Retention of Title. Supplied Goods shall remain Seller’s property until fulfillment by Customer of its payment obligations as described above. As such: (a) If Goods are processed combined, and/or mixed by Customer with other goods belonging to him, then Xxxxxx has the entire ownership on the new goods. If Goods are processed, combined, and/or mixed by Customer with other goods belonging to other suppliers, then Seller has a joint ownership right in the whole value of the new goods with such suppliers. In such case, Seller’s ownership shall be calculated on the basis of the ratio of the invoiced value of the Goods to the invoiced value of all goods, which were used for manufacturing the new goods. (b) As long as Customer is not in default and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods in the ordinary course of business. Use of Goods for executing service contracts and contracts for work, labour and material is herein regarded as a resale. (c) Customer’s receivables arising out of the resale of Goods are already assigned, for security purposes, exclusively to Seller. Customer is entitled to collect the receivables from reselling, unless Xxxxxx withdraws the direct debit authorization in case of any doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any of its payments. In the event Xxxxxx withdraws the direct debit authorization, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary in order to establish and confirm Seller’s rights with respect to third parties. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing security interests obtained by Customer for the benefit of Seller exceeds in total more than 20 % the total invoiced amount of the contractual debt of Customer, Seller is obliged, upon Customer’s request, to release Goods selected by Seller. (d) Customer shall have the sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes (i) to take a general liability all risks insurance policy, at its own cost, including coverage as to the deterioration and/or theft of all or a part of Goods and/or of the new goods and (ii) provide to Seller, at its first request, a certificate confirming both such insurance coverage and the payment of the insurance premium related thereto.
Appears in 4 contracts
Samples: General Conditions of Sale, General Conditions of Sale, General Conditions of Sale
Retention of Title. Supplied Goods shall remain 11.1. Title to all delivered goods remains with the Seller until the Buyer has paid all sums owing to the Seller in connection with the respective Contract and all 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 by the Buyer takes place on behalf of the Seller without imposing obligations on the Seller’s property until fulfillment by Customer of its payment obligations as described above. As such:
(a) If Goods the delivered goods are processed combined, and/or mixed by Customer with other goods belonging to himnot owned by the Seller, then Xxxxxx has the entire Seller acquires a co-ownership on the new goods. If Goods are processed, combined, and/or mixed by Customer with other newly produced goods belonging to other suppliers, then Seller has a joint ownership right in pro rata the whole value of the new delivered goods with such suppliersat the time of the processing.
11.2. In such case, Seller’s ownership The Buyer shall be calculated on the basis of the ratio of the invoiced value of the Goods to the invoiced value of all goods, which were used for manufacturing the new goods.
(b) As long as Customer is not in default and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods sell the delivered goods in the ordinary usual course of business. Use Any possible claims resulting from such sale shall herewith be assigned to the Seller in advance and the Buyer shall undertake all necessary publicity requirements for enforceability of Goods for executing service contracts and contracts for worksuch assignment. The Buyer shall provide The Seller with written customer lists upon the Seller’s request. If the Buyer sells any goods co-owned by the Seller, labour and material is herein regarded the assignment shall apply in the same volume as a resale.
(c) Customer’s receivables arising out of the resale of Goods are already assigned, for security purposes, exclusively to Sellerthis co-ownership. Customer is The Seller shall be entitled to collect the receivables from resellingassigned sum.
11.3. The Buyer is obliged to appropriately insure the goods still owned by the Seller against all common risks, unless Xxxxxx withdraws 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 direct debit authorization 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 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 doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any of its payments. In the event Xxxxxx withdraws the direct debit authorization, Customer is obliged intellectual property rights (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary in order to establish and confirm Seller’s e.g. trademark rights with respect regard to third parties. Customer shall be obligated to inform signs, logos and words, etc.) that are imprinted on the respective goods or packaging and waives any rights the Buyer may have against the Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing security interests obtained by Customer for the benefit of Seller exceeds in total more than 20 % the total invoiced amount of the contractual debt of Customer, Seller is obliged, upon Customer’s request, to release Goods selected by Sellerresulting therefrom.
(d) Customer shall have the sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above11.5. Moreover, Customer undertakes
(i) to take a general liability all risks insurance policyThe Seller may, at its own costfree discretion, including coverage as to however, also terminate the deterioration and/or theft of all or a part of Goods and/or unpaid order, without limiting any of the new goods and (ii) provide to Seller’s claims arising out of or in connection with the Buyer’s breach of contract, at its first request, a certificate confirming both such insurance coverage and the payment of the insurance premium related theretoin particular claims for damages.
Appears in 4 contracts
Samples: General Terms and Conditions of Sale, General Terms and Conditions of Sale, Sales Contracts
Retention of Title. Supplied Goods shall remain 11.1. Title to all delivered goods remains with the Seller until the Buyer has paid all sums owing to the Seller in connection with the respective Contract and all 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 by the Buyer takes place on behalf of the Seller without imposing obligations on the Seller’s property until fulfillment by Customer of its payment obligations as described above. As such:
(a) If Goods the delivered goods are processed combined, and/or mixed by Customer with other goods belonging to himnot owned by the Seller, then Xxxxxx has the entire Seller acquires a co-ownership on the new goods. If Goods are processed, combined, and/or mixed by Customer with other newly produced goods belonging to other suppliers, then Seller has a joint ownership right in pro rata the whole value of the new delivered goods with such suppliersat the time of the processing.
11.2. In such case, Seller’s ownership The Buyer shall be calculated on the basis of the ratio of the invoiced value of the Goods to the invoiced value of all goods, which were used for manufacturing the new goods.
(b) As long as Customer is not in default and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods sell the delivered goods in the ordinary usual course of business. Use Any possible claims resulting from such sale shall herewith be assigned to the Seller in advance and the Buyer shall undertake all necessary publicity requirements for enforceability of Goods for executing service contracts and contracts for worksuch assignment. The Buyer shall provide the Seller with written customer lists upon the Seller’s request. If the Buyer sells any goods co-owned by the Seller, labour and material is herein regarded the assignment shall apply in the same volume as a resale.
(c) Customer’s receivables arising out of the resale of Goods are already assigned, for security purposes, exclusively to Sellerthis co-ownership. Customer is The Seller shall be entitled to collect the receivables from resellingassigned sum.
11.3. The Buyer is obliged to appropriately insure the goods still owned by the Seller against all common risks, unless Xxxxxx withdraws 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 direct debit authorization 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 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 doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any of its payments. In the event Xxxxxx withdraws the direct debit authorization, Customer is obliged intellectual property rights (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary in order to establish and confirm Seller’s e.g. trademark rights with respect regard to third parties. Customer shall be obligated to inform signs, logos and words, etc.) that are imprinted on the respective goods or packaging and waives any rights the Buyer may have against the Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing security interests obtained by Customer for the benefit of Seller exceeds in total more than 20 % the total invoiced amount of the contractual debt of Customer, Seller is obliged, upon Customer’s request, to release Goods selected by Sellerresulting therefrom.
(d) Customer shall have the sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above11.5. Moreover, Customer undertakes
(i) to take a general liability all risks insurance policyThe Seller may, at its own costfree discretion, including coverage as to however, also terminate the deterioration and/or theft of all or a part of Goods and/or unpaid order, without limiting any of the new goods and (ii) provide to Seller’s claims arising out of or in connection with the Buyer’s breach of contract, at its first request, a certificate confirming both such insurance coverage and the payment of the insurance premium related theretoin particular claims for damages.
Appears in 4 contracts
Samples: Sales Contracts, Sales Contracts, Sales Contracts
Retention of Title. Supplied Goods 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 remain Seller’s property until fulfillment by Customer separately store and label the goods subject to extended retention of its payment obligations as described abovetitle.
2. As such:
(a) If Goods The goods subject to retention of title are processed combinedand finished for the Supplier as manufacturer within the meaning of Section 950 BGB, and/or mixed by Customer with other goods belonging to him, then Xxxxxx has without this creating an obligation for the entire ownership on the new goods. If Goods are processed, combined, and/or mixed by Customer with other goods belonging to other suppliers, then Seller has a joint ownership right in the whole value of the new goods with such suppliers. In such case, Seller’s ownership shall be calculated on the basis of the ratio of the invoiced value of the Goods to the invoiced value of all goods, which were used for manufacturing the new goods.
(b) As long as Customer is not in default and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods in the ordinary course of business. Use of Goods for executing service contracts and contracts for work, labour and material is herein regarded as a resale.
(c) Customer’s receivables arising out of the resale of Goods are already assigned, for security purposes, exclusively to Seller. Customer is entitled to collect the receivables from reselling, unless Xxxxxx withdraws the direct debit authorization in case of any doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any of its paymentsSupplier. In the event Xxxxxx withdraws of the direct debit authorizationBuyer processing goods subject to retention of title together with other goods, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary in order to establish and confirm Seller’s rights with respect to third parties. Customer Supplier shall be obligated entitled to inform Seller without delay about any garnishment and/or any other actions adversely affecting co-ownership of the Goods undertaken by third parties. If new items in proportion to the value of the existing security interests obtained 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 Customer 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 benefit Supplier and act with the due diligence of Seller exceeds 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 % 20%, the total invoiced amount 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 contractual debt Supplier with proof of Customer, Seller is obliged, such insurance upon Customer’s request, to release Goods selected by Seller.
(d) Customer 7. The Buyer shall have notify the sole liability for, 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 all risks and the costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
(i) to take a general liability all risks insurance policy, at its own cost, including coverage as to the deterioration and/or theft of all or a part of Goods and/or of the new goods and (ii) provide to Seller, at its first request, a certificate confirming both such insurance coverage and the payment of the insurance premium related theretointervention.
Appears in 4 contracts
Samples: General Terms and Conditions, General Terms and Conditions, General Terms and Conditions
Retention of Title. Supplied Goods shall remain Seller’s property until fulfillment by Customer of its payment obligations as described above. As such:
(a) If Goods are processed combined, and/or mixed by Customer with other goods belonging to him, then Xxxxxx 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 in the whole value of the new goods with such suppliers. In such case, Seller’s ownership shall be calculated on the basis of the ratio of the invoiced value of the Goods to the invoiced value of all goods, which were used for manufacturing the new goods.
(b) As long as Customer is not in default and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods in the ordinary course of business. Use of Goods for executing service contracts and contracts for work, labour and material is herein regarded as a resale.
(c) Customer’s receivables arising out of the resale of Goods are already assigned, for security purposes, exclusively to Seller. Customer is entitled to collect the receivables from reselling, unless Xxxxxx Seller withdraws the direct debit authorization authorisation in case of any doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any of its payments. In the event Xxxxxx Seller withdraws the direct debit authorizationauthorisation, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary in order to establish and confirm Seller’s rights with respect to third parties. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing security interests obtained by Customer for the benefit of Seller exceeds in total more than 20 % the total invoiced amount of the contractual debt of Customer, Seller is obliged, upon Customer’s request, to release Goods selected by Seller.
(d) Customer shall have the sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
undertakes (i) to take a general liability all risks insurance policy, at its own cost, including coverage as to the deterioration and/or theft of all or a part of Goods and/or of the new goods and and
(ii) provide to Seller, at its first request, a certificate confirming both such insurance coverage and the payment of the insurance premium related thereto.
Appears in 3 contracts
Samples: General Conditions of Sale, General Conditions of Sale, General Conditions of Sale
Retention of Title. Supplied Goods shall remain Seller’s property until fulfillment by Customer of its payment obligations as described above. As such:
(a) If Goods are processed combined, and/or mixed by Customer with other goods belonging to him, then Xxxxxx has the entire ownership on the new goods. If Goods are processed, combined, and/or mixed by Customer with other goods belonging to other suppliers, then Seller has a joint ownership right in the whole value of the new goods with such suppliers. In such case, Seller’s ownership shall be calculated on the basis of the ratio of the invoiced value of the Goods to the invoiced value of all goods, which were used for manufacturing the new goods.
(b) As long as Customer is not in default and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods in the ordinary course of business. Use of Goods for executing service contracts and contracts for work, labour and material is herein regarded as a resale.
(c) Customer’s receivables arising out of the resale of Goods are already assigned, for security purposes, exclusively to Seller. Customer is entitled to collect the receivables from reselling, unless Xxxxxx Seller withdraws the direct debit authorization authorisation in case of any doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any of its payments. In the event Xxxxxx withdraws the direct debit authorizationauthorisation, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary in order to establish and confirm Seller’s rights with respect to third parties. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing security interests obtained by Customer for the benefit of Seller exceeds in total more than 20 % the total invoiced amount of the contractual debt of Customer, Seller is obliged, upon Customer’s request, to release Goods selected by Seller.
(d) Customer shall have the sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
undertakes (i) to take a general liability all risks insurance policy, at its own cost, including coverage as to the deterioration and/or theft of all or a part of Goods and/or of the new goods and (ii) provide to Seller, at its first request, a certificate confirming both such insurance coverage and the payment of the insurance premium related thereto.
Appears in 3 contracts
Samples: General Conditions of Sale, General Conditions of Sale, General Conditions of Sale
Retention of Title. Supplied Goods shall remain Seller’s property until fulfillment by Customer of its payment obligations as described above. As such:
(a) If Goods are processed combined, and/or mixed by Customer with other goods belonging to him, then Xxxxxx has the entire ownership on the new goods. If Goods are processed, combined, and/or mixed by Customer with other goods belonging to other suppliers, then Seller has a joint ownership right in the whole value of the new goods with such suppliers. In such case, Seller’s ownership shall be calculated on the basis of the ratio of the invoiced value of the Goods to the invoiced value of all goods, which were used for manufacturing the new goods.
(b) As long as Customer is not in default and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods in the ordinary course of business. Use of Goods for executing service contracts and contracts for work, labour and material is herein regarded as a resale.
(c) Customer’s receivables arising out of the resale of Goods are already assigned, for security purposes, exclusively to Seller. Customer is entitled to collect the receivables from reselling, unless Xxxxxx withdraws the direct debit authorization in case of any doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any of its payments. In the event Xxxxxx withdraws the direct debit authorization, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary in order to establish and confirm Seller’s rights with respect to third parties. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing security interests obtained by Customer for the benefit of Seller exceeds in total more than 20 % the total invoiced amount of the contractual debt of Customer, Seller is obliged, upon Customer’s request, to release Goods selected by Seller.
(d) Customer shall have the sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
undertakes (i) to take a general liability all risks insurance policy, at its own cost, including coverage as to the deterioration and/or theft of all or a part of Goods and/or of the new goods and (ii) provide to Seller, at its first request, a certificate confirming both such insurance coverage and the payment of the insurance premium related thereto.
Appears in 3 contracts
Samples: General Conditions of Sale, General Conditions of Sale, General Conditions of Sale
Retention of Title. Supplied Goods shall remain Seller’s property Title to all delivered goods remains with Mondi until fulfillment 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 Customer the buyer takes place on behalf of its payment Mondi without imposing obligations as described aboveon Mondi. As such:
(a) If Goods the delivered goods are processed combined, and/or mixed by Customer with other goods belonging to himnot owned by Mondi, then Xxxxxx has the entire Mondi acquires a co-ownership on the new goods. If Goods are processed, combined, and/or mixed by Customer with other newly produced goods belonging to other suppliers, then Seller has a joint ownership right in pro rata the whole value of the new delivered goods with such suppliersat the time of the processing. In such case, Seller’s ownership The buyer shall be calculated on the basis of the ratio of the invoiced value of the Goods to the invoiced value of all goods, which were used for manufacturing the new goods.
(b) As long as Customer is not in default and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods sell the delivered goods in the ordinary usual course of business. Use Any possible claims resulting from such sale shall herewith be assigned to Mondi in advance and buyer shall undertake all necessary publicity requirements for enforceability of Goods for executing service contracts and contracts for worksuch assignment. Buyer shall not provide Mondi with written customer lists without Xxxxx’x prior consent in writing. If the buyer sells any goods co-owned by Mondi, labour and material is herein regarded the assignment shall apply in the same volume as a resale.
(c) Customer’s receivables arising out of the resale of Goods are already assigned, for security purposes, exclusively to Sellerthis co-ownership. Customer is Mondi shall be entitled to collect the receivables from resellingassigned sum. The buyer is obliged to appropriately insure the goods still owned by Mondi against all common risks, unless Xxxxxx withdraws particularly against fire, burglary or damage caused by water at its own expense, to treat them cautiously and 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 direct debit authorization 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 case the infringement of any doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any of its payments. In the event Xxxxxx withdraws the direct debit authorization, Customer is obliged intellectual property rights (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary in order to establish and confirm Seller’s e.g. trademark rights with respect regard to third partiessigns, logos and words, etc.) that are imprinted on the respective goods or packaging and waives any rights buyer may have against Mondi resulting therefrom. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing security interests obtained by Customer for the benefit of Seller exceeds in total more than 20 % the total invoiced amount of the contractual debt of Customer, Seller is obliged, upon Customer’s request, to release Goods selected by Seller.
(d) Customer shall have the sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
(i) to take a general liability all risks insurance policyMondi may, at its own costfree discretion, including coverage as to however, also terminate the deterioration and/or theft unpaid order, without limiting any of all Mondi’s claims arising out of or a part in connection with the buyer’s breach of Goods and/or of the new goods and (ii) provide to Sellercontract, at its first request, a certificate confirming both such insurance coverage and the payment of the insurance premium related theretoin particular claims for damages.
Appears in 2 contracts
Samples: General Conditions of Sale, General Conditions of Sale
Retention of Title. Supplied 7.1. To the extent permitted under the applicable laws, the full legal title and ownership of the Goods (“Reserved Goods”) shall remain 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 to the Buyer. For the sake of clarity, the risk for the Reserved Goods passes in accordance with the delivery term.
7.2. The Buyer shall give the Seller every assistance in taking any measures required to protect the Seller’s property until fulfillment 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 from all other goods. The Buyer is especially required to insure the Reserved Goods to their full replacement value at the Buyer’s own expense.
7.3. The Buyer is entitled to further sell the Reserved Goods in the normal course of business. However, the Buyer shall relinquish to the Seller any claims from the resale to its customers in the amount of the price of the Reserved Goods invoiced by Customer of its payment obligations as described abovethe Seller. As such:
(a) If the Reserved Goods are processed combined, and/or mixed by Customer resold together with other goods belonging items without a single price being agreed for the Reserved Goods, the Buyer shall relinquish to himthe 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, then Xxxxxx has the entire Seller shall be awarded co-ownership on in the new goods. If Goods are processed, combined, and/or mixed by Customer with other goods belonging to other suppliers, then Seller has a joint ownership right in object at the whole value of the new goods with such suppliers. In such case, Seller’s ownership shall be calculated on the basis of proportionate amount which results from the ratio of the invoiced value of the combined or mixed reserved Goods to the invoiced value of all goods, which were used for manufacturing the other combined or mixed items at the date of 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 new goodsitem defined herein.
(b) As long as Customer is not in default 7.5. If the Buyer fails to make any payment to the Seller when due and provided that it reserves compounds with its property rights, Customer is exclusively entitled to resell Goods in creditors or executes an assignment for the ordinary course of business. Use of Goods for executing service contracts and contracts for work, labour and material is herein regarded as a resale.
(c) Customer’s receivables arising out of the resale of Goods are already assigned, for security purposes, exclusively to Seller. Customer is entitled to collect the receivables from reselling, unless Xxxxxx withdraws the direct debit authorization in case of any doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any benefit of its payments. In 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 event Xxxxxx withdraws Seller shall have the direct debit authorization, Customer is obliged right without prejudice to any remedies: (i) to inform its clients immediately about enter without prior notice any premises where the assignment to Seller and that Seller is the owner of Goods, (ii) Reserved Goods owned by it may be restored and to give Seller all information repossess and documents necessary in order to establish and confirm Seller’s rights with respect to third parties. Customer shall be obligated to inform Seller without delay about dispose of any garnishment and/or any other actions adversely affecting the Reserved Goods undertaken owned by third parties. If the value of the existing security interests obtained by Customer for the benefit of Seller exceeds in total more than 20 % the total invoiced amount of the contractual debt of Customer, Seller is obliged, upon Customer’s request, to release Goods selected by Seller.
(d) Customer shall have the sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
(i) to take a general liability all risks insurance policy, at its own cost, including coverage it so as to discharge any sums owed to it by the deterioration and/or theft of all or a part of Goods and/or of the new goods Buyer and (ii) provide to Seller, at its first request, a certificate confirming both such insurance coverage withhold delivery of any undelivered Goods and stop any Goods in transit to the payment of the insurance premium related theretoBuyer and recover them.
Appears in 2 contracts
Retention of Title. Supplied Goods shall remain Seller’s property until fulfillment by Customer of its payment obligations as described above. As such:
(a) If Goods are processed combined, and/or mixed by Customer with other goods belonging to him, then Xxxxxx 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 in the whole value of the new goods with such suppliers. In such case, Seller’s ownership shall be calculated on the basis of the ratio of the invoiced value of the Goods to the invoiced value of all goods, which were used for manufacturing the new goods.
(b) As long as Customer is not in default and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods in the ordinary course of business. Use of Goods for executing service contracts and contracts for work, labour and material is herein regarded as a resale.
(c) Customer’s receivables arising out of the resale of Goods are already assigned, for security purposes, exclusively to Seller. Customer is entitled to collect the receivables from reselling, unless Xxxxxx Seller withdraws the direct debit authorization in case of any doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any of its payments. In the event Xxxxxx Seller withdraws the direct debit authorization, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary in order to establish and confirm Seller’s rights with respect to third parties. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing security interests obtained by Customer for the benefit of Seller exceeds in total more than 20 % the total invoiced amount of the contractual debt of Customer, Seller is obliged, upon Customer’s request, to release Goods selected by Seller.
(d) Customer shall have the sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
(i) to take a general liability all risks insurance policy, at its own cost, including coverage as to the deterioration and/or theft of all or a part of Goods and/or of the new goods and (ii) provide to Seller, at its first request, a certificate confirming both such insurance coverage and the payment of the insurance premium related thereto.
Appears in 2 contracts
Samples: General Conditions of Sale, General Conditions of Sale
Retention of Title. Supplied 7.1. To the extent permitted under the applicable laws, the full legal title and ownership of the Goods (“Reserved Goods”) shall remain 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 to the Buyer. For the sake of clarity, the risk for the Reserved Goods passes in accordance with the delivery term.
7.2. The Buyer shall give the Seller every assistance in taking any measures required to protect the Seller’s property until fulfillment 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 from all other goods. The Buyer is especially required to insure the Reserved Goods to their full replacement value at the Buyer’s own expense.
7.3. The Buyer is entitled to further sell the Reserved Goods in the normal course of business. However, the Buyer shall relinquish to the Seller any claims from the resale to its customers in the amount of the price of the Reserved Goods invoiced by Customer of its payment obligations as described abovethe Seller. As such:
(a) If the Reserved Goods are processed combined, and/or mixed by Customer resold together with other goods belonging items without a single price being agreed for the Reserved Goods, the Buyer shall relinquish to himthe 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, then Xxxxxx has the entire Seller shall be awarded co-ownership on in the new goods. If Goods are processed, combined, and/or mixed by Customer with other goods belonging to other suppliers, then Seller has a joint ownership right in object at the whole value of the new goods with such suppliers. In such case, Seller’s ownership shall be calculated on the basis of proportionate amount which results from the ratio of the invoiced value of the combined or mixed reserved Goods to the invoiced value of all goods, which were used for manufacturing the other combined or mixed items at the date of 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 new goodsitem defined herein.
(b) As long as Customer is not in default 7.5. If the Buyer fails to make any payment to the Seller when due and provided that it reserves compounds with its property rights, Customer is exclusively entitled to resell Goods in creditors or executes an assignment for the ordinary course of business. Use of Goods for executing service contracts and contracts for work, labour and material is herein regarded as a resale.
(c) Customer’s receivables arising out of the resale of Goods are already assigned, for security purposes, exclusively to Seller. Customer is entitled to collect the receivables from reselling, unless Xxxxxx withdraws the direct debit authorization in case of any doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any benefit of its payments. In 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 event Xxxxxx withdraws Seller shall have the direct debit authorization, Customer is obliged right without prejudice to any remedies: (i) to inform its clients immediately about enter without prior notice any premises where the assignment to Seller and that Seller is the owner of Goods, (ii) Reserved Goods owned by it may be restored and to give Seller all information repossess and documents necessary in order to establish and confirm Seller’s rights with respect to third parties. Customer shall be obligated to inform Seller without delay about dispose of any garnishment and/or any other actions adversely affecting the Reserved Goods undertaken owned by third parties. If the value of the existing security interests obtained by Customer for the benefit of Seller exceeds in total more than 20 % the total invoiced amount of the contractual debt of Customer, Seller is obliged, upon Customer’s request, to release Goods selected by Seller.
(d) Customer shall have the sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
(i) to take a general liability all risks insurance policy, at its own cost, including coverage it so as to discharge any sums owed to it by the deterioration and/or theft of all or a part of Goods and/or of the new goods Buyer and (ii) provide to Seller, at its first request, a certificate confirming both such insurance coverage withhold delivery of any undelivered Goods and stop any Goods in transit to the payment of the insurance premium related theretoBuyer and recover them.
Appears in 2 contracts
Retention of Title. Supplied 1. The title to all Goods delivered by the Seller to the Buyer shall remain vested in the Seller until the full payment of all accounts receivable by the Seller from the Buyer for any reason whatso ever provided that under current account arrangements the title so retained shall be deemed to be security for any balance owed to the Seller. The Buyer shall 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 property until fulfillment ordinary course of business provided that the Buyer shall no longer have the right so to dispose of any Title Reservation Goods if and as soon as the Buyer fails to make payments when payments are due. The Buyer shall not have the right to pledge or to transfer by Customer way of its payment obligations as described abovesecurity the title to any Title Reservation Goods. As such:
(a) If The Buyer shall be obligated to maintain the rights of the Seller if the Title Reservation Goods are processed combinedsold by the Buyer to any third party under credit arrangements. The Buyer shall promptly notify the Seller of any lien of attachment, and/or mixed 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 Customer 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 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 the 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. If the Goods are sold by the Buyer to any purchaser together with any other goods belonging Goods the title to himwhich is not vested in the Seller, then Xxxxxx a share of the full title to payment of the Buyer under said sale to said purchaser equal to the price of said Goods agreed between the Buyer and the Seller shall be deemed to have been assigned by the Buyer to the Seller.
3. Upon the request of the Buyer, the Seller shall waive any title to Goods delivered by the Seller to the Buyer in as far as the value of all Goods the title to which has been retained by the entire ownership Seller hereunder exceeds one hundred ten percent (110%) of the value of all titles to payment the Seller 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 notify the Seller promptly of any such destruction or loss or damage and shall, upon the request of the Seller, provide to the Seller any documentation of any such loss or damage such as, without limitation, any expert report on said destruction or loss or damage, the new goodsnames 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, and/or combined or mixed by Customer with other goods belonging Goods the title to other supplierswhich is not vested in the Seller, then Seller has a joint ownership right fraction of the title to the new product equal to the ratio between the price invoiced to the Buyer 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 whole value 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 goods with such suppliers. In such caseproduct thereby created, Seller’s ownership then the Buyer shall be calculated on deemed to have transferred to the basis Seller a fraction of the ratio title to any such new product computed in accordance with the principles of the invoiced value 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 Goods shall be subject to the invoiced value of all goods, which were used for manufacturing Seller receiving the new goods.
(b) As long as Customer is not in default and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods in full price agreed between the ordinary course of business. Use of Goods for executing service contracts and contracts for work, labour and material is herein regarded as a resale.
(c) Customer’s receivables arising out of the resale of Goods are already assigned, for security purposes, exclusively to Seller. Customer is entitled to collect the receivables from reselling, unless Xxxxxx withdraws the direct debit authorization in case of any doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any of its payments. In the event Xxxxxx withdraws the direct debit authorization, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary in order to establish and confirm Seller’s rights with respect to third parties. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing security interests obtained by Customer for the benefit of Seller exceeds in total more than 20 % the total invoiced amount of the contractual debt of Customer, Seller is obliged, upon Customer’s request, to release Goods selected by SellerBuyer therefore.
(d) Customer shall have the sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
(i) to take a general liability all risks insurance policy, at its own cost, including coverage as to the deterioration and/or theft of all or a part of Goods and/or of the new goods and (ii) provide to Seller, at its first request, a certificate confirming both such insurance coverage and the payment of the insurance premium related thereto.
Appears in 2 contracts
Samples: Sales Contracts, Sales Contracts
Retention of Title. Supplied 6.1 All delivered Goods shall 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 same holds also true for future and conditional claims.
6.2 If the Customer wilfully or negligently materially breaches the Contract, in particular if Customer is in default of payment with more than 10 % of the invoiced amount for a not insignificant period of time, Seller is entitled – without waiving other claims for damages – to withdraw from the contract and demand from Customer to return the Reserved Goods. After such return of the Reserved Goods, Seller is entitled to resell the Reserved Goods. The proceeds of the sale shall be credited towards the existing liabilities of Customer with deduction of reasonable sales costs.
6.3 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 until fulfillment and inform Xxxxxx immediately in written form.
6.4 In case of a treatment or processing of the Reserved Goods by Customer Customer, such treatment or processing is conducted for Seller as manufacturer in the sense of its payment obligations as described aboveSec. As such:
(a) If 950 BGB without Seller incurring any obligation. The processed and treated 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 deemed Reserved Goods are processed, combined, and/or mixed by Customer with other goods belonging to other suppliers, then Seller has a joint ownership right in the whole value sense of Clause 6.1.
6.5 If Customer processes, combines or mixes the Reserved Goods with goods owned by third parties, Seller shall be entitled to co-ownership of the new goods with such suppliers. In such case, Seller’s ownership shall be calculated on in the basis proportion of the ratio of the invoiced invoice value of the Reserved Goods to the invoiced invoice value of all goodsthe other goods used. If, which were due to such combining, mixing or processing, the property of Seller lapses, Customer shall already now transfer to Seller the title or inchoate 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 manufacturing Seller. The 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 transfer its ownership or co-ownership of the new goods to Customer under the condition precedent of the full payment of the purchase price.
(b) As 6.7 Customer shall only be entitled to resell the Reserved Goods within the due and proper course of business under its normal terms of business and only as long as Customer is not in default and with payments towards Seller, provided that it reserves its property rights, Customer retains title to such goods and transfers the claims arising from such resale to Seller in accordance with Clauses 6.8 and 6.9. Customer is exclusively entitled to resell Goods in forbidden from making any other disposals of the ordinary course Reserved Goods. The use of business. Use of the Reserved Goods for the purpose of executing service contracts and contracts for workwork and services or for work and materials, labour and material especially the firm connection of the Reserved Goods with the ground, is herein regarded as also deemed a resale.
(c) 6.8 Customer’s receivables 's claims arising out of from the resale of the Reserved Goods are shall already assigned, for security purposes, exclusively now be assigned to Seller. Seller herewith accepts such assignment. They serve security purposes to the same extent as the Reserved Goods in the sense of Clause 6.1.
6.9 If Customer resells the Reserved Goods together with other goods, the claims arising from such resale shall be assigned to Seller in the proportion of the invoice value of the Reserved Goods to the invoice value of the 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 claims from the resale corresponding to such co-ownership share shall be assigned to Seller. Seller herewith accepts such assignment.
6.10 Seller authorizes Customer to assert the claims assigned to Seller in its own name and to the account of Seller. Seller is entitled to collect the receivables from reselling, unless Xxxxxx withdraws the direct revoke this debit authorization in and to assert the claims itself, if Customer does not fulfil its payment obligations towards Seller. In case of any doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any of its payments. In Seller revoking the event Xxxxxx withdraws the direct debit authorization, Customer is shall be obliged (i) to inform its clients immediately about all debtors of the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary in order to establish and confirm Seller’s rights with respect to third parties. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing security interests obtained by Customer for the benefit of Seller exceeds in total more than 20 % the total invoiced amount of the contractual debt of Customer, Seller is obliged, upon Customer’s request, to release Goods selected by Sellerclaims.
(d) Customer shall have the sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
(i) to take a general liability all risks insurance policy, at its own cost, including coverage as to the deterioration and/or theft of all or a part of Goods and/or of the new goods and (ii) provide to Seller, at its first request, a certificate confirming both such insurance coverage and the payment of the insurance premium related thereto.
Appears in 2 contracts
Samples: General Conditions of Sale, General Conditions of Sale
Retention of Title. Supplied a. starlim-xxxxxxx reserves the ownership on all its delivered Goods shall remain Seller’s property until fulfillment by Customer of its complete payment obligations as described above. As such:
(a) If including interests and costs has been effected, even if the Goods are sold, amended, processed combined, and/or mixed by Customer with other goods belonging or fixed to him, then Xxxxxx has the entire ownership on Purchaser’s property.
b. The Purchaser shall assign to starlim-xxxxxxx – and starlim-xxxxxxx accepts this assignment – any and all further claims and rights arising from the new goods. If Goods are processed, combined, and/or mixed by Customer with other goods belonging to other suppliers, then Seller has a joint ownership right in the whole value of the new goods with such suppliers. In such case, Seller’s ownership shall be calculated on the basis of the ratio of the invoiced value 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 invoiced value Goods, the Purchaser has to apply a notation in his books or on the invoices and inform the debtors about this assignment. Starlim- xxxxxxx shall be entitled to demand hand-over of all goods, which were used necessary documents necessary for manufacturing enforcing the new goodsassigned claims.
(b) As long as Customer is c. Until full payment for all of starlim-xxxxxxx’x claims, the Purchaser shall not in default and provided that it reserves its property rights, Customer is exclusively be entitled to resell assign the Goods in or to burden them with any debts. In case of distraint, the ordinary course Purchaser shall be obliged to inform of business. Use starlim-xxxxxxx’x retention of Goods for executing service contracts title and contracts for work, labour and material is herein regarded as a resaleto advise starlim-xxxxxxx without delay.
(c) Customer’s receivables arising out d. starlim-xxxxxxx shall be entitled to demand immediate restitution of the resale of Goods 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 already assigned, for security purposes, exclusively to Selleropened or filed. Customer is entitled to collect the receivables from reselling, unless Xxxxxx withdraws the direct debit authorization The same shall apply in case of any doubt about Customer’s solvency and/or financial credibility rejection of a respective application due to lack of funds, if the Purchaser suspends his payments or if Customer is in arrears on any of he tries to achieve an extrajudicial compensation with its paymentscreditors. In Any return shall only be deemed a rescission from the event Xxxxxx withdraws contract subject to our express confirmation. starlim-xxxxxxx reserves the direct debit authorization, Customer is obliged (i) right to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary in order to establish and confirm Seller’s rights with respect to third partiesclaim damages from nonperformance. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing security interests obtained by Customer for the benefit of Seller exceeds in total more than 20 % the total invoiced amount of the contractual debt of Customer, Seller is obliged, upon Customer’s request, to release Goods selected by Seller.
(d) Customer shall have the sole liability for, and The buyer shall bear all risks costs and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
(i) to take a general liability all risks insurance policy, at its own cost, including coverage as to the deterioration and/or theft of all or a part of Goods and/or of the new goods and (ii) provide to Seller, at its first request, a certificate confirming both such insurance coverage and the payment of the insurance premium related theretoexpenses arising.
Appears in 2 contracts
Samples: General Terms and Conditions of Sale, General Terms and Conditions of Sale
Retention of Title. Supplied Goods shall remain Seller’s property until fulfillment by Customer of its payment obligations as described above. As such:
(a) If Goods are processed combined, and/or mixed by Customer with other goods belonging to him, then Xxxxxx 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 in the whole value of the new goods with such suppliers. In such case, Seller’s ownership shall be calculated on the basis of the ratio of the invoiced value of the Goods to the invoiced value of all goods, which were used for manufacturing the new goods.
(b) As long as Customer is not in default and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods in the ordinary course of business. Use of Goods for executing service contracts and contracts for work, labour and material is herein regarded as a resale.
(c) Customer’s receivables arising out of the resale of Goods are already assigned, for security purposes, exclusively to Seller. Customer is entitled to collect the receivables from reselling, unless Xxxxxx Seller withdraws the direct debit authorization in case of any doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any of its payments. In the event Xxxxxx Seller withdraws the direct debit authorization, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary in order to establish and confirm Seller’s rights with respect to third parties. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing security interests obtained by Customer for the benefit of Seller exceeds in total more than 20 % the total invoiced amount of the contractual debt of Customer, Seller is obliged, upon Customer’s request, to release Goods selected by Seller.
(d) Customer shall have the sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
undertakes (i) to take a general liability all risks insurance policy, at its own cost, including coverage as to the deterioration and/or theft of all or a part of Goods and/or of the new goods and (ii) provide to Seller, at its first request, a certificate confirming both such insurance coverage and the payment of the insurance premium related thereto.
Appears in 2 contracts
Samples: General Conditions of Sale, General Conditions of Sale
Retention of Title. Supplied Goods shall remain Seller’s property 11.1 The seller retains title to the goods until fulfillment by Customer of its payment obligations as described above. As such:
(a) If Goods are processed combined, and/or mixed by Customer with other goods belonging to him, then Xxxxxx has the entire ownership on the new goods. If Goods are processed, combined, and/or mixed by Customer with other goods belonging to other suppliers, then Seller has a joint ownership right in the whole value all claims of the new goods with such suppliersseller against the buyer arising from the business relationship, including future claims from contracts concluded at the same time or later, have been settled. In such case, Seller’s ownership This shall be calculated on the basis also apply if individual or all claims of the ratio Seller have been included in a current account and the balance has been struck and acknowledged.
11.2 If, in connection with the payment of the invoiced value purchase price by the Buyer, a bill of exchange liability of the Goods to Seller is established, the invoiced value retention of all goods, which were used for manufacturing title and the new goodsunderlying claim from deliveries of goods shall not expire before the payment of the bill of exchange by the Buyer as drawee.
(b) As long as Customer 11.3 The customer is not in default and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods the object of sale in the ordinary course of business. Use of Goods for executing service contracts and contracts for work; however, labour and material is herein regarded as a resale.
(c) Customer’s receivables arising out 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 sold unprocessed or after processing with objects which are exclusively the property of Goods 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 assigned, for security purposes, exclusively now assigns the claims arising from the resale in the amount of the value of the reserved goods with all ancillary rights and rank before the rest. The seller accepts the assignment. The purchaser is authorised to Sellercollect these claims even after assignment. Customer is entitled The seller's authority to collect the receivables 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 latter. If the reserved goods are processed, combined, mixed or blended with other goods not belonging to the Seller, the 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 item in proportion to the value of the processed or combined, mixed or blended goods subject to retention of title 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 reserved goods if the claim from resellingthe resale is transferred to us. The customer is not entitled to other remuneration for the reserved goods (e.g. pledging, unless Xxxxxx withdraws transfer by way of security). If the direct debit authorization customer is in case default of payment, he shall be obliged, at our request, to notify the third party customer of the assignment for payment to us and to disclose the necessary information and documents.
11.6 A lien in favour of the supplier shall be created on all raw materials of any doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any of its payments. In kind handed over by the event Xxxxxx withdraws the direct debit authorization, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary customer upon handover in order to establish secure all present and confirm Seller’s rights with respect to third parties. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting future claims of the Goods undertaken by third parties. Supplier arising from deliveries of goods.
11.7 If the value of the existing security interests obtained securities exceeds the claim s to be secured by Customer for the benefit of Seller exceeds in total more than 20 % 20%, the total invoiced amount of the contractual debt of Customer, Seller is obliged, upon Customer’s request, seller shall be obliged to release Goods selected by Sellerthe securities at the buyer's request.
(d) Customer shall have the sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
(i) to take a general liability all risks insurance policy, at its own cost, including coverage as to the deterioration and/or theft of all or a part of Goods and/or of the new goods and (ii) provide to Seller, at its first request, a certificate confirming both such insurance coverage and the payment of the insurance premium related thereto.
Appears in 2 contracts
Samples: General Terms and Conditions, General Terms and Conditions
Retention of Title. Supplied Goods (1) Seller retains title to all goods supplied by it until full payment of the amounts invoiced. If the goods have been used in the production or completion of other goods or plants or constructions, etc. the retention of title shall remain Seller’s 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 the property until fulfillment by Customer of its payment obligations as described above. As such:
(a) If Goods the Seller are processed combinedmixed, and/or mixed by Customer blended or combined with other goods belonging items, the Buyer already at this point assigns his ownership rights or co-ownership rights to him, then Xxxxxx has the entire ownership on the new goodsitem to the Seller and shall hold the item in safe custody for the Seller with the care of a prudent businessman. If Goods The Buyer may only sell the products which are processed, combined, and/or mixed by Customer with other goods belonging to other suppliers, then Seller has a joint ownership right in the whole value property of the new goods with such suppliers. In such case, Seller’s ownership shall be calculated on the basis of the ratio of the invoiced value of the Goods to the invoiced value of all goods, which were used for manufacturing the new goods.
(b) As long as Customer is not in default and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods Seller in the ordinary course of businessbusiness provided that he is not in default of payment and ensures that monies received are transferred to Seller. Use 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 his books or on his invoices. In the case of Goods for executing assignment, the Seller shall also be entitled to notify the customers of the Buyer. 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 automatically expire, if insolvency proceedings are opened over the assets of Buyer.
(2) In the event of any third-party action against Seller’s or service contracts results (such as plans, drawings) delivered under retention of title or any receivables assigned to Seller, Buyer shall notify such party of Seller’s property/ right and contracts for workimmediately inform Seller about such action. Buyer shall bear the costs of any intervention.
(3) If Buyer shall be in breach of contract, labour in particular in payment default, it shall, upon Seller’s demand, immediately return all goods delivered under retention of title and material is herein 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 resalerescission of this Agreement.
(c4) Customer’s receivables arising out Any assignment of the resale of Goods are already assignedthis Agreement, for security purposes, exclusively to Seller. Customer is entitled to collect the receivables from reselling, unless Xxxxxx withdraws the direct debit authorization in case or of any doubt about Customer’s solvency and/or financial credibility rights or if Customer is in arrears on any obligations hereunder by Xxxxx without prior written consent of its payments. In the event Xxxxxx withdraws the direct debit authorization, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary in order to establish and confirm Seller’s rights with respect to third parties. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing security interests obtained by Customer for the benefit of Seller exceeds in total more than 20 % the total invoiced amount of the contractual debt of Customer, Seller is obliged, upon Customer’s request, to release Goods selected by Sellernull and void.
(d) Customer shall have the sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
(i) to take a general liability all risks insurance policy, at its own cost, including coverage as to the deterioration and/or theft of all or a part of Goods and/or of the new goods and (ii) provide to Seller, at its first request, a certificate confirming both such insurance coverage and the payment of the insurance premium related thereto.
Appears in 2 contracts
Samples: General Terms and Conditions, General Terms and Conditions
Retention of Title. Supplied Goods shall remain Seller’s property until fulfillment fulfilment by Customer of its payment obligations as described above. As such:
(a) If Goods are processed combined, and/or mixed by Customer with other goods belonging to him, then Xxxxxx 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 in the whole value of the new goods with such suppliers. In such case, Seller’s ownership shall be calculated on the basis of the ratio of the invoiced value of the Goods to the invoiced value of all goods, which were used for manufacturing the new goods.
(b) As long as Customer is not in default and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods in the ordinary course of business. Use of Goods for executing service contracts and contracts for work, labour and material is herein regarded as a resale.
(c) Customer’s receivables arising out of the resale of Goods are already assigned, for security purposes, exclusively to Seller. Customer is entitled to collect the receivables from reselling, unless Xxxxxx Seller withdraws the direct debit authorization authorisation in case of any doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any of its payments. In the event Xxxxxx Seller withdraws the direct debit authorizationauthorisation, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary in order to establish and confirm Seller’s rights with respect to third parties. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing security interests obtained by Customer for the benefit of Seller exceeds in total more than 20 % the total invoiced amount of the contractual debt of Customer, Seller is obliged, upon Customer’s request, to release Goods selected by Seller.
(d) Customer shall have the sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
undertakes (i) to take a general liability all risks insurance policy, at its own cost, including coverage as to the deterioration and/or theft of all or a part of Goods and/or of the new goods and (ii) provide to Seller, at its first request, a certificate confirming both such insurance coverage and the payment of the insurance premium related thereto.
Appears in 2 contracts
Samples: General Conditions of Sale, General Conditions of Sale
Retention of Title. Supplied Goods shall remain Seller’s property Seller reserves title to all Material delivered by the Seller until fulfillment by Customer satisfaction in full of its payment obligations as described above. As such:
(a) If Goods are processed combined, and/or mixed by Customer with other goods belonging to him, then Xxxxxx has the entire ownership on the new goods. If Goods are processed, combined, and/or mixed by Customer with other goods belonging to other suppliers, then Seller has a joint ownership right in the whole value of the new goods with such suppliers. In such case, Seller’s ownership shall be calculated on the basis of the ratio of the invoiced value of the Goods all present and future claims due to the invoiced value of all goods, which were used for manufacturing Seller under the new goods.
(b) As long as Customer is not in default and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods in the ordinary course of business. Use of Goods for executing service contracts and contracts for work, labour and material is herein regarded as a resale.
(c) Customer’s receivables arising out of the resale of Goods are already assigned, for security purposes, exclusively to Seller. Customer is entitled to collect the receivables from reselling, unless Xxxxxx withdraws the direct debit authorization in case of any doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any of its paymentsAgreement. In the event Xxxxxx withdraws that any Material being subject to retention of title is connected, mixed or processed with any other material, the direct debit authorization, Customer is obliged (i) Seller acquires a co-ownership in any material newly created or in any material arising as a result of a mixture in proportion to inform its clients immediately about the assignment to Seller and that Seller is the owner value of Goods, (ii) and to give Seller all information and documents necessary in order to establish and confirm Seller’s rights with respect Material being subject to third parties. Customer shall be obligated retention of title as compared to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing other material as at the time of the connection, mixture or processing. The Seller shall not assert any claims in respect to the increase in value arising as a result of such connection, mixture or processing. In the event of a sale of any Material partially or entirely owned by the Seller, the purchase price claim under the resale is hereby assigned to the Seller up to the amount of the share of the value of the Seller’s Material in the aggregate purchase price. Seller hereby accepts such assignment. Any consideration received by the Buyer (material assets, cash or due from banks) shall be accepted as the Seller’s property. In the event that the value of the claims assigned to the Seller by way of security interests obtained exceeds Xxxxxx’s claims secured by Customer for way of retention of title towards the benefit of Seller exceeds in total Buyer by more than 20 % %, the total invoiced amount of the contractual debt of Customer, Seller is shall be obliged, upon Customer’s requestthe request of the Buyer, to release Goods selected any additional security provided. All assets (material, monies, etc.) entirely or partially owned by Seller.
(d) Customer the Seller shall have be separately stored by the sole liability forBuyer and adequately insured against loss, theft and damage by fire, water etc. To the extent that a hand-over is required, such hand-over shall bear all risks and costs associated with be substituted by the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) aboveMaterial etc. Moreover, Customer undertakes
(i) on the Seller’s behalf by the Buyer free of charge. The Buyer shall not be entitled to take a general liability all risks insurance policy, at its own cost, including coverage as pledge the Seller’s Material or transfer such Material by way of security. Any third-party seizure shall immediately be notified to the deterioration and/or theft of all or a part of Goods and/or Seller by submitting the documents required in connection with such an intervention. The costs of the new goods and (ii) provide to Seller, at its first request, a certificate confirming both such insurance coverage and intervention shall be borne by the payment of the insurance premium related theretoBuyer.
Appears in 2 contracts
Samples: General Terms and Conditions of Delivery and Payment, General Terms and Conditions of Delivery and Payment
Retention of Title. Supplied Goods shall 1.) The goods delivered by the Supplier remain Seller’s the property until fulfillment by Customer of its payment obligations as described above. As such:
(a) If Goods are processed combined, and/or mixed by Customer with other goods belonging to him, then Xxxxxx has the entire ownership on the new goods. If Goods are processed, combined, and/or mixed by Customer with other goods belonging to other suppliers, then Seller has a joint ownership right in the whole value of the new Supplier until full payment of all claims arising from the business relationship has been effected.
2.) The Buyer is not entitled to neither pledge nor assign the delivered goods with such supplierssubject to retention of title as security for a debt. In such casethe event of seizures and other court orders by third parties, Seller’s ownership shall be calculated on the basis Buyer must inform the third party about our reservation of title and must notify the ratio of the invoiced value of the Goods to the invoiced value of all goods, which were used for manufacturing the new goodsSupplier immediately in writing.
(b3.) As long as Customer The Buyer is not in default and provided that it reserves its property rightsentitled, Customer is exclusively entitled subject to resell Goods revocation at any time, to resell, to combine or to process the delivered 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.
(c4.) Customer’s receivables arising out In the event of the resale of Goods are already assignedretained goods, for the Buyer hereby assigns the Supplier (without the necessity of an explicit assignment) his claims from the resale as well as all security purposes, exclusively and ancillary rights against his customer up to Sellerthe amount of the value of the respective resold goods in order to secure our claim. Customer The Buyer is revocably entitled and obliged to collect the receivables 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 resellingany such processing or combination, unless Xxxxxx withdraws to the direct debit authorization in case extent of any doubt about Customer’s solvency and/or financial credibility 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 if Customer 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 in arrears on any of its payments. assigned to us.
6.) In the event Xxxxxx withdraws of suspension of payment or bankruptcy filing of the direct debit authorizationBuyer or in case the Buyer is in default of payment, Customer 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 expires. In this case we are entitled to take back the goods delivered subject to retention of title and to access the Buyer’s premises, where the goods are stored. Taking back the goods 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 is obliged (ito follow this request without delay. In case retained goods are re-sold, the Buyer must inform the Supplier on request immediately in writing, to whom he has sold the goods and which claims have arisen as a result of this resale.
8.) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary in order to establish and confirm Seller’s rights with respect to third parties. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing security interests obtained collateral exceeds our outstanding claims by Customer for the benefit of Seller exceeds in total more than 20 % %, the total invoiced amount Supplier must release individual securities on request of the contractual debt Buyer. The choice of Customer, Seller security to be released is obliged, upon Customerat the Supplier’s request, to release Goods selected by Sellerdiscretion.
(d9.) Customer shall have If the sole liability for, and shall bear all risks and costs associated with agreed retention of title or the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
(i) to take a general liability all risks insurance policy, at its own cost, including coverage as assignment is not legally valid according to the deterioration and/or theft law applicable where the retained goods are located, then a security corresponding to the retention of all title or a part of Goods and/or the assignment shall be deemed to be agreed. If the involvement of the new goods Buyer is necessary for this purpose, he must take all measures at his own expense that are required for substantiating and (ii) provide to Seller, at its first request, a certificate confirming both maintaining such insurance coverage and the payment of the insurance premium related theretorights.
Appears in 2 contracts
Samples: General Terms and Conditions of Sale, General Terms and Conditions of Sale
Retention of Title. Supplied Goods shall remain Seller’s property Title to all delivered goods remains with Mondi until fulfillment 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 Customer the buyer takes place on behalf of its payment Mondi without imposing obligations as described aboveon Mondi. As such:
(a) If Goods the delivered goods are processed combined, and/or mixed by Customer with other goods belonging to himnot owned by Mondi, then Xxxxxx has the entire Mondi acquires a co-ownership on the new goods. If Goods are processed, combined, and/or mixed by Customer with other newly produced goods belonging to other suppliers, then Seller has a joint ownership right in pro rata the whole value of the new delivered goods with such suppliersat the time of the processing. In such case, Seller’s ownership The buyer shall be calculated on the basis of the ratio of the invoiced value of the Goods to the invoiced value of all goods, which were used for manufacturing the new goods.
(b) As long as Customer is not in default and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods sell the delivered goods in the ordinary usual course of business. Use 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 Goods for executing service contracts and contracts for worksuch assignment. The buyer shall not provide Mondi with written customer lists without Xxxxx’x prior consent in writing. If the buyer sells any goods co-owned by Mondi, labour and material is herein regarded the assignment shall apply in the same volume as a resale.
(c) Customer’s receivables arising out of the resale of Goods are already assigned, for security purposes, exclusively to Sellerthis co-ownership. Customer is Mondi shall be entitled to collect the receivables from resellingassigned sum. The buyer is obliged to appropriately insure the goods still owned by Mondi against all common risks, unless Xxxxxx withdraws particularly against fire, burglary or damage caused by water at its own expense, to treat them cautiously and store them properly. In case the direct debit authorization 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 person. One or several of these acts shall not be 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, the buyer states and guaranties that this will not result in the infringement of any doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any of its payments. In the event Xxxxxx withdraws the direct debit authorization, Customer is obliged intellectual property rights (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary in order to establish and confirm Seller’s e.g. trademark rights with respect regard to third partiessigns, logos and words, etc.) that are imprinted on the respective goods or packaging and waives any rights the buyer may have against Mondi resulting therefrom. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing security interests obtained by Customer for the benefit of Seller exceeds in total more than 20 % the total invoiced amount of the contractual debt of Customer, Seller is obliged, upon Customer’s request, to release Goods selected by Seller.
(d) Customer shall have the sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
(i) to take a general liability all risks insurance policyMondi may, at its own costfree discretion, including coverage as to however, also terminate the deterioration and/or theft unpaid order, without limiting any of all Mondi’s claims arising out of or a part in connection with the buyer’s breach of Goods and/or of the new goods and (ii) provide to SellerContract, at its first request, a certificate confirming both such insurance coverage and the payment of the insurance premium related theretoin particular claims for damages.
Appears in 1 contract
Samples: General Terms and Conditions of Sale
Retention of Title. Supplied Goods The Seller shall remain retain the title to the goods delivered by him until all his claims arising from the business relationship with the Buyer have been satisfied. Any processing or treatment shall be carried out by the Buyer on behalf of the Seller’s property until fulfillment by Customer of its payment , without any obligations as described abovearising for the Seller. As such:
(a) If Goods are processed combined, and/or mixed by Customer the Buyer processes reserved goods with other goods belonging goods, the Seller shall be entitled to him, then Xxxxxx has the entire co-ownership on the new goods. If Goods are processed, combined, and/or mixed by Customer with other goods belonging to other suppliers, then Seller has a joint ownership right in the whole value of the new goods with such suppliers. In such case, Seller’s ownership shall be calculated on the basis of products in the ratio of the invoiced value of the Goods processed reserved goods to the invoiced value other goods at the time of all processing or treatment. 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 hold the products as a custodian for the Seller with commercial care. Upon request, which were used for manufacturing the new goods.
(b) As long as Customer is not Buyer shall provide the Seller at any time with information on the stock and condition of the Seller's goods in default his possession. The Buyer may only sell the delivered goods and provided that it reserves its property rightsthe products resulting from their treatment or processing, Customer is exclusively entitled to resell Goods their combination, blending and mixing in the ordinary course of business. Use Transfer by way of Goods for executing service contracts security, pledging and contracts for work, labour and material is herein regarded as a resale.
(c) Customer’s receivables arising out other disposals endangering the rights of the resale Seller are not permitted. The new object created by combining, mixing or blending serves as security for the Seller only to the amount of Goods are already assigned, for the sales price of the delivered reserved goods. The new item shall be deemed to be reserved goods within the meaning of this provision. The Buyer hereby assigns to the Seller as security purposes, exclusively the claims to Seller. Customer which the Buyer is entitled from the resale or on any other legal grounds concerning the reserved goods to the value of the reserved goods resold. At the request of the Seller, the Buyer shall be obliged to notify his buyers of the assignment and to provide the Seller with the information and documents required to assert his rights. As long as the Buyer meets his obligations, he is authorized to collect the receivables from reselling, unless Xxxxxx withdraws the direct debit authorization in case of any doubt about Customer’s solvency and/or financial credibility or if Customer assigned claims. If he is in arrears on any default, he shall pay the amounts received for the assigned claims to the Seller immediately. The other claims of its payments. In the event Xxxxxx withdraws Seller arising from the direct debit authorization, Customer is obliged (i) to inform its clients immediately about default of the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary in order to establish and confirm Seller’s rights with respect to third parties. Customer Buyer shall not be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken affected by third partiesthis. If the value of the existing security interests obtained securities exceeds the claims of the Seller by Customer for the benefit of Seller exceeds in total more than 20 % %, the total invoiced amount Buyer shall be entitled to demand the release of the contractual debt securities to this extent. The Buyer shall notify the Seller immediately of Customerany access by third parties to the reserved goods or the assigned claims, Seller is obliged, upon Customer’s request, to release Goods selected by Seller.
(d) Customer shall have handing over the sole liability for, and documents necessary for intervention. The Buyer shall bear all risks and the costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
(i) to take a general liability all risks insurance policy, at its own cost, including coverage as to the deterioration and/or theft of all or a part of Goods and/or of the new goods and (ii) provide to Seller, at its first request, a certificate confirming both such insurance coverage and the payment of the insurance premium related theretointervention.
Appears in 1 contract
Samples: General Terms of Sale
Retention of Title. Supplied Goods 3.1 The Seller retains the title to any products delivered until payment of the total claim from the business transaction has been effected. This shall remain 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 property until fulfillment by Customer 's balance claim. The Buyer shall treat good subject to retention of its payment obligations as described above. As such:title with care.
(a) 3.2 If Goods goods subject to retention of title are processed combined, and/or combined or mixed by Customer with other goods, the Buyer shall immediately assign any rights of property or co-property to the resulting goods belonging to him, then Xxxxxx has the entire ownership Seller; this shall not result in any obligations on the new goods. If Goods are processed, combined, and/or mixed by Customer with other goods belonging to other suppliers, then Seller has a joint ownership right in the whole value part of the new Seller. The newly created goods with such suppliers. In such case, Seller’s ownership shall be calculated on the basis considered as goods subject to retention of title in terms of the ratio of the invoiced value of the Goods to the invoiced value of all goods, which were used for manufacturing the new goodspresent Conditions.
(b) As long as Customer is not in default and provided that it reserves its property rights, Customer is exclusively entitled 3.3 The Buyer may dispose of goods subject to resell Goods retention of title in the ordinary course of business. Use Any other dispositions, particularly pledging and transfer by way of Goods for executing service contracts and contracts for work, labour and material is herein regarded security of goods subject to retention of title shall be prohibited. As soon as a resale.
(c) Customer’s receivables arising out upon conclusion of the resale relevant delivery agreement, the Buyer shall assign to the Seller any claims, including any additional rights to which the Buyer is entitled opposite its clients and which result from sales or otherwise, by way of Goods are already assigned, for security purposes, exclusively up to the amount of open claims on part of the Seller. Customer is The Buyer shall be entitled to collect any assigned claims in the receivables from resellingordinary course of business. Upon request, unless Xxxxxx withdraws the direct debit authorization in case of Buyer shall provide any doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any of its payments. In the event Xxxxxx withdraws the direct debit authorization, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary in order to establish and confirm Seller’s required by the Seller for the assertion of rights with respect to third parties. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. against its customer.
3.4 If the value of claims assigned by the existing Buyer by way of security interests obtained and the value of goods subject to retention of title exceeds the Seller's total claim by Customer for the benefit of Seller exceeds in total more than 20 % 20%, the total invoiced amount Buyer may request the release or retransfer of excessive securities.
3.5 The Seller's authorization to sell goods subject to retention of title and collect claims which may have arisen shall expire in case of non-compliance with the payment conditions, unauthorized dispositions, and if insolvency proceedings against the Buyer are applied for. In such case the Seller shall be entitled to immediately take possession of the contractual debt goods subject to retention of Customertitle.
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 and notify the Seller is obligedimmediately.
3.7 If the Seller utilizes its right to retention of title by withdrawal of goods subject to retention of title, upon Customer’s requestthe Seller shall be entitled to freely dispose of such goods or have them auctioned. Additional claims for damages, to release Goods selected in particular for loss of profit, are reserved by the Seller.
(d) Customer shall have the sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
(i) to take a general liability all risks insurance policy, at its own cost, including coverage as to the deterioration and/or theft of all or a part of Goods and/or of the new goods and (ii) provide to Seller, at its first request, a certificate confirming both such insurance coverage and the payment of the insurance premium related thereto.
Appears in 1 contract
Samples: Terms of Service
Retention of Title. Supplied Goods 10.1 Deliveries shall be made subject to retention of title. The delivered goods shall remain Seller’s the property until fulfillment by Customer of its payment obligations as described above. As such:
(a) If Goods are processed combined, and/or mixed by Customer with other goods belonging to him, then Xxxxxx has the entire ownership on the new goods. If Goods are processed, combined, and/or mixed by Customer with other goods belonging to other suppliers, then Seller has a joint ownership right in the whole value of the new Seller until full payment of all claims arising from the business relationship, including all ancillary claims. The Buyer may neither pledge the reserved goods with such suppliersnor assign them as security. In such caseThe Buyer shall notify the Seller immediately in writing of any interventions by third parties.
10.2 If the Buyer is in default, Seller’s ownership the Seller shall be calculated entitled to rescind the contract in accordance with the statutory provisions and to demand return of the goods on the basis of the ratio 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 invoiced value 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 Goods to item shall be borne by the invoiced value of all goods, which were used for manufacturing the new goodsBuyer.
(b) As long as Customer is not in default and provided that it reserves its property rights, Customer is exclusively 10.4 The Buyer shall be entitled to resell Goods combine the reserved goods with goods of third parties in the ordinary course of business. Use of Goods for executing service contracts and contracts for workIn this case, labour and material is herein regarded as a resale.
(c) Customer’s receivables arising out the Seller shall acquire co-ownership of the resale of Goods are already assigned, for security purposes, exclusively new items created by the combination in proportion to Seller. Customer is entitled to collect the receivables from reselling, unless Xxxxxx withdraws the direct debit authorization in case of any doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any of its payments. In the event Xxxxxx withdraws the direct debit authorization, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary in order to establish and confirm Seller’s rights with respect to third parties. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing security interests obtained by Customer for combined or newly produced items. The same shall apply in the benefit event of Seller exceeds in total more than 20 % the total invoiced amount mixing.
10.5 The Buyer hereby assigns co-ownership of the contractual debt item, provided that the Buyer's item is to be regarded as the main item. If the Buyer sells the 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 Customerthe 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 is further processed into a new item, the Seller is obliged, upon Customer’s request, shall be deemed to release Goods selected 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 (d) Customer 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 have remain authorized and obligated to collect the sole liability forclaim against the third party. This right expires automatically should the buyer stop his payments.
10.8 If the realizable value of the security exceeds 110% of the secured claim, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
(i) to take a general liability all risks insurance policySeller shall, at its own costthe Buyer's request, including coverage as to release the deterioration and/or theft of all or a part of Goods and/or excess portion of the new goods and (ii) provide to Seller, security at its first request, a certificate confirming both such insurance coverage and the payment of the insurance premium related theretodiscretion.
Appears in 1 contract
Samples: General Terms and Conditions
Retention of Title. Supplied Goods 1. The goods shall remain Seller’s the property of the seller until fulfillment full payment of all receivables for the delivery of goods arising from the business relationship, including ancillary claims, damages as well as payment of cheques and bills of exchange. The right of retention of title shall remain even if individual claims by Customer of its payment obligations as described above. As such:the seller are included in a current invoice and the balance is drawn and recognised.
(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 goods2. If Goods the goods supplied under retention of title are processedcombined by the purchaser into a new movable, combinedmixed or processed asset, and/or mixed by Customer with other goods belonging to other suppliersthis shall be done for the seller, then Seller has without him being liable as a joint result. By combining, mixing or processing the goods, the purchaser does not acquire ownership right in the whole value of the new goods item in accordance with such supplierssections 947 ff. In such caseBGB. By combining, Seller’s mixing or processing items that do not belong to the seller, the seller acquires ownership shall be calculated on the basis of the ratio new item in proportion to the value of his goods under retention of title in relation to the total value.
3. 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 invoiced value goods to the central authority subject to the condition of payment of the Goods to purchase price by the invoiced value of all goods, which were used for manufacturing central authority. The purchaser will only be released from their payment obligation upon payment by the new goodscentral authority.
(b) As long as Customer 4. The purchaser is not in default and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods or further process the goods only under consideration of the following conditions:
A: The purchaser may sell or process the goods under retention of title in the ordinary course of business, provided that his financial situation does not subsequently significantly deteriorate. Use of Goods for executing service contracts and contracts for work, labour and material is herein regarded as a resale.
(c) Customer’s receivables B: The purchaser hereby assigns any claim with all ancillary rights arising out of from the resale of Goods are already assignedthe goods under retention of title - including any balance claims - to the seller. The seller accepts this assignment.
C: If the goods were combined, for security purposesmixed or processed and the seller has acquired joint ownership by the amount of the invoiced value, exclusively to Seller. Customer is then he shall be entitled to collect the receivables from resellingpurchase price in proportion to the value of his rights to the goods.
D: If the purchaser sells the claim within the framework of factoring, unless Xxxxxx withdraws the direct debit authorization 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. The purchaser is obliged to disclose the assignment to the 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 recover the assigned receivables. The right to recover these claims shall expire in case of any doubt about Customer’s solvency and/or financial credibility default of payment by the purchaser or if Customer is in arrears on any significant deterioration of its paymentsthe assets of the purchaser. In this case the event Xxxxxx withdraws seller is au- thorised by the direct debit authorization, Customer is obliged (i) purchaser to inform its clients immediately about the customers of the assignment to Seller and that Seller is recover the owner of Goodsreceivables. To assert the assigned claims, (ii) and to give Seller all the purchaser shall provide the necessary information and documents necessary in order to establish permit verification of the information. In particular, he shall provide the seller with a detailed listing of all outstanding claims with the names and confirm Seller’s rights with respect to third parties. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third partiesaddresses of customers, amount of each claim, invoice date, etc.
5. If the value of the existing security interests obtained by Customer provided for the benefit seller exceeds the total amount of Seller exceeds in total the seller’s claims by more than 20 % 10%, then the total seller shall be obligated at the purchaser‘s request, to release securities at his discretion.
6. Pledging or transferring ownership of the goods by way of security or the assigned claims is inadmissible. The seller should inform the creditor immediately of any seizures naming the creditor of the 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 seller is free to sell the returned goods subject to the retention of title by private sale.
8. The purchaser shall store the goods under retention of title for the seller free of charge. He shall insure them against standard risks, such as 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 contractual debt of Customer, Seller is obliged, upon Customer’s request, to release Goods selected by Sellergoods. The seller accepts the assignment.
(d) Customer shall have 9. All claims and rights arising from the sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage retention of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
(i) to take a general liability all risks insurance policy, at its own cost, including coverage as to the deterioration and/or theft title of all or special forms defined in these con- ditions shall remain until there is a part complete release from contingent liabilities (check-xxxx of Goods and/or ex- change) that the seller has incurred in the interest of the new goods and (ii) provide purchaser. The purchaser is in the case of sentence 1 as a matter of principle allowed to Sellercarry out factoring for his accounts receivables. However, at its first request, a certificate confirming both such insurance coverage and he must inform the payment of the insurance premium related theretoseller before incurring contingent liabilities.
Appears in 1 contract
Samples: Terms of Payment and Delivery
Retention of Title. Supplied Goods shall The purchased goods remain the Seller’s 's property until fulfillment by Customer of its payment obligations as described above. As such:
(a) If Goods the receivables to which we are processed combined, and/or mixed by Customer with other goods belonging to him, then Xxxxxx has entitled under the entire ownership on the new goodssales contract are settled. If Goods are processed, combined, and/or mixed by Customer with other goods belonging to other suppliers, then Seller has the Buyer is a joint ownership right in merchant within the whole value meaning of the new German Commercial Code (HGB), we retain ownership to all delivered goods until receipt of all payments arising from the business relationship. The Buyer is obliged to handle the delivered goods with such supplierscare. In such caseparticular, Seller’s ownership shall be calculated on 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 basis of the ratio of the invoiced value of the Goods to the invoiced value of all goods, which were used for manufacturing the new goods.
(b) As long as Customer is not in default and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods delivered 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 however it hereby assigns to us all claims in the amount of the net invoice of the purchase price (including VAT) it owes against its customers or a third party due to the resale regardless of Goods are already assignedwhether the delivered goods have been sold with or without processing. We shall not attempt to recover these debts, as long as the Buyer continues to fulfill its payment obligations in accordance with contract and no petition for security purposesthe initiation of a insolvency proceedings is filed. If one of the circumstances mentioned just above occurs, exclusively to Seller. Customer is entitled the Buyer must supply us on request with all information necessary to collect the receivables from resellingassigned claim, unless Xxxxxx withdraws hand over pertinent documents and inform the direct debit authorization affected debtors (third parties) regarding the assignment. The Buyer shall immediately notify us in case writing in the event of any doubt about Customer’s solvency and/or financial credibility seizures or if Customer 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 such interventions, insofar as we are unable to pursue redress against a third party. The processing or modification of the delivered goods shall always be made for us. If the delivered goods are processed with other goods not belonging to us, we shall acquire joint ownership to the new goods in proportion to the value of the goods delivered to the other processed goods assessed at the time of 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 in arrears on any of its paymentsconsidered the main object, it is agreed that the customer shall transfer to us pro-rata co-ownership. The customer shall protect for us the resulting sole ownership or joint ownership. In the event Xxxxxx withdraws the direct debit authorization, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary in order to establish and confirm Seller’s rights with respect to third parties. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing security interests obtained guarantees exceed the claims secured thereby by Customer for the benefit of Seller exceeds in total more than 20 % 10%, the total invoiced amount Seller is obliged at the request of the contractual debt of Customer, Seller is obliged, upon Customer’s request, Buyer to release Goods selected by Seller.
(d) Customer shall the guarantees to which it is entitled. We have the sole liability for, and right to choose which guarantees shall bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
(i) to take a general liability all risks insurance policy, at its own cost, including coverage as to the deterioration and/or theft of all or a part of Goods and/or of the new goods and (ii) provide to Seller, at its first request, a certificate confirming both such insurance coverage and the payment of the insurance premium related theretobe released.
Appears in 1 contract
Samples: Sales Contracts
Retention of Title. Supplied Goods 4.1 Seller reserves the title to all the Products until Buyer makes all relevant payment in full. This also applies in case the payment for certain performances indicated by Xxxxx is made. If the retention of title is linked to special prerequisites or forms in the country or region where Buyer is located, Buyer is required to notify Seller accordingly and to ensure fulfillment at Buyer’s own expenses.
4.2 Linkage, blending or processing of the Products shall remain be conducted by Seller as the manu- facturer, but without occurring any obligations for Seller’s property until fulfillment . If (joint) title raised due to linkage, blen- ding or processing, it is agreed that Seller shall acquire joint title to the new item in proportion to the value of the Product supplied by Customer Seller compared with the other products at the time of its payment obligations as described abovelinkage, blending or processing. As such:Buyer shall store the items of which Seller has (joint) title for Seller without any additional charges.
4.3 Resellers are permitted for resale of the Products in the course of ordinary business unless being revoked. Seller may revoke the permission of resale if (a) If Goods Buyer stops payment, (b) Buyer is in delay of payment, or (c) upon the conclusion of the contract, if there are processed combined, and/or mixed by Customer with indications for deterioration of Buyer’s property or other goods belonging facts indicating that Seller’s claim will be endangered due to him, then Xxxxxx has the entire ownership on the new goodsBuyer’s lack of performance. If Goods are processed, combined, and/or mixed by Customer with other goods belonging to other suppliers, then For items in which Seller has a joint ownership right (joint) title, Buyer hereby as- signs Seller all claims arising from resale of the items delivered to third parties or from any other cause in law in the whole sum of the invoice value of the new goods corresponding items, and Buyer provides a guarantee. On demand Buyer is obliged to provide Seller with such supplierswritten declarations of assi- gnment. In such case, Seller’s ownership shall be calculated on Xxxxx is revocable authorized to collect the basis of assigned claims against the ratio of the invoiced value of the Goods to the invoiced value of all goods, which were used for manufacturing the new goods.
(b) As long as Customer is not in default and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods third party in the ordinary course of businessordinary business in its own name. Use This collection authorization may be revoked by the same reasons as the right 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 4.4 Pledges and transfers by way of the resale of Goods guarantee are already assigned, for security purposes, exclusively to Sellernot permitted. Customer is entitled to collect the receivables from reselling, unless Xxxxxx withdraws the direct debit authorization in case of any doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any of its payments. In the event Xxxxxx withdraws the direct debit authorization, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary in order to establish and confirm Seller’s rights with respect to third parties. Customer shall be obligated to Buyer must inform Seller without delay about of any garnishment and/or seizer and lien of property, or any other actions adversely affecting the Goods undertaken disposals or interferences by third parties. If .
4.5 Seller undertakes at its own discretion to release the pledge upon Xxxxx’s request insofar as the value of the existing security interests obtained by Customer for the benefit of Seller pledge thereof exceeds in total more than 20 20% the total invoiced amount of the contractual debt of Customer, Seller is obliged, upon Customer’s request, claim to release Goods selected by Sellerbe pledged.
(d) Customer shall have the sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
(i) to take a general liability all risks insurance policy, at its own cost, including coverage as to the deterioration and/or theft of all or a part of Goods and/or of the new goods and (ii) provide to Seller, at its first request, a certificate confirming both such insurance coverage and the payment of the insurance premium related thereto.
Appears in 1 contract
Samples: Sales Contracts
Retention of Title. Supplied Goods shall remain Seller’s property 11.1. The seller retains title to the goods until fulfillment by Customer of its payment obligations as described above. As such:
(a) If Goods are processed combined, and/or mixed by Customer with other goods belonging to him, then Xxxxxx has the entire ownership on the new goods. If Goods are processed, combined, and/or mixed by Customer with other goods belonging to other suppliers, then Seller has a joint ownership right in the whole value all claims of the new goods with such suppliersseller against the buyer arising from the business relationship, including future claims from contracts concluded at the same time or later, have been settled. In such case, Seller’s ownership This shall be calculated on the basis also apply if individual or all claims of the ratio Seller have been included in a current account and the balance has been struck and acknowledged.
11.2. If, in connection with the payment of the invoiced value purchase price by the Buyer, a bill of exchange liability of the Goods to Seller is established, the invoiced value retention of all goods, which were used for manufacturing title and the new goodsunderlying claim from deliveries of goods shall not expire before the payment of the bill of exchange by the Buyer as drawee.
(b) As long as Customer 11.3. The customer is not in default and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods the object of sale in the ordinary course of business. Use of Goods for executing service contracts and contracts for work; however, labour and material is herein regarded as a resale.
(c) Customer’s receivables arising out 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 sold unprocessed or after processing with objects which are exclusively the property of Goods 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 assigned, for security purposes, exclusively now assigns the claims arising from the resale in the amount of the value of the reserved goods with all ancillary rights and rank before the rest. The seller accepts the assignment. The purchaser is authorised to Sellercollect these claims even after assignment. Customer is entitled The seller's authority to collect the receivables 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 latter. If the reserved goods are processed, combined, mixed or blended with other goods not belonging to the Seller, the 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 item in proportion to the value of the processed or combined, mixed or blended goods subject to retention of title 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 reserved goods if the claim from resellingthe resale is transferred to us. The customer is not entitled to other remuneration for the reserved goods (e.g. pledging, unless Xxxxxx withdraws transfer by way of security). If the direct debit authorization customer is in case default of payment, he shall be obliged, at our request, to notify the third party customer of the assignment for payment to us and to disclose the necessary information and documents.
11.6. A lien in favour of the supplier shall be created on all raw materials of any doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any of its payments. In kind handed over by the event Xxxxxx withdraws the direct debit authorization, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary customer upon handover in order to establish secure all present and confirm Seller’s rights with respect to third parties. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting future claims of the Goods undertaken by third partiesSupplier arising from deliveries of goods.
11.7. If the value of the existing security interests obtained securities exceeds the claim s to be secured by Customer for the benefit of Seller exceeds in total more than 20 % 20%, the total invoiced amount of the contractual debt of Customer, Seller is obliged, upon Customer’s request, seller shall be obliged to release Goods selected by Sellerthe securities at the buyer's request.
(d) Customer shall have the sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
(i) to take a general liability all risks insurance policy, at its own cost, including coverage as to the deterioration and/or theft of all or a part of Goods and/or of the new goods and (ii) provide to Seller, at its first request, a certificate confirming both such insurance coverage and the payment of the insurance premium related thereto.
Appears in 1 contract
Samples: General Terms and Conditions
Retention of Title. Supplied Goods shall remain Seller’s property a. starlim//xxxxxxx reserves the ownership on all its delivered goods until fulfillment by Customer of its complete payment obligations as described above. As such:
(a) If including interests and costs has been effected, even if the Goods are processed combinedsold, and/or mixed by Customer with other goods belonging amended, pro- cessed or fixed to him, then Xxxxxx has the entire ownership on Purchaser’s property.
b. The Purchaser shall assign to starlim//xxxxxxx – and star- lim//xxxxxxx accepts this assignment – any and all further claims and rights arising from the new goods. If Goods are processed, combined, and/or mixed by Customer with other goods belonging to other suppliers, then Seller has a joint ownership right in the whole value of the new goods with such suppliers. In such case, Seller’s ownership shall be calculated on the basis of the ratio of the invoiced value resale of the Goods against the Purchaser or a third party, irrespective of whether the Goods to which title has been retained are re- sold without or after further processing or conversion. Until full payment for the invoiced value Goods, the Purchaser has to apply a nota- tion in his books or on the invoices and inform the debtors about this assignment. starlim//xxxxxxx shall be entitled to xx- xxxx hand-over of all goods, which were used necessary documents necessary for manufacturing en- forcing the new goodsassigned claims.
(b) As long as Customer is c. Until full payment for all of starlim//xxxxxxx’x claims, the Pur- chaser shall not in default and provided that it reserves its property rights, Customer is exclusively be entitled to resell assign the Goods in or to burden them with any debts. In case of distraint, the ordinary course Purchaser shall be obliged to inform of business. Use starlim//xxxxxxx’x retention of Goods for executing service contracts title and contracts for work, labour and material is herein regarded as a resaleto advise starlim//xxxxxxx without delay.
(c) Customer’s receivables arising out d. starlim//xxxxxxx shall be entitled to demand immediate restitu- tion of the resale of Goods 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 already assigned, for security purposes, exclusively to Selleropened or filed. Customer is entitled to collect the receivables from reselling, unless Xxxxxx withdraws the direct debit authorization The same shall apply in case of any doubt about Customer’s solvency and/or financial credibility rejection of a respec- tive application due to lack of funds, if the Purchaser suspends his payments or if Customer is in arrears on any of he tries to achieve an extrajudicial compen- sation with its paymentscreditors. In Any return shall only be deemed a re- scission from the event Xxxxxx withdraws contract subject to our express confirmation. starlim//xxxxxxx reserves the direct debit authorization, Customer is obliged (i) right to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary in order to establish and confirm Seller’s rights with respect to third partiesclaim damages from non- performance. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing security interests obtained by Customer for the benefit of Seller exceeds in total more than 20 % the total invoiced amount of the contractual debt of Customer, Seller is obliged, upon Customer’s request, to release Goods selected by Seller.
(d) Customer shall have the sole liability for, and The buyer shall bear all risks costs and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
(i) to take a general liability all risks insurance policy, at its own cost, including coverage as to the deterioration and/or theft of all or a part of Goods and/or of the new goods and (ii) provide to Seller, at its first request, a certificate confirming both such insurance coverage and the payment of the insurance premium related theretoexpenses aris- ing.
Appears in 1 contract
Samples: General Terms and Conditions of Sale
Retention of Title. Supplied Goods shall remain Seller’s property Title to all delivered goods remains with Mondi until fulfillment the buyer has paid all sums owing to Mondi in connection with the respective Contract and all other obligations of the buyer towards Xxxxx xxxx- ing under or in connection with the respective Contract have been fulfilled. Any processing of the delivered goods by Customer the buyer takes place on behalf of its payment Mondi without imposing obligations as described aboveon Mondi. As such:
(a) If Goods the delivered goods are processed combined, and/or mixed by Customer with other goods belonging to himnot owned by Mondi, then Xxxxxx has the entire Mondi acquires a co-ownership on the new goods. If Goods are processed, combined, and/or mixed by Customer with other newly produced goods belonging to other suppliers, then Seller has a joint ownership right in pro rata the whole value of the new delivered goods with such suppliersat the time of the processing. In such case, Seller’s ownership The buyer shall be calculated on the basis of the ratio of the invoiced value of the Goods to the invoiced value of all goods, which were used for manufacturing the new goods.
(b) As long as Customer is not in default and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods sell the delivered goods in the ordinary usual course of business. Use 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 enforcea- bility of Goods for executing service contracts and contracts for worksuch assignment. The buyer shall not provide Mondi with written customer lists without Xxxxx’x prior consent in writing. If the buyer sells any goods co-owned by Mondi, labour and material is herein regarded the assignment shall apply in the same volume as a resale.
(c) Customer’s receivables arising out of the resale of Goods are already assigned, for security purposes, exclusively to Sellerthis co-ownership. Customer is Mondi shall be entitled to collect the receivables from resellingassigned sum. The buyer is obliged to appropriately insure the goods still owned by Mondi against all common risks, unless Xxxxxx withdraws particularly against fire, bur- glary or damage caused by water at its own expense, to treat them cautiously and store them properly. In case the direct debit authorization buyer is in delay of overdue payment considering a grace period of 10 working days, Mondi shall be entitled to xx- xxxx 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 person. One or several of these acts shall not be consid- ered as termination of the respective orders and do not relieve the buyer to effect payment of the invoiced amounts. In case the deliv- ered goods are sold to third parties by Mondi, the buyer states and guaranties that this will not result in the infringement of any doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any of its payments. In the event Xxxxxx withdraws the direct debit authorization, Customer is obliged intel- lectual property rights (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary in order to establish and confirm Seller’s e.g. trademark rights with respect regard to third partiessigns, logos and words, etc.) that are imprinted on the respective goods or packaging and waives any rights the buyer may have against Mondi resulting therefrom. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing security interests obtained by Customer for the benefit of Seller exceeds in total more than 20 % the total invoiced amount of the contractual debt of Customer, Seller is obliged, upon Customer’s request, to release Goods selected by Seller.
(d) Customer shall have the sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
(i) to take a general liability all risks insurance policyMondi may, at its own costfree discretion, including coverage as to however, also terminate the deterioration and/or theft un- paid order, without limiting any of all Mondi’s claims arising out of or a part in connection with the buyer’s breach of Goods and/or of the new goods and (ii) provide to SellerContract, at its first request, a certificate confirming both such insurance coverage and the payment of the insurance premium related theretoin particular claims for damages.
Appears in 1 contract
Samples: General Conditions of Sale
Retention of Title. Supplied Goods 35.1 Also after having been made available and/or delivered to the buyer, the sold property shall remain Seller’s MOUNTAIN GROUP's property until fulfillment as long as the buyer has not fully complied with its obligations pursuant to the contract of sale or for any other reason (including without limitation payment of MOUNTAIN GROUP's possible claims for any shortcoming on the part of the buyer). The above shall apply in full in the event of processing, treatment or assembly of the sold property.
35.2 During the period that the ownership of the sold property is still vested in MOUNTAIN GROUP, the buyer shall keep the sold property in custody for MOUNTAIN GROUP and the buyer shall be obliged to keep apart the sold property which has been delivered subject to a retention of title with due care and as recognizable property of MOUNTAIN GROUP.
35.3 During the period that the ownership of the sold property is still vested in MOUNTAIN GROUP, in the event that third parties wish to enforce rights or take measures in respect of the sold property, the buyer shall inform MOUNTAIN GROUP thereof immediately in writing and give those third parties written notice of MOUNTAIN GROUP's title immediately. If as a result of measures by Customer third parties the sold property should be removed from the buyer's control, the buyer shall inform MOUNTAIN GROUP of this in writing within 24 hours and take appropriate measures against this. For the protection of its payment obligations as described above. As such:
(a) If Goods are processed combined, and/or mixed rights MOUNTAIN GROUP shall be entitled to take all measures deemed necessary 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 it – possibly in the whole value name of the new goods with such suppliersbuyer. In such case, Seller’s ownership The costs of those measures shall be calculated on the basis for account of the ratio buyer and will have to be paid to MOUNTAIN GROUP on first request.
35.4 If, in spite of the invoiced value above, MOUNTAIN GROUP nevertheless loses the ownership, the buyer shall fully co-operate with the creation of a security right over the Goods to the invoiced value of all goods, which were used for manufacturing the new goods.
(b) As long as Customer is not in default and provided that it reserves its sold property rights, Customer is exclusively entitled to resell Goods in the ordinary course of business. Use of Goods for executing service contracts and contracts for work, labour and material is herein regarded as a resale.
(c) Customer’s receivables arising out of the resale of Goods are already assigned, for security purposes, exclusively to Seller. Customer is entitled to collect the receivables from reselling, unless Xxxxxx withdraws the direct debit authorization in case of any doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any of its payments. In the event Xxxxxx withdraws the direct debit authorization, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary in order to establish and confirm Seller’s rights with respect to third parties. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing security interests obtained by Customer for the benefit of Seller exceeds MOUNTAIN GROUP. Furthermore the buyer shall fully co-operate 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, safeguarding MOUNTAIN GROUP's rights and claims and shall bear all costs associated therewith.
35.5 Subject to the provisions in article 15 MOUNTAIN GROUP shall be entitled, if the buyer fails to perform any of its obligations of payment in respect of MOUNTAIN GROUP or MOUNTAIN GROUP has good reasons to fear that it will fail in the fulfilment of those obligations, to take back the goods delivered with retention of title without prior notification to the buyer, without prejudice to MOUNTAIN GROUP's right to further compensation and without being required to repay any amount paid by the buyer to MOUNTAIN GROUP up to that moment.
35.6 In spite of any retention of title for MOUNTAIN GROUP all risks and costs associated with responsibility for the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
(i) to take a general liability all risks insurance policy, at its own cost, including coverage as sold property shall pass to the deterioration and/or theft buyer at the time of delivery by MOUNTAIN GROUP. The buyer shall indemnify MOUNTAIN GROUP from all or a part claims of Goods and/or of the new goods and (ii) provide to Seller, at its first request, a certificate confirming both such insurance coverage and the payment of the insurance premium related theretothird parties.
Appears in 1 contract
Samples: General Conditions
Retention of Title. Supplied Goods shall remain Seller’s property The title to all goods supplied remains with Coveris until fulfillment all amounts owed to Coveris in connection with the respective contract have been paid by Customer the buyer and all other obligations of its payment the buyer with respect to Coveris resulting from or in connection with the respective contract have been fulfilled. Any processing by the buyer of the delivered goods takes place on behalf of Coveris, without resulting in any obligations as described aboveon Coveris. As such:
(a) If Goods the goods delivered are processed combined, and/or mixed by Customer together with other goods belonging to himthat are not the property of Coveris, then Xxxxxx has Coveris acquires co-ownership of the entire ownership on newly produced goods pro rata the new goods. If Goods are processed, combined, and/or mixed by Customer with other goods belonging to other suppliers, then Seller has a joint ownership right in the whole value of the new delivered goods with such suppliersat the time of the processing. In such case, Seller’s ownership The buyer shall be calculated on the basis of the ratio of the invoiced value of the Goods to the invoiced value of all goods, which were used for manufacturing the new goods.
(b) As long as Customer is not in default and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods sell the delivered goods in the ordinary course of business. Use All claims resulting from such sale shall hereby be assigned in advance to Coveris and the buyer shall undertake all necessary publicity requirements for enforceability of Goods for executing service contracts and contracts for worksuch assignment. The buyer shall not provide Coveris with written customer lists without Coveris' prior written consent. If the buyer sells any goods co-owned by Coveris, labour and material is herein regarded the assignment shall apply in the same extent as a resale.
(c) Customer’s receivables arising out of the resale of Goods are already assigned, for security purposes, exclusively to Sellerco-ownership. Customer is Coveris shall be entitled to collect the receivables from resellingassigned amount. The buyer is obliged to appropriately insure at its own expense all goods still owned by Coveris against all common risks, unless Xxxxxx withdraws particularly against fire, burglary or water damage, to handle the direct debit authorization in case of any doubt about Customer’s solvency and/or financial credibility or if Customer goods cautiously and store them properly. If the buyer is in arrears with a payment after consideration of a 10 working-day grace period, Coveris shall be entitled to demand restitution of the delivered goods or to collect the delivered goods and to sell them as is (i.e. including packing) to any third party. One or several of these actions are not considered as cancellation of the respective orders and do not relieve the buyer from payment of the invoiced amounts. In case the delivered goods are sold by Coveris to a third party, the buyer declares and guarantees that this will not infringe on any of its paymentsintellectual property rights (e.g. trademark laws regarding signs, logos and words, etc.), that are imprinted on the respective goods or packaging, whereby the buyer waives any rights the buyer may have against Coveris. In the event Xxxxxx withdraws the direct debit authorization, Customer Coveris is obliged (i) likewise entitled to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary in order to establish and confirm Seller’s rights with respect to third parties. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing security interests obtained by Customer for the benefit of Seller exceeds in total more than 20 % the total invoiced amount of the contractual debt of Customer, Seller is obliged, upon Customer’s request, to release Goods selected by Seller.
(d) Customer shall have the sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
(i) to take a general liability all risks insurance policy, cancel at its own costdiscretion the unpaid order without limiting the ability to enforce its rights through or in connection with a breach of contract by the buyer, including coverage as to the deterioration and/or theft of all or a part of Goods and/or of the new goods and (ii) provide to Seller, at its first request, a certificate confirming both such insurance coverage and the payment of the insurance premium related theretoin particular regarding claims for damages.
Appears in 1 contract
Samples: General Conditions of Sale
Retention of Title. Supplied Goods (1) We shall remain Seller’s property until fulfillment by Customer of its payment obligations as described above. As such:
(a) If Goods are processed combined, and/or mixed by Customer with other goods belonging to him, then Xxxxxx has the entire ownership on the new goods. If Goods are processed, combined, and/or mixed by Customer with other goods belonging to other suppliers, then Seller has a joint ownership right in the whole value retain full title of the new goods with such suppliers. In such case, Seller’s ownership silver that have been delivered until the Buyer has discharged all claims arising from the business relationship which 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 goodsinclude any account balance and claims from refinancing or reverse promissory notes.
(b2) As long as Customer is not in default and provided that it reserves its property rights, Customer is exclusively entitled The Buyer shall have the right to resell Goods in dispose of the silver delivered by us within 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.
The authority granted hereunder shall cease in the cases referred to in § 8 (c) Customer’s receivables arising out of the resale of Goods are already assigned, for security purposes, exclusively to Seller. Customer is entitled to collect the receivables from reselling, unless Xxxxxx withdraws the direct debit authorization in case of any doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any of its payments. In the event Xxxxxx withdraws the direct debit authorization, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary in order to establish and confirm Seller’s rights with respect to third parties. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing security interests obtained by Customer for the benefit of Seller exceeds in total more than 20 % the total invoiced amount of the contractual debt of Customer, Seller is obliged, upon Customer’s request, to release Goods selected by Seller.
(d) Customer shall have the sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a4) above. Moreover, Customer undertakeswe 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.
(i3) The Buyer’s right to take a general liability all risks insurance policy, at its own cost, including coverage as process the silver delivered shall also be subject to the deterioration and/or theft limitations set out in subsection (2) above. The Buyer shall not acquire title to the 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.
(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 proportion of title shall follow from the proportion of the invoice value of the silver delivered by us under retention of title and 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 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 scope of such sale, shall have issued or confirmed a letter of credit for the benefit of the Buyer (= reseller). We hereby accept such assignment. If the silver delivered under retention of title shall be a processed good or a part 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 Goods and/or a (simple) retention of title, then the Buyer shall assign all of the new goods and (ii) provide 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 Seller, at its first request, receive any resale proceeds on a certificate confirming both such insurance coverage pro rata basis which shall be determined in proportion to the invoice value of our silver and the payment 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 insurance premium related theretoBuyer, 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 any third party action against our silver delivered under retention of title or any receivables assigned to us, the Buyer shall notify such party of our property/our right and immediately inform us about such action. The Buyer shall bear the costs of 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. Supplied a. starlim-xxxxxxx reserves the ownership on all its delivered Goods shall remain Seller’s property until fulfillment by Customer of its complete payment obligations as described above. As such:
(a) If including interests and costs has been effected, even if the Goods are sold, amended, processed combined, and/or mixed by Customer with other goods belonging or fixed to him, then Xxxxxx has the entire ownership on Purchaser’s property.
b. The Purchaser shall assign to starlim-xxxxxxx – and starlim-xxxxxxx accepts this assignment – any and all further claims and rights arising from the new goods. If Goods are processed, combined, and/or mixed by Customer with other goods belonging to other suppliers, then Seller has a joint ownership right in the whole value of the new goods with such suppliers. In such case, Seller’s ownership shall be calculated on the basis of the ratio of the invoiced value 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 invoiced value Goods, the Purchaser has to apply a notation in his books or on the invoices and inform the debtors about this assignment. Starlim-xxxxxxx shall be entitled to demand hand-over of all goods, which were used necessary documents necessary for manufacturing enforcing the new goodsassigned claims.
(b) As long as Customer is c. Until full payment for all of starlim-xxxxxxx’x claims, the Purchaser shall not in default and provided that it reserves its property rights, Customer is exclusively be entitled to resell assign the Goods in or to burden them with any debts. In case of distraint, the ordinary course Purchaser shall be obliged to inform of business. Use starlim-xxxxxxx’x retention of Goods for executing service contracts title and contracts for work, labour and material is herein regarded as a resaleto advise starlim-xxxxxxx without delay.
(c) Customer’s receivables arising out d. starlim-xxxxxxx shall be entitled to demand immediate restitution of the resale of Goods 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 already assigned, for security purposes, exclusively to Selleropened or filed. Customer is entitled to collect the receivables from reselling, unless Xxxxxx withdraws the direct debit authorization The same shall apply in case of any doubt about Customer’s solvency and/or financial credibility rejection of a respective application due to lack of funds, if the Purchaser suspends his payments or if Customer is in arrears on any of he tries to achieve an extrajudicial compensation with its paymentscreditors. In Any return shall only be deemed a rescission from the event Xxxxxx withdraws contract subject to our express confirmation. starlim-xxxxxxx reserves the direct debit authorization, Customer is obliged (i) right to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary in order to establish and confirm Seller’s rights with respect to third partiesclaim damages from nonperformance. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing security interests obtained by Customer for the benefit of Seller exceeds in total more than 20 % the total invoiced amount of the contractual debt of Customer, Seller is obliged, upon Customer’s request, to release Goods selected by Seller.
(d) Customer shall have the sole liability for, and The buyer shall bear all risks costs and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
(i) to take a general liability all risks insurance policy, at its own cost, including coverage as to the deterioration and/or theft of all or a part of Goods and/or of the new goods and (ii) provide to Seller, at its first request, a certificate confirming both such insurance coverage and the payment of the insurance premium related theretoexpenses arising.
Appears in 1 contract
Samples: General Terms and Conditions of Sale
Retention of Title. Supplied Goods 1. The goods shall remain Seller’s the property of the seller until fulfillment full payment of all receivables for the delivery of goods arising from the business relationship, including ancillary claims, damages as well as payment of cheques and bills of exchange. The right of retention of title shall remain even if individual claims by Customer of its payment obligations as described above. As such:the seller are included in a current invoice and the balance is drawn and recognised.
(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 goods2. If Goods the goods supplied under retention of title are processedcombined by the purchaser into a new movable, combinedmixed or processed asset, and/or mixed by Customer with other goods belonging to other suppliersthis shall be done for the seller, then Seller has without him being liable as a joint result. By combining, mixing or processing the goods, the purchaser does not acquire ownership right in the whole value of the new goods item in accordance with such supplierssections 947 ff. In such caseBGB. By combining, Seller’s mixing or processing items that do not belong to the seller, the seller acquires ownership shall be calculated on the basis of the ratio new item in proportion to the value of his goods under retention of title in relation to the total value.
3. 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 invoiced value goods to the central authority subject to the condition of payment of the Goods to purchase price by the invoiced value of all goods, which were used for manufacturing central authority. The purchaser will only be released from their payment obligation upon payment by the new goodscentral authority.
(b) As long as Customer 4. The purchaser is not in default and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods or further process the goods only under consideration of the following conditions:
a) The purchaser may sell or process the goods under retention of title 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 resaleprovided that his financial situation does not subsequently significantly deteriorate.
(cb) Customer’s receivables The purchaser hereby assigns any claim with all ancillary rights arising out of from the resale of Goods are already assignedthe goods under retention of title - including any balance claims - to the seller. The seller accepts this assignment.
c) If the goods were combined, for security purposesmixed or processed and the seller has acquired joint ownership by the amount of the invoiced value, exclusively to Seller. Customer is then he shall be entitled to collect the receivables from resellingpurchase price in proportion to the value of his rights to the goods.
d) If the purchaser sells the claim within the framework of factoring, unless Xxxxxx withdraws the direct debit authorization 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. The purchaser is obliged to disclose the assignment to the 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 recover the assigned receivables. The right to recover these claims shall expire in case of any doubt about Customer’s solvency and/or financial credibility default of payment by the purchaser or if Customer is in arrears on any significant deterioration of its paymentsthe assets of the purchaser. In this case the event Xxxxxx withdraws seller is authorised by the direct debit authorization, Customer is obliged (i) purchaser to inform its clients immediately about the customers of the assignment to Seller and that Seller is recover the owner of Goodsreceivables. To assert the assigned claims, (ii) and to give Seller all the purchaser shall provide the necessary information and documents necessary in order to establish permit verification of the information. In particular, he shall provide the seller with a detailed listing of all outstanding claims with the names and confirm Seller’s rights with respect to third parties. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third partiesaddresses of customers, amount of each claim, invoice date, etc.
5. If the value of the existing security interests obtained by Customer provided for the benefit seller exceeds the total amount of Seller exceeds in total the seller’s claims by more than 20 % 10%, then the total seller shall be obligated at the purchaser's request, to release securities at his discretion.
6. Pledging or transferring ownership of the goods by way of security or the assigned claims is inadmissible. The seller should inform the creditor immediately of any seizures naming the creditor of the 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 seller is free to sell the returned goods subject to the retention of title by private sale.
8. The purchaser shall store the goods under retention of title for the seller free of charge. He shall insure them against standard risks, such as 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 contractual debt of Customer, Seller is obliged, upon Customer’s request, to release Goods selected by Sellergoods. The seller accepts the assignment.
(d) Customer shall have 9. All claims and rights arising from the sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage retention of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
(i) to take a general liability all risks insurance policy, at its own cost, including coverage as to the deterioration and/or theft title of all or special forms defined in these conditions shall remain until there is a part complete release from contingent liabilities (check-bill of Goods and/or exchange) that the seller has incurred in the interest of the new goods and (ii) provide purchaser. The purchaser is in the case of sentence 1 as a matter of principle allowed to Sellercarry out factoring for his accounts receivables. However, at its first request, a certificate confirming both such insurance coverage and he must inform the payment of the insurance premium related theretoseller before incurring contingent liabilities.
Appears in 1 contract
Samples: Standard Conditions
Retention of Title. Supplied Goods 5.1. Until complete payment of all present and future receivables arising from the agreement and of the ongoing business relationship to the buyer, the Seller shall remain retain title in the goods sold.
5.2. The goods delivered under the retention of title shall not be permitted either to be pledged to third parties or to be transferred as collateral prior to full payment of the secured receivables. The buyer shall inform the Seller in writing without undue delay if a petition to initiate bankruptcy proceedings is lodged or to the extent that access by third parties ( e.g. pledges) is effected on the goods delivered under the Seller’s property until fulfillment by Customer retention of title.
5.3. The handling and processing of the goods delivered under the retention of title shall be effected on behalf of the Seller such that the Seller is to be regarded as a ( co-) manufac- turer of the handled or processed goods according to its payment obligations invoice value, as described above. As such:
(acontemplated under § 950 of the Civil Code ( the 'BGB' ) 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 and shall receive joint ownership right title in the whole value newly created item in proportion to its invoice value.
5.4. In the event of the new goods with such suppliers. In such case, Seller’s ownership shall be calculated on withdrawal from the basis agreement due to non-payment of the ratio payable purchase price, the Seller shall have the right to demand the goods based upon the retention of title and the withdrawal.
5.5. The Seller shall have the right to enter the warehouse of the invoiced value buyer in order to ascertain and to make a written record of whichever goods subject to the retention of title are at hand. Such shall also apply after a petition to initiate bankruptcy proceedings over the assets of the Goods buyer. The written record is to be countersigned by the invoiced value of all goods, which were used for manufacturing the new goodsbuyer.
(b) As long as Customer is not in default and provided that it reserves its property rights5.6. The buyer shall have the right to resell, Customer is exclusively entitled to resell Goods in the ordinary course of business, the goods subject to the retention of title. Use of Goods The Seller shall be able to revoke its consent ( i ) if the buyer does not comply with its payment duties vis-à-vis the Seller or ( ii ) if the Seller’s claim for executing service contracts and contracts for work, labour and material payment is herein regarded as a resalejeopardized by the buyer’s inadequate ability to perform.
(c) Customer’s 5.7. The buyer hereby assigns to the Seller as collateral any receivables against third parties arising out from resale of the resale of Goods are already assignedgoods or products, for security purposes, exclusively to Seller. Customer is entitled to collect in their entirety or in the receivables from reselling, unless Xxxxxx withdraws the direct debit authorization in case of any doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any of its payments. In the event Xxxxxx withdraws the direct debit authorization, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents necessary in order to establish and confirm Seller’s rights with respect to third parties. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing security interests obtained by Customer for the benefit of Seller exceeds in total more than 20 % the total invoiced amount of the contractual debt joint title of Customer, the 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 in accordance with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
(i) to take a general liability all risks insurance policy, at its own cost, including coverage as to the deterioration and/or theft of all or a part of Goods and/or of the new goods and (ii) provide to Seller, at its first request, a certificate confirming both such insurance coverage and the payment of the insurance premium related theretoabove clause 5.
Appears in 1 contract
Samples: General Terms and Conditions of Sale
Retention of Title. Supplied Goods 9.1. The Seller shall remain Seller’s property retain full ownership of the goods until fulfillment by Customer full payment is received. Resale before full payment is received is only permitted if this was announced to the Seller in good time beforehand stating the name of its payment obligations as described above. As such:
the company and the exact (abusiness) If Goods are processed combined, and/or mixed by Customer with other goods belonging to him, then Xxxxxx has address of the entire ownership on secondary buyer and if the new goods. If Goods are processed, combined, and/or mixed by Customer with other goods belonging to other suppliers, then Seller has a joint ownership right in the whole value of the new goods with such suppliers. In such case, Seller’s ownership shall be calculated on the basis of the ratio of the invoiced value of the Goods agreed to the invoiced value sale. This shall also apply in cases of all goods, which were used for manufacturing the new goods.
(b) As long as Customer is not in default pledging and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods in the ordinary course transfer by way of business. Use of Goods for executing service contracts and contracts for work, labour and material is herein regarded as a resale.
(c) Customer’s receivables arising out of the resale of Goods are already assigned, for security purposes, exclusively to Seller. Customer is entitled to collect the receivables from reselling, unless Xxxxxx withdraws the direct debit authorization in case of any doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any of its paymentssecurity. In the event Xxxxxx withdraws of agreement, the direct debit authorization, Customer is obliged (i) 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 its clients immediately about 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 retention of title. It is agreed that the assertion of the retention of title shall not result in withdrawal from the agreement unless the Seller and that expressly declares its withdrawal from the agreement.
9.3. In the event of the Purchaser processing, mixing or combining the item under retention of title with other goods not delivered by the Seller – even if the other part not provided by the Seller is clearly greater – the owner of Goods, (ii) and Seller shall acquire co- ownership to give Seller all information and documents necessary in order the new item proportional to establish and confirm Seller’s rights with respect to third parties. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of its share at the existing security interests obtained by Customer time of processing, mixing or combining. No obligations shall arise for the benefit of Seller exceeds in total more than 20 % the total invoiced amount as a result of the contractual debt of Customerprocessing, Seller is obliged, upon Customer’s request, to release Goods selected by Seller.
(d) Customer shall have the sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes
(i) to take a general liability all risks insurance policy, at its own cost, including coverage as to the deterioration and/or theft of all mixing or a part of Goods and/or of the new goods and (ii) provide to Seller, at its first request, a certificate confirming both such insurance coverage combining and the payment of item must be stored at the insurance premium related theretoPurchaser’s expense.
Appears in 1 contract
Samples: General Sales and Delivery Terms