Retention of Title. 9.1. The ownership of Goods shall remain the sole and absolute ownership of Supplier until such time as Purchaser has paid in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods. 9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law. 9.3. Until Purchaser becomes the full and unconditional owner of the Goods in accordance with Section 9.1: (a) Purchaser shall store the Goods separately from his own goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier; (b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage; (c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof; (d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice; (e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation of the Goods; and (f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goods.
Appears in 10 contracts
Samples: General Terms of Sale, General Terms of Sale, General Terms of Sale
Retention of Title.
9.1. The ownership of Supplied Goods shall remain the sole and absolute ownership Seller’s property until fulfilment by Customer of Supplier until such time its payment obligations as Purchaser has paid in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.
9.2described above. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law.
9.3. Until Purchaser becomes the full and unconditional owner of the Goods in accordance with Section 9.1As such:
(a) Purchaser 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 store be calculated on the basis of the ratio of the invoiced value of the Goods separately from his own goods or to the goods invoiced value of any other person and shall identify these as all goods, which were used for manufacturing the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;new goods.
(b) Purchaser shallAs long as Customer is not in default and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods in the satisfaction ordinary course of Supplierbusiness. Use of Goods for executing service contracts and contracts for work, adequately insure the Goods against loss, theft labour and damage;material is herein regarded as a resale.
(c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part 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 Seller withdraws the direct debit authorisation in which title remains vested case of any doubt about Customer’s solvency and/or financial credibility or if Customer is in Supplierarrears on any of its payments. In the event Xxxxxx withdraws the direct debit authorisation, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of 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 Purchaser being released from delay about any garnishment and/or any other actions adversely affecting the Agreement as a result thereof;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) for Customer shall have the purpose specified 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 Section 9.3(cArticle 6 a) above. Moreover, Supplier or any of Customer undertakes (i) to take a general liability all risks insurance policy, at its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the Goods are stored or keptown cost, or are reasonably believed to be so during business hours without notice;
(e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access including coverage as to the deterioration and/or theft of all or a part of Goods and to allow the transportation and/or of the Goods; and
new goods and (fii) Purchaser shall notprovide to Seller, without Supplier’s prior written consentat its first request, assign, pledge, lease or otherwise dispose a certificate confirming both such insurance coverage and the payment of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goodsinsurance premium related thereto.
Appears in 7 contracts
Samples: General Conditions of Sale, General Conditions of Sale, General Conditions of Sale
Retention of Title.
9.1. 6.1 The ownership of Goods delivered to the Customer shall remain the sole and absolute ownership property of Supplier Seller until such time as Purchaser has paid the payment in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.
9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed all secured claims (“retention of ownership, to the fullest extent possible under the applicable law.
9.3title”). Until Purchaser becomes the full and unconditional owner of the Goods in accordance with Section 9.1:
(a) Purchaser The Customer shall store the reserved Goods separately from his own goods or the goods free of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;charge for Seller.
(b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;
(c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof;
(d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives 6.2 The Customer shall be entitled to enter any premises process and sell the reserved Goods in the normal course of Purchaser in which business until the occurrence of the liquidation event. Pledges and assignments as security are not permitted.
6.3 If the reserved Goods are stored processed by the Customer, it is agreed that the processing shall take place on behalf of and for the account of Seller as manufacturer and Seller shall directly acquire property or kept– where the processing takes place from material provided by several owners or the value of the processed article is greater than the value of the reserved Goods – the joint ownership (ownership in fractional shares) in the newly created article in the proportion of the value of the reserved Goods to the value of the newly created goods. In the event that no such ownership should be acquired by Seller, the Customer hereby transfers the Customer’s future ownership or – in the aforementioned ratio – the Customer’s joint ownership in the newly created goods to Seller as collateral. If the reserved Goods are reasonably believed connected or inseparably mixed with other articles into a uniform article and one of the other articles is to be so during business hours without notice;considered the main item, then, where the main item belongs to Customer, Customer shall transfer the joint ownership to Seller in the uniform article in the ratio designated in sentence 1.
(e) Purchaser irrevocably consents 6.4 In the case of the resale of the reserved Goods, the Customer hereby assigns by way of security the claim arising therefrom against the Customer – in the event of joint ownership in the reserved Goods on a pro-rated basis according to fully cooperate with Supplier and enable Supplier the joint ownership share – to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free Seller.
6.5 If third parties gain access to the Goods reserved Goods, particularly by garnishment, the Customer shall immediately advise them of Seller’s ownership and shall notify Seller thereof in order to allow enable Seller to enforce Seller’s property rights. If the transportation third party is unable to reimburse Seller for the judicial and extrajudicial costs arising in this connection, the Customer shall be liable towards the Seller for these.
6.6 The same shall apply to other claims that take the place of the reserved Goods or that are otherwise arising with regard to the reserved Goods; and, such as insurance claims or tort claims for loss or destruction. Seller revocably authorizes the Customer to redeem claims assigned to Seller in the Customer’s own name. Seller may revoke such collection authorization only in the case of exploitation.
(f) Purchaser 6.7 Seller shall notrelease the reserved Goods as well as all claims or goods replacing such Goods on Seller´s request, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any if its value exceeds the secured claims by more than 50%. In case Seller terminates the agreement by which for reasons vesting with Customer – in particular delay with payment – Customer shall be entitled to request that the reserved Goods are subjected to any security right or right to surrender the Goodsbe handed out.
Appears in 6 contracts
Samples: Terms and Conditions, Terms and Conditions, Terms and Conditions
Retention of Title.
9.1. 10.1 The ownership of Goods delivered Product shall remain our property until the sole and absolute ownership full payment of Supplier until such time as Purchaser has paid all of our claims against the buyer arising from the current business relation (“Reserved Goods”). If an account current exists in full the context of the business relations, we hereby reserve title to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.
9.2. If applicable law does not permit the enforcement Product until receipt of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable lawall payments against recognized balances.
9.3. Until Purchaser becomes the full and unconditional owner 10.2 The buyer shall only be authorized to dispose of the Reserved Goods in accordance with Section 9.1:ordinary business transactions, if it is guaranteed that the resultant claims shall pass to us.
(a) Purchaser shall store the Goods separately from his own goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;
(b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;
(c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part 10.3 After rescission of the Goods in which title remains vested in Suppliercontract, without Purchaser being released from the Agreement as a result thereof;
(d) for the purpose specified in Section 9.3(c) aboveand irrespective of our other rights, Supplier or any of its agents or authorized representatives we shall be entitled to take the Reserved Goods back from the buyer and to enter the buyer’s business premises for this purpose during ordinary office hours. After collection and upon prior warning, we shall be entitled to realize the value of the Reserved Goods as appropriate. The proceeds of such realization shall be offset against the buyer’s liabilities, minus reasonable costs of realization.
10.4 The buyer shall treat the Reserved Goods with care, have them maintained as necessary at its expense, and insure them appropriately. The buyer shall immediately notify us of any premises third- party access to, or claims against, the Reserved Goods or the claims assigned to us (e.g. attachments).
10.5 Any conversion or reconfiguration of Purchaser in which the Reserved Goods by the buyer shall take place on our behalf. If this takes place with external items not belonging to us, or the Reserved Goods are stored inseparably mixed or keptcombined with such external items, or are reasonably believed we shall acquire co-ownership of the new item in proportion to the value of the Reserved Goods in relation to the external items. Besides, the same shall apply to the new item as to the Reserved Goods. If combination takes place in such a way that the buyer’s item must be deemed the main item, the buyer shall transfer proportionate co-ownership to us.
10.6 If, in the event of sales to foreign countries, the retention of title agreed in this Clause 10 requires further action to be so during business hours without notice;
taken to make it effective (e) Purchaser irrevocably consents to fully cooperate e.g. registration), the buyer shall undertake such action immediately. If, in such sales the local law does not allow the retention of title agreed in this Clause 10 with Supplier and enable Supplier the same effect as in Dutch law but other surety rights exist in favour of the seller, we shall be authorized to exercise its all such rights. The buyer shall co-operate with such measures as we may wish to take to protect our rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary of title or useful to give Supplier free access any other right to the Reserved Goods and to allow the transportation in substitution of the Goods; and
(f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose our said rights of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goodstitle.
Appears in 4 contracts
Samples: General Terms of Delivery and Payment, General Terms of Delivery and Payment, General Terms of Delivery and Payment
Retention of Title. 10.1 The delivered Product shall remain our property until the full payment of all of our claims against the buyer arising from the current business relation (“Reserved Goods”). If an account current exists in the context of the business relations, we hereby reserve title to the delivered Product until receipt of all payments against recognized balances.
9.110.2 The buyer shall only be authorized to dispose of the Reserved Goods in ordinary business transactions, if it is guaranteed that the resultant claims shall pass to us.
10.3 With the conclusion of the contract, the buyer assigns to us as security its rightful claims, and all secondary claims, arising from disposal or on other legal grounds pertaining to the Reserved Goods. The ownership of Goods buyer shall remain entitled to collect such claims after such assignment. Our authorization to collect the sole claims ourselves shall not be affected thereby. We shall not collect the claims as long and absolute ownership of Supplier until such time insofar as Purchaser has paid in full to Supplier the agreed price for the delivered Goodsbuyer meets its payment obligations, as well as any interest, collection costs, or other amounts due with respect to such Goods.
9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same insolvency or similar effect as proceedings have not been instituted, and no suspension of payments is in force. The buyer shall immediately notify us in writing if one of these events occurs. Upon our request the agreed retention of ownership, buyer shall disclose the assignment to the fullest extent possible under debtors and provide us with the applicable lawinformation, and hand over to us the records necessary to assert our rights.
9.3. Until Purchaser becomes the full and unconditional owner 10.4 After rescission of the Goods in accordance with Section 9.1:
(a) Purchaser shall store the Goods separately from his own goods or the goods contract, and irrespective of any our other person and shall identify these as the property of Supplier and preserve all labelsrights, identifying marks and stock records identifying them as the property of Supplier;
(b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;
(c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof;
(d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives we shall be entitled to take the Reserved Goods back from the buyer and to enter the buyer’s business premises for this purpose during ordinary office hours. After collection and upon prior warning, we shall be entitled to realize the value of the Reserved Goods as appropriate. The proceeds of such realization shall be offset against the buyer’s liabilities, minus reasonable costs of realization.
10.5 The buyer shall treat the Reserved Goods with care, have them maintained as necessary at its expense, and insure them appropriately. The buyer shall immediately notify us of any premises third- party access to, or claims against, the Reserved Goods or the claims assigned to us (e.g. attachments).
10.6 Any conversion or reconfiguration of Purchaser in which the Reserved Goods by the buyer shall take place on our behalf. If this takes place with external items not belonging to us, or the Reserved Goods are stored inseparably mixed or keptcombined with such external items, or are reasonably believed we shall acquire co-ownership of the new item in proportion to the value of the Reserved Goods in relation to the external items. Besides, the same shall apply to the new item as to the Reserved Goods. If combination takes place in such a way that the buyer’s item must be deemed the main item, the buyer shall transfer proportionate co-ownership to us.
10.7 If, in the event of sales to foreign countries, the retention of title agreed in this Clause 10 requires further action to be so during business hours without notice;
taken to make it effective (e) Purchaser irrevocably consents to fully cooperate e.g. registration), the buyer shall undertake such action immediately. If, in such sales the local law does not allow the retention of title agreed in this Clause 10 with Supplier and enable Supplier the same effect as in German law but other surety rights exist in favour of the seller , we shall be authorized to exercise its all such rights. The buyer shall co-operate with such measures as we may wish to take to protect our rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary of title or useful to give Supplier free access any other right to the Reserved Goods and to allow the transportation in substitution of the Goods; and
(f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose our said rights of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goodstitle.
Appears in 3 contracts
Samples: General Terms of Delivery and Payment, General Terms of Delivery and Payment, General Terms of Delivery and Payment
Retention of Title. 6.1 We reserve the title to the property in goods supplied until full payment of any accounts, including accounts acc- ruing in the future, arising out of the business connection, even if payments referring to particularly identified accounts are made. In the event of open account the reserved pro- perty shall be deemed collateral to our current account balance claims.
9.16.2 Goods subject to retention of title may only be sold according to the rules of business transactions. This shall no longer apply in the event of the Purchaser being on default. The ownership of Goods shall remain the sole and absolute ownership of Supplier until such time as Purchaser has paid in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.
9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have not be entitled to pledge or assign goods as collateral. Pledging on the same part of any third parties shall immediately be notified to us.
6.3 Any manipulation, processing or similar effect as connection of our goods performed by the agreed Purchaser shall in all cases be made for us without the event of liabilities accruing to us. In the event of processing, manipulation or connection to other items not under our ownership, we reserve the right of co-ownership to the new item in an amount resulting from the ratio of the invoice value of processed, manipulated or connected goods subject to retention of ownership, title to the fullest extent possible under value of the applicable lawnew item.
9.3. Until 6.4 For collateral purposes the Purchaser becomes shall fully assign to us all claims against any third parties, including any current account balance claims on an open item basis, attributa- ble to the full Purchaser in connection with the use of goods subject to retention of title, particularly through resale, manipulation and unconditional owner processing or due to another legal cause (e.g. unlawful act) in the amount of the Goods in accordance with Section 9.1:
(a) Purchaser invoice value of our goods. Any assignment shall store the Goods separately from his own goods or the goods of any other person and shall identify these act as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;
(b) Purchaser shall, collateral to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;
(c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof;
(d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives our claims and particularly to indemnity claims raised against the Purchaser. The Purchaser shall be entitled to enter any premises collect assi- gned claims prior to our revocation. In the event of default or other indications of the Purchaser’s financial difficulties, the direct debit authorisation shall expire without express revocation.
6.5 If the total realisable value of existing collateral exceeds our claims by more than 10 %, we shall in this extent be com- mitted to release collateral selected by us on the Purchaser’s request.
6.6 In the event of default, the Purchaser in which shall, upon our request, be committed to provide particulars suitable for the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;
(e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its enforcement of our rights under Sections 9.3(c) and 9.3(d) in all practical aspectsof retention of title, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access issue a statement on goods subject to retention of title and their destination.
6.7 If the Goods and Purchaser fails to allow accomplish the transportation Purchaser’s com- mitments arising out of the Goods; and
(f) Purchaser shall notmutual business connections, without Supplierthe Purchaser’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender own goods subject to retention of title shall expire. We shall in such cases be entitled to take back goods subject to retention of title. We shall also be enti- tled to enter the GoodsPurchaser’s company grounds or other pre- mises for the purpose of taking possession of goods subject to retention of title. Taking back goods subject to retention of title shall constitute rescission from the contract. We shall be entitled to commercialise goods subject to retention of title after their return. Proceeds resulting from the valorisa- tion shall be reduced by reasonable valorisation costs and then be offset against amounts owed by the Purchaser.
Appears in 2 contracts
Samples: Sales Contracts, Sales Contracts
Retention of Title.
9.1. The ownership 9.1 In spite of Delivery having been made, property in the Goods shall remain not pass from the sole and absolute ownership of Supplier until such time as Purchaser has Seller until:
9.1.1 The Buyer shall have paid the Price plus VAT in full full; and
9.1.2 No other sums whatever shall be due from the Buyer to Supplier The Company.
9.2 Until property in the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.
9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, Goods passes to the fullest extent possible under the applicable law.
9.3. Until Purchaser becomes the full and unconditional owner of the Goods Buyer in accordance with Section 9.1:
(a) Purchaser clause 9.1 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for The Company. The Buyer shall store the Goods separately from his own goods (at no cost to The Company) marked in such a way that they are clearly identified as The Company’s property.
9.3 Notwithstanding that the Goods (or the goods any of any other person and shall identify these as them) remain the property of Supplier and preserve all labelsThe Company, identifying marks and stock records identifying them as the property of Supplier;
(b) Purchaser shall, to the satisfaction of Supplier, adequately insure Buyer may sell or use the Goods against loss, theft in the ordinary course of the Buyer’s business at full market value for the account of The Company. Any such sale or dealing shall be a sale or use of The Company’s property by the Buyer on the Buyer’s own behalf and damage;
(c) Supplier the Buyer shall have absolute authority to retake, sell deal as principal when making such sales or dealings. Until property in the Goods passes from The Company the entire proceeds of sale or otherwise dispose of, all or part of the Goods shall be held in which title remains vested in Supplier, without Purchaser being released from the Agreement trust for The Company and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as a result thereof;The Company’s money.
(d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives 9.4 The Company shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed from The Company.
9.5 Until such time as property in the Goods passes from The Company to the Buyer, the Buyer shall upon request deliver up to The Company such Goods as have not ceased to be in existence or resold. If the Buyer fails to do so The Company may, with or without prior notice and entirely at the discretion of The Company and without any objection from the Buyer enter upon any premises of Purchaser in which owned or occupied or controlled by the Buyer where Goods are stored situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 9.3 shall cease.
9.6 The Buyer shall not pledge or kept, or are reasonably believed to be so during business hours without notice;
(e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular any way charge by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation way of security for any indebtedness any of the Goods; and, which are the property of The Company. Without prejudice to the other rights of The Company, if the Buyer does so all sums whatever owing by the Buyer to The Company shall forthwith become due and payable.
(f) Purchaser shall not9.7 The Buyer shall, without Supplier’s prior written consentfrom Delivery onwards, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which insure and keep insured the Goods are subjected to any security the full Price against ‘all risks’ to the reasonable satisfaction of The Company until the date that property in the Goods passes from The Company, and shall whenever requested by The Company produce a copy of the policy of insurance. Without prejudice to the other rights of The Company, if the Buyer fails to do so all sums whatever owing by the Buyer to The Company shall forthwith become due and payable.
9.8 No right or licence is granted under any contract of sale to the Buyer under any patent, trademark, copyright, registered design or other intellectual property right except the right to surrender use the Goods.
9.9 If it is alleged that the Goods infringe any intellectual property rights of any third party, the Buyer shall:
9.9.1 Promptly notify The Company of the allegation.
9.9.2 Allow The Company to dispute or defend the allegation and any legal proceedings relating to it in such manner as The Company thinks fit and to have sole control, at The Company’s expense, of any litigation and/or negotiations relating thereto.
9.9.3 Not without The Company’s consent make any admission of liability.
Appears in 2 contracts
Samples: Sales Contracts, Sales Contracts
Retention of Title.
9.1. The 5.1 We will retain both the legal and equitable ownership of all Goods shall remain supplied to you until the sole and absolute ownership purchase price in respect of Supplier until such time as Purchaser Goods has paid been received in full by us by way of cleared funds.
5.2 If:-
(A) you fail to Supplier the agreed price pay for the delivered Goods by the Due Date; or
(B) action is commenced to place you into voluntary administration, liquidation, receivership or external management; or
(C) we have reasonable grounds to believe that for whatever reason, you may be unable to pay for the Goods, as well as you, by accepting delivery of the Goods, agree to us entering upon any interestpremises under your control to take possession of the Goods (Unmixed or Manufactured) and agree to deliver up the Goods in good and merchantable condition, collection costson demand by us.
5.3 You indemnify us against any action, claim or other amounts due demand which may arise out of any lawful act done by us in exercise of our Rights pursuant to this clause.
5.4 We will be entitled to resell any Goods which we have taken into our possession pursuant to this clause and we will be released from all of our Obligations to you under the Agreement.
5.5 Until payment in full is made to us, you may resell the Goods only as a fiduciary agent of us. You do not have any right to bind us by contract or otherwise to any third party.
5.6 You must keep the Goods insured whilst the Goods remain in your possession or control until payment in full is made to us and you will note us as the beneficiary on the insurance until the Goods are paid for in full.
5.7 All proceeds (whether tangible or not) with respect to such Goods.
9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law.
9.3. Until Purchaser becomes the full and unconditional owner of any dealing with the Goods will be held by you in accordance with Section 9.1trust for us. You will:
(a) Purchaser shall store the Goods separately from his own goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;keep such proceeds in a separate account;
(b) Purchaser shall, keep records to the satisfaction enable identification of Supplier, adequately insure those proceeds and identification of the Goods against loss, theft and damage;to which those proceeds relate;
(c) Supplier shall make those records available to us on demand, until such time as we have absolute authority been paid in full for the Goods.
5.8 If you alter the Goods or allow them to retakebe altered or used in a Manufacturing Process, sell or otherwise dispose of, all or you warrant that you will hold such part of the Goods proceeds received with respect to that Manufacturing Process in which title remains vested in Supplier, without Purchaser being released from the Agreement trust for us as a result thereof;
(d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;
(e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access relates to the Goods and to allow the transportation purchase price of the Goods; and
(f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the those Goods.
Appears in 2 contracts
Samples: Terms and Conditions, Terms and Conditions
Retention of Title.
9.1The property in the goods does not pass until the buyer has paid the entire invoice price under any contract with the Company. The ownership of Goods shall remain the sole and absolute ownership of Supplier until Until such time as Purchaser has such price is paid in full to Supplier goods held in your possession are held by you as bailee on the agreed price for Company’s behalf. As bailee on the delivered Goods, Company’s behalf you will ensure that:-
a) The goods will be stored separately and be identifiable as well as any interest, collection costs, or other amounts due with respect to such Goods.
9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, belonging to the fullest extent possible under the applicable law.Company;
9.3. Until Purchaser becomes the full and unconditional owner of the Goods in accordance with Section 9.1:
(a) Purchaser shall store the Goods separately from his own goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;
(b) Purchaser The goods are covered by your policy of insurance and you will assign the benefits of such policy to the Company at its request;
c) Any monies received by you for goods sold or supplied to you by the Company, will be retained in a separate account and you will hold such MONIES as trustees on the Company’s behalf;
d) The goods are maintained in a useable condition;
e) The Company shall, subject to the satisfaction of Supplierwritten notice, adequately insure the Goods against loss, theft and damage;
(c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof;
(d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which where the Goods contract goods are stored or keptand take possession of such goods at any time before full payment is received;
f) Where the contract goods, or any part of such goods, are reasonably believed incorporated with any other goods, you will make every reasonable endeavor to ensure that the title in such goods (or in goods that may result from the incorporation of The contract goods), passes to the Company and the foregoing provisions of this clause shall be considered to apply to such goods. Where goods are produced to your specification, directions or instruction or where any goods are to be so during business hours without notice;
(e) Purchaser irrevocably consents prepared in any way on your behalf, the title in such goods shall not pass before you have paid the entire invoice price under the particular contract or under any other contract between the Company and yourself. Reference to fully cooperate with Supplier and enable Supplier invoice price shall be taken to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access be a reference to the Goods and price to allow be charged to the transportation customer on due performance of the Goods; and
(f) Purchaser contract, and shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of also include any product or enter into any agreement by which further sums the Goods Company are subjected entitled to any security right or right to surrender the Goodsclaim.
Appears in 2 contracts
Samples: Terms and Conditions of Sale, Sales Contracts
Retention of Title.
9.1. The ownership of (a) Title to and property in the Goods shall remain vested in Seller (notwithstanding the sole and absolute ownership delivery or possession of Supplier until such time as Purchaser has paid in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.
9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as and the agreed retention passing of ownership, the risk therein to the fullest extent possible under Buyer) until:
(i) the applicable law.
9.3. Until Purchaser becomes the full and unconditional owner price of the Goods agreed upon in accordance with Section 9.1:the Order has been paid or satisfied in full; and
(aii) Purchaser shall store the Goods separately all other money due from his own goods or the goods of Buyer to Seller on any other person account has been paid or satisfied in full, including all future claims out of later contracts and shall identify these including claims for recourse or for indemnification in connection with bills of exchange, with such Goods being referred to in this Section as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;“Collateral”.
(b) Purchaser shallUntil the title to and possession in the Collateral pass to Buyer, the following provisions shall apply:
(i) Seller may at any time without prior notice to Buyer repossess and resell the Collateral, if any sum owed by Buyer to Seller under the Order (or any other agreement between the parties) is not paid on the due date for payment. For the purpose of exercising its rights under this sub-paragraph (i), Seller, its employees or agents shall be entitled at any time without prior notice to Buyer to free and unrestricted entry upon Buyer’s premises and/or other locations where any of the Collateral is situated.
(ii) Buyer must inform Seller without delay in writing of any and all actions by third parties against the Collateral.
(iii) should the immediate cash value of the security interest established in favor of Seller by the foregoing provisions exceed Seller’s secured claims by more than 10% in the aggregate, Seller shall upon written request of Buyer release such security interest at Seller’s own choice, to the satisfaction extent of Suppliersuch excess.
(iv) Buyer shall not be entitled to sell, adequately insure process and commingle with other products the Goods against loss, theft Collateral except within the course of its ordinary business and damage;after written consent by Seller.
(c) Supplier shall have absolute authority Until such time as title to retake, sell or otherwise dispose of, all or part of the Goods shall pass to Buyer, Buyer shall not without Seller’s express written consent (and provided that Seller may condition such consent on obtaining further securities or assurances of payment from Buyer):
(i) store the Collateral in which title remains vested such a manner that the Collateral ceases to be identifiable and recognizable as the Collateral;
(ii) use the Collateral for any purpose whatsoever;
(iii) deal in Supplier, without Purchaser being released from any way whatsoever with the Agreement Collateral so as a result thereof;to create any right or interest in or over the same; and
(iv) move the Collateral outside the country of export.
(d) In the event that Seller shall give written consent to any Collateral’s being used in such a way that such Collateral forms part of, or becomes a constituent of, a larger object or is mixed in any way whatsoever with other goods, then so long as such Collateral can be removed and is capable of having a separate identity, title to and property therein shall not pass to Buyer, and upon any sale, which shall not be made without Seller’s consent, of the larger object or mixture, Buyer shall act as Seller’s agent in respect of such Collateral and shall account to Seller for that part of the purpose specified sale price which is attributable to such Collateral. To the maximum extent permissible under applicable law, Seller shall further obtain a security interest in Section 9.3(cany and all proceeds and accounts receivable pertaining to the sale of such Collateral.
(e) aboveIf any Goods are delivered to Buyer elsewhere than in the country of export and the law of the country or jurisdiction in which they are delivered does not recognize the reservation of property by Seller, Supplier or any of its agents or authorized representatives but under such law Seller is entitled to reserve such other rights in the Goods to protect Seller’s position, then Seller shall be entitled to enter any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed exercise such rights and Buyer shall be bound to be so during business hours without notice;
(e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in take all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that such steps as are necessary or useful requested by Seller to give Supplier free access to the Goods and to allow the transportation of the Goods; and
(f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement ensure such rights can be exercised by which the Goods are subjected to any security right or right to surrender the GoodsSeller.
Appears in 2 contracts
Samples: Master Agreement and Personal Guaranty, Terms and Conditions of Sale
Retention of Title.
9.1Delivered goods remain the property of the Seller until full payment of the purchase price of all conforming deliveries within the business relationship, including all ancillary claims; when paying by cheque or xxxx of exchange, this means until such payment means have cleared. Payments in the form of a xxxx of exchange which is issued by the Sel-ler and accepted by the Buyer shall only be regarded as made when the xxxx of exchange is redeemed by the Buyer and the Seller is therefore exempt from the liability of the xxxx, so that the agreed retention of title (without prejudice to further agreements) and other xxxxx- Until such time, the Buyer is not entitled to pledge the goods to third parties, or to as-sign them as security. Insofar as they are processed or converted by the Buyer, the Seller is considered as the manufacturer in the sense of section 950 of the German Civil Code (BGB) and acquires title to the interim or end products. The ownership Buyer is then merely the custodian. The Buyer is entitled to resell the goods and product thereof in the ordinary course of Goods business. The Seller hereby transfers any claims against third parties arising from the resale, or for any other legal reason, to the Buyer for their se-curity, to the extent that the goods have been processed. As long as the Buyer meets his payment obligations towards the Seller, it shall remain be entitled to collect the sole respective receivables on behalf of the Seller. However, the Seller is entitled to be informed of the buyers, on request, and absolute ownership give instructions. The Buyer must immediately notify the Seller of Supplier until such time as Purchaser has any seizure or attachment of goods delivered under retention of title, or to the transferred claims, by third parties. The right of retention is also valid toward the forwarder to whom the goods are handed over at the request of the Buyer or the Seller. The goods under retention of title are to be handled carefully and insured against fire and water damage. In cases of damage, insurance claims take the place of the reserved property and the pro- ceeds from claims assigned in advance. If the secured claim increases by 25% because of retention of title of the existing security, the Seller shall release the paid delivery at its dis- cretion. If, following the conclusion of the contract, there is a substantial deterioration in full the financial circumstances of the Buyer or the Buyer states its inability to Supplier fulfil its obligations on time, the agreed price for Seller is free to demand advance payment in cash at an amount to be defined by it or to make use of its legal rights (cancella- tion, damages, etc.). In this case, the delivered GoodsBuyer must pay the Seller all costs and damages, as well as any interestlost profits. As part of this agreement, collection costs, or other amounts due with respect the Buyer is obliged to such Goods.
9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, make disclosures to the fullest extent possible under the applicable law.
9.3. Until Purchaser becomes the full Seller at any time on re-quest, and unconditional owner of the Goods in accordance with Section 9.1:
(a) Purchaser shall store the Goods separately from his own goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;
(b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;
(c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof;
(d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;
(e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspectsprovide information, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to about the Goods and to allow the transportation whe- reabouts of the Goods; and
(f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which goods and the Goods are subjected to any security right or right to surrender the Goods.proceeds
Appears in 2 contracts
Samples: Terms & Conditions, Terms & Conditions
Retention of Title.
9.1. The ownership a. In spite of delivery of the Goods or any part thereof having been made, property in the Goods shall remain not pass from the sole Company as seller to the Customer as purchaser, until the Customer has made full payment of the total purchase price of the Goods to the Company and absolute ownership all other amounts on any account whatsoever due from the Company to the Customer have been made in full.
b. Until the passing of Supplier until property under clause 9.a above, the Customer shall be the bailee of the Goods for the Company and shall keep the Goods in its possession and control, intact and in good condition and shall not dispose of, charge or incumber any of the Goods, except that the Company licenses the Customer to dispose of the Goods on arm’s length terms in the ordinary course of business.
c. Until such time as Purchaser has paid title in full the Goods passes to Supplier the agreed price Customer (and provided the Goods have not been resold), the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company. If the Customer fails to deliver up the Goods as requested by the Company, or payment is overdue in whole or in part, or any of the events of insolvency or lack of creditworthiness as set out in clause 11.a. occur, the Company or any third party appointed by the Company may (without prejudice to any other rights) enter upon the Customer’s premises or the premises of any third party where the Goods are stored, for the delivered Goodspurpose of removing, as well as any interestrecovering, collection costs, recalling or other amounts due with respect to such Goods.
9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law.
9.3. Until Purchaser becomes the full and unconditional owner retaking possession of the Goods in accordance with Section 9.1:from the premises.
(a) Purchaser d. At the Company’s request, the Customer shall store furnish all relevant information about the Goods separately from his own goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;
(b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;
(c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part location of the Goods and support and reimburse the Company for any costs and expenses incurred in which securing the Company’s title remains vested in Supplier, without Purchaser being released from to the Agreement as a result thereof;Goods.
(d) e. If for any reason reservation or retention of title is not permitted by the purpose specified in Section 9.3(c) above, Supplier or any applicable law of its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the country where the Goods are stored located, the Company may demand that the Customer provide or kept, or are reasonably believed to be so during business hours without notice;
(e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access furnish to the Goods Company, any other form(s) of security available at law to the Company, and the Customer shall be obligated to collaborate in and undertake all measures necessary and legally permissible to secure the Company’s claims to the Goods, and to allow notify the transportation of Company immediately if third parties assert claims, liens or charges which endanger the Goods; and
(f) Purchaser shall not, without SupplierCompany’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which the Goods are subjected title to any security right or right to surrender the Goods.
Appears in 1 contract
Samples: Terms and Conditions of Sale
Retention of Title.
9.1. The ownership of Goods 7.1 All products sold by us shall remain our property until the sole and absolute ownership of Supplier until such time as Purchaser Buyer has paid in full all that is owed to Supplier us in connection with the underlying agreement and/or in connection with prior or subsequent agreements of the same nature, including damages, costs and interest. The Buyer has no right of retention in respect of those products.
7.2 In the event the retention of title expressly agreed price for upon herein is not recognized by the delivered Goods, as well as any interest, collection costslaw of the country in which the delivery object is located, or other amounts due with respect in the event such retention is only recognized in observation of certain prerequisites, the Buyer shall be obligated to such Goods.
9.2point this out to us no later than at the conclusion of the Agreement. If applicable In the event the law does not permit allow the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, title or the extended retention of title but allows us to reserve other rights to the fullest extent possible under delivery object serving the applicable lawpurpose of security in a manner similar to the retention of title, we hereby declare that we shall assert such rights. The Buyer hereby agrees to cooperate in the execution of any measures necessary to obtain such rights by us (in particular in the observation of formal requirements).
9.3. Until Purchaser becomes 7.3 In the full event the Buyer processes (connects, mixes) the goods to which we have retained rights with other goods not belonging to us, the provisions of 5:14, 5:15 and unconditional owner 5:16 of the Goods Dutch Civil Code shall apply with the consequence that our co-title to the new good is then a reserved good in accordance with Section 9.1:the terms of these Terms and Conditions. Xxxxx is obliged to ensure that he possesses sufficient data regarding the title of the goods to determine who are the owners of the newly formed goods.
7.4 Buyer may only sell products which it has not yet paid in full to third parties: (a) Purchaser shall store when acting in the Goods separately from his own goods or the goods ordinary course of any other person its business, and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;
(b) Purchaser shallif the Buyer, with our co-operation, establishes an undisclosed right of pledge (according to Dutch law) for our benefit on the satisfaction claims which originate from such sale.
7.5 From the time of Suppliercessation of payment by the Buyer or in case of the issuing of an application for insolvency of the Buyer, adequately the Buyer shall no longer be entitled to sell, process, connect or mix any retention of title goods. The Buyer shall in such case undertake separate storage and labelling of retention of title goods without undue delay and shall further keep for us on a fiduciary basis any moneys received from assigned claims arising from the delivery of goods.
7.6 Buyer shall keep the reserved good for us and hereby agrees to insure the Goods such good against lossfire, temperature, theft and damage;
(c) Supplier shall have absolute authority water. The Buyer hereby pledges its compensation claims against insurance companies to retake, sell or otherwise dispose of, all or part which it is entitled from damages of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof;
(d) for the purpose specified in Section 9.3(c) above, Supplier -mentioned type or any of other claims for replacement to us. Buyer herewith declares that it is entitled to pledge such claims. We hereby accept such pledge. In the event the Buyer does not fulfil its agents obligations from agreements concluded with us or authorized representatives delays the performance, we shall be entitled to enter any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;
(e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access disclose pledge to the Goods insurer and to allow directly collect the transportation claim.
7.7 In the event the value of our securities exceeds our outstanding claims by more than 10%, we shall release such additional securities upon request. The taking back of the Goods; andgood delivered with reservation shall not be equated with the withdrawal from this Agreement unless such is expressly declared.
(f) Purchaser 7.8 Buyer shall not, without Supplier’s prior written consent, assign, not be entitled to pledge, lease transfer by way of security or otherwise dispose of any product the good without our express written approval. The Buyer must inform us without delay in the event of the pledge or enter into any agreement by other measures of third parties and if necessary take suitable immediate measures.
7.9 Buyer will store the relevant products that have not yet been fully paid for separately and in such a way that they are recognisable as our property.
7.10 Buyer grants us irrevocable authority to take such measures which are necessary to maintain our property rights to the Goods are subjected to any security right or right to surrender the Goodsproducts.
Appears in 1 contract
Retention of Title.
9.1. The ownership of Goods goods (retained goods) shall remain the sole and absolute ownership property of the Supplier until the fulfilment of all claims against the Purchaser to which he is entitled, even if the individual goods have been paid for. If the value of the security exceeds the Supplier’s claims against the Purchaser from the ongoing business relationship by more than 25%, the Supplier shall release a corresponding share of the security rights at the request of the Purchaser. The retained goods may not be pledged or assigned as a security. In the event of resale or rental of the retained goods, as permitted in the ordinary course of business, the Purchaser shall assign any future claims from the resale or rental against his customers to the Supplier as a precaution until the settlement of all the Supplier’s claims, without any special declarations being required later. The assignment shall include balance claims which result as part of existing current account relationships or in the event of the termination of such time as relationships between the Purchaser has paid and his customers. If a legitimate interest in full demonstrated, the Purchaser must provide the Supplier with the information required to Supplier assert his rights against the customer and must release the necessary documents for this. If the retained goods are resold or rented together with other items without an individual price being agreed price for the delivered Goodsretained goods, as well as the Purchaser shall assign to the Supplier, with priority over the remaining claims, the part of the total price claim or total interest which corresponds to the value of the retained goods invoiced by the Supplier. Until revocation, the Purchaser shall be entitled to collect the assigned claims from the resale or renting. All costs of collection and any interestintervention shall be borne by the Purchaser. Where is good cause, collection costsin particular a delay in payment, a stoppage of payments, the protest of a bill or the opening of insolvency proceedings, or if other amounts due with respect comparable grounds are present which suggest the Purchaser may be insolvent, the Supplier shall be entitled to such Goods.
9.2revoke the Purchaser’s collection authority. Furthermore, after threatening the disclosure of the security assignment or the exploitation of the assigned claims, the Supplier may, in adherence to a reasonable notice period, disclose the security assignment, exploit the assigned claims and demand that the Purchaser discloses the security assignment to the customer. In the event that the equivalent value of the claims assigned to the Supplier is received by the Purchaser or a bank of the Purchaser, the Purchaser is obliged to immediately report their receipt and transfer it to them. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1Purchaser processes the retained goods, Purchaser reforms them or combines them with other items, the processing, reforming or combining shall warrant that Supplier has rights that have take place for the same or similar effect as Supplier. They shall immediately become the agreed retention of ownership, to the fullest extent possible under the applicable law.
9.3. Until Purchaser becomes the full and unconditional owner of the Goods in accordance with Section 9.1:
(a) item produced through the processing, reforming or combining. If this is not possible for legal reasons, the Supplier and Purchaser agree that the Supplier shall be the owner of the new item at every stage of the processing, reforming or combining. The Purchaser shall store the Goods separately new item for the Supplier with the care of a prudent businessman. The item produced through the processing, reforming or combining shall apply as retained goods. In the event of processing, reforming or combining with other items not belonging to the Supplier, the Supplier shall have joint ownership of the new product in a share reflecting the ratio of the value of the processed, reformed or combined retained item to the value of the new item. In the event of resale or renting of the new item, as a precaution the Purchaser shall hereby assign to the Supplier his claims from the resale or renting against his own customers along with all ancillary rights, without any special declarations being required later. If the retained goods are combined with land or moveable property, as a precaution the goods of any other person and Purchaser shall identify these assign the claims to which he is entitled as remuneration for the property of Supplier and preserve combining, along with all labels, identifying marks and stock records identifying them as the property of Supplier;
(b) Purchaser shallancillary rights, to the satisfaction Supplier without any special declarations being required later. If the Purchaser is the owner of the land or if for other legal reasons he is entitled to a claim to the rent from this land, he shall also assign this rent to the Supplier. The assignment shall apply respectively only in the amount of the sum corresponding to the value invoiced by the Supplier of the processed, adequately insure reformed or combined retained goods. The claim share assigned to the Goods against loss, theft and damage;
(c) Supplier shall have absolute authority to retakepriority over the remaining claims. The Purchaser shall inform the Supplier forthwith of any pledging, sell seizure or otherwise dispose of, all or part other act of intervention by third parties. Should the Purchaser act in violation of the Goods agreement, notably in which title remains vested the case of default in Supplierpayment, without Purchaser being released from the Agreement as a result thereof;
(d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives shall be entitled to enter any premises of recovery. The Purchaser in which shall be obliged to return the Goods are stored retained goods. The taking back or kept, or are reasonably believed to be so during business hours without notice;
(e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation assertion of the Goodsretention of title by the Supplier does not require withdrawal on the part of the Supplier; and
(f) Purchaser no withdrawal from the contract lies in these actions or the pledging of the retained goods by the Supplier unless the Supplier has expressly declared this. After a prior warning, the Supplier shall not, without Supplier’s prior written consent, assign, pledge, lease or be entitled to otherwise dispose of any product or enter into any agreement by which exploit the Goods are subjected retained goods and use the proceeds thereof to any security right or right to surrender the Goodsoffset his outstanding claims.
Appears in 1 contract
Samples: General Terms and Conditions
Retention of Title. (1) sera retains title to all Delivery Items until all claims for payment against the Buyer under the business relationship including any future receivables against the Buyer in connection with the goods subject to retention of title have been settled.
9.1(2) The retention of title applies also to confirmed trade balances to the extent that sera accounts receivables against the Buyer in a current account.
(3) Permissible claims for retention of title, in particular if a claim is enforced by redemption of goods, in the case of default or if our ow- nership rights are at risk, shall not constitute rescission of the contract.
(4) sera is entitled to cancel the contract immediately without notice, if Delivery Items are taken back.
(5) Any proceeds from the sale of Delivery Items, which sera has taken back, shall be credited to the Buyer‟s payment liability minus appropri- ate depreciation and disposal costs.
(6) The Buyer‟s rights to resale, use or the installation of deliveries to which title has been retained, shall cease upon the suspension of payments, application for insolvency or opening of bankruptcy procee- dings or other judicial or extrajudicial settlement proceedings.
(7) sera shall then be entitled to immediately demand the return of the goods sub- ject to retention of title. The ownership assertion of Goods a right of retention shall remain be excluded.
(8) The Buyer agrees that any person authorized by sera with the sole collec- tion of goods to be picked up, may be granted access to the premises and absolute ownership the building where the collectable goods are located. Without prejudice to the payment obligation of Supplier until such time as Purchaser has paid the Buyer, sera is, in full principle, entitled to Supplier sell or auction off returned goods at its own discretion.
(9) sera is entitled to cancel the agreed price contract immediately without notice, if Delivery Items are seized or pledged. In the event of an attachment order or any other intervention by a third party, the Buyer shall notify sera in writing and without delay so that sera can arrange for the delivered Goodsorder. To the extent that the third party is unable to reimburse the legal costs or out-of-court costs incurred by sera, as well as any interest, collection the Buyer shall be liable for such costs, or other amounts due with respect to such Goods.
9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law.
9.3. Until Purchaser becomes the full and unconditional owner of the Goods in accordance with Section 9.1:
(a10) Purchaser shall store the Goods separately from his own goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;
(b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;
(c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof;
(d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives The Buyer shall be entitled to enter resell the Delivery Items as part of its normal course of business but transfers to sera here and now all claims to payments that the Buyer may have against its clients or third parties from such resale, up to the amount of the invoice value (including VAT), regardless of whether or not the Delivery Items have been further processed before being resold. The Buyer shall remain authorized to collect these claims, even after the assignment. The Buyer has no rights whatsoever to any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;
(e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspectsother disposal, in particular pledging or the assignment as collateral.
(11) The right of sera to collect the claim itself remains unaffected. How- ever, sera is not entitled to collection as long as the Buyer fulfills its payment obligations wi- thout being in default. If this is the case, sera shall have the right to require the Buyer to inform sera of its assigned receivables and the respective debtors, to provide all information necessary for collecting payment, to surrender all related documents, and to inform its debtors (third parties) of the assignment.
(12) Any processing or conversion of the Delivery Items by taking all commercially reasonable actions requested by Supplier that the Buyer shall always be deemed to have been carried out on behalf of sera. If the Delivery Items are necessary or useful processed together with other items which are not sera‟s property, sera shall be deemed to give Supplier free access have acquired co-ownership over the new items in the same proportion (pro rata) as the value of the Delivery Items to the Goods and to allow the transportation value of the Goods; andother processed items at the time of processing. Any items created by such proces- sing shall then be subject to the same restrictions as all other goods supplied under retention of title. The Buyer shall also transfer its claim to payment to sera as collateral for sera‟s receivables against the Buyer which the Buyer may have against a third party due to the combination of the Delivery Items with a parcel of land.
(f13) Purchaser If the Delivery Items are processed together with other items which are not sera‟s property and form new items which are combined inseparably, sera shall notbe deemed to have acquired co-ownership over the new items in the same proportion (pro rata) as the value of the Delivery Items to the value of the other combined items at the time of combination. If the combination is carried out with the result that the Buyer‟s product is regarded as the main com- ponent, without Supplier’s prior written consentit is hereby agreed that the Buyer shall transfer co-ownership rights pro rata to sera. The Buyer is obliged to store said property on behalf of sera. The Buyer shall insure said property against normal risks such as fire, assign, pledge, lease theft and water damages at the usual rates. The Buyer hereby cedes its claims to damages from the above-mentioned risks against insurance companies or otherwise dispose of any product or enter into any agreement by which the Goods are subjected other parties liable for damages to any security right or right sera in proportion to surrender the Goodshis receivables.
Appears in 1 contract
Samples: General Terms and Conditions
Retention of Title. 6.1 Risk of damage or loss of the Products shall pass to the Buyer at the time of delivery in accordance with Incoterms.
9.1. The ownership 6.2 Notwithstanding delivery and passing of Goods shall the risk of loss, the Products will remain the sole property of VICTREX until VICTREX receives payment in full (in cash or cleared funds) for the Products and absolute ownership any other goods or Services that VICTREX has supplied to the Buyer in respect of Supplier which payment has become due, in which case title to the Products shall pass at the time of payment of all such sums.
6.3 From delivery and until such time as Purchaser has paid title to the Products passes to the Buyer, the Buyer shall insure the Products for full value. The Buyer shall hold the proceeds of any claim on the insurance policy in trust for VICTREX and shall immediately account to VICTREX for any proceeds, and shall not be relieved of the full cost of such Products, notwithstanding the amount received from any claim on Products.
6.4 Until such time as the title to Supplier the agreed price Products passes to the Buyer, the Buyer shall hold the Products as VICTREX’s trustee and shall keep the Products separate from those of the Buyer and third parties and properly stored, protected and insured and identified as VICTREX property, but shall be entitled to use (or where authorized by VICTREX in writing signed by an authorized agent in advance, resell) the Products in the ordinary course of its business in which case all proceeds from such resale or use shall be held by the Buyer in trust for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect benefit of VICTREX until title to the Products passes to the Buyer.
6.5 Until such Goods.
9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect time as the agreed retention title to the Products passes to the Buyer (and provided the Products are still in separate, identifiable existence and have not been resold), VICTREX shall be entitled at any time to require the Buyer to deliver up the Products to VICTREX, and, if the Buyer fails to do so forthwith, to enter upon any premises of ownership, the Buyer if the Products are stored and repossess the Products all to the fullest extent possible under permitted by law, and where the applicable lawProducts are stored at the premises of a third party, the Buyer shall procure a right for VICTREX to enter such third party's premises to repossess the Products.
9.3. Until Purchaser becomes the full and unconditional owner 6.6 The Buyer shall not be entitled to pledge, grant a security interest in, or charge by way of security for any indebtedness any of the Goods in accordance with Section 9.1:
(a) Purchaser shall store the Goods separately from his own goods or the goods of any other person and shall identify these as Products which remain the property of Supplier VICTREX, and preserve all labels, identifying marks and stock records identifying them as if the property of Supplier;
(b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;
(c) Supplier shall have absolute authority to retake, sell or otherwise dispose ofBuyer does so, all or part of monies owing by the Goods in which title remains vested in SupplierBuyer to VICTREX shall become immediately due and payable, without Purchaser being released from the Agreement as a result thereof;
(d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;
(e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation of the Goods; and
(f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which the Goods are subjected prejudice to any security other right or right to surrender the Goodsremedy of VICTREX .
Appears in 1 contract
Samples: General Terms and Conditions of Sale
Retention of Title.
9.1. The ownership of Goods shall remain the sole and absolute ownership of Supplier until such time as Purchaser has paid in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.
9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law.
9.3. Until Purchaser becomes the full and unconditional owner of the Goods in accordance with Section 9.1:
(a) Purchaser Until full payment of all present and future claims arising from the pur- chase contract and an ongoing business relationship (secured claims), the AE shall store retain title to the Goods separately from his own sold goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;tools (reserved goods).
(b) Purchaser shallThe goods subject to retention of title may neither be pledged to third parties nor assigned (as collateral) until the secured claims have been paid in full. The CP shall immediately notify the AE in writing if an appli- cation for the opening of insolvency proceedings is filed or if third parties access (e.g., seize) the goods subject to retention of title owned by the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;AE.
(c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part In case of conduct of the Goods CP which is in which title remains vested breach of the contract, in Supplierparticular with non-payment of the due purchase price, without Purchaser being released the AE shall be entitled to withdraw from the Agreement as contract according to the statutory provisions or/and to request the handover of the reserved goods ow- ing to the retention of title. The handover request shall not include the declaration of withdrawal at the same time; in fact, the AE shall be entitled to merely request the handover of the reserved goods and to reserve the right to withdraw from the contract. If the CP does not pay the due purchase price, the AE may assert these rights only if it has previously unsuccessfully set the CP a result thereof;reasonable deadline for payment or if such a deadline is unnecessary according to the statu- tory provisions.
(d) Until they are revoked as stated in (c), the CP shall be authorized to resell and/or process the reserved goods in the ordinary course of business. In this case, the following provisions shall apply in addi- tion.
i. The retention of title shall extend to the products that are produced by processing, mixing or combining of goods at their full value, whereby the AE shall be deemed the manufacturer. If the ownership rights of third parties continue to exist when processing, mixing or combining with goods of third parties, the AE shall acquire co- ownership in the ratio of the invoice values of the processed, mixed or combined goods. Incidentally, the same shall apply to the pro- duced product as to the goods delivered under retention of title.
ii. The CP shall hereby already assign the claims against third parties arising from the resale of the goods or product in total or in the amount of the possible co-ownership share, to the AE as collateral according to the preceding paragraph. The AE shall accept this as- signment. The obligations of the CP set forth in Para. 2 shall also apply with regard to the assigned claims.
iii. The CP shall remain authorized to collect the claim in addition to the AE. The AE shall undertake not to collect the claim as long as the CP meets its payment obligations towards the AE, there is no deficiency in its ability to pay and the AE does not assert the retention of title by exercising a right pursuant to Para. 3. However, if this is the case, the AE may request the CP to inform the AE of the assigned claims and their debtors, provide all information required for collection, hand over the purpose specified relevant documents and inform the debtors (third par- ties) of the assignment. Furthermore, in Section 9.3(c) abovethis case the AE shall be enti- tled to revoke the CP's authority to further sell and process the goods subject to retention of title.
iv. If the realizable value of the collateral items exceeds the AE's claims by more than 10%, Supplier or any the AE shall, upon the CP's request, release col- lateral items of its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;
(e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation of the Goods; and
(f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goodschoice.
Appears in 1 contract
Samples: General Terms of Sale and Delivery
Retention of Title. (1) We shall retain full title of the goods that have been delivered until the Purchaser has discharged all claims arising from the business relationship which shall include any account balance and claims from refinancing or reverse promissory notes.
9.1(2) The Purchaser shall have the right to dispose of the goods delivered by us within the ordinary course of business. The ownership authority granted hereunder shall cease in the cases referred to in § 8 (4) above. Moreover, we may withdraw the sales authority of Goods the Purchaser through written notice if it shall be in breach of any obligation owed to us and shall in particular be in payment default or we shall become aware of other incidents that give rise to doubts about its creditworthiness.
(3) The Purchaser’s right to process the goods delivered shall also be subject to the limitations set out in subsection (2) above. The Purchaser shall not acquire title to the fully or partly processed goods; the processing shall be free of charge for our benefit as Manufacturer in the sense of § 950 of the German Civil Code (BGB). If we should, for whatever reason, lose our rights under the retention of title, then it is hereby agreed between us and the Purchaser that we shall acquire title upon processing of the goods and the Purchaser shall remain custodian of the sole and absolute ownership goods which shall be free of Supplier until such time as Purchaser has paid charge.
(4) If the goods in full to Supplier which we have retained title shall be inseparably assembled or mixed with goods that are third party property, then we shall acquire co-title in the agreed price for new goods or the mixed stock. The proportion of title shall follow from the proportion of the invoice value of the goods delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.
9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed us under retention of ownership, to title and the fullest extent possible under invoice value of the applicable lawother goods.
9.3. Until Purchaser becomes the full and unconditional owner of the (5) Goods in which we shall acquire sole or co-title in accordance with Section 9.1:subsection (3) and (4) shall, the same as with regard to the goods delivered under retention of title according to subsection (1) above, be regarded as goods delivered under retention of title for the purposes of the following paragraphs.
(a6) The Purchaser shall store hereby assigns to us all claims arising from the Goods separately from his own goods or resale of the goods delivered under retention of any other person and title. Such claims shall identify these as also include claims against the property bank which, within the scope of Supplier and preserve all labelssuch sale, identifying marks and stock records identifying them as shall have issued or confirmed a letter of credit for the property benefit of Supplier;
(b) the Purchaser shall(= reseller). We hereby accept such assignment. If the goods delivered under retention of title shall be a processed good or a mixed stock, where, in addition to the satisfaction of Suppliergoods delivered by us, adequately insure only such goods exist that are either the Goods against loss, theft and damage;
(c) Supplier shall have absolute authority to retake, sell Purchaser’s property or otherwise dispose of, all or part of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement a third party property as a result thereof;
of a (dsimple) for retention of title, then the purpose specified Purchaser shall assign all of the claim arising from the resale. In the other case, i. e. in Section 9.3(c) abovethe event of a conflict between pre-assignment claims by other suppliers, Supplier or any of its agents or authorized representatives we shall be entitled to enter receive any premises resale proceeds on a pro rata basis which shall be determined in proportion to the invoice value of Purchaser in which our goods and the Goods are stored other processed or kept, or are reasonably believed to be so during business hours without notice;mixed goods.
(e7) Where our claims shall be undoubtedly be secured through the assignment and retention by more than 125%, any surplus of receivables and/or good delivered under retention of title shall, upon demand of the Purchaser, be released in accordance with our choice.
(8) The Purchaser irrevocably consents shall be authorized to fully cooperate collect any receivables arising from the resale of goods. 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 Purchaser’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 Purchaser shall upon our demand immediately specify to us its debtors in the claims assigned and provide us with Supplier all information and enable Supplier documentation necessary for collection.
(9) In the event of any third party action against our goods delivered under retention of title or any receivables assigned to exercise its rights under Sections 9.3(cus, the Purchaser shall notify such party of our property/our right and immediately inform us about such action. The Purchaser shall bear the costs of any intervention.
(10) and 9.3(d) If the Purchaser shall be in all practical aspectsbreach of contract, in particular by taking in payment default, then it shall, upon our demand, immediately return to us all commercially reasonable actions requested by Supplier that are necessary goods delivered under retention of title and assign to us any repossession claims against any third party in conjunction with such goods. Any repossession or useful to give Supplier free access enforcement proceedings with regard to the Goods and to allow the transportation goods delivered under retention of the Goods; andtitle shall not be regarded as a rescission of this Agreement.
(f11) Purchaser In the cases referred to in § 8 (4) above, we may require the Purchaser, 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 not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which have the Goods are subjected to any security right or right to surrender disclose the Goodsassignment as we consider appropriate.
Appears in 1 contract
Samples: General Terms and Conditions
Retention of Title. (1) We shall retain full title of the goods that have been delivered until the Buyer has discharged all claims arising from the business relationship which shall include any account balance and claims from refinancing or reverse promissory notes.
9.1(2) The Buyer shall have the right to dispose of the goods delivered by us within the ordinary course of business. The ownership authority granted hereunder shall cease in the cases referred to in § 8 (4) above. Moreover, we may withdraw the sales authority of Goods the Buyer through written notice if it shall be in breach of any obligation owed to us and shall in particular be in payment default or we shall become aware of other incidents that give rise to doubts about its creditworthiness.
(3) The Buyer’s right to process the goods delivered shall also be subject to the limitations set out in subsection (2) above. The Buyer shall not acquire title to the fully or partly processed goods; the processing shall be free of charge for our benefit as Manufacturer in the sense of § 950 of the German Civil Code. 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 goods and the Buyer shall remain custodian of the sole and absolute ownership goods which shall be free of Supplier until such time as Purchaser has paid charge.
(4) If the goods in full to Supplier which we have retained title shall be inseparably assembled or mixed with goods that are third party property, then we shall acquire co-title in the agreed price for new goods or the mixed stock. The proportion of title shall follow from the proportion of the invoice value of the goods delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.
9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed us under retention of ownership, to title and the fullest extent possible under invoice value of the applicable lawother goods.
9.3. Until Purchaser becomes the full and unconditional owner of the (5) Goods in which we shall acquire sole or co-title in accordance with Section 9.1:subsection (3) and (4) shall, the same as with regard to the goods delivered under retention of title according to subsection (1) above, be regarded as goods delivered under retention of title for the purposes of the following paragraphs.
(a6) Purchaser shall store The Buyer hereby assigns to us all claims arising from the Goods separately from his own goods or resale of the goods delivered under retention of any other person and title. Such claims shall identify these as also include claims against the property bank which, within the scope of Supplier and preserve all labelssuch sale, identifying marks and stock records identifying them as shall have issued or confirmed a letter of credit for the property benefit of Supplier;
(b) Purchaser shallthe Buyer (= reseller). We hereby accept such assignment. If the goods delivered under retention of title shall be a processed good or a mixed stock, where, in addition to the satisfaction of Suppliergoods delivered by us, adequately insure only such goods exist that are either the Goods against loss, theft and damage;
(c) Supplier shall have absolute authority to retake, sell Buyer’s property or otherwise dispose of, all or part of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement a third party property as a result thereof;
of a (dsimple) for retention of title, then the purpose specified Buyer shall assign all of the claim arising from the resale. In the other case, i. e. in Section 9.3(c) abovethe event of a conflict between pre-assignment claims by other suppliers, Supplier or any of its agents or authorized representatives we shall be entitled to enter receive any premises resale proceeds on a pro rata basis which shall be determined in proportion to the invoice value of Purchaser in which our goods and the Goods are stored other processed or kept, or are reasonably believed to be so during business hours without notice;mixed goods.
(e7) Purchaser irrevocably consents Where our claims shall be undoubtedly be secured through the assignment and retention by more than 125%, any surplus of receivables and/or good delivered under retention of title shall, upon demand of the Buyer, be released in accordance with our choice.
(8) The Buyer shall be authorised to fully cooperate collect any receivables arising from the resale of goods. 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 Supplier all information and enable Supplier documentation necessary for collection.
(9) In the event of any third party action against our goods delivered under retention of title or any receivables assigned to exercise its rights under Sections 9.3(cus, 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) and 9.3(d) If the Buyer shall be in all practical aspectsbreach of contract, in particular by taking in payment default, then it shall, upon our demand, immediately return to us all commercially reasonable actions requested by Supplier that are necessary goods delivered under retention of title and assign to us any repossession claims against any third party in conjunction with such goods. Any repossession or useful to give Supplier free access enforcement proceedings with regard to the Goods and to allow the transportation goods delivered under retention of the Goods; andtitle shall not be regarded as a rescission of this Agreement.
(f11) Purchaser 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 not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which have the Goods are subjected to any security right or right to surrender disclose the Goodsassignment as we consider appropriate.
Appears in 1 contract
Samples: General Terms and Conditions of Sale
Retention of Title.
9.18.1. Title to the Products shall remain vested in Seller until all present and future claims of Seller under the agreement and any ongoing business relationship with Buyer ("Secured Claims") have been paid in full. The ownership of Goods shall remain the sole and absolute ownership of Supplier until such time as Purchaser has paid in full Products subject to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.
9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed Seller's retention of ownershiptitle (“Reserved Goods”) shall, to the fullest extent possible under possible, be stored separately from other goods on the applicable lawBuyer's premises and clearly marked as Seller's goods.
9.38.2. Until Purchaser becomes Buyer is entitled (a) to process the full and unconditional owner Product in the ordinary course of the Goods business in accordance with Section 9.1:
(a) Purchaser shall store the Goods separately from his own goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;section hereof and
(b) Purchaser shallto sell the resulting products or the unmodified Product (if expressly permitted by Supplier in accordance with section 3.2 above) in the ordinary course of business, provided that Xxxxx also agrees on a retention of title with its customers in accordance with this section 8. Buyer shall not be entitled to dispose of the satisfaction of SupplierReserved Goods in any other way, adequately insure in particular not to pledge them or assign them as security
8.3. Buyer’s rights according to section 8.2 shall cease automatically, without the Goods against lossneed for an express revocation, theft and damage;if Buyer
(ci) Supplier fails to make a payment when due or (ii) is in default with the proper performance of or compliance with any other obligation to Seller or (iii) initiates or applies for liquidation, insolvency proceedings or receivership. Seller may then terminate the agreement by written notice to Xxxxx. Upon termination of Buyer’s right to use or resale the Products, Buyer shall have absolute authority immediately make available the Reserved Goods to retake, sell or otherwise dispose of, all or part of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof;
(d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives Seller and Seller shall be entitled to enter the Buyer's premises in order to take possession of the Reserved Goods. To this end, Buyer shall provide Seller with all reasonable assistance in locating and taking possession of the Product.
8.4. Seller's retention of title extends to all products resulting from the processing, mixing or combination of the Products (“Manufactured Products”) at the full value of the Manufactured Products, the Seller being considered as the manufacturer of all Manufactured Products. If, after processing, mixing or combining the Products with goods of a third party, such third party’s title should remain in effect, Seller shall acquire co-ownership in the Manufactured Product in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the Manufactured Products shall be subject to the same provisions as applicable to the Reserved Goods.
8.5. Buyer hereby assigns by way of security to Seller any premises claims against third parties arising from the resale of Purchaser the Reserved Goods or the Manufactured Products in which total or in the Goods are stored amount of any co-ownership share pursuant to Section 8.4, and Seller hereby accepts such assignment. Xxxxx remains authorized to collect the claims until his authorization to use and sell the Product or keptManufactured Product ends according to clause 8.3. Upon termination of Xxxxx's right to collect and at Seller’s request, or are reasonably believed Buyer shall (i) inform Xxxxxx of the assigned claims and their debtors and provide all information necessary for the collection of the claims, (ii) hand over the relevant documents and (iii) notify the debtors of the assignment.
8.6. Xxxxx shall immediately notify the Seller in writing if and to be so during business hours without notice;
(e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspectsthe extent that third parties have access, in particular by taking all commercially reasonable actions requested by Supplier that are necessary bring out attachments or useful to give Supplier free access seizures, to the Goods and Reserved Goods, Manufactured Products or claims belonging to allow the transportation of Seller. Any intervention costs arising from this shall in any case be borne by the Goods; and
(f) Purchaser shall notBuyer, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement unless they are borne by which the Goods are subjected to any security right or right to surrender the Goodsthird parties.
Appears in 1 contract
Samples: General Terms and Conditions
Retention of Title. 9.1 Until payment in full is received by the Supplier for all Products whatever supplied at any time by the Supplier to the Purchaser:
9.1. The ownership of Goods 9.1.1 Property in the Products shall remain with the sole Supplier and absolute ownership the Purchaser shall hold the Products as bailee on the Suppliers behalf;
9.1.2 The Purchaser shall be at liberty to sell the Products in the ordinary course of Supplier until business on the basis that all proceeds of sale of such time Products are the Supplier’s property for which the Purchaser shall account on demand; and
9.1.3 Notwithstanding that property in the Products has not yet passed, the Purchaser may incorporate the Products in or together with any product manufactured or assembled by the Purchaser in the ordinary course of its business. If the Purchaser sells any such product before property in the incorporated Products has passed, it shall do so as Purchaser has paid in full the Supplier’s agent but the Purchaser’s liability to Supplier the agreed price account as agent for the delivered Goodsproceeds of such a sale shall be limited to the Supplier’s invoice value of Products so incorporated. If, as well as before property in the Products passes any interestof the Products are incorporated in or together with any products manufactured or assembled by the Purchaser, collection costs, or other amounts due with respect to such Goods.
9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have maintain records sufficient to enable such Products to be identified, measured or otherwise quantified.
9.2 The powers of the same or similar effect as the agreed retention of ownership, Purchaser referred to in clause 9.1 above shall be determined:
9.2.1 by written notice to the fullest extent possible under Purchaser if any payment for any Products whatever remains unpaid 14 days after becoming due to the applicable law.Supplier; or
9.3. Until Purchaser becomes the full and unconditional owner 9.2.2 Automatically if a receiver is appointed over any assets or undertaking of the Goods in accordance Purchaser or a winding-up order is made against the Purchaser or the Purchaser goes into voluntary liquidation or calls a meeting or makes any composition or arrangement with Section 9.1its creditors or commits any act of bankruptcy:
(a) 9.3 Upon determination of the powers of the Purchaser referred to in clause 9.1 above the Purchaser shall store place the Goods separately from his own goods or Products at the goods of any other person Suppliers disposal and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;
(b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;
(c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof;
(d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives shall be entitled to enter any upon the premises of the Purchaser in and remove any Products including any Products which the Goods are stored may have been incorporated into other products or kept, or are reasonably believed to be so during business hours without notice;
(e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access affixed to the Goods and to allow the transportation of the Goods; and
(f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goodsproperty.
Appears in 1 contract
Samples: Terms & Conditions
Retention of Title.
9.16.1.1. The ownership Purchaser acquires the title to the Goods only upon complete payment of the purchase price.
6.1.2. Until title has passed to the Purchaser the Goods shall and any delivery documents delivered under the Agreement remain the sole Seller’s property and absolute ownership of Supplier until such time as Purchaser has paid in full to Supplier are held by the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.
9.2Purchaser. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law.
9.3. Until Purchaser becomes the full and unconditional owner of the Goods in accordance with Section 9.1:
(a) The Purchaser shall store the Goods held separately from his all other goods and ensure that the Goods are clearly marked and remain identifiable as belonging to the Seller. In the event that the effectiveness of the retention of Seller’s title is subject to registration or compliance with any other formalities the Purchaser is required to take all necessary steps at its own goods or cost to ensure Seller’s title is duly retained.
6.1.3. If nevertheless the goods subject to this reservation of title are processed or converted the reservation of title shall extend to the product of such processing and Seller shall be entitled if the necessity arises to select for separation such amount of the said product as shall cover the value of the goods supplied by Seller. In the event of an encroachment by a third party, the Purchaser shall inform Seller immediately of the manner and perpetrator thereof.
6.1.4. The Goods may be resold by the Purchaser only in the normal and ordinary course of business. All Purchasers’ claims it will have against its customers deriving from a resale of the Goods are hereby assigned to the Seller, and the latter is authorized to collect the claims against third parties. This assignment shall also include any rights arising from the fact and to the extent that the Goods are mixed or combined with other person property. In case the Goods are resold, the Purchaser is obliged to notify the Seller about the claim assigned, provide the Seller with details of the third party debtor and shall identify these as all information required for the property collection of Supplier and preserve all labels, identifying marks and stock records identifying them as payment by the property of Supplier;
(b) Seller. The Purchaser shallmust immediately transfer any amounts collected by it to the Seller, to the satisfaction extent that and as soon as the Seller’s claims are due.
6.1.5. In jurisdictions where reservation of Suppliertitle cannot be made effective against third parties by simple declaration on invoices or other written instruments, adequately insure the Goods against lossPurchaser, theft by acceptance of these Conditions of Sale, affirms that a security agreement exists between him and damage;
(c) Supplier shall have absolute authority the Seller and undertakes to retake, sell cooperate with the Seller in completing and filing with the proper authorities the financing statements or otherwise dispose of, all or part other documents needed to perfect the Seller's security interests in the goods sold and in the proceeds from any disposition of the Goods in which title remains vested in Supplier, without Purchaser being released from Seller's interests herein by the Agreement as a result thereof;
(d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;
(e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation of the Goods; and
(f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the GoodsPurchaser.
Appears in 1 contract
Retention of Title.
9.1. The ownership of Goods shall remain the sole and absolute ownership of Supplier until such time as Purchaser has paid in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.
9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law.
9.3. Until Purchaser becomes the full and unconditional owner of the Goods in accordance with Section 9.1:9.1:
(a) Purchaser shall store the Goods separately from his own goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;Supplier;
(b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;damage;
(c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof;thereof;
(d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;
(e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation of the Goods; and
(f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goods.
Appears in 1 contract
Samples: General Terms of Sale
Retention of Title. Goods supplied
9.1. The (a) Notwithstanding that risk in Goods passes pursuant to clause 3, title to and ownership of Goods shall remain remains with the sole Company and absolute ownership of Supplier does not pass to the Applicant until such time as Purchaser has paid in full all amounts owing by the Applicant to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due Company with respect to those Goods are paid in full.
(b) The Applicant acknowledges that until title to and ownership of Goods passes to the Applicant, the Applicant is in possession of the Goods for and on behalf of the Company as bailee.
(c) Subject to clause 5.1(e), until payment is made for Goods, the Applicant shall store those Goods separately and in such Goods.
9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant manner that Supplier has rights that have the same or similar effect those Goods are clearly identified as the agreed retention property of ownership, the Company.
(d) The Applicant grants to the fullest extent possible under Company an irrevocable licence to enter any of the applicable lawApplicant's premises, exercisable upon a Termination Event, which licence to enter permits the Company by its Personnel, at its sole option to enter the Applicant's premises and repossess and remove all Goods on the premises for which title has not passed to the Applicant. The Applicant consents to such actions and agrees that the Company will not be liable for any Loss suffered by the Applicant as a result of the Company taking such actions.
9.3. (e) Until Purchaser becomes title to and ownership of the full and unconditional owner Goods passes to the Applicant in accordance with this clause 3, the Applicant must not, without the written consent of the Company:
(i) grant or register, or permit to be granted or registered any Security Interest over any of the Goods in accordance with Section 9.1:favour of another person which rank in priority to the Company’s Security Interest in the Goods; or
(aii) Purchaser shall store the Goods separately from his own goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;
(b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;
(c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part give possession or control of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof;
(d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;
(e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation of the Goods; and
(f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goodsanother person.
Appears in 1 contract
Samples: Sales Contracts
Retention of Title.
9.1. 7.1 The ownership of Goods shall goods delivered by the vendor remain the sole and absolute ownership of Supplier until such time as Purchaser has paid in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.
9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law.
9.3. Until Purchaser becomes the full and unconditional owner property of the Goods vendor until the purchaser has fulfilled all following obligations of the purchase agreement entered into with the vendor: - the compensation(s) with regard to delivered or to-be-delivered good/goods - the compensation(s) with regard to services rendered or to be rendered in accordance with Section 9.1:the purchase agreement; - any claims due to purchaser's non-compliance of such agreement(s).
(a) Purchaser shall store 7.2 Unless the vendor determines otherwise, the property law consequences of business intended for export will be governed by the law of the country of destination of the relevant goods, if the retention of title under the laws of the destination country does not lose its effect until the full price is paid.
7.3 Goods separately from his own goods supplied by the vendor that by virtue of paragraph 1 fall under retention of title, may only be sold on within the framework of a normal business practice. Moreover, the purchaser is not entitled to pledge or the goods of establish any other person and shall identify these as rights to the goods.
7.4 With regard to delivered goods which by payment have become the property of Supplier the purchaser and preserve which are still in the possession of the purchaser, the vendor reserves the liens provided for in art. 3:237 BW as additional security for claims, other than stated in paragraph 1 of this article, of whatever nature that the vendor may have against the purchaser. The authority contained in this paragraph also applies in respect of goods supplied by the vendor which are treated or processed by the purchaser whereby the vendor loses its retention of title.
7.5 If the purchaser fails to fulfill the obligations or there is reasonable fear that the purchaser will not do so, the vendor is entitled to remove or arrange for removal of goods referred to in the paragraph 1 retention of title from the purchaser or from third parties holding the goods for the purchaser. The purchaser is obliged to cooperate fully in this under penalty of a fine per day of 10% of the amount owed by the purchaser.
7.6 If third parties wish to establish or assert any right to the delivered goods, the purchaser is obliged to inform the vendor as soon as can reasonably be expected.
7.7 The purchaser is obliged on request by the vendor - to insure and keep insured the goods delivered under retention of title against fire, explosion, water damage and theft and to produce the insurance policy for inspection; - to pledge to the vendor all labels, identifying marks and stock records identifying them of purchasers' claims on insurers in respect of the goods delivered under the retention of title in the manner prescribed in art. 3:239 BW;
 - to pledge to the vendor the claims that the purchaser obtains in relation to purchaser's customers selling on the goods delivered by the vendor under retention of title in the manner prescribed in art. 3:239 BW; - to mark the goods delivered under retention of title as the being property of Supplier;
(b) Purchaser shall, the vendor; - to cooperate in other ways to all reasonable measures that the satisfaction vendor will utilize to protect its rights of Supplier, adequately insure the Goods against loss, theft and damage;
(c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part retention of title in respect of the Goods goods and which do not unreasonably interfere in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof;
(d) for the purpose specified in Section 9.3(c) above, Supplier or any purchaser's normal course of its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;
(e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation of the Goods; and
(f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goodsbusiness.
Appears in 1 contract
Samples: Terms & Conditions
Retention of Title. (a) Notwithstanding clauses 5 and 7 of this Agreement or any clauses dealing with any rights of the Customer pursuant to Chapter 4 of the PPSA and until payment has been made in full by the Customer to the Supplier:
9.1. The ownership of Goods (i) the Supplier shall remain the sole and absolute ownership of Supplier until such time as Purchaser has paid in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, legal or other amounts due with respect to such Goods.
9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law.
9.3. Until Purchaser becomes the full and unconditional equitable owner of the Goods until payment has been made in accordance with Section 9.1:full by the Customer to the Supplier.
(aii) Purchaser shall store the Customer will not charge or encumber the Goods separately from his own goods in any way or otherwise grant a security interest in the goods Goods;
(iii) if the Goods are commingled or accession Goods for the purposes of the PPSA, the Supplier will retain title in the Goods and/or any other person and shall identify these proceeds until the Customer has discharged its obligations;
(iv) the Customer is in possession of the Goods supplied on credit, as bailee for the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;Supplier.
(b) Purchaser shallThe Customer undertakes to:
(i) store such Goods on its premises separately from its own Goods or those of any other person, to in a manner which makes them readily identifiable as the satisfaction of Supplier’s goods; and
(ii) properly store, adequately protect and insure the Goods for their full insurable value against lossloss or damage by fire, theft theft, accident and damage;other such risks; and
(iii) hold the entire proceeds of Goods supplied under credit in trust for the Supplier and not mingle the proceeds with any other money and shall maintain the entire proceeds in a manner which makes them readily identifiable as the Supplier’s money; and
(iv) grant the Supplier reasonable access to its premises in order to inspect the Goods at any time, or to retake possession of them in accordance with the Terms. In the event that the Supplier so enters premises, the Customer hereby irrevocably indemnifies the Supplier against any claim that may be brought against the Supplier for trespass or for any damage done to such premises by the Supplier; and
(v) notify any person seizing the Goods or any part of them of the restrictions contained in this Retention of Title clause; and
(vi) place and keep displayed on the Goods a notice containing, in plain and legible print, a statement that the Supplier is the owner of the Goods and a statement of the restrictions contained in this Retention of Title clause.
(c) The Customer’s right to possession of such Goods shall cease, and the Supplier shall have absolute authority will be entitled to retakerepossession of any Goods not paid for in full, sell if the Customer does anything or otherwise dispose of, all or part fails to do anything which would result in the following:
(i) the Customer failing to comply with any of the Goods in which title remains vested in SupplierTerms;
(ii) the Customer ceasing to carry on business;
(iii) the Customer going into liquidation, without Purchaser being released from official management or some other form of insolvency administration;
(iv) the Agreement as Customer filing for bankruptcy;
(v) the Customer making a result thereof;scheme or compromising with its creditors.
(d) The Customer warrants that it is not at the time of entering into this Agreement insolvent and knows of no circumstances which would entitle any creditor to appoint a receiver or to petition for the purpose specified in Section 9.3(c) above, Supplier winding up or any of its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;
(e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise any other rights over or against its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation of the Goods; and
(f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goodsassets.
Appears in 1 contract
Retention of Title.
9.1. The ownership of Goods 7.1 Notwithstanding the actual delivery, the property in the Products shall remain not pass to the sole and absolute ownership of Supplier Purchaser until such time as the Purchaser has paid fully paid:
7.1.1 All claims due to Eclipse concerning the compensation for any Products supplied or to be supplied by Eclipse under the Agreement or to be supplied under any other agreement whether existing at this time or to be concluded at a later stage; or
7.1.2 For any work performed or to be performed on behalf of the Purchaser under abovementioned agreements; as well as
7.1.3 All claims on account of any failure on the part of the Purchaser in full to Supplier respect of the agreed price due performance of his obligations under abovementioned agreements.
7.2 As security for the delivered Goods, as well as any interest, collection costspayment of claims arising from contracts other than those referred to under clause 7.1 above, or other amounts due as security for those claims or with respect to such Goods.
9.2. If applicable law does not permit the enforcement of a those Products to which no reservation of ownership by Supplier as stipulated in Section 9.1title is possible, Purchaser shall warrant that Supplier has rights that have Eclipse reserves the same or similar effect as the agreed retention of ownershipright to vest a security interest (e.g. a charge), to the fullest extent possible under the applicable law.
9.3. Until Purchaser becomes the full and unconditional owner of the Goods in accordance with Section 9.1:
(a) Purchaser shall store the Goods separately from his own goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;
(b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;
(c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof;
(d) its benefit for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives Products supplied. Eclipse shall be entitled to enter any premises of register said security interest, for which Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;shall provide all cooperation required.
(e) 7.3 Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free shall allow access to the Goods Product and allow Eclipse to allow collect the transportation Products, in the event Eclipse exercises this right of retention.
7.4 In the Goods; and
(f) case the Product is integrated in, transformed to, becomes part of another good or otherwise loses its individual identity, Eclipse has the right to request a security right such as a charge, mortgage or lien that would provide it sufficient security for its claims, and Purchaser shall notgrant such right upon Eclipse’s first request. The last sentence of clause 7.2 shall apply equally here.
7.5 As long as the property in the Products rests with Eclipse or as long as a security interest is established thereon, without Supplier’s prior written consent, assign, pledge, lease the Purchaser shall not be entitled to transfer or otherwise dispose of any product or enter into any agreement by the Product to pledge the same as security, unless the Purchaser resells the Products in the normal conduct of his business, which is to sell goods such as the Goods are subjected Products. In that case a security interest in the proceeds of such sale(s) for the benefit of Eclipse shall be established in anticipation of the claim against the third-party buyer arising from the sale of the Product. The Purchaser hereby grants to Eclipse a floating charge over such sale proceeds. The last sentence of clause 7.2 shall apply equally here.
7.6 Purchaser agrees to cooperate in the registration of any security right or right interest mentioned above.
7.7 Clause 7.1 shall not apply in the case that the Parties have agreed that Eclipse shall issue trust deeds, which provide Purchaser (proportional) ownership rights to surrender the GoodsProduct.
Appears in 1 contract
Samples: General Terms and Conditions of Sale
Retention of Title.
9.1. The ownership of Goods shall remain the sole and absolute ownership of Supplier until such time as Purchaser has paid in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.
9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law.
9.3. Until Purchaser becomes the full and unconditional owner of the Goods in accordance with Section 9.1:
(a) Purchaser shall store Property in all the Goods separately from his own goods or supplied shall remain vested in the goods of any other person Seller and shall identify these as not pass to the property of Supplier and preserve Customer until all labels, identifying marks and stock records identifying them as monies owing to the property of Supplier;Seller by the Customer are paid in full;
(b) Purchaser shall, Where the Customer has possession of the Goods supplied and the Seller has not been paid in full for the Goods then the Customer is deemed to be trustee for the Seller in respect of the Goods and liable to the satisfaction Seller to account for all monies received in respect of Supplier, adequately insure the Goods against lossand pay such monies to the Seller in respect of the Goods. The trust expires upon the Customer paying the Seller for the Goods in full (including any interest or other costs incurred by, theft and damage;or accruing to the Seller);
(c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part of Until the Goods are paid for in which title remains vested in Supplierfull by the Customer, without Purchaser being released the Customer shall keep them separate from the Agreement as a result thereofother products so they can be easily identified and recovered;
(d) In the event that the Goods have been processed or mixed with other Goods such that the Goods are no longer separately identifiable, then the Customer agrees that the Seller will be the owner of the end product;
(e) The Seller may require the Customer to return any Goods not paid for to the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives shall be Seller on demand and the Customer expressly and irrevocably agrees that the Seller is entitled to enter any premises of Purchaser in which the Customer where the Goods are stored or keptkept to repossess, or are reasonably believed to be so during business hours without notice;
(e) Purchaser irrevocably consents to fully cooperate with Supplier remove and enable Supplier to exercise its rights under Sections 9.3(c) sell such Goods and 9.3(d) the Customer will keep the Seller indemnified in all practical aspectsrespect of any claims, actions and costs that may arise against the Seller in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access relation to the removal, repossession and sale of any Goods and pursuant to allow the transportation of the Goods; andthis Agreement;
(f) Purchaser shall notTo avoid any doubt, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which if the Seller sells the Goods are subjected pursuant to this clause, such sale shall be on such terms as the Seller in its absolute discretion deems fit and any security right or right shortfall between the monies due and owing by the Customer to surrender the GoodsSeller and the proceeds of the sale pursuant to this paragraph shall be recoverable against the Customer.
Appears in 1 contract
Samples: Terms and Conditions of Trade
Retention of Title.
9.19.1 Property in the goods shall remain vested in the Company until payment of the purchase price thereof shall have been made by the Purchaser in full. The ownership Purchaser shall be in possession of Goods shall remain the sole and absolute ownership of Supplier until such time goods solely as Purchaser has paid in full to Supplier the agreed price bailee for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.
9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law.
9.3. Until Purchaser becomes Company until the full and unconditional owner of the Goods in accordance with Section 9.1:
(a) price s paid. The Purchaser shall store the Goods goods separately from his own goods or the goods and/or those of any other person and at all times the goods shall identify these be stores in such a manner that they are readily identifiable as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;
(b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;
(c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part goods of the Goods in Company until the full price is paid.
9.2 The Purchaser’s rights to possession as bailee shall cease forthwith if the Purchaser: - not being a company, commits an act of insolvency; or - being a company or Close Corporation, does anything or omits to do anything which title remains vested in Supplier, without Purchaser being released from would entitle a The Master of the Agreement as High Court or a result thereof;
(d) for the purpose specified in Section 9.3(c) above, Supplier liquidator or receiver or administrator to take possession of any of its assets or which would entitle any person to present an application to Court for the compulsory winding-up of the Purchaser or a receiver is appointed to take possession of any of the Purchaser’s assets or a special resolution is passed for the voluntary winding up of the Purchaser or an application to Court for the compulsory winding-up of the Purchaser.
9.3 Whenever and as soon as the Purchaser does or omits to do anything whereby this right to possession ceases under the provisions of condition 9.2 then: - the Purchaser shall immediately notify the Company that the Purchaser’s right to possession as bailee has ceased and of the circumstances in which this has occurred, and - the Purchaser shall on oral or written request furnish the Company, the Company’s representatives or agents with sufficient information so as to enable the Company to retake possession of the goods and such information shall include full details of the place where the goods are kept; and - the Company shall have an irrevocable license, without giving the Purchaser prior notice, to enter upon the Purchaser’s premises by itself or authorized through the Company’s representatives or agents during normal business hours in order to retake possession of the goods; and - the Company shall be entitled to enter claim reimbursement for any premises legal expenses incurred by the Company on an attorney and client scale (including collection commission) in the event of the Company instructing its attorneys to recover or collect the goods from the Purchaser.
9.4 The Purchaser may sell the goods to a third party prior to the date on which full payment of the price is received by or made to the Company if and only if: - none of the circumstances specified in which the Goods are stored or kept, condition 9.2 have occurred or are reasonably believed expected to be so during business hours without notice;
(e) occur; and - the proceeds of sale, if less than the full price of the goods, or such part of the proceeds of sale as equals the full price of the goods when received by the Purchaser irrevocably consents to fully cooperate with Supplier and/or his agents, are placed forthwith in an interest bearing deposit account and enable Supplier to exercise its rights under Sections 9.3(c) the funds therein or the appropriate part thereof are held on trust for the Company and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access payable to the Goods Company; and - notice is given as soon as reasonably practicable to allow the transportation Company of the Goodssub-scale including the name and the address of the third party and the name and address of the bank with whom the deposit account has been opened and the number of the account; andand - notice is given as soon as reasonably practicable to the Company once the proceeds of sale have been received by the Purchaser.
(f) 9.5 If the Purchaser shall notsell the goods without complying with the provisions of condition 9.4, without Supplier’s prior written consentthe Purchaser shall be in breach of bailment and liable to account to the Company for the proceeds of the sale.
9.6 In exercising the right of sale under condition 9.4, assign, pledge, lease the Purchaser shall as regards the third party act solely on his own behalf and shall not have or otherwise dispose hold himself out in any way whatsoever as having the right to make representations to or contracts with the third party on behalf of the Company.
9.7 The Purchaser shall inform the Company immediately of any seizure or attachment of the goods, whether threatened or actual and whether lawful or unlawful.
9.8 The Purchaser shall, from the time when under clause 3 hereof the sole risk in the goods rests upon the Purchaser, fully insure the goods against all risks with a reputable insurance company at its own expense. Without in any way prejudicing the right of the Company to claim and receive from the Purchaser as and when due, the full purchase price of the goods, the insurance shall cover the Company’s interest in the goods, and the Purchaser shall hold in a separate bank account all monies paid under such insurance in trust for the Company and shall pay the same to the Company on demand unless the Purchaser shall have previously paid the purchaser price in full. If the Purchaser shall not effect such insurance the Company shall be entitled to insure the goods and demand reimbursement for the cost of the same from the Purchaser.
9.9 During the course and scope of this agreement, the Company may provide certain proprietary information to the Purchaser. This information may include but not be limited to, product specifications, test results, processes, technologies, innovative concepts and other information designated as confidential expressly or enter into any agreement by the circumstances in which it is provided as part of part of the Goods are subjected services and/or product specifications under this agreement, (collectively “Confidential Information”).
9.10 Confidential Information does not include:
9.10.1 information already known or independently developed by the Purchaser;
9.10.2 information in the public domain through no wrongful act of the Purchaser, or,
9.10.3 information received by the Purchaser from a third party who was free to disclose it.
9.11 It is agreed that Confidential Information shall not be revealed or disclosed to any security right third party at any time, except as may be authorized in writing by an officer or right authorized representative of the Company. The Purchaser hereby agrees that it shall not use, commercialize or disclose such Confidential Information to surrender any person or entity, except to its employees having a “need to know” (and who are themselves bound by similar nondisclosure restrictions).
9.12 In the Goodsevent that the Purchaser becomes legally compelled to disclose any of the Confidential Information, the Purchaser shall use its best efforts to promptly notify Company and provide reasonable cooperation to Company in connection with its efforts to lawfully avoid or limit disclosure and preserve the confidentiality of the Confidential Information in such circumstances.
9.13 The Purchaser acknowledges and agrees that the unauthorized disclosure of Company’s Confidential Information could cause harm and significant injury to the Company.
Appears in 1 contract
Samples: General Terms and Conditions
Retention of Title.
9.1(1) The Seller shall retain ownership of the delivered goods until full payment of all receivables under the business relationship between the Seller and the Purchaser. The ownership of Goods shall remain the sole and absolute ownership of Supplier until such time as Purchaser has paid in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.
9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to title shall also apply if individual receivables are included in a current account and the fullest extent possible under balance is drawn and recognized. In the applicable law.
9.3. Until Purchaser becomes event of conduct on the full and unconditional owner of the Goods in accordance with Section 9.1:
(a) Purchaser shall store the Goods separately from his own goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;
(b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;
(c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part of the Goods Purchaser that violates the Agreement, in which title remains vested particular, in Supplierthe event of default in payment, without Purchaser being released from the Agreement as a result thereof;Seller may repossess the delivered goods and the Seller shall be obliged to render up such goods, after the Seller has rescinded the Agreement.
(d2) The Purchaser shall reasonably insure the goods, which are subject to the title retention (secured goods), against all standard risks, in particular, fire, break-in and water risks, and shall handle and store the goods with care.
(3) The Purchaser shall promptly notify the Seller in writing concerning third party payment execution measures relating to the secured goods and the receivables assigned in advance, and shall provide any documentation necessary for an intervention.
(4) The Purchaser may resell the purpose specified delivered goods in Section 9.3(cthe ordinary course of business. The Purchaser may not otherwise dispose over the delivered goods, in particular, pledge them or transfer them by way of security.
(5) aboveThe Purchaser hereby assigns to the Seller any receivables relating to the secured goods deriving from resale or other legal grounds, Supplier e.g. insurance or any of its agents or authorized representatives tort, up to an amount equivalent to the purchase price (including Value Added Tax), and the Seller hereby accepts such assignment. Notwithstanding the assignment and the Seller's right to collect such receivables, the Purchaser shall be entitled to enter any premises of collect the receivables as long as it meets it obligations vis-à- vis the Seller and the Purchaser’s financial situation does not deteriorate. However, should this occur, the Purchaser in which shall notify the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;
(e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation Seller of the Goods; and
(f) Purchaser shall notassigned receivables and the relevant debtors, without Supplier’s prior written consentprovide any necessary information for collection thereof, assign, pledge, lease or otherwise dispose furnish the Seller with the relevant documentation and notify the debtors of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goodsassignment.
Appears in 1 contract
Samples: Purchase Agreement
