Retention of Title. a. starlim reserves the ownership on all its delivered Goods until complete payment including interests and costs has been effected, even if the Goods are sold, amended, processed or fixed to the Purchaser’s property. b. The Purchaser shall assign to starlim – and starlim accepts this assignment – any and all further claims and rights arising from the resale of the Goods against the Purchaser or a third party, irrespective of whether the Goods to which title has been retained are resold without or after further processing or conversion. Until full payment for the Goods, the Purchaser has to apply a notation in his books or on the invoices and inform the debtors about this assignment. Starlim shall be entitled to demand hand-over of all necessary documents necessary for enforcing the assigned claims. c. Until full payment for all of starlim’s claims, the Purchaser shall not be entitled to assign the Goods or to burden them with any debts. In case of distraint, the Purchaser shall be obliged to inform of starlim’s retention of title and to advise starlim without delay. d. starlim shall be entitled to demand immediate restitution of the delivered but not fully paid Goods, if the Purchaser does not fulfill his payment-obligations on time and fully, or if insolvency proceedings over the Purchaser’s assets are opened or filed. The same shall apply in case of rejection of a respective application due to lack of funds, if the Purchaser suspends his payments or if he tries to achieve an extrajudicial compensation with its creditors. Any return shall only be deemed a rescission from the contract subject to our express confirmation. starlim reserves the right to claim damages from non- performance. The buyer shall bear all costs and expenses arising.
Appears in 2 contracts
Samples: General Terms and Conditions of Sale, General Terms and Conditions of Sale
Retention of Title. a. starlim starlim-xxxxxxx reserves the ownership on all its delivered Goods until complete payment including interests and costs has been effected, even if the Goods are sold, amended, processed or fixed to the Purchaser’s property.
b. The Purchaser shall assign to starlim starlim-xxxxxxx – and starlim starlim-xxxxxxx accepts this assignment – any and all further claims and rights arising from the resale of the Goods against the Purchaser or a third party, irrespective of whether the Goods to which title has been retained are resold without or after further processing or conversion. Until full payment for the Goods, the Purchaser has to apply a notation in his books or on the invoices and inform the debtors about this assignment. Starlim Starlim- xxxxxxx shall be entitled to demand hand-over of all necessary documents necessary for enforcing the assigned claims.
c. Until full payment for all of starlim’s -xxxxxxx’x claims, the Purchaser shall not be entitled to assign the Goods or to burden them with any debts. In case of distraint, the Purchaser shall be obliged to inform of starlim’s -xxxxxxx’x retention of title and to advise starlim starlim-xxxxxxx without delay.
d. starlim starlim-xxxxxxx shall be entitled to demand immediate restitution of the delivered but not fully paid Goods, if the Purchaser does not fulfill his payment-obligations on time and fully, or if insolvency proceedings over the Purchaser’s assets are opened or filed. The same shall apply in case of rejection of a respective application due to lack of funds, if the Purchaser suspends his payments or if he tries to achieve an extrajudicial compensation with its creditors. Any return shall only be deemed a rescission from the contract subject to our express confirmation. starlim starlim-xxxxxxx reserves the right to claim damages from non- performancenonperformance. The buyer shall bear all costs and expenses arising.
Appears in 2 contracts
Samples: General Terms and Conditions of Sale, General Terms and Conditions of Sale
Retention of Title. a. starlim reserves The Work remains the ownership on Seller’s property until the Buyer has paid for it and discharged all its delivered Goods until complete payment including interests and costs has been effected, even if the Goods are sold, amended, processed or fixed other debts owing to the Purchaser’s propertySeller.
b. The Purchaser shall assign If the Buyer becomes subject to starlim – Insolvency and starlim accepts this assignment – any and all further claims and rights arising from the resale of Work has not been paid for in full the Goods against Seller may repossess the Purchaser Work and, if necessary, enter the Buyer’s premises to do so, or a third party, irrespective of whether to inspect and/or label the Goods goods so as to which title has been retained are resold without or after further processing or conversion. Until full payment for the Goods, the Purchaser has to apply a notation in his books or on the invoices and inform the debtors about this assignment. Starlim shall be entitled to demand hand-over of all necessary documents necessary for enforcing the assigned claimsidentify them clearly.
c. Until If the Buyer shall sell the goods before they have been paid for in full payment he shall hold the proceeds of sale on trust for all of starlim’s claims, the Purchaser shall not be entitled Seller in a separate account until any sum owing to assign the Goods or to burden them with any debts. In case of distraint, the Purchaser shall be obliged to inform of starlim’s retention of title and to advise starlim without delaySeller has been discharged from such proceeds.
d. starlim shall be entitled Where the Buyer is in breach of these Terms or becomes or is subject to demand immediate restitution Bankruptcy or Insolvency prior to the completion of the delivered but not fully paid GoodsWork, if the Purchaser does not fulfill his payment-obligations on time and fully, or if insolvency proceedings over the Purchaser’s assets are opened or filed. The same shall apply in case of rejection of a respective application due to lack of funds, if the Purchaser suspends his payments or if he tries to achieve an extrajudicial compensation with its creditors. Any return shall only be deemed a rescission from the contract subject to our express confirmation. starlim Seller reserves the right to claim damages approach the Buyer’s customer and to offer the Work directly to them, notwithstanding the fact that this will involve advising the Buyer’s customer that the Buyer is in breach or in default.
e. Without prejudice to other remedies, if the Buyer becomes insolvent, the Seller shall have the right not to proceed further with the contract or any other work for the Buyer and be entitled to charge for work already carried out (wheth- er completed or not) and materials purchased for the Buyer, such charge to be an immediate debt due to him. Any unpaid invoices shall become immediately due for payment.
f. Without prejudice to other remedies, in respect of all unpaid debts due from non- performance. The buyer the Buyer the Seller shall bear have a general lien on all costs goods and expenses arisingproperty of or provided by the Buyer in its possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property as agent for the Buyer in such manner and at such price as the Seller thinks fit and to apply the proceeds towards such debts, and shall when account- ing to the Buyer for any balance remaining be discharged from all liability in respect of such goods or property.
Appears in 1 contract
Samples: Terms and Conditions
Retention of Title. a. starlim reserves the ownership on all its delivered Goods until complete payment including interests and costs has been effected, even if the Goods are sold, amended, processed or fixed 6.1 The items pertaining to the PurchaserSupplies (“Retained Goods”) shall remain the Gastros’s property.
b. The Purchaser shall assign to starlim – property until each and starlim accepts this assignment – any and all further claims and rights arising from the resale of the Goods every claim Gastro has against the Purchaser or a third party, irrespective on account of whether the Goods to which title business relationship has been retained are resold without fulfilled. Where the Purchaser fails to fulfil its duties, fails to make payment due, or after further processing or conversionotherwise violates its obligations Gastro shall be entitled to rescind the contract and take back the Retained Goods in the case of continued failure following expiry of a reasonable remedy period set by Gastro. Until Gastro is entitled to sell the Retained Goods; the revenues of the sale less adequate costs of the sale will be offset with the Purchaser's payment obligations.
6.2 As long as title of the Retained Goods has not yet passed to the Purchaser the Purchaser is obliged to handle the Retained Goods with care and until full payment for of the Goodspurhcase price has the obligation to insure the Retained Goods with their reinstatement value on own costs against fire, water and theft damage. If maintenance or inspection costs are required the Purchaser has to apply a notation perform them on own costs in his books due time.
6.3 The Purchaser shall inform Gastro forthwith of any seizure or on other act of intervention by third parties so that Gastro may file an action according to Section 771 ZPO. In case the invoices third party is not capable to pay the judicial and inform extrajudicial costs of the debtors about lawsuit the Purchaser is liable for this assignment. Starlim default.
6.4 Purchaser shall be entitled to demand handprocess and sell the Retained Goods in the ordinary course of his business dealings as long as he is not in arrears. Pledging or collateral assignments are inadmissible. The claims resulting from further sale or a further legal justification (insurance, unlawful act) with regard to the reserved goods (including any balance claims from account current) Purchaser now already assigns as security to the full extent (including VAT arising from the delivery transaction between Gastro and the Purchaser) to Gastro. Gastro shall revocably authorize him to collect the claims assigned to Gastro for him on his behalf. However Gastro remains entitled to collect the claims itself, although Gastro will not start the collection against the third party as long as the Purchaser complies with its payment obligations duly and on time and as long as the Purchaser has not filed a petition for insolvency proceedings. In such cases we are entitled to request the Purchaser to disclose the assigned claims as well as the debtors and to provide us with allinformation and documents required for the collection and to disclose the assignement towards the debtor.
6.5 Processing or transformation of the delivery item by the Purchaser is always undertaken for Gastro without any obligations arising to the latter there from. If the delivery item is processed with other objects which are not the property of Gastro, Gastro acquires the co-over ownership in the new matter in relation to the value of the delivery item to the other processed objects at the time of processing. In all other respects, the matter arising through processing has the same conditions attached as the object under retention. If the delivery item is linked with other objects which are not Gastro‘s, Gastro acquires co-ownership in the new matter in relation to the value of the delivery item to the other processed objects at the time of processing. If linkage takes place such that the matter of Gastro must be considered the main matter, it is deemed to have been agreed that the Purchaser transfers the proportionate ownership to Gastro.
6.6 As a security of our claims against the Purchaser the Purchaser also assigns those claims arising against a third party due to the combination of the Retained Goods with a real estate; we already accept this assignment now.
6.7 If the combined value of Gastro’s security interests exceeds the value of all necessary documents necessary for enforcing secured claims by more than 10 %, Gastro shall release a corresponding part of the assigned claims.
c. Until full payment for all of starlim’s claims, security interest if so requested by the Purchaser shall not be entitled to assign the Goods or to burden them with any debts. In case of distraint, the Purchaser shall be obliged to inform of starlim’s retention of title and to advise starlim without delay.
d. starlim Purchaser; Gastro shall be entitled to demand immediate restitution of the delivered but not fully paid Goods, if the Purchaser does not fulfill his payment-obligations on time and fully, or if insolvency proceedings over the Purchaser’s assets are opened or filed. The same shall apply in case of rejection of a respective application due choose which security interest it wishes to lack of funds, if the Purchaser suspends his payments or if he tries to achieve an extrajudicial compensation with its creditors. Any return shall only be deemed a rescission from the contract subject to our express confirmation. starlim reserves the right to claim damages from non- performance. The buyer shall bear all costs and expenses arisingrelease.
Appears in 1 contract
Samples: General Terms and Conditions
Retention of Title. a. starlim starlim-xxxxxxx reserves the ownership on all its delivered Goods until complete payment including interests and costs has been effected, even if the Goods are sold, amended, processed or fixed to the Purchaser’s property.
b. The Purchaser shall assign to starlim starlim-xxxxxxx – and starlim starlim-xxxxxxx accepts this assignment – any and all further claims and rights arising from the resale of the Goods against the Purchaser or a third party, irrespective of whether the Goods to which title has been retained are resold without or after further processing or conversion. Until full payment for the Goods, the Purchaser has to apply a notation in his books or on the invoices and inform the debtors about this assignment. Starlim Starlim-xxxxxxx shall be entitled to demand hand-over of all necessary documents necessary for enforcing the assigned claims.
c. Until full payment for all of starlim’s -xxxxxxx’x claims, the Purchaser shall not be entitled to assign the Goods or to burden them with any debts. In case of distraint, the Purchaser shall be obliged to inform of starlim’s -xxxxxxx’x retention of title and to advise starlim starlim-xxxxxxx without delay.
d. starlim starlim-xxxxxxx shall be entitled to demand immediate restitution of the delivered but not fully paid Goods, if the Purchaser does not fulfill his payment-obligations on time and fully, or if insolvency proceedings over the Purchaser’s assets are opened or filed. The same shall apply in case of rejection of a respective application due to lack of funds, if the Purchaser suspends his payments or if he tries to achieve an extrajudicial compensation with its creditors. Any return shall only be deemed a rescission from the contract subject to our express confirmation. starlim starlim-xxxxxxx reserves the right to claim damages from non- performancenonperformance. The buyer shall bear all costs and expenses arising.
Appears in 1 contract
Samples: General Terms and Conditions of Sale
Retention of Title. a. starlim reserves 8.1 All delivered materials remain the ownership on Seller’s property until the Buyer has fulfilled all of its delivered Goods until complete payment including interests and costs has been effected, even if the Goods are sold, amended, processed obligations arising from or fixed related to the Purchaseragreement by which the Seller has undertaken to deliver, including claims relating to penalties, interest and costs. Until that time, the Buyer is obliged to keep the items delivered by the Seller separated from other items, clearly marked as the Seller’s property, and to take out and maintain proper insurance in respect of those items.
b. The Purchaser shall assign 8.2 If the Buyer fails to starlim – and starlim accepts fulfil any obligation pursuant to paragraph 1 of this assignment – any and all further claims and rights arising from Article vis-à-vis the resale Seller, or if there is reasonable ground to fear that the Buyer will not fulfil the stated obligations, the Seller will be entitled, without notice of default, to take immediate possession of the Goods against delivered items, regardless of their location. The costs of repossession will be payable by the Purchaser or a third party, irrespective of whether Buyer.
8.3 As long as the Goods to which title has above claims have not been retained are resold without or after further processing or conversion. Until full payment for the Goodssatisfied, the Purchaser has to apply a notation in his books or on the invoices and inform the debtors about this assignment. Starlim shall be entitled to demand hand-over of all necessary documents necessary for enforcing the assigned claims.
c. Until full payment for all of starlim’s claims, the Purchaser shall Buyer will not be entitled to assign dispose of the Goods items concerned or to burden them create a right of pledge or non-possessory pledge in respect of those items. Buyer may not make such material permanently component of a (new) object beforehand either.
8.4 In the event Seller intends to take possession of the delivered items as mentioned in clause 8.2, Buyer will permit and allow Seller or its designated third parties access to the premises of Buyer and more in particular to all the buildings and rooms in which such items are stored, at all times. Buyer shall cooperate with any debtsSeller or the third party appointed by Seller so that such taking of possession can be carried out in the optimum conditions, it being agreed that Seller shall strive not to interfere unreasonably with Buyer’s business activities.
8.5 In the event that bankruptcy of Buyer is filed or declared, Buyer will immediately upon his appointment inform the curator (in charge of
8.6 When the Buyer has fulfilled all of its obligations vis-à-vis the Seller as referred to in paragraph 1 of this Article, the Seller will provide the Buyer with the ownership of the delivered items subject to a possible Seller’s right of pledge with respect to other claims that the Seller has against the Buyer. On demand, the Buyer will cooperate with the Seller in actions required within that scope. Such possible right of pledge is hereby expressly accepted by Buyer.
8.7 The Buyer has the obligation to take out liability insurance that covers, among other things, full or partial damage, loss or theft of the delivered items. The Buyer is obliged to provide the Seller with a copy of the relevant insurance policy on demand. In case of distraintgeneral, the Purchaser shall Buyer will be obliged to inform of starlim’s retention of title and to advise starlim without delay.
d. starlim shall be entitled to demand immediate restitution take good care of the delivered but not fully paid Goodsitems, if in any case until the Purchaser does not fulfill his payment-obligations on time ownership has been transferred and fully, or if insolvency proceedings over the Purchaser’s assets are opened or filed. The same shall apply in case any possible right of rejection of a respective application due to lack of funds, if the Purchaser suspends his payments or if he tries to achieve an extrajudicial compensation with its creditors. Any return shall only be deemed a rescission from the contract subject to our express confirmation. starlim reserves the right to claim damages from non- performance. The buyer shall bear all costs and expenses arisingpledge has lapsed.
Appears in 1 contract
Samples: General Conditions of Sale
Retention of Title. a. starlim reserves 1. The sold goods shall remain our property until all claims that arise for us to the ownership on all its delivered Goods until complete payment customer in relation to the business transaction have been satisfied, including interests and costs future claims as arise from Agreements concluded concurrently or at a later date. Furthermore, if said claims have been added separately or jointly to a running account, the clearance has been effectedstruck, even if the Goods are sold, amended, processed or fixed to the Purchaser’s propertyand accepted.
b. The 2. Subject to cancellation, the customer shall be entitled to resell the goods in which title is being retained (“Retained Goods”) in the ordinary course of business. It shall be inadmissible, making the Retained Goods the object of any other transaction, in particular pledging them or ceding them by way of security.
3. As of now, the Purchaser shall assign is ceding to starlim – and starlim accepts this assignment – us by way of security any and all further claims and rights arising that will arise for the Purchaser from the resale of the Retained Goods against to its clients or third parties. By concluding the Agreement, we accept said cession. If the Retained Goods are sold jointly with goods which are not in our possession, the Purchaser’s claim to its clients shall be deemed ceded in the amount of the price agreed upon by the Purchaser or a third partyand us. Subject to cancellation, irrespective of whether we authorize the Goods Purchaser to which title has been retained are resold without or after further processing or conversioncollect said claims ceded to us on its own behalf and for its own account. Until full payment for Processing the Retained Goods, if any, shall be performed by the Purchaser has to apply a notation in his books or on the invoices and inform the debtors about this assignment. Starlim our behalf, while it shall be entitled to demand hand-over not create any liability for us (extended retention of all necessary documents necessary for enforcing the assigned claimstitle).
c. Until full payment for 4. The retention of title apply to any and all of starlim’s claimsour deliveries, even if those are fully paid (overall retention of title).
5. If the Purchaser shall Retained Goods are processed jointly, are assembled, or are inseparably mixed with goods which are not be entitled in our possession, we acquire co-title in such new goods at a ratio corresponding to assign the value of the Retained Goods in relation to the value of the other processed, assembled, or to burden them with any debtsmixed goods at the moment of processing, assembling, or mixing.
6. In case of distraint, the The Purchaser shall be obliged required to inform of starlim’s retention of title store the Retained Goods appropriately and to advise starlim without delay.
d. starlim shall be entitled to demand immediate restitution of the delivered but not fully paid Goods, if the Purchaser does not fulfill his payment-obligations maintain them in a satisfactory condition on time and fully, or if insolvency proceedings over the Purchaser’s assets are opened or filedour behalf. The same shall apply to aforesaid new goods created from processing, assembling, or mixing.
7. If the Retained Goods are at risk of being ceded to third parties, in case of rejection pledge of a respective application due to lack securities in particular, the Purchaser shall indicate in an appropriate way that they are our property and shall give us all informations without any delay.
8. In case of fundsbreach of the Agreement by the Purchaser, in particular if the Purchaser suspends his payments is in default of payment, and in case of lack of economic performance (credit-unworthiness) on the part of the Purchaser, we shall be entitled to repossess the Retained Goods and to cancel the authorization to resell in the ordinary course of business (par. 2, sent. 1) and to collect claims (par. 3, sent. 3) or if he tries to achieve an extrajudicial compensation with its creditors. Any return shall only be deemed a rescission withdraw from the contract Agreement. If the Purchaser is a entrepreneur, repossession of the Retained Goods shall be interpreted as our withdrawal from the Agreement only by written consent. After repossession of the Retained Goods, we shall be entitled in any and all cases to make commercial use of said Retained Goods while setting off the proceeds thereof, after deduction of a reasonable compensation for commercialization, against the Purchaser’s liabilities.
9. If the value of existing securities exceeds the claims to be secured by more than 10 %, we shall release securities to that extent upon written request made by the Purchaser. The choice of the security or securities to be released is subject to our express confirmation. starlim reserves the right to claim damages from non- performance. The buyer shall bear all costs and expenses arisingdiscretion.
Appears in 1 contract
Samples: General Terms and Conditions
Retention of Title. a. starlim reserves The purchased goods remain the Seller's property until the receivables to which we are entitled under the sales contract are settled. If the Buyer is a merchant within the meaning of the German Commercial Code (HGB), we retain ownership on to all its delivered Goods goods until complete payment including interests and costs has been effected, even if the Goods are sold, amended, processed or fixed to the Purchaser’s property.
b. The Purchaser shall assign to starlim – and starlim accepts this assignment – any and receipt of all further claims and rights payments arising from the resale business relationship. The Buyer is obliged to handle the delivered goods with care. In particular, it is obliged to insure these up to their replacement value against fire, water damage and theft at his own expense. The Buyer is entitled resell the delivered goods in the ordinary course of business, however it hereby assigns to us all claims in the amount of the Goods net invoice of the purchase price (including VAT) it owes against the Purchaser its customers or a third party, irrespective party due to the resale regardless of whether the Goods delivered goods have been sold with or without processing. We shall not attempt to which title has been retained are resold without or after further processing or conversion. Until full recover these debts, as long as the Buyer continues to fulfill its payment obligations in accordance with contract and no petition for the Goodsinitiation of a insolvency proceedings is filed. If one of the circumstances mentioned just above occurs, the Purchaser has Buyer must supply us on request with all information necessary to apply a notation in his books or on collect the invoices assigned claim, hand over pertinent documents and inform the affected debtors about this (third parties) regarding the assignment. Starlim The Buyer shall be entitled immediately notify us in writing in the event of seizures or other interventions by third parties, so that we may in particular bring suit under § 771 of the German Civil Procedure Act (ZPO). The Buyer shall carry costs and damages due to demand hand-over of all necessary documents necessary for enforcing the assigned claims.
c. Until full payment for all of starlim’s claimssuch interventions, the Purchaser shall not be entitled insofar as we are unable to assign the Goods pursue redress against a third party. The processing or to burden them with any debts. In case of distraint, the Purchaser shall be obliged to inform of starlim’s retention of title and to advise starlim without delay.
d. starlim shall be entitled to demand immediate restitution modification of the delivered but goods shall always be made for us. If the delivered goods are processed with other goods not fully paid Goodsbelonging to us, if we shall acquire joint ownership to the Purchaser does not fulfill his payment-obligations on new goods in proportion to the value of the goods delivered to the other processed goods assessed at the time and fully, or if insolvency proceedings over the Purchaser’s assets are opened or filedof processing. The same provisions apply to objects created by processing as do objects delivered under reserve. If the delivered goods are inseparably mixed with objects not belonging to us, we acquire joint ownership of the new object in proportion to the value of the delivered goods to the other mixed objects. If such a mixing occurs such that the object of the Buyer is considered the main object, it is agreed that the customer shall apply in case transfer to us pro-rata co-ownership. The customer shall protect for us the resulting sole ownership or joint ownership. In the event that the value of rejection the guarantees exceed the claims secured thereby by more than 10%, the Seller is obliged at the request of a respective application due the Buyer to lack of funds, if release the Purchaser suspends his payments or if he tries guarantees to achieve an extrajudicial compensation with its creditorswhich it is entitled. Any return shall only be deemed a rescission from the contract subject to our express confirmation. starlim reserves We have the right to claim damages from non- performance. The buyer choose which guarantees shall bear all costs and expenses arisingbe released.
Appears in 1 contract
Samples: Sales Contracts
Retention of Title. a. starlim reserves Title 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. Any processing of the delivered goods by the buyer takes place on behalf of Mondi without imposing obligations on Mondi. If the delivered goods are processed with other goods not owned by Mondi, Mondi acquires a co-ownership on all its delivered Goods until complete payment including interests and costs has been effected, even if the Goods are sold, amended, processed or fixed to newly produced goods pro rata the Purchaser’s property.
b. The Purchaser shall assign to starlim – and starlim accepts this assignment – any and all further claims and rights arising from the resale value of the Goods against delivered goods at the Purchaser or a third party, irrespective time of whether the Goods processing. The buyer shall be entitled to which title has been retained are resold sell the delivered goods in the usual course of business. Any possible claims resulting from such sale shall herewith be assigned to Mondi in advance and the buyer shall undertake all necessary publicity requirements for enforceability of such assignment. The buyer shall not provide Mondi with written customer lists without or after further processing or conversionXxxxx’x prior consent in writing. Until full payment for If the Goodsbuyer sells any goods co-owned by Mondi, the Purchaser has assignment shall apply in the same volume as this co-ownership. Mondi shall be entitled to apply collect the assigned sum. The buyer is obliged to appropriately insure the goods 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 store them properly. In case the buyer is in delay of overdue payment considering a notation in his books or on the invoices and inform the debtors about this assignment. Starlim grace period of 10 working days, Mondi shall be entitled to demand hand-over of all necessary documents necessary for enforcing the assigned claims.
c. Until full payment for all of starlim’s claims, the Purchaser shall not be entitled to assign the Goods or to burden them with any debts. In case of distraint, the Purchaser shall be obliged to inform of starlim’s retention of title and to advise starlim without delay.
d. starlim shall be entitled to demand immediate restitution of the delivered but goods or to collect the delivered goods and to sell them as they are (i.e. including their packing) to any third person. One or several of these acts shall not fully paid Goodsbe considered as termination of the respective orders and do not relieve the buyer to effect payment of the invoiced amounts. In case the delivered goods are sold to third parties by Mondi, if the Purchaser does buyer states and guaranties that this will not fulfill his payment-obligations 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 time the respective goods or packaging and fullywaives any rights the buyer may have against 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 if insolvency proceedings over in connection with the Purchaserbuyer’s assets are opened or filed. The same shall apply breach of Contract, in case of rejection of a respective application due to lack of funds, if the Purchaser suspends his payments or if he tries to achieve an extrajudicial compensation with its creditors. Any return shall only be deemed a rescission from the contract subject to our express confirmation. starlim reserves the right to claim damages from non- performance. The buyer shall bear all costs and expenses arisingparticular claims for damages.
Appears in 1 contract
Samples: General Terms and Conditions of Sale
Retention of Title. a. starlim reserves 8.1 Until the ownership fulfilment of all claims (including all balance claims from current account) to which the seller is legally entitled against the buyer now or in the future, the seller is granted the following securities, which will be released on request and at his discretion, provided that their value sustainably exceeds the claims by more than 20%.
8.2 The goods remain the property of the seller. Processing or transformation shall at all its delivered Goods until complete payment including interests and costs has been effectedtimes be carried out on behalf of the seller as manufacturer, even if but without any obligation on his part. If the Goods are sold(co-)ownership of the seller expires due to commingling, amended, processed or fixed it is hereby agreed that the (co-)ownership of the buyer of the resulting object shall pass to the Purchaser’s propertyseller in proportion to the value (invoice value). The buyer shall keep the (co-)ownership of the seller free of charge. Goods to which the seller is entitled to (co-)ownership are hereinafter referred to as reserved goods.
b. 8.3 The Purchaser shall assign buyer is entitled to starlim – process and starlim accepts this assignment – sell the reserved goods in the customary course of business as long as he is not in default. Pledging or collateral assignments are not permitted. By way of security, the buyer hereby assigns to the seller in full any and all further claims and rights arising from the resale or any other legal ground (insurance, unlawful acts) in respect to the reserved goods. The seller reversibly empowers the buyer to collect the claims assigned to the seller in his own name and to the seller's account. This direct debit authorization can only be revoked if the buyer has not fulfilled his payment obligations.
8.4 In the event of access by third parties to the reserved goods, in particular levies of execution, the Buyer shall disclose the Seller's ownership and notify the Seller immediately so that the Seller can assert its ownership rights. If the third party is not in a position to reimburse the Seller for the judicial and extrajudicial costs incurred in this connection, the Buyer shall be liable for these costs.
8.5 If the buyer acts in breach of the Goods against contract (specifically, default in payment ) the Purchaser or a third party, irrespective of whether the Goods to which title has been retained are resold without or after further processing or conversion. Until full payment for the Goods, the Purchaser has to apply a notation in his books or on the invoices and inform the debtors about this assignment. Starlim shall be seller is entitled to demand hand-over of all necessary documents necessary for enforcing take back the assigned claims.
c. Until full payment for all of starlim’s claimsreserved goods or, the Purchaser shall not be entitled to assign the Goods or to burden them with any debts. In case of distraintif necessary, the Purchaser shall be obliged to inform of starlim’s retention of title and to advise starlim without delay.
d. starlim shall be entitled to demand immediate restitution assignment of the delivered but not fully paid Goods, if buyer's claims to recover possession against third parties. The taking back or the Purchaser seizure of the reserved goods by the seller does not fulfill his payment-obligations on time and fully, or if insolvency proceedings over the Purchaser’s assets are opened or filed. The same shall apply in case of rejection of constitute a respective application due to lack of funds, if the Purchaser suspends his payments or if he tries to achieve an extrajudicial compensation with its creditors. Any return shall only be deemed a rescission withdrawal from the contract subject to our express confirmation. starlim reserves the right to claim damages from non- performance. The buyer shall bear all costs and expenses arisingcontract.
Appears in 1 contract
Samples: Terms and Conditions
Retention of Title. a. starlim starlim//xxxxxxx reserves the ownership on all its delivered Goods goods until complete payment including interests and costs has been effected, even if the Goods are sold, amended, processed pro- cessed or fixed to the Purchaser’s property.
b. The Purchaser shall assign to starlim starlim//xxxxxxx – and starlim star- lim//xxxxxxx accepts this assignment – any and all further claims and rights arising from the resale of the Goods against the Purchaser or a third party, irrespective of whether the Goods to which title has been retained are resold re- sold without or after further processing or conversion. Until full payment for the Goods, the Purchaser has to apply a notation nota- tion in his books or on the invoices and inform the debtors about this assignment. Starlim starlim//xxxxxxx shall be entitled to demand xx- xxxx hand-over of all necessary documents necessary for enforcing en- forcing the assigned claims.
c. Until full payment for all of starlim’s starlim//xxxxxxx’x claims, the Purchaser Pur- chaser shall not be entitled to assign the Goods or to burden them with any debts. In case of distraint, the Purchaser shall be obliged to inform of starlim’s starlim//xxxxxxx’x retention of title and to advise starlim starlim//xxxxxxx without delay.
d. starlim starlim//xxxxxxx shall be entitled to demand immediate restitution restitu- tion of the delivered but not fully paid Goods, if the Purchaser does not fulfill his payment-obligations on time and fully, or if insolvency proceedings over the Purchaser’s assets are opened or filed. The same shall apply in case of rejection of a respective respec- tive application due to lack of funds, if the Purchaser suspends his payments or if he tries to achieve an extrajudicial compensation compen- sation with its creditors. Any return shall only be deemed a rescission re- scission from the contract subject to our express confirmation. starlim starlim//xxxxxxx reserves the right to claim damages from non- performance. The buyer shall bear all costs and expenses arisingaris- ing.
Appears in 1 contract
Samples: General Terms and Conditions of Sale
Retention of Title. a. starlim reserves the ownership on all its delivered Goods until complete payment including interests and costs has been effected, even if Title to the Goods are sold, amended, processed or fixed supplied by Heat Exchangers to the Purchaser’s property.
b. The Purchaser Buyer shall assign to starlim – remain with Heat Exchangers unless and starlim accepts this assignment – any and all further claims and rights arising from until the resale Purchase Price of the Goods against and all monies owing to Heat Exchangers have been paid in full (Debt). The Buyer shall have the Purchaser or a third party, irrespective of whether the Goods right to which title has been retained are resold without or after further processing or conversion. Until full payment for resell the Goods, but only as fiduciary agent and trustee for Heat Exchangers by way of bona fide sale at full market value and in the Purchaser ordinary course of its business. Unless and until the Debt has been paid in full, the Buyer shall:
(a) take custody of the Goods as trustee, fiduciary agent and bailee for Heat Exchangers;
(b) keep the Goods separate from any other goods and properly marked, stored, protected and insured;
(c) hold all of the money it receives (Proceeds):
(i) from sale of any property into which the Goods have been incorporated; or
(ii) from the sale of goods or provision of services including the Goods, as bailee, fiduciary agent and trustee for Heat Exchangers, in a separate account to apply a notation in his books or on the invoices amount of the Debt, and inform receipt by the debtors about this assignment. Starlim Buyer of payment shall be entitled conclusive evidence that it has received Proceeds. Heat Exchangers may at any time without notice to demand hand-over of all necessary documents necessary for enforcing the assigned claims.
c. Until full payment for all of starlim’s claimsBuyer and without prejudice to any other rights which it may have against the Buyer, the Purchaser shall not be entitled to assign terminate any agreement connected with the Goods and enter upon any premises owned or to burden them with occupied by the Buyer where Heat Exchangers reasonably believes the Goods may be stored, and repossess the goods without liability for any debts. In case of distraintdamage caused, the Purchaser shall be obliged to inform of starlim’s retention of title and to advise starlim without delay.
d. starlim shall be entitled to demand immediate restitution subsequently dispose of the delivered but Goods at Heat Exchangers' discretion if:
(i) the Debt is not fully paid Goods, if the Purchaser does not fulfill his payment-obligations on time and fully, or if insolvency proceedings over the Purchaser’s assets are opened or filed. The same shall apply in case of rejection of a respective application due to lack of funds, if the Purchaser suspends his payments or if he tries to achieve an extrajudicial compensation accordance with its creditors. Any return shall only be deemed a rescission from the contract subject to our express confirmation. starlim reserves the right to claim damages from non- performance. The buyer shall bear all costs and expenses arising.this Security Agreement; or
(ii) Heat Exchangers has reasonable grounds for believing that:
Appears in 1 contract
Samples: Security Agreement
Retention of Title. a. starlim reserves Although risk in the ownership on all its delivered Goods until complete payment including interests and costs has been effected, even if the Goods are sold, amended, processed or fixed goods supplied passes to the Purchaser’s property.
b. The Purchaser shall assign to starlim – and starlim accepts this assignment – any and all further claims and rights arising from the resale of the Goods against the Purchaser or a third partyHirer on delivery, irrespective of whether legal title in such shall not pass to the Goods Purchaser until The Owners has received in cleared funds the full price payable for such goods and all other goods supplied by The Owners to the Purchaser for which title has been retained are resold without or after further processing or conversionpayment is then due. Until full payment for the Goodslegal title passes, the Purchaser has shall hold the goods as The Owners fiduciary agent and bailee and shall keep them properly stored, protected, insured and identified as The Owners property. Until that time th e Purchaser is entitled to apply resell or use the goods in the ordinary course of its business but shall account to The Owners for their proceeds of sales and pending payment shall hold such proceeds on trust for The Owners absolutely. The Purchaser's right to resell or use the goods shall terminate automatically if a notation liquidator or (administrative) receiver or administrator of the Purchaser is appointed or an order is made or a resolution passed for the winding up of the Purchaser. Until such time as legal title in his books the goods passes to the Purchaser . The Owners may at any time require the Purchaser, its liquidator, (administrative) receiver or on administrator to return the invoices goods and/or may repossess the goods by entering upon any premises of the Purchaser or any thi rd party where the goods are reasonably believed to be stored. In addition and inform without prejudice to any other right or remedy available to The Owners, if the debtors about Purchaser is in breach of the payment terms or of any of its obligations under this assignment. Starlim clause, The Ow ners shall be entitled to demand hand-over cancel the contract, suspend further deliveries, terminate any outstanding order or quotation without incurring any liability whatsoever as a consequence of all necessary documents necessary for enforcing the assigned claimsthis action.
c. Until full payment for all of starlim’s claims, the Purchaser shall not be entitled to assign the Goods or to burden them with any debts. In case of distraint, the Purchaser shall be obliged to inform of starlim’s retention of title and to advise starlim without delay.
d. starlim shall be entitled to demand immediate restitution of the delivered but not fully paid Goods, if the Purchaser does not fulfill his payment-obligations on time and fully, or if insolvency proceedings over the Purchaser’s assets are opened or filed. The same shall apply in case of rejection of a respective application due to lack of funds, if the Purchaser suspends his payments or if he tries to achieve an extrajudicial compensation with its creditors. Any return shall only be deemed a rescission from the contract subject to our express confirmation. starlim reserves the right to claim damages from non- performance. The buyer shall bear all costs and expenses arising.
Appears in 1 contract
Samples: Conditions of Hire Contract
Retention of Title. a. starlim reserves (1) Until full payment of all present and future claims arising from the ownership on all its delivered Goods until complete payment current business relationship between the Seller and the Buyer, including interests xxxxxxxxx claims and costs has been effectedclaims for damages (together "secured claims"), even if the Goods are sold, amended, processed or fixed Seller shall retain title to the Purchaser’s propertygoods sold ("reserved goods").
b. (2) The Purchaser shall Buyer is not entitled to pledge the reserved goods to third parties, to assign them as security, but the Buyer is entitled to starlim – and starlim accepts resell the reserved goods subject to retention of title in the ordinary course of business. In this assignment – any and case, the Buyer hereby assigns to the Seller as security all further claims and rights arising from to which he is entitled in the future against his customer as consideration for the resale of the Goods against reserved goods, including all ancillary claims; the Purchaser or a third party, irrespective of whether the Goods to which title has been retained are resold without or after further processing or conversion. Until full payment for the Goods, the Purchaser has to apply a notation in his books or on the invoices and inform the debtors about Seller accepts this assignment. Starlim 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 well as to insure them against loss and damage at his own expense within the scope to be demanded from a prudent businessman as long as the retention of title exists. In the event of loss or damage to the reserved goods, the Buyer shall assign his claims arising from the insurance contracts or against third parties to the Seller.
(4) The retention of title 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 items not belonging to the Seller in such a way that one of the other items is to be regarded as the main product, it shall be deemed agreed that the Buyer assigns to the Seller co- ownership of the new item in proportion to the value of the reserved goods in relation to the other combined or mixed items and holds the co-ownership in safe custody for the Seller. The parties hereby agree on the transfer of ownership in this respect.
(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 hand-over the return of all necessary documents necessary for enforcing the assigned claims.
c. Until full payment for all of starlim’s claims, the Purchaser shall not be entitled to assign the Goods or to burden them with any debts. In case on the basis of distraint, the Purchaser shall be obliged to inform of starlim’s retention of title and to advise starlim without delaythe withdrawal.
d. starlim (6) The Buyer shall be entitled to demand immediate restitution immediately notify the Seller in writing of any pledges or other interventions by third parties regarding the reserved goods. The Buyer shall inform enforcement officers or third parties of the delivered but not fully paid Goods, if Seller's ownership of the Purchaser does not fulfill his payment-obligations on time and fully, or if insolvency proceedings over the Purchaser’s assets are opened or filedreserved goods. The same Buyer shall apply reimburse any judicial or extrajudicial costs incurred in case connection with any such pledges or other interventions by third parties, unless the third party is responsible for the resulting costs.
(7) As far as it turns out during the assertion of rejection of a respective application due to lack of fundsclaims for restitution against the Buyer that the reserved goods are no longer available, if the Purchaser suspends his payments or if he tries to achieve an extrajudicial compensation with its creditors. Any return shall only be deemed a rescission all claims from the contract subject business relations become due immediately. 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 our express confirmation. starlim reserves the right Buyer are oversecured 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 claim damages from non- performance. The buyer shall bear all costs and expenses arisingthe amount of the value exceeding 110% of the secured total liability.
Appears in 1 contract
Retention of Title. a. starlim reserves The Work remains the ownership on Seller’s property until the Buyer has paid for it and discharged all its delivered Goods until complete payment including interests and costs has been effected, even if the Goods are sold, amended, processed or fixed other debts owing to the Purchaser’s propertySeller.
b. The Purchaser shall assign If the Buyer becomes subject to starlim – Insolvency and starlim accepts this assignment – any and all further claims and rights arising from the resale of Work has not been paid for in full the Goods against Seller may repossess the Purchaser Work and, if necessary, enter the Buyer’s premises to do so, or a third party, irrespective of whether to inspect and/or label the Goods goods so as to which title has been retained are resold without or after further processing or conversion. Until full payment for the Goods, the Purchaser has to apply a notation in his books or on the invoices and inform the debtors about this assignment. Starlim shall be entitled to demand hand-over of all necessary documents necessary for enforcing the assigned claimsidentify them clearly.
c. Until If the Buyer shall sell the goods before they have been paid for in full payment he shall hold the proceeds of sale on trust for all of starlim’s claims, the Purchaser shall not be entitled Seller in a separate account until any sum owing to assign the Goods or to burden them with any debts. In case of distraint, the Purchaser shall be obliged to inform of starlim’s retention of title and to advise starlim without delaySeller has been discharged from such proceeds.
d. starlim shall be entitled Where the Buyer is in breach of these Terms or becomes or is subject to demand immediate restitution Bankruptcy or Insolvency prior to the completion of the delivered but not fully paid GoodsWork, if the Purchaser does not fulfill his payment-obligations on time and fully, or if insolvency proceedings over the Purchaser’s assets are opened or filed. The same shall apply in case of rejection of a respective application due to lack of funds, if the Purchaser suspends his payments or if he tries to achieve an extrajudicial compensation with its creditors. Any return shall only be deemed a rescission from the contract subject to our express confirmation. starlim Seller reserves the right to claim damages approach the Buyer’s customer and to offer the Work directly to them, notwithstanding the fact that this will involve advising the Buyer’s customer that the Buyer is in breach or in default.
e. Without prejudice to other remedies, if the Buyer becomes insolvent, the Seller shall have the right not to proceed further with the contract or any other work for the Buyer and be entitled to charge for work already carried out (wheth- er completed or not) and materials purchased for the Buyer, such charge to be an immediate debt due to him. Any unpaid invoices shall become immediately due forpayment.
f. Without prejudice to other remedies, in respect of all unpaid debts due from non- performance. The buyer the Buyer the Seller shall bear have a general lien on all costs goods and expenses arisingproperty of or provided by the Buyer in its possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property as agent for the Buyer in such manner and at such price as the Seller thinks fit and to apply the proceeds towards such debts, and shall when account- ing to the Buyer for any balance remaining be discharged from all liability in respect of such goods or property.
Appears in 1 contract
Samples: Terms and Conditions