Conditions

Retention of Title. 17.1. The Supplier reserves To the right to retain extent permitted under the applicable laws, the full legal title and ownership of the Goods (“Reserved Goods”) shall not pass to the Buyer until the Seller has received payment in full for (i) the Goods; and (ii) any other goods or services that the Seller has supplied by to the Supplier and any items created by processing or finishing these goods until all Buyer. For the sake of clarity, the Supplier’s current or future receivables due from risk for the Buyer and arising from Reserved Goods passes in accordance with the business relationship have been settled in fulldelivery term. 7.2. The Buyer shall give the Seller every assistance in taking any measures required to protect the Seller’s title to the Reserved Goods. The Buyer shall treat such Reserved Goods with care and store the reserved Goods (at no cost to the Seller) separately store and label from all other goods. The Buyer is especially required to insure the goods subject Reserved Goods to extended retention of titletheir full replacement value at the Buyer’s own expense. 27.3. The goods subject Buyer is entitled to retention further sell the Reserved Goods in the normal course of title are processed and finished for business. However, the Supplier as manufacturer within Buyer shall relinquish to the meaning of Section 950 BGB, without this creating an obligation for Seller any claims from the Supplier. In resale to its customers in the event amount of the Buyer processing goods subject to retention price of title the Reserved Goods invoiced by the Seller. If the Reserved Goods are resold together with other goodsitems without a single price being agreed for the Reserved Goods, the Supplier Buyer shall relinquish to the Seller that part of the total price that corresponds to the price of the Reserved Goods invoiced by the Seller (including Taxes). 7.4. If the Reserved Goods are further processed and combined or mixed with other items that do not belong to the Seller, the Seller shall be entitled to awarded co-ownership in the new object at the proportionate amount which results from the ratio of the new items in proportion value of the combined or mixed reserved Goods to the value of the goods subject to retention other combined or mixed items at the date of title that have been processed compared performing any processing activities. The new item shall thus be deemed as Reserved Goods. The provision concerning the relinquishing of claims in accordance with section 7.3 shall also apply to the other goods at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respectnew item defined herein. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goods7.5. If the Buyer sells fails to make any payment to the goods subject to retention Seller when due and compounds with its creditors or executes an assignment for the benefit of title together with other goodsits creditors or enters into voluntary or compulsory liquidation or has an administrator or administrative receiver appointed over all or part of its assets or takes or suffers any similar action in consequence of debt or becomes insolvent, the Seller shall have the right without prejudice to any remedies: (i) to enter without prior notice any premises where the Reserved Goods owned by it may be restored and to repossess and dispose of any Reserved Goods owned by it so as to discharge any sums owed to it by the Buyer shall assign the purchase price receivable for the goods subject and (ii) to retention withhold delivery of title any undelivered Goods and stop any Goods in full, or transit to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier Buyer and Buyer (total value)recover them. 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 1 contract

Samples: General Sales Conditions

Retention of Title. 1. The Supplier reserves retains ownership of the right to retain the title to the goods supplied by the Supplier and any items created by processing or finishing these delivered goods until all of all, including future claims against the Supplier’s current or future receivables due from the Buyer and Purchaser arising from the business relationship have been settled in fullmet within the scope of the balance reservation to which it is entitled. The Buyer processing shall separately store and label the goods subject to extended retention of title. 2. The goods subject to retention of title are processed and finished be effected for the Supplier without obligating it and without the property being lost as manufacturer within a result. If the meaning of Section 950 BGB, without this creating an obligation for the Supplier. In the event of the Buyer processing goods subject to retention of title together with other goods, the Supplier shall be entitled to co-ownership of the new items in proportion to the value of Purchaser combines the goods subject to retention of title that have been processed compared with other goods, the Purchaser is obligated to transfer co- ownership of the new item to the other Supplier in proportion to the invoice value of all connected goods, provided the main item belongs to it. In this respect, the new goods at are deemed to be goods under retention of title within the time meaning of processing or finishingthese terms and conditions. 2. The Buyer shall herewith already transfer Purchaser is entitled to sell the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the reserved goods in the ordinary course of business. Any other dispositions beyond the fulfilment claims incumbent on the Purchaser are prohibited. Goods subject to retention of title may not be used by the Purchaser as security for its role creditors. This also applies to Purchaser financing such as a custodian for the Supplier and act with the due diligence of a business person in this respectfactoring or forfeiting. 3. The Buyer may only sell Purchaser assigns all claims accruing to it from the use of the reserved goods supplied and to the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and Supplier in return for cash or subject to retention of titleadvance with all ancillary rights 1. The Supplier accepts this assignment. If the reserved goods shall are sold with other items that do not be assigned as security or pledged, nor shall any other decrees be permitted which infringe belong to the Supplier’s rights, or if they are used as material in the execution of contracts for work and services, the assignment includes the share of the proceeds corresponding to the co-ownership. 4. The Buyer shall herewith already assign Purchaser is only authorized to collect the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold assigned claims in the event ordinary course of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivablebusiness. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall Purchaser must notify the Supplier immediately about of any third-party access by third parties to the goods subject to retention of title or assigned receivables claims. Costs of interventions shall be borne by the Purchaser. 5. For justified reasons, the Purchaser is obligated, at the request of the Supplier, to notify the third-party buyers of the assignment and provide all documents required for intervention of such actionsto give the Supplier the information necessary to assert its rights, to separate the goods and, if necessary, to mark them and to hand over the corresponding documents. 6. The Buyer shall bear authorization of the Purchaser to dispose of the reserved goods and to collect the assigned claims expires in the event of non- compliance with the terms of payment as well as in the event of bill and check protests. In this case, the Supplier is entitled to take possession of the reserved goods. The resulting costs are borne by the Purchaser. 7. The Supplier will release the securities held by it to the extent their value exceeds the claims to be secured by more than a total of such intervention20%.

Appears in 1 contract

Samples: Terms and Conditions of Sale and Delivery

Retention of Title. 1. The Supplier reserves 12.1 We shall retain ownership of the right to retain the title to the goods supplied by the Supplier and any items created by processing or finishing these delivered goods until the moment of complete repayment of all of the Supplier’s current or future receivables due from the Buyer claims that have arisen and arising continue to arise from the business relationship have been settled in full. The Buyer shall separately store or other legal grounds between us and label the goods subject to extended retention of titleBuyer. 2. The goods subject to 12.2 If the validity of this retention of title are processed and finished for is subject to special conditions or formal requirements in the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplier. In the event country of the Buyer's domicile, the Buyer processing is obligated to ensure these are fulfilled at his own expense. 12.3 The Buyer is only entitled to dispose of the delivered goods subject in the ordinary course of business; other dispositions, such as pledging or transferring ownership, are not permitted. 12.4 The delivered goods shall be processed on our behalf without leading to retention of title together any obligations on our part. If our goods are processed, combined or mixed with other goodsgoods that do not belong to us by the Buyer, the Supplier we shall be entitled to assume co-ownership of the new items item in proportion to the ratio of the value of the goods subject to retention of title that have been processed compared to the other goods at the time of processing they were processed, combined or finishingmixed. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that If the Buyer holds acquires sole ownership of the new item, we hereby agree that he shall grant us co-ownership of the latter in the ratio of the value of the processed, combined or mixed goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe title to the Supplier’s rightsvalue of the new item and store the new item for us free of charge. 4. 12.5 The Buyer shall herewith already assign hereby assigns the receivables due to from the Supplier due to the Buyer selling on the goods or any other legal reason relating to resale of the goods subject to retention of title to us as of now, regardless of whether the Supplier to provide the latter with security to the value sale takes place without or proceeds of the goodsafter processing, if they do not reach the value of the goodscombining or mixing. We accept this assignment. If the Buyer sells the goods subject to retention of title together are sold after processing, combining or mixing with other goodsgoods not belonging to us, the Buyer assignment of the receivables shall assign apply up to the purchase price receivable for the value of our goods subject to retention of title in fulltitle. The Buyers is entitled to collect receivables from the resale as long as he continues to fulfil his obligations from the contract. We must be immediately informed of any measures or circumstances that pose a risk to our security rights, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value)including all details. 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should 12.6 If the value of the securities exceed held by us exceeds the Supplier’s receivables due or non-due by total value of more than 20%, we are required to release securities at our discretion at the Buyer's request. 12.7 We are entitled to sufficiently insure the delivered goods at reinstatement value against fire, water and theft at the expense of the Buyer, unless the Buyer may request for them to can prove that he has already acquired the respective insurance policy. If maintenance and inspection work is required, this must be releasedperformed by the Buyer without delay and at his own expense. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk must immediately inform us of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to delivered under retention of title or and notify us of the rights assigned receivables and provide all documents required for intervention to us in this regard. If we demand the return of such actions. The goods delivered by us under retention of title, this return shall only be regarded as withdrawal from the contract if we expressly notify the Buyer shall bear the costs of such interventionthereof.

Appears in 1 contract

Samples: Terms of Delivery and Payment

Retention of Title. 1. 7.1 The Supplier reserves the right title to retain the delivered goods until all claims have been settled with the Buyer (reserved goods). In the case of payment by means of cheque or bill of exchange, title to the goods supplied is retained until the bill is cleared by the Supplier Customer. Cheques will only be accepted on condition of fulfilment and any items created by processing or finishing these goods until all not instead of performance. In the case of current accounts, the retention of title will serve to balance the Supplier’s current or future receivables due from the Buyer and arising from the business relationship have been settled in fullclaims. The Buyer shall separately store is obliged to appropriately insure the reserved goods, at their own expense, against all common risks, particularly fire and label the goods subject to extended retention of titletheft, and submit proof upon request. 27.2 Acquisition of ownership by the Buyer pursuant to Section 950 BGB is not permitted. A potential connection, mixing, filling or manufacturing and processing of the reserved goods with other goods not belonging to the Supplier may take place in the knowledge that the Supplier shall acquire joint property rights of the new item whereby the invoice value of the reserved goods shall correspond to the overall sales value of the new item. The new item shall therefore be considered as reserved goods subject to retention of title are processed and finished for the Supplier as manufacturer within purpose of these conditions and will be stored by the meaning of Section 950 BGB, without this creating an obligation Buyer for the Supplier. In the event of Should the Buyer processing goods subject to retention of title together with other goods, the Supplier shall be entitled to co-acquire sole ownership of the new items item, he shall transfer the co-ownership share to the Supplier in proportion to respect of the value of the goods subject to retention of title that have been processed compared to the other goods at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respectreserved goods. 3. 7.3 The Buyer may only sell the reserved goods supplied and in the items created from processing or finishing, combining, blending and mixing these goods during the proper normal course of business and provided he is not in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4default. The Buyer shall herewith already now assign the receivables due all claims to the Supplier due arising as a result of resale to third parties. This assignment occurs only on account of performance. This assignment extends to all future existing claims concerning resale of the reserved goods. If the reserved goods to which we have title are sold by the Buyer selling on together with other goods not delivered or in a processed state by the goods or any other legal reason relating Supplier, then the receivables ceded to us from the goods subject to retention resale will not exceed the invoice value for the reserved goods. In the event of title to resale of new items of which the Supplier has acquired joint ownership, then the receivables ceded to provide the latter with security to the value or proceeds of the goods, if they do not reach us shall be the value of the goodsco-ownership share. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging The assigned claims will serve as security to the Supplier. At a minimum, ’s claims to the value shall be same extent as the price agreed between the Supplier and Buyer (total value)reserved goods. 5. As long as the 7.4 The Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer himself may collect the receivable. The Buyer shall separately book and manage assigned claims provided he has complied with the payments received on the assigned receivables. 6. Should the value payment terms of the securities exceed the Supplier’s receivables due or non-due by more than 20%business relationship, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied is not in default and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods is not subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such interventioninsolvency proceedings.

Appears in 1 contract

Samples: General Terms and Conditions of Business

Retention of Title. (1. ) The Supplier reserves Seller shall retain ownership of the right to retain the title to the goods supplied by the Supplier and any items created by processing or finishing these delivered goods until full payment of all of the Supplier’s current or future receivables due from the Buyer and arising from under the business relationship have been settled in fullbetween the Seller and the Purchaser. The Buyer shall separately store and label the goods subject to extended retention of title. 2. The goods subject to retention of title shall also apply if individual receivables are processed included in a current account and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplierbalance is drawn and recognized. In the event of conduct on the Buyer processing part of the Purchaser that violates the Agreement, in particular, in the event of default in payment, the Seller may repossess the delivered goods and the Seller shall be obliged to render up such goods, after the Seller has rescinded the Agreement. (2) The Purchaser shall reasonably insure the goods, which are subject to the title retention (secured goods), against all standard risks, in particular, fire, break-in and water risks, and shall handle and store the goods with care. (3) The Purchaser shall promptly notify the Seller in writing concerning third party payment execution measures relating to the secured goods and the receivables assigned in advance, and shall provide any documentation necessary for an intervention. (4) The Purchaser may resell the delivered goods in the ordinary course of title business. The Purchaser may not otherwise dispose over the delivered goods, in particular, pledge them or transfer them by way of security. (5) The Purchaser hereby assigns to the Seller any receivables relating to the secured goods deriving from resale or other legal grounds, e.g. insurance or tort, up to an amount equivalent to the purchase price (including Value Added Tax), and the Seller hereby accepts such assignment. Notwithstanding the assignment and the Seller's right to collect such receivables, the Purchaser shall be entitled to collect the receivables as long as it meets it obligations vis-à- vis the Seller and the Purchaser’s financial situation does not deteriorate. However, should this occur, the Purchaser shall notify the Seller of the assigned receivables and the relevant debtors, provide any necessary information for collection thereof, furnish the Seller with the relevant documentation and notify the debtors of the assignment. (6) Should the delivered goods be resold together with other goods that do not belong to the Seller, the Purchaser's receivables against the buyer shall be deemed assigned in an amount equivalent to the delivery price agreed between the Seller and the Purchaser (including Value Added Tax). Should the secured goods be processed by the Purchaser, the Seller shall be deemed the processor within the meaning of § 950 of the Germany Civil Code ("BGB"). Should the secured goods be combined with other goods, the Supplier Purchaser shall acquire proportionate co- ownership in the new goods created. Should the Purchaser acquire sole ownership of new goods, then it shall be entitled to deemed agreed that the Purchaser grants the Seller proportionate co-ownership of in the new items in proportion goods. (7) The Seller agrees to release at the Purchaser's request the security to which it is entitled to the value of the goods subject to retention of title that have been processed compared to the other goods at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed extent that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the realizable value or proceeds of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due exceeds by more than 20%, % the Buyer may request for them receivables to be released. The Buyer secured; selection of the security to be released shall agree to insure be the goods supplied and items created therefrom against accidental damage or destruction, including risk responsibility of fire and theft, and provide the Supplier with proof of such insurance upon requestSeller. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 1 contract

Samples: Terms and Conditions of Sale and Delivery

Retention of Title. 1. The Supplier 10.1 Stena reserves the right to retain the title to the goods we have supplied by the Supplier and any items created by processing or finishing these goods until full payment of all of the Supplier’s current or future receivables due from the Buyer and arising from the business relationship have connection with the Customer has been settled received, including arising future receivables. This is also expressly applicable to the balance outstanding where all receivables are included in fulla total sum and the balance has been calculated and accepted. 10.2 The Customer shall be entitled to dispose of the goods within the normal course of his business operations, but not to pledge or assign or charge them by way of security. The Buyer Customer shall separately store and label be under an obligation to dispose of the goods only subject to Retention of Title. The Customer hereby assigns to Stena in advance all amounts due to the Customer from his buyers in connec- tion with or arising out of any sale of the goods. 10.3 Any treatment or processing of the goods subject to extended retention Retention of title. 2Title which may be undertaken by the Customer is carried out on behalf of Stena. The Should the goods subject to retention Retention of title are Title be processed, mixed or blended with other goods not belonging to Stena, Stena shall acquire a share of the property in the newly resulting goods in proportion to the relation between the value of the other goods subject to Retention of Title and the value of the other goods so processed at the moment of processing, mixing or blending. Should the Customer acquire the sole property to the new goods, the parties agree that the Customer grants Stena joint ownership of the goods, and finished the Customer undertakes to protect these free of charge for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplier. Stena. 10.4 In the event of that the Buyer processing goods subject to retention Retention of title together Title are resold either unprocessed or following processing, mixing or blending with other goodsgoods that are the property of the Customer, the Supplier Customer assigns to Stena the entire proceeds of resale. Should the goods subject to Retention of Title be resold by the Customer after processing, mixing or blending with goods not belonging to the Customer, the Customer shall be entitled assign to co-ownership Stena the proceeds of the new items in proportion resale up to the value of the goods subject to retention Retention of title that have been processed compared to the other goods at the time of processing or finishingTitle. The Buyer shall herewith already transfer Customer is empowered under the Supplier’s potential co- ownership shares created terms of the assignment to collect these receivables. The right of Stena to collect these receivables ourselves is unaffected by combiningthis; however Stena undertakes not to collect the receivables ourselves as long as the Customer meets its payment and other obligations in an orderly manner. Stena may at any time require the Customer to advise us of the assigned re- ceivables and their respective debtors, blending or mixing to give us all information necessary for the goods supplied collection of the receivables and to furnish us with other items all relevant documents, as well as to advise the Supplier. It shall herewith be agreed that debtors of the Buyer holds the assignment. 10.5 If goods in its role as a custodian the Customer’s custody which are subject to Retention of Title in favour of Stena are attached by any third party, the Customer shall inform the officials concerned of the existence of the Retention of Title in favour of Stena and inform Stena of the attachment forthwith. If any goods which are subject to Retention of Title in the custody of the Customer’s buyers are attached, the Customer shall at his own expense take all measures necessary to secure release from such attachment. 10.6 In the event of suspension of payment or petition for the Supplier and act with institution of insolvency proceedings, the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods Customer shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to separate the goods subject to retention Retention of title Title from the rest of its inventory and retain custody over such goods. 10.7 Stena shall be under an obligation to release the excess security on the Customer’s demand to the Supplier to provide extent that its realizable value exceeds the latter with security to the value or proceeds of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due receiva- bles secured by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 1 contract

Samples: General Terms of Sale and Payment

Retention of Title. 1. The Supplier reserves the right to 7.1 Temposonics shall retain the title to ownership in the goods supplied by (“Secured Goods”) until full payment of all current and future claims arising under the Supplier contract and any items created by processing or finishing these goods until all of the Supplier’s current or future receivables due from the Buyer and arising from the business relationship have been settled with the Customer (“Secured Claims”). If Secured Claims are included in full. The Buyer shall separately store and label a current account, the goods subject to extended retention of title. 2. The goods subject to retention of title are processed shall attach to and finished for safeguard the Supplier as manufacturer within final outstanding and agreed balance. 7.2 The Customer shall store the meaning Secured Goods with the care of Section 950 BGBa prudent businessman. 7.3 The Customer is permitted to process and/or resell the Secured Goods in the ordinary course of business, without this creating an obligation for the Supplier. In the event of the Buyer processing goods subject to the following provisions: a) The retention of title together applies also to products which are created by processing, mixing, or combining the Secured Goods (“Products”), where Temposonics is considered the manufacturer. If the Secured Goods are processed, mixed or combined with other goodsgoods of third parties, the Supplier shall be entitled retention of title applies to co-ownership such Products proportional to the invoice value of the new items Secured Goods. b) The Customer already herewith assigns to Temposonics by way of security all receivables resulting from the resale of the Secured Goods and Products or, as applicable, all receivables resulting from the resale of the Secured Goods and Products in proportion the amount of the possible co- ownership interest arising under section 7.3.a) 2nd sentence above (“Assigned Claims”). The Customer is authorised to collect payment of the Assigned Claims. The above-mentioned authorisation to process and/or re-sell the Secured Goods and/or to accept payment of Assigned Claims can be revoked by Temposonics if the Customer is in default of payment. If the right to process and/or re-sell the Secured Goods and/or to accept payment of Assigned Claims is revoked, the Customer shall provide Temposonics with all such information necessary to make use of the Secured Goods, Products and/or Assigned Claims (“Securities”), to provide the relevant documents and to notify the Customer’s debtors of the transfer to Temposonics of the Assigned Claims. 7.4 Securities must neither be pledged to third parties nor be assigned or surrendered to third parties by way of security prior to full payment of the Secured Claims or prior to the respective Securities having been released. The Customer must notify Temposonics immediately of any interference by third parties with the Securities. 7.5 If the realisable value of the Securities exceeds the value of the goods subject to retention of title that have been processed compared to the other goods at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due Secured Claims by more than 2010%, Temposonics will at its own discretion release Securities upon the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon Customer’s request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 1 contract

Samples: General Terms and Conditions of Sale

Retention of Title. 1. The Supplier reserves Industrio shall retain title in the right to retain the title to the goods supplied by the Supplier and any items created by processing or finishing these goods delivered products until full payment of all receivables of the Supplier’s current or future receivables due from the Buyer and arising from Industrio under the business relationship have been settled in full. The Buyer shall separately store and label with the goods subject to extended retention of title. 2. The goods subject to retention of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Suppliercustomer. In the event of ongoing accounts, the Buyer processing goods retained title shall serve to secure Industrio's balance claim. The customer may sell the products subject to the retention of title ("Retained Products") only during the ordinary course of business. The customer may not pledge the Retained Products, transfer them by way of security or otherwise dispose over them in a manner that puts Industrio's title at risk. The customer hereby assigns the receivables from any resale to Industrio; Industrio hereby accepts such assignment. Should the customer sell the Retained Products following processing or conversion or following combination with other goods or together with other goods, the Supplier assignment of receivables shall be entitled to co-ownership deemed agreed only in the amount of the portion equivalent to the price agreed between Industrio and the customer plus a safety margin of 10% of such. The customer is revocable authorized to collect the receivables assigned to Industrio in its own name in trust for Industrio. Industrio may revoke this authorization and the right of resale if the customer defaults with regard to material obligations such as payment to Industrio; in the event of revocation, Industrio may collect the receivables itself. Processing or conversion of the Retained Products by the customer shall always be performed for Industrio. Should the Retained Products be processed together with other items, Industrio shall acquire joint title in the new items in item based on the proportion to of the value of the goods subject to retention of title that have been processed compared Retained Products to the other goods processed items at the time of processing or finishingprocessing. The Buyer Otherwise the same rules that apply for the products delivered subject to the retention of title shall herewith already transfer apply for the Supplier’s potential co- ownership shares new item created by combining, blending or mixing from the goods supplied processing. Should the Retained Products be combined with other items, Industrio shall acquire joint title in the new item based on the proportion of the value of the Retained Products to other items to at the Suppliertime of the combination. It Should the combination take place such that the customer's item must be considered the principal item, it shall herewith be deemed agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3customer assigns pro rata joint title to Industrio. The Buyer may only sell customer shall hold the goods supplied joint title thus created in custody for Industrio. The customer shall provide Industrio at any time with any and all desired information concerning the items created from processing Retained Products or finishing, combining, blending claims assigned to Industrio on this basis. The customer shall notify Industrio immediately and mixing these goods during furnish any necessary documents upon third party interventions or claims with regard to the proper course Retained Products. The customer shall at the same time notify the relevant third party of business and in return for cash or subject to Industrio's retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer customer shall bear the costs in mounting a defense against any such interventions and claims. The customer shall handle the Retained Product with care for the term of the retention of title. If the realizable value of the security exceeds the total receivables of Industrio to be secured by more than 10%, then the customer may demand release [of the goods] to this extent. Should the customer default in material duties such as payment owed to Industrio and should Industrio rescind the agreement, Industrio may – notwithstanding other rights – demand delivery of the Retained Products and realize them in another manner for purposes of satisfying receivables due from the customer. In this event, the customer shall immediately grant Industrio or Industrio's appointed representative access to the Retained Products and deliver them. For deliveries to other legal systems in which the foregoing provision on retention of title does not provide security in the same manner as in Germany, the customer shall undertake everything to provide Industrio without undue delay with corresponding security rights. The customer shall participate in any and all measures such as registration, publication etc. that are necessary and expedient for the validity and enforceability of such interventionsecurity rights. At Industrio's request, the customer shall reasonably insure the Retained Products, furnish Industrio with relevant proof of insurance and assign the claims under the insurance policy to Industrio.

Appears in 1 contract

Samples: Terms and Conditions of Sale and Delivery

Retention of Title. 1. The Supplier reserves goods supplied by us shall remain our property up to the right complete settlement of all of our receivables from the reciprocal business relationship including any possible current account balance. The goods may not be pledged to retain the title to others or transferred as security. 2. Should we as a result of a combination of the goods supplied by us with the Supplier and any items created by processing or finishing these goods until all of the Supplier’s current purchaser not acquire co-ownership, but lose our property, the ownership or future receivables due from co-ownership of the Buyer and arising from of the business relationship have been settled in fullnew item shall immediately pass to us upon its creation. All expectant rights which could lead to such an acquisition of ownership or co-ownership by the Buyer, are now already assigned to us by the latter. Any possible transfer necessary by us for the acquisition of the ownership or co-ownership shall be replaced by the agreement that the party ordering the goods preserves the item for us like a borrower, or, if the party ordering a good does not own the item, by the assignment of the entitlement to surrender against the owner to us already agreed hereby. The Buyer shall separately store and label ownership or co-ownership arising for us is to be treated legally like the original goods. Otherwise the goods subject to extended retention of title. 2. The goods supplied by us and subject to retention of title are processed and finished for also to be treated with care. 3. If the Supplier as manufacturer within the meaning of Section 950 BGBBuyer, without this creating an obligation for the Supplier. In the event of despite default, does not pay or if the Buyer processing goods subject threatens to retention of title together with other goodsbecome insolvent, the Supplier shall be entitled to co-ownership of the new items in proportion to the value of Buyer must, at our request, surrender the goods subject to retention of title that have been processed compared to the other goods at the time of processing or finishingfor our free disposal. The Buyer shall herewith already transfer taking-back of goods subject to retention of title does not constitute any cancellation of the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Suppliercontract. 4. It shall herewith be agreed that All receivables of the Buyer holds the from re-sale of goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the which we have ownership or coownership (goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title) shall already pass to us upon the conclusion of the transaction of sale. This shall apply whether the goods are sold to one or to several customers. The purchaser must collect the receivables assigned. We can revoke this authority, if the purchaser does not punctually meet one of his obligations towards us or if circumstances come to our knowledge which make our rights appear threatened. 5. We undertake, at the request of the Buyer, to release the securities (goods and accounts receivable) to which we are entitled according to the above rules at our discretion, if their value exceeds the claims to be secured by more than 20 %. For the valuation of the security their realisable value (securing value) is decisive. 6. If our retention of title loses its validity in the case of supplies abroad or for other reasons, the purchaser shall not be assigned as obliged to grant to us without delay security for the items supplied or pledged, nor shall any other decrees security for our accounts receivable which will be permitted which infringe effective according to the Supplier’s rightslaw applicable in each case and come as close as possible to the retention of title according to German law. 47. The Buyer shall herewith already assign the receivables due be obliged to the Supplier due to the Buyer selling on the goods or any other legal reason relating to insure the goods subject to retention of title with the due care and diligence of a prudent businessman and on request to provide evidence to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having effect that this insurance has been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivabletaken out. The Buyer shall separately book and manage the payments received on the assigned receivablesalready now assigns to us his claims under this insurance by way of security. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 1 contract

Samples: Supply Agreement (NxStage Medical, Inc.)

Retention of Title. 1Supplied Goods shall remain Seller’s property until fulfillment by Customer of its payment obligations as described above. The Supplier reserves As such: (a) If Goods are processed combined, and/or mixed by Customer with other goods belonging to him, then Seller 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 to retain in the title 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 goods supplied by invoiced value of all goods, which were used for manufacturing the Supplier new goods. (b) As long as Customer is not in default and any items created by processing or finishing these goods until all 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) ustomer’s receivables arising out of the Supplierresale of Goods are already assigned, for security purposes, exclusively to Seller. Customer is entitled to collect the receivables from reselling, unless Seller withdraws the direct debit authorisation in case of any doubt about Customer’s current solv ency and/or financial credibility or future receivables due from the Buyer and arising from the business relationship have been settled if Customer is in full. The Buyer shall separately store and label the goods subject to extended retention arrears on any of title. 2. The goods subject to retention of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplierits payments. In the event Seller withdraws the direct debit authorisation, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of the Buyer processing goods subject Goods, (ii) and to retention of title together give Seller all information and documents necessary in order to establish and confirm Seller’s rights with other goods, the Supplier respect to third parties. Customer shall be entitled obligated to co-ownership of inform Seller without delay about any garnishme nt and/or any other actions adversely affecting the new items in proportion to 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 subject as described in Article 6 a) above. Moreover, Customer undertakes (i) to retention of title that have been processed compared take a general liability all risks insurance policy, at its own cost, including coverage as to the other deterioration and/or theft of all or a part of Goods and/or of the new goods and (ii) provide to Seller, at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combiningits first request, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied certificate confirming both such insurance coverage and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds payment of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value)insurance premium related thereto. 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 1 contract

Samples: General Conditions of Sale

Retention of Title. 15.1 The Supplier shall retain legal and/or equitable title in any Goods supplied to the Customer until payment in full for the supply of the Goods has been received. 5.2 Notwithstanding the Supplier’s retention of legal title in the Goods, the Customer may sell such Goods or use the Goods in the ordinary course of the Customer’s business. While the Customer sells/processes the Goods as principal and not as agent of the Supplier, the proceeds of sale of each item of Goods must be held by the Customer in a separate fund on trust for the Supplier and the Customer is under a duty to account to the Supplier for such proceeds. The Supplier reserves creation of, or any failure of, any such trust shall not limit the right obligation of the Customer to retain the title pay an amount to the goods supplied Supplier for Goods supplied. 5.3 Until the Goods are sold/used, the Customer must store the Goods as how the Supplier directs/as required by law with due care, clearly designate the Goods as the property of the Supplier, store them in such a way they are clearly identified as the property of the Supplier and keep full and complete records of the location and ownership by the Supplier of the Goods. 5.4 The Supplier is irrevocably entitled at any time before the sale of any item of Goods by the Customer to inspect or to recover and retake possession of such Goods and otherwise exercise in relation to the Goods any of its rights whether those rights are as owner and/or unpaid Seller or otherwise and whether those rights are conferred by common law, contract, statute or in any other way. In order to exercise such entitlement, the Supplier and its agents are irrevocably authorised by the Customer to enter any of the Customer’s premises or vehicles or those of any third party. The Customer agrees to obtain the consent of any such third party to such entry by the Supplier and to indemnify the Supplier and its agents for any items created liability arising from any entry upon such third parties’ premises or vehicles. The Supplier is not liable for any damage to such premises caused by processing or finishing these goods until all the removal of the Supplier’s current Goods. 5.5 This reservation of title and ownership is effective whether or future receivables due from not the Buyer and arising from the business relationship Goods have been settled in full. The Buyer shall separately store and label the goods subject to extended retention of title. 2. The goods subject to retention of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplier. In the event of the Buyer processing goods subject to retention of title together altered from their supplied form or commingled with other goods, the Supplier shall be entitled to co-ownership of the new items in proportion to the value of the goods subject to retention of title that have been processed compared to the other goods at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 1 contract

Samples: Credit Application & Supply Agreement

Retention of Title. 110.1 Deliveries shall be made subject to retention of title. The Supplier reserves delivered goods shall remain the right to retain the title to the goods supplied by the Supplier and any items created by processing or finishing these goods until all property of the Supplier’s current or future receivables due from the Buyer and Seller until full payment of all claims arising from the business relationship have been settled in fullrelationship, including all ancillary claims. The Buyer may neither pledge the reserved goods nor assign them as security. The Buyer shall separately store and label notify the goods subject to extended retention Seller immediately in writing of titleany interventions by third parties. 2. The goods subject to retention of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplier. In the event of 10.2 If the Buyer processing goods subject to retention of title together with other goodsis in default, the Supplier Seller shall be entitled to rescind the contract in accordance with the statutory provisions and to demand return of the goods on the basis of the retention of title and the rescission. If the Buyer does not pay the purchase price due, the Seller may only assert these rights if it has previously unsuccessfully set the Buyer a reasonable obligation to pay or if setting such a deadline is dispensable under the statutory provisions. 10.3 The taking back or seizure of the reserved goods shall not constitute a withdrawal from the contract, unless this is expressly declared. The requirements for withdrawal shall remain unaffected. The costs arising from the taking back and seizure of the item shall be borne by the Buyer. 10.4 The Buyer shall be entitled to combine the reserved goods with goods of third parties in the ordinary course of business. In this case, the Seller shall acquire co-ownership of the new items created by the combination in proportion to the value of the goods subject to retention of title that have been processed compared to the other goods at the time of processing combined or finishingnewly produced items. The same shall apply in the event of mixing. 10.5 The Buyer shall herewith already transfer hereby assigns co-ownership of the Supplier’s potential co- ownership shares created by combiningitem, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed provided that the Buyer holds Buyer's item is to be regarded as the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goodsmain item. If the Buyer sells the goods combined or newly produced items in which the Seller has co-ownership, the Buyer hereby assigns its purchase price claim against the third party in proportion to the value of the Seller's co-ownership and hereby authorizes the Seller to collect the claim in its own name, including in the case of a corporate purchase. The seller accepts the assignment. 10.6 If the item subject to retention of title together with other goodsis further processed into a new item, the Seller shall be deemed to be the processor and the Buyer shall be deemed to have been commissioned by the Seller. 10.7 The Buyer shall be entitled to sell the goods to third parties in the ordinary course of business. He hereby assigns all claims against third parties arising from the resale to the seller as security (extended reservation of title), even in the case of a company purchase. The Seller accepts the assignment. Notwithstanding the Seller's authority to collect the claim itself, the Buyer shall assign remain authorized and obligated to collect the purchase price receivable for claim against the goods subject to retention of title in full, or to third party. This right expires automatically should the buyer stop his payments. 10.8 If the realizable value of the processed goods subject to retention of title which are being sold in the event security exceeds 110% of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimumsecured claim, the value shall be Seller shall, at the price agreed between Buyer's request, release the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value excess portion of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon requestsecurity at its discretion. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 1 contract

Samples: General Terms and Conditions

Retention of Title. 1. a. The Supplier reserves delivered goods remain the right to retain property of the title to company until full payment of the purchase price plus all ancillary costs and interest, fees, expenses, etc. b. Any processing or processing of the reserved goods supplied is carried out by the Supplier and any items created by processing or finishing these goods until all of the Supplier’s current or future receivables due from the Buyer and arising from the business relationship have been settled in full. The Buyer shall separately store and label the goods subject to extended retention of title. 2. The goods subject to retention of title are processed and finished customer for the Supplier as manufacturer within the meaning of Section 950 BGBcompany, without this creating an obligation any obligations arising for the Supplierlatter. In the event case of processing, combining, blending or mixing the Buyer processing reserved goods subject to retention of title together with other goodsgoods not belonging to the company, the Supplier shall be entitled to co-ownership of the new items object in relation to the value of the xxxxx- ved goods to the other processed goods at the time of processing, combining or blending. If the customer acquires sole ownership of the new item, the parties agree that the customer grants co-ownership of the new item to the company in proportion to the value of the processed or combined, mixed or blended retained goods subject and stores them free of charge for the company. c. The customer is only entitled and authorized to retention resell the reserved goods on the basis of title that have a purchase, works, works supply or similar contract if the company has been processed compared informed of this in good time, giving the name and exact ad- dress of the purchaser and the company agrees to the other goods at resale. In the time case of processing or finishing. The Buyer shall herewith approval, it is already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds claim from the goods in its role as a custodian for resale will be transferred to the Supplier and act with the due diligence of a business person in this respect. 3company. The Buyer may only sell customer is not entitled to other dispositions regarding the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of titlereserved goods. The claims of the customer from a resale of the reserved goods shall not be are already assigned as security or pledged, nor shall any other decrees be permitted which infringe to secure all claims of the Supplier’s rights. 4. The Buyer shall herewith already assign company from the receivables due business relationship to the Supplier due company and regardless of whether the reserved goods without or after processing and whether they are sold to one or more buyers. At the request of the company, the customer is obliged to disclose the assignment to the Buyer selling on the goods or any other legal reason relating third-party purchaser for payment to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach company. If the value of the goods. If collateral held by the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets Company exceeds its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due claim by more than 20%% in total, the Buyer may Company is obliged, at the request for them of the Customer or a third party affected by the overcollateralization of the Customer, to be releasedrelease any col- lateral of its choice. If third parties access the reserved goods, the customer must notify the company immediately. In case of breach of contract by the customer, the company is entitled to take possession of the reserved goods at the customer‘s expense. The Buyer shall agree to insure withdrawal and the goods supplied and items created therefrom against accidental damage or destruction, including risk seizure of fire and theft, and provide the Supplier with proof of such insurance upon requestreserved property by the company does not constitute a withdrawal from the contract. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 1 contract

Samples: General Terms and Conditions

Retention of Title. (1. ) The Supplier reserves retention of title, which is agreed as follows, serves as security for all demands of CMORE against the right to retain Customer, existing now and in the title to the goods supplied by the Supplier and any items created by processing or finishing these goods until all of the Supplier’s current or future receivables due from the Buyer and arising future, resulting from the business relationship have been settled in full. relationships existing between the Parties. (2) The Buyer shall separately store and label goods delivered by CMORE to the Customer, including the goods subject replacing such goods pursuant to extended retention the following provisions (the “Reserved Goods”), remain CMORE’s property until complete payment of titleall secured demands. 2. (3) The goods subject to retention Customer stores the Reserved Goods free of title are processed and finished charge for CMORE. (4) If CMORE cancels the Supplier as manufacturer within agreement with legal effect in the meaning event of Section 950 BGBa breach of contract by the Customer, without this creating an obligation for the Supplier. In in particular in the event of the Buyer processing goods subject to retention Customer’s delay of title together with other goodspayment, the Supplier shall be ("Enforcement Event"), CMORE is entitled to co-ownership demand the return of the new items Reserved Goods. (5) The Customer is entitled to process and sell the Reserved Goods in proportion normal business dealings until the occurrence of the Enforcement Event. The pledging and the assignment as security of the Reserved Goods are not permitted. (6) If the Customer processes the Reserved Goods, it is agreed that the processing is conducted in the name and for the account of CMORE as manufacturer. CMORE shall directly acquire ownership or – if the processing is made by material from several owners or if the value of the material to be processed exceeds the value of the Reserved Goods – the joint ownership concerning the newly created item in relation of the conditional commodity value to the value of the newly processed item. If no such acquisition of ownership takes place for CMORE, the Customer shall by now transfer its future ownership or – in the aforementioned ratio – its joint ownership in the newly created item to CMORE for reasons of security. If the Reserved Goods are combined with other goods subject to retention homogenous goods or are inseparably mixed, and if one of title that have been processed compared to the other goods at is to be considered as the time principal good, the Customer proportionately transfers to CMORE its joint ownership as far as the principal good is owned by the Customer in the proportion mentioned in sentence 2 of processing this paragraph. (7) In the event that the Reserved Goods are sold on, the Customer hereby transfers the resulting claim against the acquirer – or finishingin case of joint ownership of CMORE of the Reserved Goods in proportion to the proportion of joint ownership – to CMORE by way of security. The Buyer shall herewith already transfer same applies for other claims which take the Supplierplace of the Reserved Goods or which arise as regards the Reserved Goods, such as insurance claims or claims arising from actions in tort in case of loss or destruction. CMORE empowers the Customer, in a revocable manner, to collect the claims transferred to CMORE in its own name on behalf of CMORE ("Collection Authorization"). CMORE may only revoke its power of collection in case of recovery. (8) If a third party takes possession of the Reserved Goods, in particular by distraint, the Customer will immediately point out CMORE’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplierthird party and inform CMORE of this. It shall herewith be agreed that To the Buyer holds extent the goods third party is not in its role as a custodian position to compensate CMORE for the Supplier and act with the due diligence of a business person legal or out-of-court costs incurred in this respectregard, the Customer is liable with respect to CMORE for those costs. 3. The Buyer may only sell (9) CMORE will release the reserved goods supplied and as well as the items created from processing objects or finishing, combining, blending and mixing these goods during the proper course of business and claims standing in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due their stead to the Supplier due to extent that their value exceeds the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds amount of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due secured claims by more than 2050%, . CMORE is entitled to select the Buyer may request for them items to be releasedreleased pursuant to sentence 1. The Buyer shall agree to insure the goods supplied CMORE provides service-, work- and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access other performances to the goods subject Customer only in accordance with the underlying individual statement of service. CMORE is generally entitled to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear partial performances unless not agreed otherwise with the costs of such interventionCustomer in an individual agreement.

Appears in 1 contract

Samples: General Terms and Conditions of Supply

Retention of Title. (1. ) The Supplier reserves the right to retain the title delivered goods shall remain our property (goods subject to the goods supplied by the Supplier and any items created by processing or finishing these goods retention of title) until all of the Supplier’s current or future receivables due from the Buyer claims arising and arising arisen from the business relationship are finally paid for. In the case of multiple claims or if the Customer has an open account with the Supplier, the retention of title shall serve as security for the claim balance, even if individual deliveries of goods have already been settled paid. (2) If the Customer is in full. The Buyer shall separately store and label breach of the contract, e.g. in default of a payment, we will be entitled to reclaim the goods subject to extended the retention of title after setting a reasonable deadline in advance. If we reclaim the goods subject to the retention of title. 2, this shall constitute a withdrawal from the contract. The We are entitled to exploit the goods subject to the retention of title after reclaiming them. After deducting an appropriate amount covering the costs of exploitation, the proceeds from exploitation shall be set off against the amounts owed to us by the Customer. (3) Should third parties access the goods subject to the retention of title, including but not limited to the seizure of the property, the Customer shall inform the seizing entity of our ownership of the goods and notify us immediately so that we can enforce our ownership rights. (4) The Customer is entitled to process and sell the goods subject to the retention of title in the ordinary course of business as long as the Customer is not in default. Pledges or chattel mortgage are not permitted. The Customer hereby assigns to us as security all claims arising from reselling the goods subject to the retention of title or arising on any other legal grounds (insurance, tortious act) in connection with these goods. We revocably authorise the Customer to collect the claims assigned to us in its own name and for its own account. The authorisation to collect the claims shall expire if the Customer does not properly fulfil its payment obligations, gets into payment difficulties, compulsory enforcement measures are taken against it or judicial insolvency proceedings are opened against its assets or the opening of such proceedings is rejected for lack of assets. (5) Processing or conversion of the goods shall always be carried out for us as manufacturer, but without creating any obligation upon us. If the goods to be delivered are processed and finished for together with other items that do not belong to us, we will become co-owners of the Supplier new thing proportionately to the ratio of the value of the item to be delivered to the other items processed as manufacturer within of the meaning date of Section 950 BGBprocessing. If the goods to be delivered are mixed or inseparably combined with other items that do not belong to us, without this creating an obligation for we will become co-owners of the Suppliernew thing proportionately to the ratio of the value of the goods to be delivered to the other items combined or mixed. In If, in the event of the Buyer processing goods subject to retention of title together with other goodscombining or mixing items, the Supplier shall Customer's item is to be entitled regarded as the main item, the Parties agree that the Customer will transfer to us co-ownership of the new items in proportion to the value of item on a pro rata basis. The Customer shall hold the goods subject to retention our co-ownership thus created in safe custody for us. (6) We shall release the security interests to which we are entitled if the realisable value of title that have been processed compared our security interests exceeds the claims to the other goods at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created be secured by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person over 10%; in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value we shall be the price agreed between party to select the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them security interests to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 1 contract

Samples: Terms and Conditions of Business

Retention of Title. 111.1. The Supplier reserves the right to retain the seller retains title to the goods supplied by the Supplier and any items created by processing or finishing these goods until all claims of the Supplier’s current or future receivables due from seller against the Buyer and buyer arising from the business relationship relationship, including future claims from contracts concluded at the same time or later, have been settled settled. This shall also apply if individual or all claims of the Seller have been included in full. The Buyer shall separately store a current account and label the goods subject to extended retention of titlebalance has been struck and acknowledged. 211.2. The goods subject to If, in connection with the payment of the purchase price by the Buyer, a bill of exchange liability of the Seller is established, the retention of title and the underlying claim from deliveries of goods shall not expire before the payment of the bill of exchange by the Buyer as drawee. 11.3. The customer is entitled to resell the object of sale in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including value added tax) of our claim which accrue to him from the resale against his customers or third parties. If the reserved goods are processed sold unprocessed or after processing with objects which are exclusively the property of the purchaser, the purchaser hereby assigns the claims arising from the resale in full to the seller. If reserved goods are sold by the buyer - after processing/combination - together with goods not belonging to the seller, the buyer already now assigns the claims arising from the resale in the amount of the value of the reserved goods with all ancillary rights and finished rank before the rest. The seller accepts the assignment. The purchaser is authorised to collect these claims even after assignment. The seller's authority to collect the claims himself remains unaffected; however, the seller undertakes not to collect the claims as long as the buyer duly fulfils his payment and other obligations. The seller can demand that the buyer informs him of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors of the assignment. 11.4. Any processing or treatment of the reserved goods shall be carried out by the Buyer on behalf of the Seller without any obligations arising for the Supplier as manufacturer within latter. If the meaning of Section 950 BGBreserved goods are processed, without this creating an obligation for the Supplier. In the event of the Buyer processing goods subject to retention of title together combined, mixed or blended with other goodsgoods not belonging to the Seller, the Supplier Seller shall be entitled to the resulting co-ownership share in the new item in the ratio of the value of the reserved goods to the other processed goods at the time of processing, combination, mixing or blending. If the Buyer acquires sole ownership of the new item, the contracting parties agree that the Buyer shall grant the Seller co-ownership of the new items item in proportion to the value of the processed or combined, mixed or blended goods subject to retention of title that have been processed compared to and shall keep them in safe custody for the other goods at the time Seller free of processing or finishingcharge. 11.5. The Buyer shall herewith already transfer customer is only entitled and authorised to resell the Supplier’s potential co- ownership shares created by combining, blending or mixing reserved goods if the goods supplied with claim from the resale is transferred to us. The customer is not entitled to other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian remuneration for the Supplier reserved goods (e.g. pledging, transfer by way of security). If the customer is in default of payment, he shall be obliged, at our request, to notify the third party customer of the assignment for payment to us and act with to disclose the due diligence of a business person in this respectnecessary information and documents. 311.6. The Buyer may only sell A lien in favour of the goods supplied supplier shall be created on all raw materials of any kind handed over by the customer upon handover in order to secure all present and future claims of the items created Supplier arising from processing or finishing, combining, blending and mixing these goods during the proper course deliveries of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rightsgoods. 411.7. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach If the value of the goods. If existing securities exceeds the Buyer sells the goods subject claim s to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due secured by more than 20%, the Buyer may request for them seller shall be obliged to be released. The Buyer shall agree to insure release the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide securities at the Supplier with proof of such insurance upon buyer's request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 1 contract

Samples: General Terms and Conditions

Retention of Title. 1. 11.1 The Supplier reserves the right to retain the Seller retains title to the goods supplied subjects of delivery (“Secured Goods”) until payment in full of all cur- rent and future claims of the Seller under the busi- ness relationship with the Customer, including out- standing current-account balances. 11.2 The Customer shall treat the Secured Goods with care. The Customer shall insure them at its own expense against damage due to fire, water, and theft. 11.3 The Customer is entitled to sell the Secured Goods in the ordinary course of business. The Customer may not pledge the Secured Goods or assign them as security. It is obligated to secure the Seller’s rights when selling the Secured Goods on credit terms. The Customer hereby assigns to the Seller to the full extent for the purpose of security its pay- ment claims against its customers from a resale of the Secured Goods, as well as those claims of the Customer with respect to the Secured Goods that arise under any other legal basis against its cus- tomers or third parties (in particular, tort claims and insurance claims), including all outstanding cur- rent-account balances. The Seller hereby accepts such assignment. The Customer may collect for the Seller the claims assigned to the Seller for the Customer’s own ac- count and in its own name, provided such authori- zation has not been revoked. The Seller’s right to collect such claims itself is not affected by the Supplier fore- going. However, the Seller will not assert the claims itself and any items created by processing or finishing these goods until all refrain from revoking the collec- tion authorization as long as the Customer is properly meeting its payment obligations. However, if the Customer acts in contravention of the Supplier’s current or future receivables due from contract – in particular, if it is in default in mak- ing a payment – the Buyer Seller may demand that the Customer disclose to the Seller the assigned claims and arising from the business relationship have been settled respective debtors, notify the re- spective debtors about the assignment, and fur- nish the Seller with all documentation and infor- mation that it needs in full. The Buyer shall separately store and label order to assert the goods subject to extended retention of titleclaims. 2. 11.4 The goods subject Customer must support the Seller in steps to retention of title are processed and finished for secure and, if necessary, enforce the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplier. In the event of the Buyer processing goods subject to retention of title together with other goods, the Supplier shall be entitled to co-ownership of the new items in proportion to the value of the goods subject to retention of title that have been processed compared to the other goods at the time of processing or finishing. The Buyer shall herewith already transfer the SupplierSeller’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention re- tention of title. The goods shall not be assigned as security If third parties assert rights to the subject of delivery or pledgedmake a disposition concern- ing it, nor shall any other decrees be permitted which infringe the Supplier’s rightsCustomer must promptly notify the Seller. 4. The Buyer shall herewith already assign 11.5 If the receivables due Customer is in default in payment or other- wise in serious breach of contract, the Seller is en- titled to take back the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goodsdelivery. If the Buyer sells Seller takes back the goods subject to retention of title together with other goodsdelivery or places a lien on it, same does not constitute rescission of contract. 11.6 If the Buyer shall assign the purchase price receivable for the goods subject to retention of title in fullthe aforementioned form is ineffective under the law of the destination coun- try, or the Customer shall assist to establish a secu- rity right corresponding to the value provisions of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value)its country. 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 1 contract

Samples: General Terms and Conditions of Sale

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Retention of Title. 1. The Supplier reserves the right to retain the title to the All goods supplied by the Supplier and any items created by processing or finishing these shall remain our property (goods subject to retention of title) until all of the Supplier’s current or future receivables due from the Buyer and claims arising from the business relationship have been settled satisfied including, in fullparticular, the respective balance claims we are entitled to receive within the scope of the business relations. The Buyer This shall separately store also apply to any and label the goods subject to extended retention of titleall future and conditional claims. 2. The processing of goods subject to retention of title shall be carried out for our company as the manufacturer in the sense of § 950 BGB, without our obligation. The processed goods shall be deemed to be subject to retention of title as defined under item 1. 3. When goods subject to retention of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGBprocessed, without this creating an obligation for the Supplier. In the event of the Buyer processing goods subject to retention of title together combined or mixed with other goodsgoods by the buyer, the Supplier we shall be entitled to co-joint ownership of the new items in proportion item to the extent of the invoice value of the goods subject to retention of title that have been processed compared to title, as a proportion of the invoice value of the other goods at used. If, due to the time combination, mixing or processing our ownership lapses, then the buyer hereby transfers to us the proprietary rights to which we are entitled to the new assets or goods, to the extent of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing invoice value of the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or materials subject to retention of title, and the buyer shall safeguard the new assets or goods for us free of charge. The co- ownwership rights created hereafter shall be deemed to be goods shall not be assigned subject to retention of title as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rightsdefined under item 1. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to buyer may sell the goods subject to retention of title to only in the Supplier to provide course of normal business, in accordance with his normal terms and conditions, and as long as the latter with security to buyer is not in default, provided, however, he makes an agreement on the value or proceeds of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, his own buyer and the Buyer claims arising from the resale are transferred to us in accordance with clause 5 and 6. The buyer shall assign the purchase price receivable for not be entitled to dispose of the goods subject to retention of title in full, or to any other way. Resale within the value meaning of the processed goods subject to retention this clause A.IV. shall also include use of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or in order to fulfill contracts for work. 5. All claims and rights of the buyer arising from the resale of goods subject to retention of title are hereby assigned receivables to us. They shall serve as security to the same extent as the goods subject to retention of title in the sense of clause 1. 6. If goods subject to retention of title are sold by the buyer together with other goods, the claims arising from the resale will be assigned to us in the same proportion as that between the invoice value of the goods subject to retention and the invoice value of the other goods used. In case of the resale of goods to which we have co-ownership rights pursuant to clause 3 hereof, a portion of the accounts receivable shall be assigned to us in compliance with our respective share of co-ownership. 7. The buyer shall be entitled to collect claims arising from the resale, unless we elect to revoke this right in the cases stated in clauses A. II. 5. and A.IV. 8. The buyer shall upon our request be obliged to inform his customers immediately of the assignment to us – provided we do not provide the information on our own account – and provide all documents us with the documentation required for intervention of such actionsthe collection. The Buyer In no case whatsoever shall bear the costs of such interventionbuyer have the authorization to assign any claims.

Appears in 1 contract

Samples: General Terms and Conditions

Retention of Title. 1. The Supplier reserves goods shall remain the right to retain the title to the goods supplied by the Supplier and any items created by processing or finishing these goods until all property of the Supplier’s current or future seller until full payment of all receivables due from for the Buyer and delivery of goods arising from the business relationship have been settled in fullrelationship, including ancillary claims, damages as well as payment of cheques and bills of exchange. The Buyer shall separately store and label the goods subject to extended right of retention of titletitle shall remain even if individual claims by the seller are included in a current invoice and the balance is drawn and recognised. 2. The If the goods subject to supplied under retention of title are combined by the purchaser into a new movable, mixed or processed and finished asset, this shall be done for the Supplier as manufacturer within the meaning of Section 950 BGBseller, without this creating an obligation for him being liable as a result. By combining, mixing or processing the Supplier. In the event of the Buyer processing goods subject to retention of title together with other goods, the Supplier shall be entitled to co-purchaser does not acquire ownership of the new item in accordance with sections 947 ff. BGB. By combining, mixing or processing items that do not belong to the seller, the seller acquires ownership of the new item in proportion to the value of the his goods subject to under retention of title that have been processed compared in relation to the other goods at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respecttotal value. 3. The Buyer may only sell If a centralised authority is invoked in the business between the seller and purchaser, which assumes the risk guarantee, the seller shall transfer ownership on dispatch of the goods supplied and to the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or central authority subject to retention the condition of titlepayment of the purchase price by the central authority. The goods shall not purchaser will only be assigned as security or pledged, nor shall any other decrees be permitted which infringe released from their payment obligation upon payment by the Supplier’s rightscentral authority. 4. The Buyer shall herewith already assign the receivables due purchaser is entitled to the Supplier due to the Buyer selling on resell or further process the goods only under consideration of the following conditions: A: The purchaser may sell or any other legal reason relating to process the goods subject to under retention of title in the ordinary course of business, provided that his financial situation does not subsequently significantly deteriorate. B: The purchaser hereby assigns any claim with all ancillary rights arising from the resale of the goods under retention of title - including any balance claims - to the Supplier seller. The seller accepts this assignment. C: If the goods were combined, mixed or processed and the seller has acquired joint ownership by the amount of the invoiced value, then he shall be entitled to provide the latter with security purchase price in proportion to the value or proceeds of his rights to the goods. D: If the purchaser sells the claim within the framework of factoring, if they do not reach the purchaser will assign the claim against the factor replacing the original claim to the seller and will pass on its sales proceeds proportionately to the seller for the value of the rights of the seller of the goods. If The purchaser is obliged to disclose the Buyer sells assignment to the goods subject factor if it is more than 10 days past its due date with an invoice or if his financial situation deteriorates significantly. The seller accepts this assignment. E: The purchaser is authorised, provided it meets its payment obligations to retention recover the assigned receivables. The right to recover these claims shall expire in case of title together with other goodsdefault of payment by the purchaser or significant deterioration of the assets of the purchaser. In this case the seller is au- thorised by the purchaser to inform the customers of the assignment and recover the receivables. To assert the assigned claims, the Buyer purchaser shall assign provide the purchase price receivable for necessary information and permit verification of the goods subject to retention information. In particular, he shall provide the seller with a detailed listing of title in fullall outstanding claims with the names and addresses of customers, or to amount of each claim, invoice date, etc. 5. If the value of the processed goods subject to retention of title which are being sold in existing security provided for the event seller exceeds the total amount of the goods previously having been processed or finished together with goods not belonging to seller’s claims by more than 10%, then the Supplier. At a minimum, the value seller shall be obligated at the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligationspurchaser‘s request, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivablesto release securities at his discretion. 6. Should the value Pledging or transferring ownership of the securities exceed goods by way of security or the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be releasedassigned claims is inadmissible. The Buyer shall agree to insure seller should inform the goods supplied and items created therefrom against accidental damage or destruction, including risk creditor immediately of fire and theft, and provide any seizures naming the Supplier with proof creditor of such insurance upon requestthe seizure. 7. If the seller, in the exercise of its retention of title requests the delivery item back, this shall not automatically be deemed a withdrawal from the contract. The Buyer shall notify seller is free to sell the Supplier immediately about any third-party access to the returned goods subject to the retention of title or assigned receivables and provide all documents required for intervention of such actionsby private sale. 8. The Buyer purchaser shall bear store the costs goods under retention of title for the seller free of charge. He shall insure them against standard risks, such interventionas e.g. fire, theft and water within the usual scope. The purchaser hereby assigns his claims to the seller for damages that he would be entitled to from the above risks with respect to insurance companies or other obligated parties at the invoiced amount of the goods. The seller accepts the assignment. 9. All claims and rights arising from the retention of title of all special forms defined in these con- ditions shall remain until there is a complete release from contingent liabilities (check-xxxx of ex- change) that the seller has incurred in the interest of the purchaser. The purchaser is in the case of sentence 1 as a matter of principle allowed to carry out factoring for his accounts receivables. However, he must inform the seller before incurring contingent liabilities.

Appears in 1 contract

Samples: Terms of Payment and Delivery

Retention of Title. 1. The Supplier reserves the right to retain the title to the goods supplied by the Supplier and any items created by processing or finishing these goods until all of the Supplier’s current or future receivables due from the Buyer and arising from the business relationship have been settled in full. The Buyer shall separately store and label the goods subject to extended Deliveries only take place under retention of title. 2. The goods subject purchaser does not gain ownership of the products before paying all accounts payable resulting from all our deliveries of products. This also applies, if the price is paid for certain deliveries of products specified by the purchaser. On running account the Retained Property serves for the security of our payment balance request. Customer’s workmanship of our Retained Products only takes place on our instruction without any liability for us. We are entitled to withdraw from the contract and take back Retained Products, if the purchaser violates his responsibilities. Return and assertion of the retention of title are processed and finished for does not require the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplier. In the event former cancellation of the Buyer processing goods subject contract and does not automatically lead to retention the cancellation of title together the contract. If products delivered by us shall be combined with other goods, the Supplier shall be entitled corporeal objects not belonging to us we are awarded co-ownership in the new corporeal object at the proportionate amount which results form the ratio of the new items in proportion value of the processed, mixed or combined Retained goods to the value of the remaining processed goods subject to at the date of performing any processing activities. The purchaser may only sell Retained Products in the ordinary course of his business and if his customer has not excluded the assignment of the claim of the resale respectively if he grants any reserved approval regarding the assignment. For the duration of the retention of title the purchaser may not pledge the Retained Goods or use them as security and resale shall be possible only on condition that have been processed compared the reseller receives payment from its customer or makes the transfer of property to the other goods at customer dependent upon the time of processing or finishingcustomer fulfilling its obligation to effect payment. The Buyer purchaser shall herewith inform us forthwith of any seizure or other act of intervention by third parties. If the purchaser sells our Retained Products he will already transfer at this specific date assign by way of security any of his future claims against his customers arising from this resale along with all accessory rights – including any potential net claims – without the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied requirement to issue any specific declarations later on. Where Retained Goods are resold together with other items items, however, without contracting an individual price for such Retained Goods, the purchaser will assign to us with preference to the Supplierremaining claims such a portion of the total price due which is equivalent to the price of the Retained Goods invoiced by us. It shall herewith be agreed that Subject to revocation the Buyer holds purchaser is authorized to collect the goods in its role assigned claims xxxxxxx from resale as a custodian long as he complies with his duties of obligations towards us according to the contract. We are authorized at our own discretion to disclose the assignment to the purchaser’s customers. The purchaser is obliged to provide information and to hand over the documents, which we need for the Supplier and act with assertion of our rights. If the due diligence combined value of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as our security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach interests exceeds the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due all secured claims by more than 2020 %, we shall release a correspond- ing part of the Buyer may request for them to be released. The Buyer shall agree to insure security interest if so requested by the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon requestpurchaser. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 1 contract

Samples: Sales Contracts

Retention of Title. 19.1. The Supplier reserves Seller shall retain full ownership of the right to retain the title goods until full payment is received. Resale before full payment is received is only permitted if this was announced to the goods supplied by Seller in good time beforehand stating the Supplier and any items created by processing or finishing these goods until all name of the Supplier’s current or future receivables due company and the exact (business) address of the secondary buyer and if the Seller has agreed to the sale. This shall also apply in cases of pledging and transfer by way of security. In the event of agreement, the Purchaser shall already assign the claim to the purchase price to the Seller in advance thereby securing its claim to the purchase price and the Purchaser shall be entitled to inform the secondary buyer of the assignment upon conclusion of the purchase agreement at the latest. Furthermore, the Purchaser must provide the Seller with proof that it has informed the secondary buyer and add an official comment with the date in its accounts for every assigned claim. 9.2. In the event of delay, the Seller shall be entitled to assert its rights resulting from the Buyer and arising from the business relationship have been settled in full. The Buyer shall separately store and label the goods subject to extended retention of title. 2. The goods subject to It is agreed that the assertion of the retention of title are processed and finished for shall not result in withdrawal from the Supplier as manufacturer within agreement unless the meaning of Section 950 BGB, without this creating an obligation for Seller expressly declares its withdrawal from the Supplieragreement. 9.3. In the event of the Buyer processing goods subject to Purchaser processing, mixing or combining the item under retention of title together with other goods, goods not delivered by the Supplier Seller – even if the other part not provided by the Seller is clearly greater – the Seller shall be entitled acquire co- ownership to co-ownership of the new items in proportion item proportional to the value of the goods subject to retention of title that have been processed compared to the other goods its share at the time of processing processing, mixing or finishingcombining. The Buyer No obligations shall herewith already transfer arise for the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role Seller as a custodian for result of the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied processing, mixing or combining and the items created from processing or finishing, combining, blending and mixing these goods during item must be stored at the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the SupplierPurchaser’s rightsexpense. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 1 contract

Samples: General Sales and Delivery Terms

Retention of Title. 1. The Supplier reserves the right to retain the title to the 11.1 All goods supplied by the Supplier and any items created by processing or finishing these goods until all of the Supplier’s current or future receivables due from the Buyer and arising from the business relationship have been settled in full. The Buyer shall separately store and label the delivered remain our property (goods subject to extended retention of title) until fulfilment of all claims, in particular, any balance claims to which we are entitled in the context of the commercial relationship. This shall also apply to future and conditional claims, for example, from acceptor bills. 211.2 Any reworking and/or processing of the goods that are under retention of title shall, without this placing us under any obligation, be deemed to have been carried out on our behalf as the manufacturer as defined by section 950 BGB. The treated and processed goods shall be considered as goods subject to retention of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplier. Clause 11.1. 11.3 In the event of that the Buyer processing Purchaser processes, combines or mixes the goods subject to retention of title together with other goods, the Supplier we shall be entitled to co-ownership of the new items in proportion to item at the ratio of the invoice value of the goods subject to retention of title that have been processed compared to the invoice value of the other goods at goods. Where our ownership expires as a result of combination, mixing or processing, the time Purchaser hereby transfers the proprietary rights arising in its favour or expectant rights to the new stock or item in the amount of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing invoice value of the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe in the Supplier’s rights. 4. The Buyer shall herewith already assign case of processing, at the receivables due to ratio of the Supplier due to the Buyer selling on the goods or any other legal reason relating to invoice value of the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the invoice value of the goodsother goods used, and shall store the goods for us free of charge. If Our rights of co-ownership shall be considered as goods subject to retention of title within the Buyer sells meaning of Clause 11.1. 11.4 The Purchaser may resell the goods subject to retention of title together only in the normal course of business in accordance with other goodsits normal business terms and conditions and only insofar as the Purchaser is not in default, provided that it agrees retention of title with its customer and that the Buyer shall assign claims from the purchase price receivable for resale are assigned to us in accordance with Clauses 11.5 and 11.6. The Customer is not entitled to dispose of the goods subject to retention of title in full, or to the value any other way. Use of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or to fulfil contracts for works, labour and materials shall be considered as resale. 11.5 The Purchaser's claims from the resale of the goods subject to retention of title are hereby assigned to us. They shall serve as collateral to the same extent as the goods subject to retention of title within the meaning of Clause 11.1 11.6 Where goods subject to retention of title are resold by the Purchaser together with other goods, the claim from the resale shall be assigned to us at the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods. In the event of resale of goods, of which we have joint ownership in accordance with Clause 11.3, a proportion of the claim corresponding to our share in ownership shall be assigned to us. 11.7 The Purchaser is entitled to collect receivables from the resale, unless we cancel the direct debit mandate in the circumstances specified at Clause 11.4. Upon our request, the Purchaser is obliged to notify its customer of the assignment to us without delay – insofar as we do not do so ourselves – and to provide all documents to us the information and documentation required for intervention collection. 11.8 The Purchaser is not entitled to assign the claims under any circumstances; this also applies to factoring transactions, which the Purchaser is not permitted to make on account of our direct debit mandate. 11.9 The Purchaser must inform us immediately of any seizure or other third-party interference. 11.10 Where the value of the existing securities exceeds the total claims being secured by more than 10%, we are obliged, upon the request of the Purchaser, to release securities to this extent, the choice of such actions. The Buyer shall bear the costs of such interventionsecurities being at our discretion.

Appears in 1 contract

Samples: General Terms of Delivery and Payment

Retention of Title. 13.5.1. The Supplier Until title in the Product has passed to the Purchaser, the Purchaser shall keep the Product and any part thereof in the Purchaser’s possession clearly marked or otherwise identified as being ABB’s and store it separately from the Purchaser’s own plant and equipment. ABB shall be entitled at any time during normal business hours to enter the Purchaser’s premises in order to inspect the Product and ensure that it is so marked or clearly identified. 3.5.2. Should the contract be terminated by ABB for any reason before title in the Product has passed to the Purchaser, or ABB has grounds for doubting the creditworthiness of the Purchaser (cf. Article 3.3.3), ABB shall be entitled at any time during normal business hours to enter the Purchaser’s premises in order to recover the Product. ABB reserves the right to retain dispose of any Product so recovered. 3.5.3. To the extent permitted by applicable law, legal and beneficial title to the Product shall remain with ABB until such time as ABB has received payment of the purchase price for the Products due under the contract and any other sums due (together with any interest which may have accrued) in respect of any other goods or services previously or subsequently supplied by ABB to the Supplier and Purchaser under any items created by processing or finishing these goods until all of the Supplier’s current or future receivables due from the Buyer and arising from the business relationship other agreement. Where such payments have been settled in full. The Buyer received by ABB title shall separately store and label pass to the goods subject to extended retention of titlePurchaser. 23.5.4. The goods subject Notwithstanding any appropriation by the Purchaser to retention the contrary, all payments made by the Purchaser to ABB shall be appropriated first to the Products which have been resold by the Purchaser and then to the Products which remain in the Purchaser's possession or control. 3.5.5. If the Purchaser resells any Products in which title has not passed to the Purchaser, with respect to the proceeds of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplier. In the event of the Buyer processing goods subject to retention of title together with other goodssuch resale only, the Supplier resale shall (as between ABB and the Purchaser only) be entitled to co-ownership made by the Purchaser as agent for ABB. 3.5.6. For the avoidance of doubt, risk in the new items in proportion Product shall pass to the value of the goods subject to retention of title that have been processed compared to the other goods Purchaser at the time of processing or finishingspecified in the applicable INCOTERMS. The Buyer shall herewith already transfer From the Supplier’s potential co- ownership shares created by combining, blending or mixing time when risk in the goods supplied with other items Products passes until the time when title passes to the SupplierPurchaser in accordance with Article 3.5.3, the Purchaser shall insure the Products for their full value with a reputable insurer. It Until title in the Products passes to the Purchaser, the Purchaser shall herewith be agreed that hold the Buyer holds the goods in its role as a custodian proceeds of any sale or claim on such insurance policy on trust for the Supplier ABB and act shall immediately account to ABB with the due diligence of a business person in this respectproceeds. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 1 contract

Samples: Addendum

Retention of Title. 1. The Supplier reserves the right to retain the ARADEX retains title to the goods supplied delivery items until all obligations to the customer have been met. In the case that the value of all security rights exceeds the amount of all secured claims by more than 20%, ARADEX shall release a corre- sponding part of the security rights upon request by the Supplier and any items created by processing or finishing these goods until all of customer. As long as the Supplier’s current or future receivables due from the Buyer and arising from the business relationship have been settled in full. The Buyer shall separately store and label the goods subject to extended retention of title. 2. The goods subject to retention of title is effective, the customer is prohibited from pledging or transferring by way of security the items supplied, and only resellers are processed and finished for authorized to resell the Supplier as manufacturer within items, subject to the meaning of Section 950 BGB, without this creating an obligation for reseller receiving payment from the Supplierreseller’s client or with the proviso that the property does not pass to the client until the latter has met its financial obligations. In the event of any seizures, attachment, or other disposition or intervention by third parties, the Buyer processing customer must promptly inform ARADEX. In the case of breaches of duty of the customer, in particular in the case of default in payment, ARADEX is entitled to cancellation and to take the goods subject back after the unsuccessful expiry of a deadline set for the customer to comply. The statutory provisions on the dispensability of setting deadlines remain unaffected. The customer is obliged to surrender the retained goods. Taking back the goods and claiming retention of title together title, respectively, or seizing the reserved goods by ARADEX does not signify withdrawal from the contract, unless such is expressly declared by the supplier. The customer is permitted to process or transform the reserved goods or combine the same with other items. The processed, transformed, or combined product are regarded as reserved goods. In the case of processing, the Supplier shall be transformation, or combination with other items not belonging to ARADEX, ARADEX is entitled to co-ownership of the new items in item to the amount of the proportion resulting from the ratio of the value of the pro- cessed, transformed, or combined reserved goods to the value of the goods subject to retention of title that have been processed compared to the other goods new item at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combiningprocessing, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in fulltransformation, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value)combination. 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 1 contract

Samples: Purchase Agreement

Retention of Title. 1. The Supplier reserves the right retention of title agreed hereafter serves to retain the title to the goods supplied by the Supplier and any items created by processing or finishing these goods until safeguard all of the Supplier’s current or Seller‘s existing and future receivables due from claims against the Buyer and arising Customer from the business relationship have been settled relationship, in fullcase of outstanding invoices also as security for the balance of accounts. The Buyer shall separately store and label As far as the goods subject to extended reimbursement by means of cheque is agreed with the Customer, the retention of titletitle extends to the encashment of the accepted bill by the Customer and shall not be extinguished by the crediting of the cheque received. 2. The goods delivered by the Seller to the Customer shall remain the Seller’s property until complete payment has been effected for all secured claims. The goods as well as the goods replacing them which are also subject to the retention of title shall hereinafter be referred to as „goods subject to the retention of title“. 3. The Customer shall keep the goods subject to the retention of title for the Seller, free of charge. He shall be obliged to handle and store the goods subject to the retention of title with due care and only use them for the intended purpose. He agrees in particular to insure them adequately at his own cost at the original value against damage by fire, water and theft. As far as maintenance and inspection works are required, the Customer must carry these works out in due time and at his own expense. 4. The Customer shall be entitled to process and sell the goods subject to the retention of title during the course of normal business operations until the occurrence of an enforcement event (clause 9). Hypothecation, transfer of ownership by way of security or similar forms of disposition relating to the goods subject to the retention of title shall not be permissible. 5. If the goods subject to the retention of title are processed or transformed by the Customer, then it shall be agreed that this processing or transformation shall be made on behalf and finished for account of the Supplier Seller as manufacturer within and that the meaning Seller acquires indirect ownership or – if materials of Section 950 BGB, without this creating an obligation for several owners are processed or the Supplier. In the event value of the Buyer processing goods processed or transformed good is higher than the value of the good subject to the retention of title together with other goods, the Supplier shall be entitled to co-ownership (ownership in fractional shares) of the new items newly created good in proportion relation to the value of the goods subject to retention of title that have been processed compared to the other goods at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The In the event that such acquisition of title will not occur for the Seller, then the Customer will transfer his future goods shall not be assigned or co-ownership of the newly created good – in the ratio above – as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due a precaution to the Supplier due to the Buyer selling on the goods or any other legal reason relating to Seller. If the goods subject to the retention of title are connected to or inseparably mixed with other goods to a new good and if one of these goods may be considered as the Supplier main good, then the Seller will transfer the Customer co- ownership at pro rata to provide his own share in the latter with security new good in the relation pursuant to sentence 1 if he owns the value or proceeds of the goods, if they do not reach the value of the goodsmain good. 6. If the Buyer sells the goods subject to the retention of title together with other goodsare resold, then the Buyer shall Customer will already at this point assign the purchase price receivable for claim arising thereof vis-à-vis the buyer – and in the event of co-ownership of the Seller in the goods subject to the retention of title in full, or at pro rata to the value co-owned share – to the Seller, and this until satisfaction of all of the processed Seller’s claims to be secured. The same shall apply to other goods, rights and claims replacing the goods subject to the retention of title which are being sold or that arise otherwise in connection with these goods, such as e. g. insurance claims or claims arising from torts in the event of loss or destruction. The Seller revocably authorises the goods previously having been processed or finished together with goods not belonging Customer to collect the claims assigned to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivableSeller on his own behalf. The Buyer shall separately book and manage Seller may only revoke this direct collection authorisation in the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon requestenforcement event. 7. The Buyer shall notify the Supplier immediately about any third-party If third parties access to the goods subject to the retention of title, particularly by pledging, the Customer will immediately notify them of the ownership of the Seller and inform the Seller thereof in order to enable the Seller to enforce his ownership rights. If the third party is not able to refund the Seller all court and out-of-court fees incurred in connection thereof, then the Customer will be liable vis-à-vis the Seller. 8. The Seller will release the goods subject to the retention of title or assigned receivables and provide all documents required for intervention the goods, rights and claims in lieu of such actionsthem, unless their value does not exceed the secured claims by more than 10 %. The Buyer selection of the securities to be released hereinafter shall bear be at the costs discretion of such interventionthe Seller. 9. If the Seller withdraws from the contract due to a breach of contract of the Customer (enforcement event) - particularly default of payment – then the Seller will be entitled to demand the return of the goods subject to the retention of title as well as the goods, rights and claims in lieu of them and to utilise them. The proceeds from utilisation shall be offset against the liabilities of the Customer after the deduction of reasonable utilisation costs. In case of an enforcement event the Seller may demand that the Customer provides all information necessary for the enforcement of his rights and for the collection of claims, that he hands over any relevant documents and that he informs the debtors (third parties) of the assignment.

Appears in 1 contract

Samples: General Terms and Conditions of Delivery

Retention of Title. 1. The Supplier reserves 6.1 All objects of purchase shall remain the right property of Stöckl Parkett until the purchase price has been paid in full, including ancillary charges. 6.2 In order to retain the title to secure the goods supplied by the Supplier and any items created by processing or finishing these goods until all of the Supplier’s current or future receivables due from the Buyer and arising from the business relationship have been settled in full. The Buyer shall separately store and label the goods subject to extended delivered under retention of title, they shall be stored separately and protected from moisture and insured against fire and theft at the customer's expense. 2. 6.3 The goods subject to retention of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplier. In the event of the Buyer processing goods subject to retention of title together with other goods, the Supplier shall be entitled to co-ownership of the new items in proportion to the value resale of the goods subject to retention of title that have been processed compared to shall only be permitted with the other goods at express written consent of Stöckl Parkett. 6.4 In the time event of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing resale of the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title, the purchaser of the goods subject to retention of title hereby assigns its claims arising from this contract of sale to Stöckl Parkett. This assignment for security purposes shall be noted in the books of the conditional purchaser on each page of the OP list, stating the date of the assignment agreement (conclusion of this contract) and the full company name of Xxxxxx Xxxxxxx (assignee). This note must in any case also be made in the list of open debtor items. The customer also undertakes to inform its purchaser of the assignment of the claim. Payments received by the customer from its purchaser shall be forwarded to Stöckl Parkett without delay. 6.5 Should the goods subject to retention of title be treated or processed by the customer, the retention of title shall also extend to the resulting new item. Should the goods be processed, mixed or joined, Stöckl Parkett shall acquire co- ownership of the resulting new items. In this case, the customer shall be deemed to be the custodian. 6.6 The customer shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due entitled to the Supplier due to the Buyer selling on the goods or any other legal reason relating to pledge the goods subject to retention of title to the Supplier third parties or to provide the latter with security transfer them to the value ownership by way of security or proceeds to dispose of the goods, if they do not reach the value of the goods. If the Buyer sells the these goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject benefit of third parties in any other way. The customer undertakes to retention notify Xxxxxx Xxxxxxx as soon as possible of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event any compulsory seizure of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to delivered under retention of title or assigned receivables and provide all documents required for intervention any other access by third parties to the same. In the event of such actions. The Buyer seizure or other claims by third parties, the customer shall bear inform the costs third party that Xxxxxx Xxxxxxx is the owner of such interventionthe goods.

Appears in 1 contract

Samples: General Terms and Conditions

Retention of Title. 1. The Supplier reserves the right to Seller shall retain the title to the goods supplied delivered by the Supplier and any items created by processing or finishing these goods him until all of the Supplier’s current or future receivables due from the Buyer and his claims arising from the business relationship with the Buyer have been settled in fullsatisfied. The Any processing or treatment shall be carried out by the Buyer shall separately store and label on behalf of the goods subject to extended retention of title. 2. The goods subject to retention of title are processed and finished Seller, without any obligations arising for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the SupplierSeller. In the event of If the Buyer processing processes reserved goods subject to retention of title together with other goods, the Supplier Seller shall be entitled to co-ownership of the new items products in proportion to the ratio of the value of the processed reserved goods subject to retention of title that have been processed compared to the other goods at the time of processing or finishingtreatment. The Buyer hereby assigns to the Seller any co-ownership rights that may arise from the combination, blending or mixing of the delivered goods with other goods. The Buyer shall herewith already transfer hold the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role products as a custodian for the Supplier Seller with commercial care. Upon request, the Buyer shall provide the Seller at any time with information on the stock and act with condition of the due diligence of a business person Seller's goods in this respect. 3his possession. The Buyer may only sell the delivered goods supplied and the items created products resulting from processing their treatment or finishingprocessing, combiningtheir combination, blending and mixing these goods during in the proper ordinary course of business business. Transfer by way of security, pledging and in return for cash or subject to retention other disposals endangering the rights of titlethe Seller are not permitted. The goods shall not be assigned new object created by combining, mixing or blending serves as security or pledged, nor for the Seller only to the amount of the sales price of the delivered reserved goods. The new item shall any other decrees be permitted which infringe deemed to be reserved goods within the Supplier’s rights. 4meaning of this provision. The Buyer shall herewith already assign the receivables due hereby assigns to the Supplier due Seller as security the claims to which the Buyer selling is entitled from the resale or on the goods or any other legal reason relating to grounds concerning the reserved goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed reserved goods subject to retention of title which are being sold in resold. At the event request of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimumSeller, the value Buyer shall be obliged to notify his buyers of the price agreed between assignment and to provide the Supplier Seller with the information and Buyer (total value). 5documents required to assert his rights. As long as the Buyer meets its his obligations, he is authorized to collect the assignment assigned claims. If he is in default, he shall be treated as a silent assignment and pay the amounts received for the assigned claims to the Seller immediately. The other claims of the Seller arising from the default of the Buyer may collect the receivableshall not be affected by this. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should If the value of the securities exceed exceeds the Supplier’s receivables due or non-due claims of the Seller by more than 2020 %, the Buyer may request for them shall be entitled to be released. The Buyer shall agree demand the release of the securities to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7this extent. The Buyer shall notify the Supplier Seller immediately about of any third-party access by third parties to the reserved goods subject to retention of title or the assigned receivables and provide all claims, handing over the documents required necessary for intervention of such actionsintervention. The Buyer shall bear the costs of such the intervention.

Appears in 1 contract

Samples: General Terms of Sale

Retention of Title. 1. The Supplier retains ownership on any products delivered until each and every account and claim against the Customer to which the Supplier is entitled under the business relationship has been duly satisfied (such product hereinafter: product subject to retention of title). The Customer shall be obliged to treat the products subject to retention of title carefully and shall undertake to effect a reinstatement value insurance for the products against damages caused by fire, water or theft at its own expense. 2. The Customer shall be entitled to resell and to use the products subject to retention of title within the normal course of the Customer’s business, provided that the Customer is not in default of payment; furthermore, the Customer for the duration of the retention of title may not pledge said products or assign them as a security. The Customer hereby assigns to the Sup- plier as security any and all claims arising from the resale of or any other legal basis connected to the products (including, but not limited to claims arising from insurance contracts or on grounds of tortuous acts); the Supplier hereby accepts the assignment which shall also include any balance claims of current accounts. The Supplier hereby revocably authorises the Customer to collect any of such assigned claims on the Customers own be- half and for its own account; the Supplier reserves the right to retain revoke this authorisation which applies in particular if the title Customer does not fulfil its payment obligations. The Customer shall not be entitled to assign such claims, including an assignment for the goods supplied purpose of collecting the claims by the Supplier and any items created by way of factoring. 3. Any processing or finishing these goods until all and/or transforming of the Supplier’s current or future receivables due from the Buyer and arising from the business relationship have been settled in full. The Buyer shall separately store and label the goods subject to extended retention of title. 2. The goods products subject to retention of title shall take place on the sole behalf of the Supplier. If said products are processed so as to form a new product together with goods or items which do not belong to the Supplier, the Supplier shall acquire joint ownership in such new products in proportion of the value of the products sub- ject to retention of title (amount of invoice including VAT) to the total value of the other items used (the point of time at which the event occurred is decisive here). The terms under this entire Sec. IX applicable to the products subject to retention of title shall apply analogously to the items arising from such processing. 4. If the products subject to retention of title have been intermixed or mingled with other items which do not belong to the Supplier, the Supplier shall acquire joint ownership in such new products in proportion of the value of the retained goods (amount of invoice including VAT) to the total value of the other items used at the time of intermixing or mingling. If the products subject to retention of title have been combined in such a way, that the item belonging to the Customer is regard- ed as the main constituent it shall be agreed that the Customer shall assign the proportionate ownership to the Supplier. 5. It shall be the Customer’s secondary contractual duty to store the products underlying the Supplier’s ownership or joint ownership free of any costs and finished charges for the Supplier. 6. Claims against third parties arising from a combination of the products subject to retention of title with a plot of land shall be also assigned to the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation security for the Supplier’s claims mentioned in Sec. IX. 7. On the Supplier’s request, the Customer shall inform the Supplier immediately to whom the Customer sold the products underlying the Supplier’s ownership or joint ownership and which claims may result from the resale, as well as provide the Supplier at its own expense with an officially authenticated document stipulating the assignment of the claims. 8. The Customer shall be not allowed to dispose otherwise of the products subject to retention of title or products underlying the Supplier’s joint ownership. The Customer shall inform the Supplier forthwith of any seizure or other act of intervention by third parties. The Customer shall be obliged to reimburse the Supplier for all costs related to the recovery by third par- ties of the products subject to retention of title and the claims. 9. In the event of the Buyer processing goods subject Customer’s delay with payment or of a breach of essential contractual obligations due to retention at least negli- gence, the Supplier reserves the right to claim restitution of title together with other goodsthe products underlying the Supplier’s sole or joint ownership. The assertion of such claim shall only be considered rescission of the contract if this is expressly declared by the Supplier. 10. In case of a court order to institute bankruptcy proceedings, the refusal of a court to institute such proceedings due to lack of sufficient assets or a justified petition in bankruptcy, the Supplier shall be entitled to co-ownership rescind the contract and to demand instant restitution of his products and deliveries. 11. If the combined value of the new items in proportion to Supplier’s security interest exceeds the value of the goods subject to retention of title that have been processed compared to the other goods at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due all secured claims by more than 2010 %, the Buyer may request for them to be released. The Buyer Supplier shall agree to insure release a corresponding article or item of the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide security interest if so requested by the Supplier with proof of such insurance upon requestCustomer. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 1 contract

Samples: General Terms and Conditions

Retention of Title. 1Supplied Goods shall remain Seller’s property until fulfilment by Customer of its payment obligations as described above. The Supplier reserves As such: a) If Goods are processed, combined, and/or mixed by Customer with other goods belonging to him, then Seller 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 to retain in the title 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 goods supplied by invoiced value of all goods, which were used for manufacturing the Supplier new goods. b) As long as Customer is not in default and any items created by processing or finishing these goods until all 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 c) Customer’s receivables arising out of the Supplierresale of Goods are already assigned, for security purposes, exclusively to Seller. Customer is entitled to collect the receivables from reselling, unless Seller withdraws the direct debit authorisation in case of any doubt about Customer’s current solvency and/or financial credibility or future receivables due from the Buyer and arising from the business relationship have been settled if Customer is in full. The Buyer shall separately store and label the goods subject to extended retention arrears on any of title. 2. The goods subject to retention of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplierits payments. In the event Xxxxxx withdraws the direct debit authorisation, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of the Buyer processing goods subject Goods, (ii) and to retention of title together give Seller all information and documents necessary in order to establish and confirm Seller’s rights with other goods, the Supplier respect to third parties. Customer shall be entitled obligated to co-ownership of inform Seller without delay about any garnishment and/or any other actions adversely affecting the new items in proportion to 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 subject as described in Article 6 a) above. Moreover, Customer undertakes (i) to retention of title that have been processed compared take a general liability all risks insurance policy, at its own cost, including coverage as to the other deterioration and/or theft of all or a part of Goods and/or of the new goods and (ii) provide to Seller, at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combiningits first request, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied certificate confirming both such insurance coverage and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds payment of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value)insurance premium related thereto. 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 1 contract

Samples: General Conditions of Sale

Retention of Title. 1Goods will remain our property until effective payment of all claims against the purchaser – including such arising in future – regardless of legal basis (including cheque, assignment, guaranty, compensation etc.). The Supplier reserves same also applies with regard to conditional claims. In the right to retain the title to the goods supplied by the Supplier and any items created by case of processing or finishing these goods until all combination of the Supplier’s current or future receivables due from the Buyer and arising from the business relationship have been settled in full. The Buyer shall separately store and label the reserved goods (goods subject to extended a retention of title. 2. The goods subject to retention of title are processed and finished for the Supplier as manufacturer ) within the meaning of Section Sections 947 and 950 BGB, without this creating an obligation for the Supplier. In the event of the Buyer processing goods subject to retention of title together German Civil Code (BGB) with other goodsitems not owned by ourselves, the Supplier we shall be entitled to co-ownership of in the new items item in proportion to the value of the reserved goods subject to retention vis-à-vis the remainder of title that have been the processed compared to the other goods or combined item at the time of processing or finishingcombination. The Buyer shall herewith already transfer Where the Supplier’s potential co- purchaser acquires sole ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goodsnew item, the Buyer shall assign purchaser hereby assigns to us a co-ownership share in the purchase price receivable for the goods subject to retention of title new item in full, or proportion to the value of the processed or combined reserved goods subject to vis-à-vis the remainder of the processed or combined item at the time of processing or combination, and will duly hold such in safe custody on our behalf and free of charge. The purchaser may dispose of the reserved goods in the ordinary course of business against cash payment or retention of title which are being title; but may not otherwise dispose of such, in particular, by way of assignment as security or pledging. To safeguard our claims – regardless of legal basis (cf. Section 6, sentence 1) the purchaser hereby assigns to us all its outstanding receivables based on goods resulting from our deliveries to the value of the resale price, including value added tax, together with all commensurate ancillary rights. Where the reserved goods have been sold by the purchaser in combination with other items not owned by us for an overall price, assignment will be effected solely to the value of the amount the purchaser was charged by us for the reserved goods sold in combination. Where the purchaser’s claims from the resale are included in a current account, the purchaser hereby duly assigns to us its claims from the current account against its customer. Assignment is effected to the value of the amount the purchaser was charged by us for the resold reserved goods. The purchaser is entitled to collect the receivables assigned to us until further notice. In the event of circumstances pertaining to the purchaser that, in our opinion, no longer warrant the granting of credit, the purchaser is to afford us access to its accounts for the purpose of ascertaining the receivables assigned to us as per Section 6, sentence 4 et seq., provide us with all commensurate information and documentation and, at our request, duly notify the debtor of the assignment in writing. In the instance of circumstances as stated in Section 6, sentence 7 above, the purchaser will grant access to the reserved goods still in its possession, send us a precise list of the respective goods, and will also separate and relinquish the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6us. Should the value of the securities this security exceed the Supplier’s receivables due or non-due value of our claims by more than 20%, at the Buyer may request for them to be releasedof the purchaser we will reduce the security accordingly at our discretion. The Buyer shall agree purchaser is to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk promptly notify us in writing of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the reserved goods subject or receivables assigned to retention of title or assigned receivables us and provide all documents required for intervention of such actionswill support us in any resulting action in any way possible. The Buyer shall bear All associated costs are to be borne by the costs of such interventionpurchaser.

Appears in 1 contract

Samples: General Terms and Conditions

Retention of Title. 1. 11.1 The Supplier reserves the right to retain the Seller retains title to the goods supplied by the Supplier subjects of delivery (“Secured Goods”) until payment in full of all cur- rent and any items created by processing or finishing these goods until all future claims of the Supplier’s current or future receivables due from the Buyer and arising from Seller under the business relationship have been settled in fullwith the Customer, includ- ing outstanding current-account balances. 11.2 The Customer shall treat the Secured Goods with care. The Buyer Customer shall separately store insure them at its own expense against damage due to fire, water, and label the goods subject to extended retention of titletheft. 211.3 The Customer is entitled to sell the Secured Goods in the ordinary course of business. The goods subject Customer may not pledge the Secured Goods or assign them as security. It is obligated to retention of title are processed and finished se- cure the Seller’s rights when selling the Secured Goods on credit terms. The Customer hereby assigns to the Seller to the full extent for the Supplier pur- pose of security its payment claims against its customers from a resale of the Secured Goods, as manufacturer within well as those claims of the meaning of Section 950 BGBCustomer with re- spect to the Secured Goods that arise under any other legal basis against its customers or third parties (in particular, without this creating an obligation tort claims and insurance claims), including all outstanding current-ac- count balances. The Seller hereby accepts such assignment. The Customer may collect for the SupplierSeller the claims assigned to the Seller for the Customer’s own account and in its own name, provided such authorization has not been revoked. In The Seller’s right to collect such claims itself is not affected by the event foregoing. However, the Seller will not assert the claims itself and refrain from revoking the collection authorization as long as the Customer is properly meeting its payment obligations. However, if the Customer acts in contravention of the Buyer processing goods subject to retention of title together with other goodscontract – in particular, if it is in default in making a payment – the Supplier shall be entitled to co-ownership of Seller may demand that the new items in proportion Customer disclose to the value of Seller the goods subject assigned claims and the respective debtors, notify the re- spective debtors about the assignment, and fur- nish the Seller with all documentation and infor- mation that it needs in order to retention of title that have been processed compared to assert the other goods at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respectclaims. 3. 11.4 The Buyer may only sell Customer must support the goods supplied and Seller in steps to secure and, if necessary, enforce the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to Seller’s retention of title. The goods shall not be assigned as security If third parties assert rights to the subject of delivery or pledgedmake a disposition concerning it, nor shall any other decrees be permitted which infringe the Supplier’s rightsCustomer must promptly no- tify the Seller. 4. The Buyer shall herewith already assign 11.5 If the receivables due Customer is in default in payment or oth- erwise in serious breach of contract, the Seller is entitled to take back the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goodsdelivery. If the Buyer sells Seller takes back the goods subject to retention of title together with other goodsdelivery or places a lien on it, same does not constitute re- scission of contract. 11.6 If the Buyer shall assign the purchase price receivable for the goods subject to retention of title in fullthe aforementioned form is ineffective under the law of the destina- tion country, or the Customer shall assist to estab- lish a security right corresponding to the value provi- sions of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value)its country. 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 1 contract

Samples: General Terms and Conditions of Sale

Retention of Title. (1. The Supplier reserves the right to ) We shall retain the full title to the goods supplied by the Supplier and any items created by processing or finishing these goods until all of the Supplier’s current or future receivables due from silver that have been delivered until the Buyer and has discharged all claims arising from the business relationship which shall include any account balance and claims from refinancing or reverse promissory notes. (2) The Buyer shall have been settled the right to dispose of the silver delivered by us within the ordinary course of business. The authority granted hereunder shall cease in fullthe cases referred to in § 8 (4) above. Moreover, we may withdraw the sales authority of the Buyer through written notice if it shall be in breach of any obligation owed to us and shall in particular be in payment default or we shall become aware of other incidents that give rise to doubts about its creditworthiness. (3) The Buyer’s right to process the silver delivered shall also be subject to the limitations set out in subsection (2) above. The Buyer shall separately store and label not acquire title to the goods subject to extended fully or partly processed silver; the processing shall be free of charge for our benefit as Seller. If we should, for whatever reason, lose our rights under the retention of title, then its is hereby agreed between us and the Buyer that we shall acquire title upon processing of the silver and the Buyer shall remain custodian of the silver which shall be free of charge. 2(4) If the silver in which we have retained title shall be inseparably assembled or mixed with metals that are third party property, then we shall acquire co-title in the new silver or the mixed stock. The goods subject to proportion of title shall follow from the proportion of the invoice value of the silver delivered by us under retention of title are processed and finished the invoice value of the other silver. (5) Silver in which we shall acquire sole or co-title in accordance with subsection (3) and (4) shall, the same as with regard to the silver delivered under retention of title according to subsection (1) above, be regarded as silver delivered under retention of title for the Supplier as manufacturer purposes of the following paragraphs. (6) The Buyer hereby assigns to us all claims arising from the resale of the silver delivered under retention of title. Such claims shall also include claims against the bank which, within the meaning scope of Section 950 BGBsuch sale, without this creating an obligation shall have issued or confirmed a letter of credit for the Supplierbenefit of the Buyer (= reseller). We hereby accept such assignment. If the silver delivered under retention of title shall be a processed good or a mixed stock, where, in addition to the silver delivered by us, only such silver exist that are either the Buyer’s property or a third party property as a result of a (simple) retention of title, then the Buyer shall assign all of the claim arising from the resale. In the other case, i. e. in the event of a conflict between pre-assignment claims by other suppliers, we shall be entitled to receive any resale proceeds on a pro rata basis which shall be determined in proportion to the invoice value of our silver and the other processed or mixed silver. (7) Where our claims shall be undoubtedly be secured through the assignment and retention by more than 125%, any surplus of receivables and/or silver delivered under retention of title shall, upon demand of the Buyer, be released in accordance with our choice. (8) The Buyer shall be authorized to collect any receivables arising from the resale of silver. Such authority shall cease to exist in the event that there shall no longer be an ordinary course of business as defined in § 8 (4) above. Moreover, we may withdraw the Buyer’s authority to collect, if it shall be in breach of any obligation owed to us and shall in particular be in payment default or we shall become aware of other incidents that give rise to doubts about its creditworthiness. If the above authority shall cease to exist or be withdrawn by us, then the Buyer shall upon our demand immediately specify to us its debtors in the claims assigned and provide us with all information and documentation necessary for collection. (9) In the event of the Buyer processing goods subject to any third party action against our silver delivered under retention of title together with other goods, the Supplier shall be entitled to co-ownership of the new items in proportion to the value of the goods subject to retention of title that have been processed compared to the other goods at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating receivables assigned to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goodsus, the Buyer shall assign the purchase price receivable for the goods subject to retention notify such party of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier our property/our right and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of immediately inform us about such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actionsaction. The Buyer shall bear the costs of such any intervention. (10) If the Buyer shall be in breach of contract, in particular in payment default, then it shall, upon our demand, immediately return to us all silver delivered under retention of title and assign to us any repossession claims against any third party in conjunction with such silver. Any repossession or enforcement proceedings with regard to the silver delivered under retention of title shall not be regarded as a rescission of this Agreement. (11) In the cases referred to in § 8 (4) above, we may require the Buyer, to inform us about the claims arising from the resale that have been assigned to us in accordance with § 9 (6) above including its debtors. Following such information, we shall have the right to disclose the assignment as we consider appropriate.

Appears in 1 contract

Samples: General Terms and Conditions of Sale

Retention of Title. 1. The Supplier reserves the right to retain the title items pertaining to the goods supplied by Supplies ("Retained Goods") shall remain the PROCITEC's property until each and every claim the Supplier and any items created by processing or finishing these goods until all has against the Purchaser on account of the Supplier’s current or future receivables due from the Buyer and arising from the business relationship have has been settled in fullfulfilled. The Buyer If the combined value of PROCITEC's security interests exceeds the value of all secured claims by more than 20 %, PROCITEC shall separately store and label release a corresponding part of the goods subject security interest if so requested by the Purchaser; PROCITEC shall be entitled to extended retention of titlechoose which security interest it wishes to release. 2. The goods subject to For the duration of the retention of title are processed title, the Purchaser may not pledge the Retained Goods or use them as security, and finished resale shall be possible only for resellers in the Supplier ordinary course of their business and only on condition that the reseller receives payment from its customer or makes the transfer of property to the customer dependent upon the customer fulfilling its obligation to effect payment. 3. Should Purchaser resell Retained Goods, it assigns to PROCITEC, already today, all claims it will have against its customers out of the resale, including any collateral rights and all balance claims, as manufacturer within the meaning of Section 950 BGBsecurity, without any subsequent declarations to this creating an obligation for effect being necessary. If the Supplier. In the event of the Buyer processing goods subject to retention of title Retained Goods are sold on together with other items and no individual price has been agreed with respect to the Retained Goods, Purchaser shall assign to PROCITEC such fraction of the total price claim as is attributable to the price of the Retained Goods invoiced by PROCITEC. (a) Purchaser may process, amalgamate or combine Retained Goods with other items. Processing is made for Supplier. Purchaser shall store the new item thus created for PROCITEC, exercising the due care of a diligent business person. The new items are considered as Retained Goods. (b) Already today, PROCITEC and Purchaser agree that if Retained Goods are combined or amalgamated with other items that are not the property of PROCITEC, PROCITEC shall acquire co-ownership in the new item in proportion of the value of the Retained Goods combined or amalgamated to the other items at the time of combination or amalgamation. In this respect, the new items are considered as Retained Goods. (c) The provisions on the assignment of claims according to No. 3 above shall also apply to the new item. The assignment, however, shall only apply to the amount corresponding to the value invoiced by PROCITEC for the Retained Goods that have been processed, combined or amalgamated. (d) Where Purchaser combines Retained Goods with real estate or movable goods, it shall, without any further declaration being necessary to this effect, also assign to PROCITEC as security its claim to consideration for the combination, including all collateral rights for the pro- rata amount of the value the combined Retained Goods have on the other combined items at the time of the combination. 5. Until further notice, Purchaser may collect assigned claims relating to the resale. PROCITEC is entitled to withdraw Xxxxxxxxx's permission to collect funds for good reason, including, but not limited to delayed payment, suspension of payments, start of insolvency proceedings, protest or justified indications for overindebtedness or pending insolvency of Purchaser. In addition, PROCITEC may, upon expiry of an adequate period of notice disclose the assignment, realize the claims assigned and demand that Xxxxxxxxx informs its customer of the assignment. 6. The Purchaser shall inform PROCITEC forthwith of any seizure or other act of intervention by third parties. If a reasonable interest can be proven, Purchaser shall, without undue delay, provide Supplier with the information and/or Documents necessary to assert the claims it has against its customers. 7. Where the Purchaser fails to fulfill its duties, fails to make payment due, or otherwise violates its obligations PROCITEC shall be entitled to co-ownership rescind the contract and take back the Retained Goods in the case of continued failure following expiry of a reasonable remedy period set by PROCITEC; the new items in proportion to the value of the goods subject to retention of title statutory provisions providing that have been processed compared to the other goods at the time of processing or finishinga remedy period is not needed shall be unaffected. The Buyer Purchaser shall herewith already transfer be obliged to return the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3Retained Goods. The Buyer may only sell fact that PROCITEC takes back Retained Goods and/or exercises the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods , or has the Retained Goods seized, shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due construed to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds constitute a rescission of the goodscontract, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value)unless PROCITEC so expressly declares. 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 1 contract

Samples: General Conditions

Retention of Title. 1. The Supplier reserves goods shall remain the right to retain the title to the goods supplied by the Supplier and any items created by processing or finishing these goods until all property of the Supplier’s current or future seller until full payment of all receivables due from for the Buyer and delivery of goods arising from the business relationship have been settled in fullrelationship, including ancillary claims, damages as well as payment of cheques and bills of exchange. The Buyer shall separately store and label the goods subject to extended right of retention of titletitle shall remain even if individual claims by the seller are included in a current invoice and the balance is drawn and recognised. 2. The If the goods subject to supplied under retention of title are combined by the purchaser into a new movable, mixed or processed and finished asset, this shall be done for the Supplier as manufacturer within the meaning of Section 950 BGBseller, without this creating an obligation for him being liable as a result. By combining, mixing or processing the Supplier. In the event of the Buyer processing goods subject to retention of title together with other goods, the Supplier shall be entitled to co-purchaser does not acquire ownership of the new item in accordance with sections 947 ff. BGB. By combining, mixing or processing items that do not belong to the seller, the seller acquires ownership of the new item in proportion to the value of the his goods subject to under retention of title that have been processed compared in relation to the other goods at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respecttotal value. 3. The Buyer may only sell If a centralised authority is invoked in the business between the seller and purchaser, which assumes the risk guarantee, the seller shall transfer ownership on dispatch of the goods supplied and to the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or central authority subject to retention the condition of titlepayment of the purchase price by the central authority. The goods shall not purchaser will only be assigned as security or pledged, nor shall any other decrees be permitted which infringe released from their payment obligation upon payment by the Supplier’s rightscentral authority. 4. The Buyer shall herewith already assign the receivables due purchaser is entitled to the Supplier due to the Buyer selling on resell or further process the goods only under consideration of the following conditions: a) The purchaser may sell or any other legal reason relating to process the goods subject to under retention of title in the ordinary course of business, provided that his financial situation does not subsequently significantly deteriorate. b) The purchaser hereby assigns any claim with all ancillary rights arising from the resale of the goods under retention of title - including any balance claims - to the Supplier seller. The seller accepts this assignment. c) If the goods were combined, mixed or processed and the seller has acquired joint ownership by the amount of the invoiced value, then he shall be entitled to provide the latter with security purchase price in proportion to the value or proceeds of his rights to the goods. d) If the purchaser sells the claim within the framework of factoring, if they do not reach the purchaser will assign the claim against the factor replacing the original claim to the seller and will pass on its sales proceeds proportionately to the seller for the value of the rights of the seller of the goods. If The purchaser is obliged to disclose the Buyer sells assignment to the goods subject factor if it is more than 10 days past its due date with an invoice or if his financial situation deteriorates significantly. The seller accepts this assignment. e) The purchaser is authorised, provided it meets its payment obligations to retention recover the assigned receivables. The right to recover these claims shall expire in case of title together with other goodsdefault of payment by the purchaser or significant deterioration of the assets of the purchaser. In this case the seller is authorised by the purchaser to inform the customers of the assignment and recover the receivables. To assert the assigned claims, the Buyer purchaser shall assign provide the purchase price receivable for necessary information and permit verification of the goods subject to retention information. In particular, he shall provide the seller with a detailed listing of title in fullall outstanding claims with the names and addresses of customers, or to amount of each claim, invoice date, etc. 5. If the value of the processed goods subject to retention of title which are being sold in existing security provided for the event seller exceeds the total amount of the goods previously having been processed or finished together with goods not belonging to seller’s claims by more than 10%, then the Supplier. At a minimum, the value seller shall be obligated at the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligationspurchaser's request, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivablesto release securities at his discretion. 6. Should the value Pledging or transferring ownership of the securities exceed goods by way of security or the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be releasedassigned claims is inadmissible. The Buyer shall agree to insure seller should inform the goods supplied and items created therefrom against accidental damage or destruction, including risk creditor immediately of fire and theft, and provide any seizures naming the Supplier with proof creditor of such insurance upon requestthe seizure. 7. If the seller, in the exercise of its retention of title requests the delivery item back, this shall not automatically be deemed a withdrawal from the contract. The Buyer shall notify seller is free to sell the Supplier immediately about any third-party access to the returned goods subject to the retention of title or assigned receivables and provide all documents required for intervention of such actionsby private sale. 8. The Buyer purchaser shall bear store the costs goods under retention of title for the seller free of charge. He shall insure them against standard risks, such interventionas fire, theft and water within the usual scope. The purchaser hereby assigns his claims to the seller for damages from the above risks that he would be entitled to from the with respect to insurance companies or other obligated parties at the invoiced amount of the goods. The seller accepts the assignment. 9. All claims and rights arising from the retention of title of all special forms defined in these conditions shall remain until there is a complete release from contingent liabilities (check-bill of exchange) that the seller has incurred in the interest of the purchaser. The purchaser is in the case of sentence 1 as a matter of principle allowed to carry out factoring for his accounts receivables. However, he must inform the seller before incurring contingent liabilities.

Appears in 1 contract

Samples: Standard Conditions

Retention of Title. (1. ) The Supplier reserves Seller shall retain ownership of the right to retain the title to the goods supplied by the Supplier and any items created by processing or finishing these delivered goods until full payment of all of the Supplier’s current or future receivables due from the Buyer and arising from under the business relationship have been settled in fullbetween the Seller and the Purchaser. The Buyer shall separately store and label the goods subject to extended retention of title. 2. The goods subject to retention of title shall also apply if individual receivables are processed included in a current account and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplierbalance is drawn and recognized. In the event of conduct on the Buyer processing part of the Purchaser that violates the Agreement, in particular, in the event of default in payment, the Seller may repossess the delivered goods and the Seller shall be obliged to render up such goods, after the Seller has rescinded the Agreement. (2) The Purchaser shall reasonably insure the goods, which are subject to the title retention (secured goods), against all standard risks in particular, fire, break-in and water risks, and shall handle and store the goods with care. (3) The Purchaser shall promptly notify the Seller in writing concerning third party payment execu- tion measures relating to the secured goods and the receivables assigned in advance, and shall provide any documentation necessary for an intervention. (4) The Purchaser may resell the delivered goods in the ordinary course of title business. The Purchaser may not otherwise dispose over the delivered goods, in particular, pledge them or transfer them by way of security. (5) The Purchaser hereby assigns to the Seller any receivables relating to the secured goods deriv- ing from resale or other legal grounds, e.g. insurance or tort, up to an amount equivalent to the purchase price (including Value Added Tax), and the Seller hereby accepts such assignment. Notwithstanding the assignment and the Seller's right to collect such receivables, the Purchaser shall be entitled to collect the receivables as long as it meets it obligations vis-à- vis the Seller and the Purchaser’s financial situation does not deteriorate. However, should this occur, the Purchaser shall notify the Seller of the assigned receivables and the relevant debtors, provide any necessary information for collection thereof, furnish the Seller with the relevant documenta- tion and notify the debtors of the assignment. (6) Should the delivered goods be resold together with other goods that do not belong to the Seller, the Purchaser's receivables against the buyer shall be deemed assigned in an amount equiva- lent to the delivery price agreed between the Seller and the Purchaser (including Value Added Tax). Should the secured goods be processed by the Purchaser, the Seller shall be deemed the processor within the meaning of § 950 of the Germany Civil Code ("BGB"). Should the secured goods be combined with other goods, the Supplier Purchaser shall acquire proportionate co- ownership in the new goods created. Should the Purchaser acquire sole ownership of new goods, then it shall be entitled to deemed agreed that the Purchaser grants the Seller proportionate co-ownership of in the new items in proportion goods (7) The Seller agrees to release at the Purchaser's request the security to which it is entitled to the value of the goods subject to retention of title that have been processed compared to the other goods at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed extent that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the realizable value or proceeds of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due exceeds by more than 20%, % the Buyer may request for them receivables to be released. The Buyer secured; selec- tion of the security to be released shall agree to insure be the goods supplied and items created therefrom against accidental damage or destruction, including risk responsibility of fire and theft, and provide the Supplier with proof of such insurance upon requestSeller. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 1 contract

Samples: Terms and Conditions of Sale and Delivery

Retention of Title. 1. The Supplier reserves the right to retain the title to the goods supplied by the Supplier and any items created by processing or finishing these goods until all 18.1 Objects of the Supplier’s agreement that have been delivered remain INFASTAUB's property until the Customer has paid all current or and future receivables due from the Buyer and arising from the business relationship have been settled in full. The Buyer shall separately store and label the goods subject to extended retention of titleINFASTAUB. 2. 18.2 The Customer may mix, combine or connect the goods subject to retention of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplier. In the event of the Buyer processing goods subject to retention of title together by INFASTAUB with other goodsobjects during ordinary operations. If the goods are mixed, the Supplier combined or connected, it shall be deemed to have been agreed at this point that INFASTAUB shall be entitled to co-proportionate ownership of in the new items in proportion item mixed, combined or connected with the goods, which shall correspond to the value of the goods subject to retention of title that have been processed compared in relation to the value of the other goods at objects included in the time of processing or finishingmix, combination and connection. The Buyer Customer shall herewith already transfer store the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian item for the Supplier and act with the due diligence of a business person in this respect. 3INFASTAUB. The Buyer may only sell same applies if the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to Customer processes the goods subject to retention of title during ordinary operations. 18.3 The Customer may sell the goods subject to retention of title or shared ownership by INFASTAUB as part of an ordinary business transaction, unless the Customer has payment arrears or has defaulted on its payments. If the Customer has payment arrears, INFASTAUB may demand the release of the goods subject to retention of title without notice. The Customer shall not pledge the goods or use them as collateral. The Customer may only sell the goods abroad upon prior approval by INFASTAUB. Should the Customer sell goods subject to retention of title, it shall at this point and until the repayment of all receivables to INFASTAUB assign all of the rights due to the Supplier Customer from the sale regarding its own customers, including all ancillary rights, securities and retentions of title, to provide INFASTAUB. INFASTAUB may demand for the latter with security Customer to the value or proceeds notify its own customers of the assignment and provide INFASTAUB with all information and documents required for collection. However, the Customer may collect the receivables assigned to INFASTAUB as long as it does not have any payment arrears or defaults. If the Customer's receivables from the sale of the goods subject to retention of title by INFASTAUB are transferred to a current account, the Customer shall assign to INFASTAUB at this point in time its payment claims arising from the respective and/or recognised balance in the amount of the receivables from the sale of the goods subject to retention of title by INFASTAUB. If INFASTAUB has only shared ownership in the sold goods, if they do not reach the assignment stated above shall only apply in the amount of the value of the goodsshared ownership of INFASTAUB. If the Buyer sells goods subject to retention of title or shared ownership by INFASTAUB are sold together with other goods for a total price, the above assignment shall only apply in the amount of the invoice value of the goods subject to retention of title by INFASTAUB and/or in the amount of the value of the shared ownership of INFASTAUB. If the Customer is paid by cheque or bill of exchange for selling the goods subject to retention of title by INFASTAUB, the Customer shall assign to INFASTAUB at this point in time until the repayment of all receivables to INFASTAUB such cheques or bills of exchange. The customer shall diligently store cheques or bills of exchange for INFASTAUB and forward them to INFASTAUB immediately upon request. The provisions in the previous paragraph shall apply correspondingly in all other cases. 18.4 Should the value of the goods subject to retention of title together with the other goods, the Buyer shall assign the purchase price receivable for the goods subject securities provided to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities INFASTAUB exceed the Supplier’s receivables due or non-due to INFASTAUB for long periods by more than 2050%, INFASTAUB shall release them upon request by the Buyer may request for them Customer. The selection of the items to be released. The Buyer released shall agree to insure be at the goods supplied and items created therefrom against accidental damage or destruction, including risk discretion of fire and theft, and provide the Supplier with proof of such insurance upon requestINFASTAUB. 7. 18.5 The Buyer Customer shall notify the Supplier immediately about any third-party access to INFASTAUB as quickly as possible and raise an appeal if the goods subject to retention of title or assigned other items or receivables in which INFASTAUB holds any rights are seized by third parties or other impairments are to be expected. Such notification shall be accompanied by the relevant documentation. The Customer shall reimburse INFASTAUB for any costs incurred by INFASTAUB due to such incidents. If the Customer fails to provide such notification, it shall be liable to compensate INFASTAUB for any damage resulting from such failure. This shall not apply if the failure to provide notification is beyond the Customer's control. The Customer's liability to pay compensation shall relate to any damages and provide all documents expenses incurred by INFASTAUB from or in connection with the enforcement of its ownership rights. This shall also include necessary and reasonable fees for legal advice and representation for INFASTAUB. 18.6 Should special measures be required for intervention to ensure the effectiveness of the above-stated retention of title and other rights held by INFASTAUB in the import countries of foreign deliveries, the Customer shall notify INFASTAUB of such actionsfact and implement such measures at its own cost. Should the laws of the import country prohibit a retention of title, a security corresponding with the retention of title or assignment in this country shall be deemed to have been agreed. The Buyer shall bear Customer's above duty to cooperate in the costs creation and justification of such interventioncomparable security shall apply accordingly. Should it be impossible to secure INFASTAUB's claims against the Customer in an equal amount in this manner, the Customer shall, at its own cost, provide INFASTAUB with other securities in the goods delivered or other securities.

Appears in 1 contract

Samples: General Terms and Conditions of Business

Retention of Title. 18.1 We shall retain title in all delivered goods until payment of all our receivables under the business relationship. The Supplier reserves This shall apply even if the right to retain the title to the purchase price for certain deliveries of goods supplied is paid by the Supplier and any items created by processing party placing the order, for in this event the retention of title shall serve as security for our balance of receivables (Saldoforderungen). 8.2 Processing or finishing these goods until all alteration of the Supplier’s current or future receivables due from the Buyer and arising from the business relationship have been settled in full. The Buyer shall separately store and label the goods subject to extended retention of titletitle by the Purchaser is always done in our name. 2. The 8.3 If goods subject to retention of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGBprocessed, without this creating an obligation for the Supplier. In the event of the Buyer processing goods subject compounded to retention of title together or inseparably mixed with other goodsitems not owned by us, the Supplier we shall be entitled to acquire co-ownership of in the new items product in proportion to the value of the goods subject to retention of title that have been processed compared (final invoice amount less turnover tax) to the other goods at the time of processing processing, compounding or finishingmixing, as the case may be. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to If the goods subject to retention of title to the Supplier to provide the latter with security to the value are compounded or proceeds mixed in such a way that goods of the goodspurchaser may be considered as being the principal product, if they do we agree with the Purchaser in advance, that the Purchaser shall transfer proportionate co- ownership in the new product to us. We hereby accept this transfer. Such sole ownership or co-ownership in a product shall be maintained for us by the Purchaser free of charge. 8.4 The goods delivered by us may be resold in the ordinary course of business by the Purchaser, provided he is not reach the value of the goodsin default. If the Buyer sells the The goods subject to the retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention may not be pledged or transferred by way of title in full, or to the value of the processed goods subject to retention of title which are being sold in security. In the event of breaches of its duties by the goods previously having been processed or finished together with goods not belonging Purchaser, in particular in the case of delayed payment, we shall be entitled, after a reasonable period of grace allowed to the SupplierPurchaser for performance has elapsed without result, to withdraw from the contract and take back the goods; this shall not affect the statutory provisions concerning cases where it is not necessary to allow a period of grace. At a minimum, the value The Purchaser shall be obliged to surrender the price agreed between the Supplier and Buyer (total value)goods. 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. 8.5 The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value Purchaser hereby assigns to us by way of the securities exceed the Supplier’s security all receivables due resulting from resale or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access other legal grounds in relation to the goods subject to the retention of title or assigned title. This assignment of receivables shall also cover any and all of the Purchaser’s receivables in relation to the closing balance of any current account agreed between the Purchaser and its customers. We hereby accept this assignment. 8.6 Upon request, the Purchaser shall disclose any assignment of receivables and provide all documents required any desired information concerning the receivables assigned to us by submitting the relevant receipts. 8.7 We authorise the Purchaser to collect for intervention our account and in its own interest the receivables assigned to us. Such authorisation may be revoked if the Purchaser does not properly meet its payment obligations. It shall expire if an insolvency petition is filed against the Purchaser, unless such application is obviously inadmissible or unsubstantiated. The Purchaser shall then promptly pass on to us any amounts collected for us, insofar as our receivables are due and payable. 8.8 Should the value of our security (including the advance assignments) exceed our receivables by 20%, we shall, at the request of the Purchaser, release the security exceeding such percentage, with the selection of such actions. The Buyer shall bear the costs of such interventionsecurity to be at our discretion.

Appears in 1 contract

Samples: Order Agreement

Retention of Title. 1a) We shall retain title in all delivered goods until payment of all our receivables under the business relationship. The Supplier reserves This shall apply even if the right to retain the title to the purchase price for certain deliveries of goods supplied is paid by the Supplier and any items created by processing party placing the order, for in this event the retention of title shall serve as security for our balance of receivables (Saldoforderungen). b) Processing or finishing these goods until all alteration of the Supplier’s current or future receivables due from the Buyer and arising from the business relationship have been settled in full. The Buyer shall separately store and label the goods subject to extended retention of titletitle by the purchaser is always done in our name. 2. The c) If goods subject to retention of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplier. In the event of the Buyer processing goods subject to retention of title together with other goodsgoods not owned by us, the Supplier we shall be entitled to acquire co-ownership of in the new items product in proportion to the value of the goods subject to retention of title that have been processed compared (final invoice amount including turnover tax) to the other processed goods at the time of processing or finishingprocessing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to If the goods subject to retention of title are inseparably compounded or mixed with other goods subject to retention of title, we shall acquire co-ownership in the Supplier to provide the latter with security new product in proportion to the value or proceeds of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with (final invoice amount including turnover tax) to the other goods, compounded or mixed goods at the Buyer shall assign the purchase price receivable for time of compounding or mixing. If the goods subject to retention of title are compounded or mixed in full, or to the value such a way that goods of the processed purchaser may be considered as being the principal product, we agree with the purchaser in advance, that the purchaser shall transfer proportionate co-ownership in the new product to us. We hereby accept this transfer. Such sole ownership or co-ownership in a product shall be maintained for us by the purchaser free of charge. d) The goods delivered by us may be resold in the ordinary course of business by the party placing the order, provided it is not in default. The goods subject to the retention of title which are being sold in the event may not be pledged or transferred by way of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value)security. 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. e) The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value Seller hereby assigns to us by way of the securities exceed the Supplier’s security all receivables due resulting from resale or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access other legal grounds in relation to the goods subject to the retention of title or assigned title. This assignment of receivables shall also cover any and all of the Purchaser’s receivables in relation to the closing balance of any current account agreed between the Seller and its customers. We hereby accept this transfer f) Upon request, the Seller shall disclose any assignment of receivables and provide all documents required any desired information concerning the receivables assigned to us by submitting the relevant receipts. g) We authorise the Seller to collect for intervention our account and in its own interest the receivables assigned to us. Such authorisation may be revoked only if the Seller does not properly meet its payment obligations. The authorisation shall expire if insolvency proceedings are commenced over the assets of the Seller or if an insolvency petition is filed against it. The Purchaser shall promptly pass on to the Seller any amounts collected for the Seller, insofar as the Seller’s receivables are due and payable. h) Should the value of our security (including the requirements) exceed our receivables by 20%, we shall, at the request of the party placing the order, release the security exceeding such percentage, with the selection of such actions. The Buyer shall bear the costs of such interventionsecurity to be at our discretion.

Appears in 1 contract

Samples: Standard Terms and Conditions of Payment and Delivery

Retention of Title. 1. The Supplier reserves a) We shall retain title of all delivered goods (goods delivered under retention of title) until the right to retain the title to the goods supplied by the Supplier and any items created by processing or finishing these goods until customer has discharged all of the Supplier’s current or future receivables due from the Buyer and claims arising from the business relationship have , in particular those arising from any account balance. This shall also apply when payments are made on specifically designated claims. Should the customer come to be in default, we shall be entitled to demand the surrender of the delivered goods at the customer’s expense. We shall be entitled to withdraw from the agreement, if an order for the commencement of insolvency proceedings has been settled made in fullregard to the customer’s assets . b) Any taking back of goods and/or assertion of retention of title rights shall be considered a withdrawal from the agreement only upon our express declaration to that effect.. c) The customer shall undertake any processing of delivered goods always for our benefit. The Buyer shall separately store and label Should the goods subject delivered under retention of title be inseparably processed or mixed with goods that are the property of others, then we shall acquire co-title in the new goods in proportion of the invoice value of the goods and the invoice value of the other processed or mixed goods at the time of processing. d) If we should lose our rights under the retention of title through combining or mixing, the customer shall hereby transfer to extended us the ownership of the new goods to the extent of the invoice value of the goods delivered under retention of title. 2, and shall take custody of these free of charge. The Any goods subject to in which we acquire rights of co-title shall be considered goods delivered under retention of title are processed and finished for in the Supplier as manufacturer sense of letter a). e) The customer may sell the goods delivered under retention of title only within the meaning ordinary course of Section 950 BGBbusiness under his normal Terms and Conditions and as long as he is not in default, without this creating an obligation for provided that claims arising from the Supplierresale of goods according to letters f) and g) shall be assigned to us. In the event He shall not be entitled to dispose of the Buyer processing goods subject delivered under retention of title in other ways. f) The customer hereby assigns to us all claims arising from the resale of goods delivered under retention of title. They shall serve as security to the same extent as the goods delivered under retention of title, and we hereby accept the assignment. g) Should the customer sell the goods delivered under retention of title together with other goodsgoods not delivered by us, the Supplier assignment of claims arising from the resale shall be entitled only apply to the amount of the invoice value of the respective goods delivered under retention of title. For the sale of goods in which we hold co-ownership title, according to letter b), the claim shall only apply to the share of this co- title. h) The customer shall have the right to collect receivables from the sale of goods according to letters e) and f) until withdrawal on our part.. In the cases mentioned under section 8. we shall have the right to withdraw, if the customer comes to be in default, if an order for commencement of insolvency proceedings was issued or in case of suspension of payment.. In these cases the customer shall immediately make known to us the assigned claims and debtors therein, make all statements necessary for collection, hand over all relevant documents and inform the debtors of the new items in proportion assignment. Under no circumstances shall the customer be authorized to assign these claims. i) Should the value of existing collateral exceed the value of the goods subject to retention of title that have been processed compared to the other goods at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due secured claims by more than 20%, we shall be obligated to the Buyer may request for them release of collateral of our choice to be released. that extent.. The Buyer customer shall agree to insure immediately notify us in the goods supplied and items created therefrom against accidental damage event of seizure or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon requestother third party encroachments. 7. The Buyer shall notify j) Should the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required in this form not be fully effective for intervention of such actions. The Buyer shall bear the costs of such intervention.legal reasons,

Appears in 1 contract

Samples: Terms of Sale and Delivery

Retention of Title. 1. The Supplier reserves 12.1 We shall retain ownership of the right to retain the title to the goods supplied by the Supplier and any items created by processing or finishing these delivered goods until the moment of complete repayment of all of the Supplier’s current or future receivables due from the Buyer claims that have arisen and arising continue to arise from the business relationship have been settled in full. The Buyer shall separately store or other legal grounds between us and label the goods subject to extended retention of titleBuyer. 2. The goods subject to 12.2 If the validity of this retention of title are processed and finished for is subject to special conditions or formal requirements in the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplier. In the event country of the Buyer's domicile, the Buyer processing is obligated to ensure these are fulfilled at his own expense. 12.3 The Buyer is only entitled to dispose of the delivered goods subject in the ordinary course of business; other dispositions, such as pledging or transferring ownership, are not permitted. 12.4 The delivered goods shall be processed on our behalf without leading to retention of title together any obligations on our part. If our goods are processed, combined or mixed with other goodsgoods that do not belong to us by the Buyer, the Supplier we shall be entitled to assume co-ownership of the new items item in proportion to the ratio of the value of the goods subject to retention of title that have been processed compared to the other goods at the time of processing they were processed, combined or finishingmixed. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that If the Buyer holds acquires sole ownership of the new item, we hereby agree that he shall grant us co-ownership of the latter in the ratio of the value of the processed, combined or mixed goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe title to the Supplier’s rightsvalue of the new item and store the new item for us free of charge. 4. 12.5 The Buyer shall herewith already assign hereby assigns the receivables due to from the Supplier due to the Buyer selling on the goods or any other legal reason relating to resale of the goods subject to retention of title to us as of now, regardless of whether the Supplier to provide the latter with security to the value sale takes place without or proceeds of the goodsafter processing, if they do not reach the value of the goodscombining or mixing. We accept this assignment. If the Buyer sells the goods subject to retention of title together are sold after processing, combining or mixing with other goodsgoods not belonging to us, the Buyer assignment of the receivables shall assign apply up to the purchase price receivable for the value of our goods subject to retention of title in fulltitle. The Buyers is entitled to collect receivables from the resale as long as he continues to fulfil his obligations from the contract. We must be immediately informed of any measures or circumstances that pose a risk to our security rights, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value)including all details. 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should 12.6 If the value of the securities exceed held by us exceeds the Supplier’s receivables due or non-due by total value of more than 20%, we are required to release securities at our discretion at the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon Buyer's request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 1 contract

Samples: Terms of Delivery and Payment

Retention of Title. 1. The Supplier retains ownership on any products delivered until each and every account and claim against the Customer to which the Supplier is entitled under the business relationship has been duly satisfied (such product hereinafter: product subject to retention of title). The Customer shall be obliged to treat the products subject to retention of title carefully and shall undertake to effect a reinstatement value insurance for the products against damages caused by fire, water or theft at its own expense. 2. The Customer shall be entitled to resell and to use the products subject to retention of title within the normal course of Customer’s business, provided that the Customer is not in default of payment; furthermore, the Customer for the duration of the retention of title may not pledge said products or assign them as a security. The Customer hereby assigns to the Supplier as security any and all claims arising from the resale of or any other legal basis connected to the products (includ- ing, but not limited to claims arising from insurance contracts or on grounds of tortuous acts); Supplier hereby accepts the assignment which shall also include any balance claims of current accounts. The Supplier hereby revocably authorises the Customer to collect any of such assigned claims on the Customers own be- half and for its own account; the Supplier reserves the right to retain revoke this authorisation which applies in particular if the title Customer does not fulfil its payment obligations. The Customer shall not be entitled to assign such claims, including an assignment for the goods supplied purpose of collecting the claims by the Supplier and any items created by way of factoring. 3. Any processing or finishing these goods until all and/or transforming of the Supplier’s current or future receivables due from the Buyer and arising from the business relationship have been settled in full. The Buyer shall separately store and label the goods subject to extended retention of title. 2. The goods products subject to retention of title shall take place on the sole behalf of the Supplier. If said products are processed so as to form a new product together with goods or items which do not belong to the Supplier, the Supplier shall acquire joint ownership in such new products in proportion of the value of the products sub- ject to retention of title (amount of invoice including VAT) to the total value of the other items used (the point of time at which the event occurred is decisive here). The terms under this entire Sec. IX applicable to the products subject to retention of title shall apply analogously to the items arising from such processing. 4. If the products subject to retention of title have been intermixed or mingled with other items which do not belong to the Supplier, Supplier shall acquire joint ownership in such new products in proportion of the value of the retained goods (amount of invoice including VAT) to the total value of the other items used at the time of intermixing or mingling. If the products subject to retention of title have been combined in such a way, that the item belonging to the Customer is regard- ed as the main constituent it shall be agreed that the Customer shall assign the proportionate ownership to the Supplier. 5. It shall be the Customer’s secondary contractual duty to store the products underlying the Supplier’s ownership or joint ownership free of any costs and finished charges for the Supplier. 6. Claims against third parties arising from a combination of the products subject to retention of title with a plot of land shall be also assigned to the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation security for the Supplier’s claims mentioned in Sec. IX. 7. On the Supplier’s request, the Customer shall inform the Supplier immediately to whom the Customer sold the products underlying the Supplier’s ownership or joint ownership and which claims may result from the resale, as well as provide the Supplier at its own expense with an officially authenticated document stipulating the assignment of the claims. 8. The Customer shall be not allowed to dispose otherwise of the products subject to retention of title or products underlying the Supplier’s joint ownership. the Customer shall inform the Supplier forthwith of any seizure or other act of intervention by third parties. The Customer shall be obliged to reimburse the Supplier for all costs related to the recovery by third par- ties of the products subject to retention of title and the claims. 9. In the event of the Buyer processing goods subject Customer’s delay with payment or of a breach of essential contractual obligations due to retention at least negli- gence, the Supplier reserves the right to claim restitution of title together with other goodsthe products underlying the Supplier’s sole or joint ownership. The assertion of such claim shall only be considered rescission of the contract if this is expressly declared by the Supplier. 10. In case of a court order to institute bankruptcy proceedings, the refusal of a court to institute such proceedings due to lack of sufficient assets or a justified petition in bankruptcy, the Supplier shall be entitled to co-ownership rescind the contract and to demand instant restitution of his products and deliveries. 11. If the combined value of the new items in proportion to Supplier’s security interest exceeds the value of the goods subject to retention of title that have been processed compared to the other goods at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due all secured claims by more than 2010 %, the Buyer may request for them to be released. The Buyer Supplier shall agree to insure release a corresponding article or item of the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide security interest if so requested by the Supplier with proof of such insurance upon requestCustomer. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 1 contract

Samples: General Terms and Conditions

Retention of Title. 1a) The delivered goods shall remain the property of the Seller until the Buyer has completely paid the purchase price and settled all other receivables of the Seller vis-à-vis the Buyer. The Supplier reserves In case of current accounts, the right reservation of title serves to retain secure the title Seller's outstanding balance claims. In case of a breach of contract by the Buyer, in particular in case of a failure to pay the due purchase price, the Seller is entitled to withdraw from the contract pursuant to the goods supplied by the Supplier statutory provisions and any items created by processing or finishing these goods until all to demand surrender of the Supplier’s current or future receivables due from goods based on the Buyer and arising from the business relationship have been settled in full. The Buyer shall separately store and label the goods subject to extended retention of title. 2. The goods subject to retention of title are processed and finished the withdrawal. If the Buyer fails to pay the due purchase price, the Seller may only assert these rights if the Seller has previously set the Buyer an appropriate payment deadline which has expired without success or if it is unnecessary to set such a deadline pursuant to the statutory provisions. b) Any processing of the delivered goods by the Buyer for the Supplier Seller as the manufacturer within the meaning of Section Sec. 950 BGB, without shall not bind the Seller. If the goods under retention of title are combined or inseparably mixed with other objects which do not belong to the Seller to form a new uniform object and if this creating an obligation object is to be seen as the main object, the Buyer transfers to the Seller pro rata co- ownership insofar as the main object belongs to it. The Buyer keeps the joint property so created for the SupplierSeller free of charge. c) The Buyer is entitled to sell, reprocess or convert the goods under retention of title in the ordinary course of business until the Seller withdraws from the contract pursuant to the above clause 9.a). In The Buyer hereby already assigns any receivables resulting therefrom to the event of Seller. If the Buyer processing resells goods subject to under retention of title together with goods from other goodssuppliers, the Supplier Buyer shall be entitled only assign to the Seller its receivables from such resale of goods initially sold under retention of title in the amount stated in the Seller's invoice. If the objects in which the Seller has a co-ownership of share pursuant to clause 9.b) are resold, the new items in proportion assignment applies only to the value amount of this co- ownership share. The assigned receivables shall serve as security to the same extent as the goods subject to retention of title that have been processed compared to the other goods at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to under retention of title. The goods shall not be If an assigned as security or pledgedreceivable is included into a current account, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith hereby already assign the receivables due assigns to the Supplier due Seller that part of the balance from the current account which is equivalent to the Buyer selling on amount of such receivable. Until the goods or any other legal reason relating Seller's withdrawal pursuant to the goods subject above clause 9.a), the Buyer is entitled to retention collect the assigned receivable. At the request of title the Seller, the Buyer is obliged to disclose the Supplier advance assignment of receivables to its customers and to provide the latter Seller with security the information and documents required to assert the value or proceeds of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value)rights accordingly. 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should d) If the value of the securities exceed provided for the Supplier’s Seller exceeds the amount of its receivables due or non-due by more than 2010%, the Buyer may Seller is obliged to release certain securities of its choice upon request for them to be released. of the Buyer. e) The Buyer is not entitled to otherwise dispose of the goods under retention of title, particularly not to pledge or assign them as security, or to assign the receivables pursuant to clause 9.c) in another way. Should the goods under retention of title be attached or seized, the Buyer shall agree point out that this is the property of the Seller and shall inform the Seller without undue delay. f) The Buyer is obliged to sufficiently insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to under retention of title or assigned receivables at its own cost against all usual risks, in particular against fire, burglary and provide water damage and to handle such goods with all documents required for intervention of such actions. The Buyer shall bear the costs of such interventiondue care and to ensure proper storage.

Appears in 1 contract

Samples: General Terms and Conditions of Sale

Retention of Title. 1Supplied Goods shall remain Seller’s property until fulfilment by Customer of its payment obligations as described above As such: (a) If Goods are processed combined, and/or mixed by Customer vvith other goods belonging to him, then Xxxxxx has the entire ovvnership on the nevv goods. The Supplier reserves If Goods are processed, combined, and/or mixed by Customer vvith other goods belonging to other suppliers, then Seller has a joint ovvnership right in the right to retain vvhole value of the title nevvgoods vvith such suppliers. In such case, Xxxxxx’s ovvnership shall be calculated on the basis of the ratio of the invoiced value of the Goods to the goods supplied by invoiced value of all goods, vvhich vvere used for manufacturing the Supplier nevv goods. (b) As long as Customer is not in default and any items created by processing or finishing these goods until all 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 vvork, labour and material is herein regarded as a resale. (c) Customer’s receivables arising out of the Supplierresale of Goods are already assigned, for security purposes, exclusively to Seller Customer is entitled to collect the receivables from reselling, unless Seller vvithdravvs the direct debit authorisation in case of any doubt about Customer’s current solvency and/or financial credibility or future receivables due from the Buyer and arising from the business relationship have been settled if Customer is in full. The Buyer shall separately store and label the goods subject to extended retention arrears on any of title. 2. The goods subject to retention of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplier. its payments In the event Seller vvithdravvs the direct debit authorisation, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the ovvner of the Buyer processing goods subject Goods, (ii) and to retention of title together with other goods, the Supplier give Seller all information and documents necessary in order to establish and confirm Seller’s rights vvith respect to third parties. Customer shall be entitled obligated to co-ownership of inform Seller vvithout delay about any garnishment and/or any other actions adversely affecting the new items in proportion to 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 vvith the unloading, correct handling and suitable storage of Goods and/or the nevv goods subject as described in Article 6 a) above. Moreover, Customer undertakes (i) to retention of title that have been processed compared take a general liability all risks insurance policy, at its ovvn cost, including coverage as to the other deterioration and/or theft of all or a part of Goods and/or of the nevv goods and (ii) provide to Seller, at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combiningits first request, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied certificate confirming both such insurance coverage and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds payment of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value)insurance premium related thereto. 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 1 contract

Samples: General Conditions of Sale

Retention of Title. 1. 3.1 The Supplier reserves the right to retain Seller retains the title to the goods supplied by the Supplier and any items created by processing or finishing these goods products delivered until all payment of the Supplier’s current or future receivables due from the Buyer and arising total claim from the business relationship have transaction has been settled in fulleffected. This shall also be applicable if payment is made for particularly identified supplies. In case of payment per cheque or bill, the retention of title only expires when a potential cheque or bill-related liability on part of the Seller has expired. In case of current accounts, the retained title to the products (goods subject to retention of title) shall serve as security for the Seller's balance claim. The Buyer shall separately store and label the goods treat good subject to extended retention of titletitle with care. 2. The 3.2 If goods subject to retention of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplier. In the event of the Buyer processing goods subject to retention of title together with other goods, the Supplier shall be entitled to co-ownership of the new items in proportion to the value of the goods subject to retention of title that have been processed compared to the other goods at the time of processing and/or combined or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together mixed with other goods, the Buyer shall immediately assign any rights of property or co-property to the purchase price receivable for resulting goods to the Seller; this shall not result in any obligations on part of the Seller. The newly created goods shall be considered as goods subject to retention of title in full, or to the value terms of the processed present Conditions. 3.3 The Buyer may dispose of goods subject to retention of title which are being sold in the event ordinary course of business. Any other dispositions, particularly pledging and transfer by way of security of goods subject to retention of title shall be prohibited. As soon as upon conclusion of the goods previously having been processed or finished together with goods not belonging relevant delivery agreement, the Buyer shall assign to the Supplier. At a minimumSeller any claims, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as including any additional rights to which the Buyer meets is entitled opposite its obligationsclients and which result from sales or otherwise, by way of security up to the assignment shall be treated as a silent assignment and amount of open claims on part of the Buyer may collect the receivableSeller. The Buyer shall separately book be entitled to collect any assigned claims in the ordinary course of business. Upon request, the Buyer shall provide any information and manage documents required by the payments received on Seller for the assigned receivablesassertion of rights against its customer. 6. Should 3.4 If the value of claims assigned by the securities exceed Buyer by way of security and the Supplier’s receivables due or non-due value of goods subject to retention of title exceeds the Seller's total claim by more than 20%, the Buyer may request for them the release or retransfer of excessive securities. 3.5 The Seller's authorization to be released. The Buyer sell goods subject to retention of title and collect claims which may have arisen shall agree to insure expire in case of non-compliance with the goods supplied and items created therefrom against accidental damage or destructionpayment conditions, including risk of fire and theftunauthorized dispositions, and provide if insolvency proceedings against the Supplier with proof Buyer are applied for. In such case the Seller shall be entitled to immediately take possession of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title. 3.6 Should third parties take possession of goods subject to retention of title, the Buyer shall inform such third parties of the Seller's property title or assigned receivables and provide all documents required for intervention notify the Seller immediately. 3.7 If the Seller utilizes its right to retention of title by withdrawal of goods subject to retention of title, the Seller shall be entitled to freely dispose of such actionsgoods or have them auctioned. The Buyer shall bear Additional claims for damages, in particular for loss of profit, are reserved by the costs of such interventionSeller.

Appears in 1 contract

Samples: Terms of Service

Retention of Title. (1. The Supplier reserves the right to ) We retain the title to the goods supplied by until full payment of all claims under the Supplier Contract and any items created by processing or finishing these goods until all of the Supplier’s current or future receivables due from the Buyer and arising from the an ongoing business relationship have been settled in full. The Buyer shall separately store and label the goods subject to extended retention of titlerelationship. (2. ) The goods subject to retention of title are processed and finished for the Supplier may neither be pledged to third parties nor transferred as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplier. In the event secu- rity prior to full payment of the Buyer processing secured claims. The Purchaser must inform us without undue delay in wri- ting if and the extent to which third parties seize the goods which are the subject to of retention of title together with other goodstitle. (3) In case of conduct in breach of contract by the Purchaser, especially non-payment of the Supplier shall purchase price due, we will be entitled in accordance with the statutory regulations to co-ownership rescind the contract and xx- xxxx surrender of the new items in proportion to good based on the value of the goods subject to retention of title that have been processed compared to the other goods at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall demand for surrender does not be assigned as security or pledgedcontain a declaration of rescission at the same time. We are, nor shall any other decrees be permitted which infringe in fact, entitled to demand the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on surrender of the goods or any other legal reason relating only and to reserve the goods subject to retention right of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goodsrescission. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign Purchaser does not pay the purchase price receivable due, we can exercise these rights only if we have previously set the Purchaser a reasonable period for payment without result or the setting of such a period may be dispensed with in accordance with the statutory pro- visions. (4) The Purchaser is entitled to sell-on and/or process the goods which are subject to retention of title in fullthe normal course of business. In that event, the fol- lowing provisions apply in addition: a) The retention of title extends also to products ari- sing by processing, mixing or combination with our goods in their full value, we being deemed to be manufacturer. If in the value course of processing, mixing or combination with goods of third party owners, their ownership survives, we acquire co- ownership in the proportion of the processed invoice values of the processed, mixed or combined goods. In addition, the same applies for the resulting pro- duct as for goods delivered subject to retention of title which are being sold in title. b) The claims against third parties arising from the event sale of the goods previously having been processed or finished together products are hereby assig- xxx in full by the Purchaser to us as security. We accept this assignment. The obligations of the Purchaser under Clause 6 (2) also apply with goods not belonging re- gard to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value)assigned claims. 5c) The Purchaser remains, with us, entitled to collect the claims. As We undertake not to collect the claims as long as the Buyer Purchaser meets its obligationspayment ob- ligations to us, does not fall into delay, no appli- cation for the opening of insolvency proceedings is made and no other deficiency in its capacity to perform arises. If that is, however, the assignment shall be treated as a silent assignment and case, we can demand that the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on Purchaser informs us of the assigned receivablesclaims and of the debtors thereof, provi- des all data necessary for the collection of same, hands over the associated documents and notifies the debtors (third parties) of the assignment. 6. Should d) If the realisable value of the securities exceed the Supplier’s receivables due or non-due security exceeds our claims by more than 2010%, we will, on request of the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destructionPurchaser in writing, including risk of fire and theft, and provide the Supplier with proof of such insurance upon requestrelease security at our choice. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 1 contract

Samples: General Terms and Conditions of Sale

Retention of Title. The Goods shall remain Seller’s sole and absolute property as legal and equitable owner until Customer’s full payment for the goods and all other Goods and services supplied to Customer including all claims for damages, supplementary claims and until clearing of bills of exchange and cheques. Customer is entitled to process and resell the Goods in the ordinary course of business - in accordance with the following provisions: 1. The Supplier reserves Customer acknowledges that he is in possession of the right Goods solely as fiduciary and bailee for Seller; He is obliged at his own expense to retain store the title Goods safely and take every care to protect the interest of the owner, and to insure the Goods. Customer assigns his future insurance claims to Seller to the goods supplied by the Supplier and any items created by processing or finishing these goods until all amount of the Supplierunpaid Xxxxxx’s current or future receivables due lien, he agrees that Seller will cash the policy and on our request, Customer shall hand over the insurance policy to Seller so that Seller is enabled to claim directly from the Buyer and arising from the business relationship have been settled in full. The Buyer shall separately store and label the goods subject to extended retention of titleinsurer. 2. As long as Customer fulfils his obligations to us properly, he is entitled to dispose freely of the Goods in the ordinary course of business until Seller withdraws this entitlement which is possible any time. Customer assigns all his future claims, security rights and subsidiary claims resulting from his joint contract and business relations that arise from his resale of the unpaid goods by way of security. The goods subject assignment refers to retention the proportional amount of title are processed and finished for our invoice in the Supplier as manufacturer within ratio of the meaning of Section 950 BGB, without this creating an obligation for the Supplierresold partially resold privileged property. This applies correspondingly to unpaid Goods that Seller owns proportionally. In case that Customer uses the event reserved goods to process objects that are in a third party’s property, Customer assigns all his future claims against the third party to us by way of security. The right of resale is not given in the case of a prohibition of assignment between our Customer and his buyer concerning the claim of the Buyer processing goods subject to retention of title together with other goods, the Supplier shall be purchase price. Furthermore Customer is not entitled to co-ownership pledge our reserved goods or to burden them any other way or to assign them to a third party by way of the new items in proportion to the value of the goods subject to retention of title that have been processed compared to the other goods at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respectsecurity. 3. Customer may manufacture the unpaid Goods only as Seller’s agent. The Buyer may only sell new product will become the privileged property of Seller. If our unpaid Goods are mixed or manufactured together with other goods supplied that are in the property of a third party, the said resulting product shall become or be deemed to be owned by us in common with the other party in proportional share of the invoice value of our unpaid goods and the items created from processing invoice value of the other party’s goods. This applies correspondingly to admixture or finishing, combining, blending union of our unpaid Goods and mixing these other goods during the proper course of business and that are in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rightsCustomer‘s property. 4. The Buyer shall herewith already assign Seller may withdraw from the receivables due Contract and reclaim the Goods as soon as the payment for them becomes overdue, without having to rescind the Supplier due to Contract and Customer has not provided a sufficient security in accordance with no. 5 of these Conditions. Seller may for the Buyer selling on purpose of inspection or recovery of the goods Goods enter upon Customer’s premises or any other legal reason relating place where the Goods are stored. Customer in this case waives the defence of trespass to the goods subject to retention chattels. The recovery of title to the Supplier to provide the latter with security to the value or proceeds our unpaid Goods shall not be a cancellation of the goods, if they do not reach the value Contract unless expressly announced. The costs of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value recovery shall be for Customer’s account. Seller is entitled to sell the price agreed between resumed Goods at best; by auction or by open-market sale. Seller can charge the Supplier and Buyer (total value)proceeds against our claims. 5. As long as If Seller may fear that his demands will not be met, Xxxxxxxx has - on Seller’s demand - to inform his customers about the Buyer meets its obligationsassignments, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book he has to support us with all necessary information and manage the payments received on the assigned receivablesall relevant documents so that we are enabled to contact their customers directly. 6. Should If the value of the securities that belong to us in accordance with the foregoing provisions exceed the Supplier’s receivables due or non-due by secured claims against Customer more than 2020 %, Customer is entitled to demand release of securities to that extent. The choice of the Buyer may request for them securities to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon requestreleased in this case is ours. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 1 contract

Samples: General Terms and Conditions

Retention of Title. 1. The Supplier reserves the right to retain the Seller retains title to the goods supplied sold until effective payment of the full price, including principal and accessories. The delivery of an instrument creating an obligation to pay (such as a bank draft) shall not constitute payment within the meaning of this provision. The failure to pay any instalment may result in repossession of the goods. This right shall extend to any merchandise delivered by the Supplier Seller and in stock at the Customer’s premises. The Customer is obligated to preserve such goods in perfect condition and in such a way as to enable them to be identified individually. The Customer is also obligated to insure the goods pursuant to customary terms against the usual risks and to notify the Seller immediately if any items created by processing event occurs that could damage the merchandise or finishing these goods until all make it impossible to identify it individually. Any modification, transformation, or alteration of the Suppliergoods is prohibited. If the Customer violates that prohibition, the Seller shall be authorized, following formal notice by registered letter with return receipt requested, to repossess the goods that remain in the Customer’s current possession. The Customer is obligated to inform the Seller without delay in the event of any safeguard (sauvegarde), bankruptcy (redressement), or future receivables due judicial liquidation (liquidation judiciaire) proceedings, or of any seizure, attempted seizure, or any other measure by a third party that could infringe the Seller’s rights. The Customer is prohibited from selling, pledging, or assigning the goods as a guarantee or granting any surety on merchandise that has been delivered but not yet paid for, and, more generally, from taking any action that could infringe the Seller’s rights. In the event that the merchandise is resold prior to full payment of the price, the Seller shall benefit form a resale right (droit de suite) on the merchandise. Moreover, the Customer undertakes, at the Seller’s option, either to pay the remaining outstanding balance immediately, subject to incurring liability, or to assign the receivable resulting from the Buyer sale to the subsequent purchaser to the Seller. The Customer undertakes to inform third parties that the Seller retains title to the merchandise and arising from the business relationship have to defend against all claims that such third parties may assert to equipment that has not been settled paid in full. The Buyer shall separately store and label Seller may exercise its right to repossess the goods subject merchandise to extended retention which it retains the title in the event that the Customer breaches any of title. 2its obligations, including in the event that a bank draft is not honoured, as well as in any situation in which the Seller has legitimate concerns as to the buyer’s ability to comply with its obligations, including on-time payment of amounts due. The goods subject Seller may repossess the merchandise to retention of which it retains title are processed and finished for by sending a registered letter with return receipt requested to the Supplier as manufacturer within the meaning of Section 950 BGBCustomer, without this creating an obligation for the Supplier. In the event ordering it to return possession of the Buyer processing goods subject to retention of title together with other goods, the Supplier shall be entitled to co-ownership of the new items in proportion merchandise to the value of the goods subject to retention of title that have been processed compared to the other goods at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds of the goods, if they do not reach the value of the goodsSeller. If the Buyer sells Customer does not comply with the goods order, the Seller may seek a court order for the return of the merchandise to which it retains title, if necessary subject to retention of title together with other goods, a recurring penalty. Costs incurred by the Buyer shall assign the purchase price receivable for the goods subject Seller to retention of title in full, repossess merchandise or to collect its price are borne solely by the value Customer. The Seller’s exercise of its right to repossession results in neither the cancellation nor the termination of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value)Agreement. 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 1 contract

Samples: Sales Contracts

Retention of Title. 1. The Supplier reserves the right to retain the 9.1 All deliveries take place under retention of title to the goods supplied by the Supplier and any items created by processing or finishing these goods until all in accordance with § 449 of the Supplier’s current or German Civil Code with the following extensions. 9.2 The delivered goods remain property of the seller until the purchaser has paid all debts, including future receivables due from the Buyer and arising debts, from the business relationship have been settled relationship, in fullparticular any current account balance. The Buyer shall separately store and label purchaser is obligated to insure the goods against any insurable damage (in particular fire, water, storm, theft, third-party liability etc.). He assigns his claim from the insurance contracts to the seller in advance, who in turn accepts this assignment. 9.3 Acquisition of ownership by the purchaser of the goods subject to extended title retention in accordance with § 950 of title. 2. The the German Civil Code in the case that the goods subject to retention of title are processed and finished into a new product is excluded. Any processing is carried out by the purchaser for the Supplier as manufacturer within the meaning of Section 950 BGB, seller without this creating an obligation obligations arising for the Supplierseller from this. In the event of the Buyer processing goods subject to retention of title together with other goodsgoods which do not belong to the seller, the Supplier shall be entitled to seller acquires co-ownership of the new items product in proportion to the value of the goods subject to retention of title that have been processed compared to delivered by him and the other goods at the time of processing or finishingthe processing. The Buyer shall herewith already transfer new product is considered to be subject to title retention in the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence sense of a business person in this respectthese conditions. 3. 9.4 The Buyer may only sell the goods supplied and the items created purchaser’s claims from processing or finishing, combining, blending and mixing these goods during the proper course further sale of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to title retention of title are already assigned to the Supplier to provide the latter with security seller now, proportionately if necessary, corresponding to the value or proceeds (co-) ownership proportion and irrespective of the goods, if they do not reach the value of the goods. If the Buyer sells whether the goods subject to title retention of title together with other goods, the Buyer shall assign the purchase price receivable are sold on without or after processing and whether they are sold on to one or several customers. The seller accepts this assignment. The assigned claim serves as insurance for the goods subject to retention of title in full, or conditional seller only to the value of the processed goods purchased item subject to title retention. For cases in which the item subject to title retention of title which are being is sold in by the event of the goods previously having been processed or finished purchaser together with other goods not belonging to the Supplierseller, whether it be without or after processing, then the assignment of the purchase price claim only applies to the value of the item subject to title retention which, together with the other goods, is the object of this purchase contract concluded with the purchaser’s customer or a part of the object of purchase. 9.5 The purchaser is entitled and authorised to resell the item subject to title retention provided that the purchase price claim passes to the seller in accordance with Figure 4. At a minimumThe purchaser is not entitled to other dispositions of the goods subject to title retention including their pledging and use as collateral, nor is he entitled to other dispositions of the claims assigned or to be assigned to the seller in accordance with Figure 4 including their assignment, assignment for security and pledging. The purchaser must inform the seller in writing, without delay, or any impairment, including compulsory enforcement measures, by third parties of the goods subject to title retention or the claims assigned in advance, by handing over the documents necessary for an intervention. 9.6 The seller empowers the purchaser, reserving the right to revocation, to collect any debts from further sale. The seller will make no use of his own authorisation to collect debts insofar as the purchaser fulfils his payment obligations duly. Upon request, the value shall be purchaser must name the price agreed between persons owing the Supplier assigned claims and Buyer (total value)inform these persons of the assignment. The seller is authorised to inform the debtors of the assignment on behalf of the purchaser. 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. 9.7 Should the value of the securities granted to the seller exceed the Supplier’s receivables due or non-due his claims by more than 20%, then the Buyer may request for them seller is obligated to be releasedreassign and release assigned claims of his choice at the purchaser’s request. The Buyer shall agree With full payment of all the seller’s claims resulting from the business relationship, the assigned claims pass to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk purchaser along with the seller’s ownership of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such interventionretention.

Appears in 1 contract

Samples: General Terms and Conditions of Sale

Retention of Title. 1. The Supplier reserves 5.1 SELLER is granted the right following security until BUYER has satisfied all of its obligations arising out of the Contract: If the value of the security granted to retain SELLER constantly exceeds the total amount of SELLER ́s claims against BUYER by more than 20 %, then upon BUYER’s request SELLER shall reduce the security accordingly, insofar as a partial reduction of the security is possible without giving up the security entirely. 5.2 SELLER retains title to the goods all products until products are fully paid. Incase SELLER loses title be-cause of an integration of SELLER ́s supplied by the Supplier and any items created by processing products into other systems or finishing these goods until all products, BUYER’s (co-)ownership of the Supplier’s current or future receivables due product resulting from the Buyer and arising from integration shall automatically be transferred to SELLER pro rata the business relationship have been settled in full. The Buyer shall separately store and label the goods subject to extended retention value of title. 2. The goods subject to retention of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplier. In the event of the Buyer processing goods subject to retention of title together with other goods, the Supplier shall be entitled to co-ownership of the new items in proportion SELLER ́s product to the value of the goods subject merged/combined product (as invoiced).BUYER shall possess the products to retention which SELLER has(co- )ownership as bailee for SELLER free of title that have been processed compared charge. Products to the other goods at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combiningwhich SELLER has(co-)ownership, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respecthereinafter are called “retention-of-title-property“. 3. The Buyer may only 5.3 BUYER is authorized to sell and process the goods supplied and retention-of-title-property in the items created from processing or finishing, combining, blending and mixing these goods during the proper ordinary course of business and as long as BUYER is not in return for cash or subject to retention default of titlepayment. The goods BUYER shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of retain title to the Supplier retention-of-title-property until BUYER has been fully paid by its customer. BUYER is not authorized to provide pledge or transfer the latter with security property by way of security. BUYER hereby assigns to SELLER in advance BUYER ́s claim for the value purchase price against its customer or proceeds of claims for any other reason (insurance, tort) concerning the goodsretention-of-title-property (including the claim for the balance from cur-rent accounts), if they do as security. XXXXXX hereby authorizes BUYER, which authorization can be withdrawn at any time, to collect such claims that are assigned to SELLER on SELLER ́s behalf but in BUYER ́s name. This authority to collect claims can only be withdrawn in case BUYER does not reach the value of the goodscorrectly meet its payment obligations. If the Buyer In case BUYER sells the goods subject to retention of title retention-of-title-property together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligationsproducts, the assignment shall be treated only comprise the part of the total claim which corresponds to the purchase price for the products in question as a silent assignment agreed upon between BUYER and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivablesSELLER plus 20 % thereof. 65.4 If the retention-of-title-property is attached or levied upon, the BUYER shall inform such third party of SELLER ́s property and shall immediately inform SELLER thereof, submitting all documents. Should BUYER shall bear all cost and damages. 5.5 In case BUYER is in default of meeting its obligations to SELLER, SELLER is entitled, without prejudice to SELLER ́s rights under law, to request the value return of the securities exceed retention-of-title-property, to dispose of it in order to pay from the Supplier’s receivables proceeds thereof due or non-due by more than 20%and payable claims against BUYER and, the Buyer may case arising, to request for them to be releasedthe assignment of claims of BUYER against third parties. The Buyer In such case, BUYER shall agree to insure the goods supplied and items created therefrom against accidental damage grant SELLER or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party our designate immediate access to the goods subject retention-of-title- property and shall deliver it to SELLER. Neither the return nor our request of return nor our attachment of the products shall be deemed cancellation of the Contract. 5.6 SELLER is entitled to adequately insure the retention-of-title-property at BUYER’s expense until title has fully passed to BUYER. 5.7 BUYER shall cooperate in all measures which are necessary or beneficial for the validity or enforceability of SELLER ́s title retention claim abroad. In case SELLER delivers into countries in which the retention of title or assigned receivables and clause of this paragraph does not have the same effect as in the Federal Republic of Germany, BUYER shall do everything in his power to provide all documents required for intervention SELLER with other means of such actions. The Buyer shall bear the costs security of such interventionsimilar value.

Appears in 1 contract

Samples: General Terms of Business

Retention of Title. 1The delivered Goods shall remain the Seller’s property until fulfilment by the Customer of its payment obligations as described above. As such: (a) If the Goods are processed combined, and/or mixed by the Customer with other goods belonging to him, then the Seller has the entire ownership on the new goods. If the Goods are processed, combined, and/or mixed by the Customer with other goods belonging to other suppliers, then the Seller has a joint ownership right in the whole value of the new goods with such suppliers. In such case, the 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 the Customer is not in default and provided that it reserves its property rights, the Customer is entitled to resell the Goods in the ordinary course of business. The Supplier reserves use of the right to retain Goods for executing service contracts and contracts for work, labour and material is herein regarded as a resale. (c) The Customer’s receivables arising out of the title resale of the Goods are assigned, for security purposes, exclusively to the goods supplied by the Supplier and any items created by processing or finishing these goods until all of the Supplier’s current or future receivables due from the Buyer and arising from the business relationship have been settled in fullSeller. The Buyer shall separately store and label Customer is entitled to collect the goods subject to extended retention receivables from reselling, unless the Seller withdraws the direct debit authorization in case of title. 2. The goods subject to retention any doubt about the Customer’s solvency and/or financial credibility or if the Customer is in arrears on any of title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplierits payments. In the event the Seller withdraws the direct debit authorization, the Customer is obliged to inform its clients immediately about the assignment to the Seller and that the Seller is the owner of the Buyer processing goods subject Goods, and to retention of title together give the Seller all information and documents necessary in order to establish and confirm the Seller’s rights with respect to third parties. The Customer is obligated to inform the Seller without delay about any garnishment and/or any other goods, actions adversely affecting the Supplier shall be entitled to co-ownership of the new items in proportion to Goods undertaken by third parties. If the value of the existing security interests obtained by the Customer for the benefit of the Seller exceeds in total more than 20 % of the total invoiced amount or of the contractual debt of the Customer, the Seller is obliged, upon the Customer’s request, to release the Goods selected by the Seller. (d) The Customer shall have the sole liability for all risks and costs associated with the unloading, correct handling and suitable storage of the Goods and/or the new goods subject as described in article 6a) above. Moreover, the Customer undertakes to retention of title that have been processed compared take a general liability all risks insurance policy, at its own cost, including coverage as to the other deterioration and/or theft of all or a part of the Goods and/or of the new goods at the time of processing or finishing. The Buyer and shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items provide to the Supplier. It shall herewith be agreed that the Buyer holds the goods in Seller, at its role as first request, a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied certificate confirming both such insurance coverage and the items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the latter with security to the value or proceeds payment of the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value)insurance premium related thereto. 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 1 contract

Samples: General Conditions of Sale

Retention of Title. 1. The Supplier reserves the right to retain the title to the goods supplied all Goods delivered by the Supplier and any items created Seller to the Buyer shall remain vested in the Seller until the full payment of all accounts receivable by processing or finishing these goods until all of the Supplier’s current or future receivables due Seller from the Buyer and arising from for any reason whatsoever provided that under current account arrangements the business relationship have been settled in fulltitle so retained shall be deemed to be security for any balance owed to the Seller. The Buyer shall separately store not dispose of any of the Goods the title to which is so vested in the Seller (“Title Reservation Goods”) other than in the Buyer’s ordinary course of business provided that the Buyer shall no longer have the right so to dispose of any Title Reservation Goods if and label as soon as the goods Buyer fails to make payments when payments are due. The Buyer shall not have the right to pledge or to transfer by way of security the title to any Title Reservation Goods. The Buyer shall be obligated to maintain the rights of the Seller if the Title Reservation Goods are sold by the Buyer to any third party under credit arrangements. The Buyer shall promptly notify the Seller of any lien of attachment, execution or garnishment or any seizure or the like relating to any Title Reservation Goods. The Buyer hereby assigns to the Seller and the Seller hereby accepts the Buyer’s assignment of any title to payment for any of the Goods resold by the Buyer to any purchaser and any security received by the Buyer from any such purchaser for any such payment provided however that the Buyer shall, subject to extended retention any notice to the contrary given by the Seller, have the right to collect any such payment and to enforce any such security at its cost. Upon the request of titlethe Seller, the Buyer shall notify the Seller of the debtors against which titles to payment so assigned are held, the securities provided therefor, the type and the amount of the debt of each such debtor and the type and the amount of each such security and deliver to the Seller all documents which may be necessary to collect any amount so owed by any such debtor. Upon notice to the Buyer, the Seller shall have the right to notify any such debtor of the assignment of the title to payment by the Buyer to the Seller hereunder. 2. The If the Goods are sold by the Buyer to any purchaser together with any other goods subject the title to retention which is not vested in the Seller, then a share of the full title are processed and finished for the Supplier as manufacturer within the meaning of Section 950 BGB, without this creating an obligation for the Supplier. In the event to payment of the Buyer processing goods subject under said sale to retention said purchaser equal to the price of title together with other goods, said Goods agreed between the Supplier Buyer and the Seller shall be entitled deemed to co-ownership of have been assigned by the new items in proportion Buyer to the value of the goods subject to retention of title that have been processed compared to the other goods at the time of processing or finishing. The Buyer shall herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to the Supplier. It shall herewith be agreed that the Buyer holds the goods in its role as a custodian for the Supplier and act with the due diligence of a business person in this respectSeller. 3. The Upon the request of the Buyer, the Seller shall waive any title to Goods delivered by the Seller to the Buyer may only sell in as far as the goods supplied and value of all Goods the items created from processing or finishing, combining, blending and mixing these goods during title to which has been retained by the proper course Seller hereunder exceeds one hundred ten percent (110%) of business and in return for cash or subject the value of all titles to retention of title. The goods shall not be assigned as security or pledged, nor shall any other decrees be permitted which infringe payment the Supplier’s rightsSeller holds against the Buyer. 4. The Buyer shall, as of the transfer of risks associated with Title Reservation Goods, insure all Title Reservation Goods against any damage or loss or destruction as a result of any fire, inundation, flooding or theft or any destruction or loss or damage in transit provided that the Buyer shall herewith already assign notify the receivables due Seller promptly of any such destruction or loss or damage and shall, upon request of the Seller, provide to the Supplier due Seller any documentation of any such loss or damage such as, without limitation, any expert report on said destruction or loss or damage, the names of the insurers of said Xxxxx and, as requested by the Seller, the insurance policy or policies relating to the Title Reservation Goods or insurance certificates issued by the insurer or the insurers for the Title Reservation Goods. The Buyer hereby assigns to the Seller, conditionally as of the time of any such destruction or loss or damage to any Goods, any title against any insurer or any party liable for any such destruction or loss of or damage to a maximum amount equal to the price agreed for any such Goods affected by any such destruction or loss or damage by way of security for all moneys owed by the Buyer to the Seller. 5. Any processing of any Title Reservation Goods by the Buyer shall be for the Seller and the Seller shall be deemed to be the processor for the purposes of Section 950 of the German Civil Code. If Title Reservation Goods are processed, combined or mixed with other goods the title to which is not vested in the Seller, then a fraction of the title to the new product equal to the ratio between the price invoiced to the Buyer selling on for the Goods so processed, combined or mixed and the sum of the price invoiced to the Buyer for the Goods so processed, combined or mixed and the price or prices invoiced to the Buyer for the other goods so processed, combined or mixed shall be vested in the Seller. The Buyer shall be the custodian of any such new product the title to which is vested in the Seller in total or in part for the Seller. In any such Title Reservation Goods are processed, combined or mixed with goods of the Buyer and the goods or any other legal reason relating of the Buyer are the main constituents of the new product thereby created, then the Buyer shall be deemed to have transferred to the goods subject Seller a fraction of the title to retention any such new product computed in accordance with the principles of the preceding sentence and shall be the custodian of said new product for the Seller. The provisions of Clauses 1 through 4 hereinabove applicable to Title Reservation Goods shall apply mutatis mutandis to any new product obtained by processing, combination or mixing in which the Seller acquires in total or in part a title through the operation of this Clause. 6. If these Standard Sales Terms have not been agreed effectively, any transfer of title to any of the Supplier to provide the latter with security Goods shall be subject to the value or proceeds of Seller receiving the goods, if they do not reach the value of the goods. If the Buyer sells the goods subject to retention of title together with other goods, the Buyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the full price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall be treated as a silent assignment Seller and the Buyer may collect the receivable. The Buyer shall separately book and manage the payments received on the assigned receivablestherefor. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to be released. The Buyer shall agree to insure the goods supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Supplier with proof of such insurance upon request. 7. The Buyer shall notify the Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the costs of such intervention.

Appears in 1 contract

Samples: Standard Sales Terms

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