Common use of Retention of Title Clause in Contracts

Retention of Title. 7.1 All delivered goods shall remain our property (goods sold subject to retention of title) until all receivables out of this contractual relationship, on whatever legal grounds, have been fully paid up. 7.2 In case of processing, combining or mixing of goods sub- ject to retention of title with goods of Customer, we shall be entitled to co-ownership of the new property inasmuch as the invoiced value of goods sold with retention of title relates to the value of the other involved goods. Where our co-ownership becomes null and void due to pro- cessing, combining or mixing with other goods, Customer undertakes to assign to us those of his rights of owner- ship in the new property or compound matter which corre- spond to the amount of the value of goods subject to re- tention of our title and undertake necessary steps to se- cure our rights (e.g. label the goods with our property rights). Customer shall also be responsible for holding such rights in safe custody on our behalf and at his own expense. We shall be entitled to review and undertake - where necessary - such steps ourselves. Any rights to co- ownership created as a result of such processing, com- bining or mixing shall be subject to section 7.1 of these Terms and Conditions. 7.3 Customer may resell, process, combine or mix with other property, or otherwise integrate goods under retention of title in normal business operations, as long as Customer is not defaulting. Customer shall be prohibited from taking any other disposition regarding goods for which we retain title. We shall be promptly notified about any hypotheca- tion or other seizure of goods under retention of title through a third party. All intervention costs will be charged to Customer if and to the extent that they cannot be col- lected from such third party. If Customer grants his buyer additional time for payment of the sales price, Customer shall reserve title in goods resold with retention of our title under the same terms which we have applied when deliv- ering such goods with retention of title. Customer shall be prohibited from any other kind of resale. 7.4 Customer undertakes to immediately assign to us any re- ceivables resulting from a resale of goods initially sold with retention of our title as soon as such receivables ex- ist and to undertake necessary steps to secure such rights (notification of debtor or book entries). We shall be entitled to notify the debtor ourselves. Such receivables will be used to substitute the goods under retention of title as collateral of the equivalent amount. Customer shall on- ly be entitled and authorised to resell such goods if his re- ceivables therefrom immediately accrue to us. 7.5 If Customer resells goods under retention of our title to- gether with goods from other suppliers at a certain total price, Customer shall assign to us his receivables from such resale in the same amount as stated in our invoice for goods initially sold with retention of title. 7.6 If an assigned receivable is included into a current ac- count, Customer undertakes to immediately assign to us that part of the balance which is equivalent to the amount of such receivable, including the final balance from cur- rent account operations, and make the necessary steps to secure such rights. 7.7 Until we give notice of revocation, Customer shall be au- thorised to collect receivables assigned to us. We shall be entitled to such revocation if Customer fails to meet his payment obligations under the business relationship with us in due course. If the preconditions for exercising a rev- ocation right are fulfilled, Customer shall promptly notify us of any assigned receivables with respective debtors, furnish all data required for collection of such receivables, hand over all related documentation and advise the debt- ors of such assignment. We reserve the right to personal- ly advise the debtors of such assignment. 7.8 If the value of the collateral deposited in our benefit ex- ceeds the amount of secured claims by a total of more than fifty (50) per cent, Customer shall be entitled to xx- xxxx that we insofar release securities of our own choice until the securities amount to less than one-hundred-fifty (150) per-cent of the secured claim. 7.9 If we claim retention of title, this shall only be understood as rescind of the contract if expressly stated so by us in writing. Customer's right to possess goods under reten- tion of title shall be null and void if he fails to meet his contractual obligations.

Retention of Title. 7.1 All 1. We retain title to all goods delivered goods shall remain our property (goods sold subject to retention of title) by us until all receivables out of this contractual relationship, on whatever legal grounds, outstanding amounts due us have been fully paid upto us and claims resulting from the sale of the products to the purchaser have been satisfied (“Retained Goods”). 7.2 In case 2. If the Retained Goods become part of processinga new item by way of connection to or incorporation in an item owned by the purchaser prior to full payment of the Retained Goods, combining or mixing it is hereby agreed that we and the purchaser shall become co-owners of goods sub- ject to retention of title with goods of Customer, we shall be entitled to the new item. Our co-ownership of the new property inasmuch as the invoiced value of goods sold with retention of title relates to the value of the other involved goods. Where share shall be determined by our co-ownership becomes null and void due to pro- cessing, combining respective or mixing with other goods, Customer undertakes to assign to us those of his rights of owner- ship proportionate interests in the new property or compound matter which corre- spond item. 3. The purchaser hereby assigns to us all claims against its customers that result from the amount sale of the value of goods subject Retained Goods prior to re- tention of our title and undertake necessary steps to se- cure our rights (e.g. label its full payment. If the goods with our property rights). Customer shall also be responsible for holding such rights in safe custody on our behalf and at his own expense. We shall be entitled to review and undertake - where necessary - such steps ourselves. Any rights to co- ownership created as a result of such processing, com- bining or mixing shall be subject to section 7.1 of these Terms and Conditions. 7.3 Customer may resell, process, combine or mix Retained Goods are sold together with other propertygoods that are not owned by us prior to its full payment, or otherwise integrate goods under retention of title in normal business operations, as long as Customer is not defaulting. Customer shall be prohibited from taking any other disposition regarding goods for which we retain title. We shall be promptly notified about any hypotheca- tion or other seizure of goods under retention of title through a third party. All intervention costs will be charged to Customer if and to then the extent that they cannot be col- lected from such third party. If Customer grants his buyer additional time for payment of the sales price, Customer shall reserve title in goods resold with retention of our title under the same terms which we have applied when deliv- ering such goods with retention of title. Customer shall be prohibited from any other kind of resale. 7.4 Customer undertakes to immediately assign to us any re- ceivables resulting from a resale of goods initially sold with retention of our title as soon as such receivables ex- ist and to undertake necessary steps to secure such rights (notification of debtor or book entries). We shall be entitled to notify the debtor ourselves. Such receivables will be used to substitute the goods under retention of title as collateral of the equivalent amount. Customer shall on- ly be entitled and authorised to resell such goods if his re- ceivables therefrom immediately accrue to us. 7.5 If Customer resells goods under retention of our title to- gether with goods from other suppliers at a certain total price, Customer purchaser shall assign to us his receivables from such resale in the same amount as stated in our invoice for goods initially sold with retention of title. 7.6 If an assigned receivable is included into a current ac- count, Customer undertakes to immediately assign to us that part of the balance which claim resulting from the sale that is equivalent equal to the invoiced amount of such receivable, including for the final balance from cur- rent account operations, and make the necessary steps to secure such rights. 7.7 Until we give notice of revocation, Customer shall be au- thorised to collect receivables assigned to us. We shall be entitled to such revocation if Customer fails to meet his payment obligations under the business relationship with us in due courseRetained Goods. If any item with respect to which title was retained is only partially owned by us and is sold, the preconditions for exercising a rev- ocation right are fulfilledportion of the proceeds from the sale that pertains to us will be equal to our percentage of ownership in the item sold. The assignment under this clause shall, Customer however, be subject to any restrictions or conditions on assignment in the contracts of the purchaser with its customers. The purchaser shall promptly notify us execute such documents as may be necessary to formalize or otherwise ensure the validity of any assigned receivables with respective debtors, furnish all data required for collection of such receivables, hand over all related documentation and advise the debt- ors of such assignment. We reserve the right to personal- ly advise the debtors of such assignment. 7.8 If 4. We are granting revocable authority to the value purchaser to collect any claims resulting from the further sale of the collateral deposited in our benefit ex- ceeds Retained Goods prior to the amount of secured claims by a total of more than fifty (50) per cent, Customer shall be entitled to xx- xxxx that we insofar release securities of our own choice until the securities amount to less than one-hundred-fifty (150) per-cent purchaser’s full payment of the secured claimsame to us. If requested or required by us, the purchaser shall notify its customer of the assignment of the claim and deliver to us all information and documents required to enforce our rights. 7.9 If we claim 5. The purchaser must notify us without undue delay if the Retained Goods are encumbered or if our rights are adversely affected by third parties in any other way. 6. To the extent that mandatory legal provisions of the Philippines do not allow a retention of titletitle provision within the meaning of Article VI 1-6 of these T&C, this shall only but provides for other forms of security to secure payment claims of sellers, we hereby reserve such rights. The purchaser is obligated to cooperate with us with respect to all actions we may reasonably request to be understood as rescind of undertaken in order to protect our title and other rights with respect to the contract if expressly stated so by us in writing. Customer's right to possess goods under reten- tion of title shall be null and void if he fails to meet his contractual obligationsRetained Goods.

Retention of Title. 7.1 The extended retention of title applies to all deliveries. All delivered goods shall remain our property (until full payment. We must be informed immediately of any seizures or attachments by third parties. The Buyer may also resell our goods sold subject to only under retention of title) . In the event of resale of unpaid goods, the proceeds of the sale shall be assigned to us without further ado to the amount of our invoice. The Buyer undertakes to inform his customer of the assignment at our request. We retain title to the delivery item until receipt of all receivables out payments arising from the business relationship with the Buyer. The retention of this contractual relationship, on whatever legal grounds, have been fully paid up. 7.2 title shall extend to the acknowledged balance insofar as we book claims against the Buyer in current invoices [current account retention]. In case of processingbreach of contract by the Buyer, combining or mixing in particular in case of goods sub- ject to retention default of title with goods of Customerpayment, we shall be entitled to co-ownership take back the goods. Taking back the goods does not constitute a withdrawal from the contract unless we expressly declare this in writing. After taking back the purchased goods, we shall be entitled to dispose of them. The utilization can take place by private sale to third dealers and/or final consumers. In the event of realization, we shall be entitled to grant the third party purchasers a price reduction of up to 70 % compared to the regular list prices. The proceeds of the new property inasmuch as realization shall be credited against the invoiced value Buyer’s liabilities less a lump sum for realization costs of goods sold with retention of title relates to the value 10 % of the other involved goodssales proceeds. Where our co-ownership becomes null and void due The Buyer shall be entitled to pro- cessing, combining or mixing with other goods, Customer undertakes to assign resell the goods in the ordinary course of business as long as he is not in default of payment. The Buyer hereby assigns to us those of his rights of owner- ship all claims in the new property or compound matter which corre- spond to the amount of the final invoice amount agreed with him [including value added tax] which accrue to him from the resale against his customers or third parties, irrespective of whether the purchased goods subject to re- tention of our title and undertake necessary steps to se- cure our rights (e.g. label have been resold without or after processing. Upon request, the goods Buyer shall provide us with our property rights). Customer shall also be responsible for holding such rights in safe custody on our behalf and at his own expense. We shall be entitled to review and undertake - where necessary - such steps ourselves. Any rights to co- ownership created as a result of such processing, com- bining or mixing shall be subject to section 7.1 of these Terms and Conditions. 7.3 Customer may resell, process, combine or mix with other property, or otherwise integrate goods under retention of title in normal business operations, as long as Customer is not defaulting. Customer shall be prohibited from taking any other disposition regarding goods for which we retain title. We shall be promptly notified about any hypotheca- tion or other seizure of goods under retention of title through a third party. All intervention costs will be charged to Customer if and to the extent that they cannot be col- lected from such third party. If Customer grants his buyer additional time for payment detailed list of the sales priceassigned claims, Customer shall reserve title in goods resold with retention of our title under including the same terms which we have applied when deliv- ering such goods with retention of title. Customer shall be prohibited from any other kind of resale. 7.4 Customer undertakes to immediately assign to us any re- ceivables resulting from a resale of goods initially sold with retention of our title as soon as such receivables ex- ist names and to undertake necessary steps to secure such rights (notification of debtor or book entries). We shall be entitled to notify the debtor ourselves. Such receivables will be used to substitute the goods under retention of title as collateral addresses of the equivalent amount. Customer shall on- ly be entitled and authorised to resell such goods if his re- ceivables therefrom immediately accrue to us. 7.5 If Customer resells goods under retention of our title to- gether with goods from other suppliers at a certain total priceBuyers, Customer shall assign to us his receivables from such resale in the same amount as stated in our invoice for goods initially sold with retention of title. 7.6 If an assigned receivable is included into a current ac- count, Customer undertakes to immediately assign to us that part of the balance which is equivalent to the amount of such receivable, including the final balance from cur- rent account operationsclaims and the invoice data, and make shall provide us with all information necessary for the necessary steps to secure such rights. 7.7 Until we give notice of revocation, Customer shall be au- thorised to collect receivables assigned to us. We shall be entitled to such revocation if Customer fails to meet his payment obligations under the business relationship with us in due course. If the preconditions for exercising a rev- ocation right are fulfilled, Customer shall promptly notify us of any assigned receivables with respective debtors, furnish all data required for collection of such receivables, hand over all related documentation and advise the debt- ors of such assignment. We reserve the right to personal- ly advise the debtors of such assignment. 7.8 If the value assertion of the collateral deposited in our benefit ex- ceeds assigned claims and allow us to verify them. Furthermore, the amount of secured claims by a total of more than fifty (50) per cent, Customer shall be entitled Buyer is obliged to xx- xxxx that we insofar release securities of our own choice until disclose the securities amount assignment to less than one-hundred-fifty (150) per-cent of the secured claimhis customers. 7.9 If we claim retention of title, this shall only be understood as rescind of the contract if expressly stated so by us in writing. Customer's right to possess goods under reten- tion of title shall be null and void if he fails to meet his contractual obligations.

Retention of Title. 7.1 All delivered 1. Up to the fulfilment of all outstanding debts (including all balance claims of current account), which we are entitled against the orderers now or in future, we will receive the following securities, which will be released on request depending on our decision, as long as their value exceeds the claims by considerably more than 10%. The goods shall remain our property (goods sold subject to retention ownership until due and complete payment of title) until all receivables out of this contractual relationship, on whatever legal grounds, have been fully paid upthe contractually agreed compensation. 7.2 2. The buyer is entitled to sell or process the goods in the ordinary course of business. Production or modification is always carried out by us as the manufacturer, without our commitment. In the case of processing, combining joining or mixing of goods sub- ject to retention of title with goods of Customer, we shall be entitled to co-ownership commingling of the goods subject to reservation of ownership with other goods, our joint ownership in the new property inasmuch as corporeal thing arises in principle, in the case of processing in the proportion of the value (= gross invoiced value including incidental expenses and taxes) of the goods sold with retention subject to reservation of title relates ownership to the value of the other involved goods. Where our co-The buyer holds the sole ownership becomes null and void due to pro- cessing, combining or mixing with other goods, Customer undertakes to assign to us those of his rights of owner- ship in the new property or compound matter which corre- spond to the amount of the value of goods subject to re- tention of our title and undertake necessary steps to se- cure our rights (e.g. label the goods with our property rights). Customer shall also be responsible for holding such rights joint ownership in safe custody on our behalf for us. Products, which we are entitled to, consequently are designated as reserved products. 3. The buyer shall treat the reserved goods with due care and insure them at his own expense. We shall be entitled to review cost with sufficient coverage for their value as new against damage by fire, water and undertake - where necessary - such steps ourselves. Any rights to co- ownership created as a result of such processing, com- bining or mixing shall be subject to section 7.1 of these Terms and Conditionstheft. 7.3 Customer may resell4. The buyer shall clearly mark the reserved goods as being owned by us and shall not re-move any property markings. 5. The buyer hereby assigns to us all claims against a customer or third parties which accrue to him/her from the resale of the purchased goods. The buyer remains empowered to collect such receivables also after their assignment. Our right to collect such receivables is not affected thereby; however, process, combine or mix with other property, or otherwise integrate goods under retention of title in normal business operations, we undertake not to collect such receivables as long as Customer the customer meets his payment and other commitments in the proper manner. 6. The buyer is not defaulting. Customer shall be prohibited from taking any other disposition regarding goods for which we retain title. We shall be promptly notified about any hypotheca- tion or other seizure of goods under retention of title through a third party. All intervention costs will be charged required on request to Customer if disclose to us the assigned receivables and to the extent that they cannot be col- lected from such third party. If Customer grants his buyer additional time for payment names of the sales pricedebtors, Customer shall reserve title in goods resold with retention of our title under supply all particulars necessary for collection, make available the same terms which we have applied when deliv- ering such goods with retention of title. Customer shall be prohibited from any other kind of resale. 7.4 Customer undertakes to immediately assign to us any re- ceivables resulting from a resale of goods initially sold with retention of our title as soon as such receivables ex- ist and to undertake necessary steps to secure such rights (notification of debtor or book entries). We shall be entitled to notify the debtor ourselves. Such receivables will be used to substitute the goods under retention of title as collateral of the equivalent amount. Customer shall on- ly be entitled and authorised to resell such goods if his re- ceivables therefrom immediately accrue to us. 7.5 If Customer resells goods under retention of our title to- gether with goods from other suppliers at a certain total price, Customer shall assign to us his receivables from such resale in the same amount as stated in our invoice for goods initially sold with retention of title. 7.6 If an assigned receivable is included into a current ac- count, Customer undertakes to immediately assign to us that part of the balance which is equivalent to the amount of such receivable, including the final balance from cur- rent account operationsrecords pertaining thereto, and make the necessary steps to secure such rights. 7.7 Until we give notice of revocation, Customer shall be au- thorised to collect receivables assigned to us. We shall be entitled to such revocation if Customer fails to meet his payment obligations under the business relationship with us in due course. If the preconditions for exercising a rev- ocation right are fulfilled, Customer shall promptly notify us of any assigned receivables with respective debtors, furnish all data required for collection of such receivables, hand over all related documentation and advise the debt- ors of such assignment. We reserve the right to personal- ly advise inform the debtors of such the assignment. 7.8 7. Pledges or security transferences are inadmissible. 8. If third parties claim the value reserved products, the buyer will point to our ownership and inform us immediately. 9. In case of the collateral deposited buyer acting contrary to the contract - in our benefit ex- ceeds the amount particular default of secured claims payment - we are entitled after an adequate extension and in case of non-fulfilment by a total declaration of more than fifty (50) per cent, Customer shall be entitled to xx- xxxx that we insofar release securities of our own choice until the securities amount to less than one-hundred-fifty (150) per-cent of the secured claim. 7.9 If we claim retention of title, this shall only be understood as rescind withdrawal of the contract if expressly stated so by us in writing. Customer's right to possess goods under reten- tion take back the reserved products or to demand cancellation of title shall be null and void if he fails to meet his contractual obligationsthe buyer’s surrendering demands against third parties where appropriate.

Retention of Title. 7.1 1.1 In spite of delivery having been made in accordance with Section 12, no property in, or title to, any Parts delivered by, or on behalf of, Componenta shall pass from Componenta until the Componenta has received payment of the full price (including, without limitation, the amount of any interest which has accrued thereon) of: (a) All delivered Parts the subject of the Agreement; and (b) All other goods shall remain our property (supplied by Componenta to or for the Customer under any other agreement for the sale of goods sold subject to retention of title) until all receivables out of this contractual relationship, on whatever legal grounds, have been fully paid upwhatsoever. 7.2 In case 1.2 Notwithstanding that Parts (or any of processingthem) delivered by Componenta to the Customer remain the property of Componenta, combining the Customer may sell or mixing deal with such Parts strictly in the ordinary course of goods sub- ject to retention the Customer's business, but not otherwise. The Customer shall deal as principal when making such sales or dealings and shall keep the proceeds of title with goods of Customer, we such sale or dealing identified and separate from any other monies. Componenta shall be entitled to co-ownership recover from the Customer the price of any Parts (plus VAT or any other relevant tax) delivered by Componenta notwithstanding that property in and/or title to any of the new property inasmuch as the invoiced value of goods sold with retention of title relates to the value of the other involved goods. Where our co-ownership becomes null and void due to pro- cessing, combining or mixing with other goods, Customer undertakes to assign to us those of his rights of owner- ship in the new property or compound matter which corre- spond to the amount of the value of goods subject to re- tention of our title and undertake necessary steps to se- cure our rights (e.g. label the goods with our property rights). Customer shall also be responsible for holding such rights in safe custody on our behalf and at his own expense. We shall be entitled to review and undertake - where necessary - such steps ourselves. Any rights to co- ownership created as a result of such processing, com- bining or mixing shall be subject to section 7.1 of these Terms and ConditionsParts has not passed from Componenta. 7.3 Customer may resell, process, combine or mix with other property, or otherwise integrate goods under retention of title in normal business operations, as long as Customer is not defaulting. Customer shall be prohibited from taking any other disposition regarding goods for which we retain title. We shall be promptly notified about any hypotheca- tion or other seizure of goods under retention of title through a third party. All intervention costs will be charged to Customer if and to the extent that they cannot be col- lected from such third party. If Customer grants his buyer additional time for payment of the sales price, Customer shall reserve title in goods resold with retention of our title under the same terms which we have applied when deliv- ering such goods with retention of title. Customer shall be prohibited from any other kind of resale. 7.4 Customer undertakes to immediately assign to us any re- ceivables resulting from a resale of goods initially sold with retention of our title as soon as such receivables ex- ist and to undertake necessary steps to secure such rights (notification of debtor or book entries). We shall be entitled to notify the debtor ourselves. Such receivables will be used to substitute the goods under retention of title as collateral of the equivalent amount. Customer shall on- ly be entitled and authorised to resell such goods if his re- ceivables therefrom immediately accrue to us. 7.5 If Customer resells goods under retention of our title to- gether with goods from other suppliers at a certain total price, Customer shall assign to us his receivables from such resale in the same amount as stated in our invoice for goods initially sold with retention of title. 7.6 If an assigned receivable is included into a current ac- count, Customer undertakes to immediately assign to us that part of the balance which is equivalent to the amount of such receivable, including the final balance from cur- rent account operations, and make the necessary steps to secure such rights. 7.7 Until we give notice of revocation, Customer shall be au- thorised to collect receivables assigned to us. We shall be entitled to such revocation if Customer fails to meet his payment obligations under the business relationship with us in due course. If the preconditions for exercising a rev- ocation right are fulfilled, Customer shall promptly notify us of any assigned receivables with respective debtors, furnish all data required for collection of such receivables, hand over all related documentation and advise the debt- ors of such assignment. We reserve the right to personal- ly advise the debtors of such assignment. 7.8 If the value of the collateral deposited in our benefit ex- ceeds the amount of secured claims by a total of more than fifty (50) per cent, Customer shall be entitled to xx- xxxx that we insofar release securities of our own choice until the securities amount to less than one-hundred-fifty (150) per-cent of the secured claim. 7.9 If we claim retention of title, this shall only be understood as rescind of the contract if expressly stated so by us in writing. 1.3 The Customer's right to possess goods under reten- tion possession of title and to sell or deal in the Parts supplied by Componenta shall automatically and immediately terminate if the Customer enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of or over its undertaking or any part thereof, or documents are filed with a court for the appointment of an administrator of the Customer or a resolution is passed or a petition presented to any court for the winding up of the Customer. Componenta may also terminate the Customer's right to possession of and to sell or deal in the Parts by giving written notice of the termination of the same to the Customer. The Customer and Componenta agree that the Customer's right to possession of and to sell or deal in the Parts shall not terminate save as expressly provided in this paragraph 1.3. 1.4 In the event that the Customer's right to possession of any Parts terminates as set out in paragraph 1.3 Componenta shall be null immediately entitled to exercise its right, hereby acknowledged by the Customer, to repossess and void if he fails uplift the Parts and any other goods supplied to meet his contractual obligationsthe Customer and thereafter to resell the same (and retain the proceeds) and for this purpose the Customer grants (and/or shall procure for) Componenta, (its agents, employees, and other personnel) an irrevocable right and licence to enter any premises where the Parts, or any other such goods, are or may be stored with or without vehicles at any time. 1.5 On termination of an Agreement for any reason Componenta's and the Customer's rights contained in this paragraph 1 will remain in effect.

Retention of Title. 7.1 All delivered goods a. The deliverables shall remain our property (goods sold subject to retention of title) until all receivables out of this contractual relationship, on whatever legal grounds, have been fully paid upfor in full. 7.2 In case b. Should the Purchaser contravene the terms of processingthe contract, combining or mixing of goods sub- ject to retention of title especially by being in default with goods of Customerpayment, we shall be entitled to co-ownership repossess the goods after having provided advance written warning of this and set a reasonable deadline, and the new property inasmuch as the invoiced value Purchaser shall be obliged to hand them over. c. Our assertion of goods sold with retention of title relates to the value and garnishment of the other involved goods. Where our co-ownership becomes null and void due to pro- cessingdeliverables shall not be classed as withdrawal from the contract, combining or mixing with other goods, Customer undertakes to assign to us those of his rights of owner- ship in unless the new property or compound matter which corre- spond to the amount provisions of the value of goods subject to re- tention of our title and undertake necessary steps to se- cure our rights (e.g. label the goods with our property rights). Customer shall also be responsible for holding such rights in safe custody on our behalf and at his own expense. We shall be entitled to review and undertake - where necessary - such steps ourselves. Any rights to co- ownership created as a result of such processing, com- bining Consumer Credit Act apply or mixing shall be subject to section 7.1 of these Terms and Conditions. 7.3 Customer may resell, process, combine or mix with other property, or otherwise integrate goods under retention of title in normal business operations, as long as Customer this is not defaulting. Customer shall be prohibited from taking any other disposition regarding goods for which we retain title. We shall be promptly notified about any hypotheca- tion or other seizure of goods under retention of title through a third party. All intervention costs will be charged to Customer if and to the extent that they cannot be col- lected from such third party. If Customer grants his buyer additional time for payment of the sales price, Customer shall reserve title in goods resold with retention of our title under the same terms which we have applied when deliv- ering such goods with retention of title. Customer shall be prohibited from any other kind of resale. 7.4 Customer undertakes to immediately assign to us any re- ceivables resulting from a resale of goods initially sold with retention of our title as soon as such receivables ex- ist and to undertake necessary steps to secure such rights (notification of debtor or book entries). We shall be entitled to notify the debtor ourselves. Such receivables will be used to substitute the goods under retention of title as collateral of the equivalent amount. Customer shall on- ly be entitled and authorised to resell such goods if his re- ceivables therefrom immediately accrue to us. 7.5 If Customer resells goods under retention of our title to- gether with goods from other suppliers at a certain total price, Customer shall assign to us his receivables from such resale in the same amount as stated in our invoice for goods initially sold with retention of title. 7.6 If an assigned receivable is included into a current ac- count, Customer undertakes to immediately assign to us that part of the balance which is equivalent to the amount of such receivable, including the final balance from cur- rent account operations, and make the necessary steps to secure such rights. 7.7 Until we give notice of revocation, Customer shall be au- thorised to collect receivables assigned to us. We shall be entitled to such revocation if Customer fails to meet his payment obligations under the business relationship with us in due course. If the preconditions for exercising a rev- ocation right are fulfilled, Customer shall promptly notify us of any assigned receivables with respective debtors, furnish all data required for collection of such receivables, hand over all related documentation and advise the debt- ors of such assignment. We reserve the right to personal- ly advise the debtors of such assignment. 7.8 If the value of the collateral deposited in our benefit ex- ceeds the amount of secured claims by a total of more than fifty (50) per cent, Customer shall be entitled to xx- xxxx that we insofar release securities of our own choice until the securities amount to less than one-hundred-fifty (150) per-cent of the secured claim. 7.9 If we claim retention of title, this shall only be understood as rescind of the contract if expressly stated so declared by us in writing. Customer's right to possess goods When used against merchants, a juristic person under reten- tion public law or a special fund under public law, the following shall also apply: d. Except in the case of title the granting of rights of use of software products, the Purchaser shall be null entitled to resell the deliverables within the ordinary course of business; however, it hereby already assigns to us all receivables, in the amount of the purchase price (including VAT) agreed between us and void the Purchaser, which the Purchaser accrues from their resale, regardless of whether the deliverables are resold without or after processing. The Purchaser shall have the authority to collect these receivables after their assignment. Our authority to collect receivables ourselves shall remain unaffected by this; however, we undertake not to collect receivables as long as the Purchaser properly fulfils its payment obligations and is not in default with payment. However, if he fails this is the case, we are entitled to meet his contractual obligationsdemand that the Purchaser make known the assigned receivables and their debtors, provide all information necessary for their collection, submit the associated documents and inform the debtors (third parties) of the assignment. e. Any processing or transformation of the goods by the Purchaser shall always be undertaken on our behalf. If deliverables are processed with other items not belonging to us, we shall acquire joint ownership of the new object in the proportion of the value of the deliverables in relation to the other processed items at the time of processing. f. If the deliverables are inseparably combined with other items not belonging to us, we shall acquire joint ownership of the new object in the proportion of the value of the deliverables in relation to the other combined goods. The Purchaser shall hold safe custody of the joint property on our behalf. g. The Purchaser may neither pledge the deliverables nor assign them as security. In the event of garnishments, confiscation or other dispositions by third parties, the Purchaser must inform us of these immediately and provide us with all information and documents that are necessary to safeguard our rights. Enforcement officers or any third party, as the case may be, must be informed of our ownership. h. We undertake to release the securities to which we are entitled at the Purchaser‘s request to the extent that their value exceeds that of the receivables to be secured by them – insofar as these have not yet been settled – by more than 20%.

Retention of Title. 7.1 All (1) We retain title to all delivered goods shall remain our property (goods sold subject to retention of title) products until such time as the Customer has paid all receivables current and future claims arising out of this contractual relationship, the business relationship on whatever what- ever legal grounds, have been fully paid up. 7.2 In case of processing, combining or mixing of goods sub- ject (2) The Customer shall be obliged to treat the products delivered subject to retention of title with goods care and to provide sufficient insurance, to be proven on request. The Customer hereby assigns any claims against its insurance covering any damages. We herewith accept such assignment. (3) Any products subject to retention of Customertitle may not be given in pledge or as se- curity to third parties until the secured receivables are paid in full. The Customer must notify us without undue delay and in writing, if and to the extent that third parties attempt to seize or attach the products that are our property and point out our retention of title in the products to the third parties. In case the Customer is in breach with these obligations he shall be obliged to provide us with all infor- mation necessary in order to assert these rights and to provide the necessary cooperation. Any costs arising insofar shall be borne by the Customer unless we can collect these costs from the third party. (4) Where the Customer is in breach of contract namely in default of payment of the purchase price due, we shall be entitled to rescind the contract in accordance with the statutory provisions and to demand return of the goods by virtue of the retention of title and the rescission. Where the Customer fails to pay the purchase price due, we may only assert these rights after having set a reasonable grace period for the Customer to pay and such deadline has elapsed without pay or where the setting of any such grace period is not required by law. Our dam- ages and costs arising from rescinding the contract, especially shipping costs shall be borne by the Customer. (5) The Customer shall be entitled to on-sell and/or process any products subject to retention of title in the ordinary course of business. Additionally the following provisions shall also apply: (a) The retention of title extends to all products resulting from the processing, in- termingling or joining of our products at their full value, with ourselves being deemed as the producer. Where our products are processed, intermingled or joined with the products of third parties and any such third parties have retained title, we shall acquire co-ownership in proportion to the invoice values of the new property inasmuch processed, intermingled or joined products. In any event, the resulting product shall be subject to the same provisions as the invoiced value of goods sold with retention of title relates to the value of the other involved goods. Where our co-ownership becomes null and void due to pro- cessing, combining or mixing with other goods, Customer undertakes to assign to us those of his rights of owner- ship in the new property or compound matter which corre- spond to the amount of the value of goods products delivered subject to re- tention of our title and undertake necessary steps title. (b) The Customer hereby assigns to se- cure our rights (e.g. label us, by way of security, all claims from the goods resale of the products vis-à-vis third parties in full or to the extent of any co- ownership interest in accordance with our property rightsthe preceding subparagraph lit. a). We hereby accept the assignment. The Customer’s obligations set out in the preced- ing para. (2) shall also apply with regard to the assigned claims. (c) The Customer shall also be responsible for holding such rights in safe custody have the revocable right to collect on our behalf and at his own expensethese claims even after assignment. We shall be entitled hereby undertake to review and undertake - where necessary - such steps ourselves. Any rights to co- ownership created as a result of such processing, com- bining or mixing shall be subject to section 7.1 of these Terms and Conditions. 7.3 Customer may resell, process, combine or mix with other property, or otherwise integrate goods under retention of title in normal business operations, refrain from collecting on any claims as long as Customer is not defaulting. Customer shall be prohibited from taking any other disposition regarding goods for which we retain title. We shall be promptly notified about any hypotheca- tion or other seizure of goods under retention of title through a third party. All intervention costs will be charged to Customer if and to the extent that they cannot be col- lected from such third party. If Customer grants his buyer additional time for payment of the sales price, Customer shall reserve title in goods resold with retention of our title under the same terms which we have applied when deliv- ering such goods with retention of title. Customer shall be prohibited from any other kind of resale. 7.4 Customer undertakes to immediately assign to us any re- ceivables resulting from a resale of goods initially sold with retention of our title as soon as such receivables ex- ist and to undertake necessary steps to secure such rights (notification of debtor or book entries). We shall be entitled to notify the debtor ourselves. Such receivables will be used to substitute the goods under retention of title as collateral of the equivalent amount. Customer shall on- ly be entitled and authorised to resell such goods if his re- ceivables therefrom immediately accrue to us. 7.5 If Customer resells goods under retention of our title to- gether with goods from other suppliers at a certain total price, Customer shall assign to us his receivables from such resale in the same amount as stated in our invoice for goods initially sold with retention of title. 7.6 If an assigned receivable is included into a current ac- count, Customer undertakes to immediately assign to us that part of the balance which is equivalent to the amount of such receivable, including the final balance from cur- rent account operations, and make the necessary steps to secure such rights. 7.7 Until we give notice of revocation, Customer shall be au- thorised to collect receivables assigned to us. We shall be entitled to such revocation if Customer fails to meet meets his payment obligations under in relation to us, does not default in payment, no petition to open insolvency proceedings has been filed, such petition has been reclined and Customer’s ability to perform has not been compromised in any other way. However, should any of the business relationship with above events occur, we may require the Customer to disclose to us in due course. If information on all claims assigned and the preconditions for exercising a rev- ocation right are fulfilled, Customer shall promptly notify us of any assigned receivables with respective debtors, furnish relevant debtors including all data information required for collection collection, to pass on all relevant documents to us and to notify any and all debtors (third parties) of such receivables, hand over all related documentation and advise the debt- ors of such assignment. We reserve the right to personal- ly advise the debtors of such assignment. 7.8 If (6) Where the realizable value of the collateral deposited in security exceeds our benefit ex- ceeds the amount of secured claims by a total of more than fifty (50) per cent10%, Customer shall be we shall, upon Customer’s request, release any security we are entitled to xx- xxxx that we insofar release securities of our own choice until the securities amount to less than one-hundred-fifty (150) per-cent of the secured claimto. 7.9 If we claim retention of title, this shall only be understood as rescind of the contract if expressly stated so by us in writing. Customer's right to possess goods under reten- tion of title shall be null and void if he fails to meet his contractual obligations.

Retention of Title. 7.1 All delivered goods supplied shall remain our property (goods sold subject to retention of titleconditional goods) until the purchaser has fully satisfied all receivables out existing claims and – insofar as the purchaser is a commercial businessman – those arising after conclu- sion of this contractual relationship, on whatever legal grounds, have been fully paid upcontract. This shall also apply in the case of payments made by the purchaser which he has specifically designated as being in settle- ment of specific claims. 7.2 Processing and adaptation of the conditional goods shall take place for us as manufacturer within the meaning of § 950 BGB (German Civil Code), without obligation on our part. Processed and adapted goods shall be regarded as conditional goods pursuant to Art. 7.1. In case of processingthe event that the customer processes, combining adapts, connects or mixing of combines the con- ditional goods sub- ject to retention of title with goods of Customeranother origin to make a new object or a combined object, we shall be entitled have the right to co-ownership in the new or combined object in the ratio of the new property inasmuch as the invoiced invoice value of the conditional goods sold with retention at the time of title relates supply to the value of the other involved processed or com- bined goods. Where our Our share in the co-owned property shall be regarded as conditional goods pursuant to Art. 7.1. 7.3 If the reserved goods are connected to other objects and if one of the objects belonging to the customer is to be regarded as the main object within the meaning of § 947 BGB, it is hereby pre-emptively agreed that co-ownership becomes null and void due in the ratio of the invoice value of the conditional goods to pro- cessing, combining or mixing with other goods, Customer undertakes to assign the main object shall pass to us those of his rights of owner- ship and the purchaser shall keep the object in safe custody for our benefit without charge. Our share in the new co-owned property or compound matter which corre- spond shall be regarded as conditional goods pursuant to Art. 7.1. 7.4 The customer shall keep the amount of the value of conditional goods subject to re- tention of our title and undertake necessary steps to se- cure our rights (e.g. label the goods with our property rights). Customer shall also be responsible for holding such rights in safe custody on our behalf behalf. The customer must, upon request, enable us to conduct an inventory of and sufficiently label the conditional goods at the place of storage at any time. The customer must notify us without delay of any distraint of the property or other encroachment of our rights by third parties stating all details that would put us in a position to defend our rights using all legal means. 7.5 The customer may only dispose of the conditional goods in the course of normal business transactions under his own expense. We shall be entitled to review normal conditions and undertake - where necessary - with the proviso that such steps ourselves. Any rights to co- ownership created as a result of such processing, com- bining or mixing shall be transfer is made subject to section 7.1 of these Terms and Conditions. 7.3 Customer may resell, process, combine or mix with other property, or otherwise integrate goods under a retention of title in normal business operations, as long as Customer is not defaulting. Customer shall be prohibited from taking any other disposition regarding goods for which we retain title. We shall be promptly notified about any hypotheca- tion or other seizure cov- ering the scope of goods under the retention of title through a third partyimposed by us such that the customer's claims arising from the further disposal pursuant to Art. All intervention costs will be charged 7.6 to Customer if and to the extent that they cannot be col- lected from such third party. If Customer grants his buyer additional time for payment of the sales price, Customer shall reserve title in goods resold with retention of our title under the same terms which we have applied when deliv- ering such goods with retention of title. Customer shall be prohibited from any other kind of resale. 7.4 Customer undertakes to immediately assign to us any re- ceivables resulting from a resale of goods initially sold with retention of our title as soon as such receivables ex- ist and to undertake necessary steps to secure such rights (notification of debtor or book entries). We shall be entitled to notify the debtor ourselves. Such receivables will be used to substitute the goods under retention of title as collateral of the equivalent amount. Customer shall on- ly be entitled and authorised to resell such goods if his re- ceivables therefrom immediately accrue 7.8 are passed on to us. 7.5 If Customer resells goods under retention of our title to- gether with goods from other suppliers at a certain total price, Customer shall assign 7.6 The customer hereby pre-emptively assigns to us his receivables the claims arising from such resale a further disposal of the conditional goods, including those arising in the course of contracts for work and contracts for delivery of work and all ancillary rights. They shall serve as security to us in the same amount scope as stated in the conditional goods. The purchaser is only entitled to assign claims to third parties with our invoice for goods initially sold with retention of title. 7.6 If an assigned receivable is included into a current ac- count, Customer undertakes to immediately assign to us that part of the balance which is equivalent to the amount of such receivable, including the final balance from cur- rent account operations, and make the necessary steps to secure such rightsprior written approval. 7.7 Until If the customer disposes of the conditional goods together with goods not supplied by us, the assignment of the claims arising from such dis- posal shall only apply to the extent of the invoice value of our condi- tional goods at the time of supply. In the case of the disposal of goods of which we give notice are co-owners pursuant to Art. 7.2 or 7.3, the assignment of revocationthe claims shall apply to the value of our share of the co-owned property. 7.8 The customer is entitled, Customer shall be au- thorised until such right is withdrawn, to collect receivables assigned claims arising from the disposal pursuant to Art. 7.5 to 7.7. 7.9 In the event that the customer fails to fulfil his obligations arising from this contract or other contracts with us. We , or if circumstances come to our knowledge that reduce his creditworthiness, – we are entitled to prohibit the customer from disposing of or process- ing or adapting the conditional goods as well from combining or con- necting them with other goods; – we are entitled to rescind of the contract; in this event, the purchas- er’s rights of possession of conditional goods terminates and we are entitled to demand surrender of the conditional goods; we shall then be entitled to such revocation if Customer fails access the customer's business premises and to meet his take possession of the conditional goods at the customer's expense and, without prejudice to the customer's obligation to render payment obligations under and other obligations, to liquidate these in the business relationship with us in due course. If best possible way via own sale or by means of an auction; after deduction of the preconditions for exercising a rev- ocation right are fulfilledcosts incurred we shall credit the proceeds of the sale or auction against the customer's payment obligations; we shall pass on any arising surplus to the customer; – the customer must, Customer shall promptly notify upon request, inform us of any the name of the debtor of the claims assigned receivables with respective debtors, furnish to us so that we can disclose the assignment and collect the claim; all data required for collection of such receivables, hand over all related documentation the revenues arising from the assign- ment that we are entitled to shall be forwarded to us immediately upon their receipt if and advise as soon as our claims against the debt- ors of such assignment. We reserve customer are due; – we are entitled to withdraw the right to personal- ly advise the debtors of such assignmentdirect debit authorisation. 7.8 If 7.10 In the event that the value of the collateral deposited in our benefit ex- ceeds security exceeds that of the amount of secured claims by a total of more than fifty (50) per cent10%, Customer shall be entitled we are under an obligation, at the customer's request, to xx- xxxx that we insofar release securities of security, at our own choice until choice, to the securities amount to less than one-hundred-fifty (150) per-cent value of the secured claimsurplus. 7.9 If we claim retention of title, this shall only be understood as rescind of the contract if expressly stated so by us in writing. Customer's right to possess goods under reten- tion of title shall be null and void if he fails to meet his contractual obligations.

Retention of Title. 7.1 All (1) Xxxxxxxx Xxxx GmbH & Co. KG 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. (2) The Buyer shall have the right to dispose of the goods delivered by us within the ordinary course of business. The authority granted hereunder shall remain our property cease in the cases referred to in § 8 (4) above. Moreover, we may withdraw the sales authority of the Buyer through written notice if it shall be in breach of any obligation owed to us and shall in particular be in pay- ment 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 sold 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 pro- cessed 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) until all receivables out , then its is hereby agreed between us and the Buyer that we shall acquire title upon processing of this contractual relationship, on whatever legal grounds, have been fully paid upthe goods and the Buyer shall remain custodian of the goods which shall be free of charge. 7.2 In case (4) If the goods in 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 new goods or the mixed stock. The proportion of processing, combining or mixing title shall follow from the proportion of the invoice value of the goods sub- ject to delivered by us under retention of title with goods of Customer, we shall be entitled to co-ownership of and the new property inasmuch as the invoiced value of goods sold with retention of title relates to the invoice value of the other involved goods. Where our . (5) Goods in which we shall acquire sole or co-ownership becomes null title in accordance with subsection (3) and void due to pro- cessing(4) shall, combining or mixing the same as with other goods, Customer undertakes to assign to us those of his rights of owner- ship in the new property or compound matter which corre- spond regard to the amount of the value of goods subject to re- tention of our title and undertake necessary steps to se- cure our rights (e.g. label the goods with our property rights). Customer shall also be responsible for holding such rights in safe custody on our behalf and at his own expense. We shall be entitled to review and undertake - where necessary - such steps ourselves. Any rights to co- ownership created as a result of such processing, com- bining or mixing shall be subject to section 7.1 of these Terms and Conditions. 7.3 Customer may resell, process, combine or mix with other property, or otherwise integrate goods delivered under retention of title in normal business operationsaccording to subsection (1) above, be regarded as long as Customer is not defaulting. Customer shall be prohibited from taking any other disposition regarding goods for which we retain title. We shall be promptly notified about any hypotheca- tion or other seizure of goods delivered under retention of title through a third party. All intervention costs will be charged to Customer if and to for the extent that they cannot be col- lected from such third party. If Customer grants his buyer additional time for payment purpos- es of the sales price, Customer shall reserve title in following paragraphs. (6) The Buyer hereby assigns to us all claims arising from the resale of the goods resold with retention of our title delivered under the same terms which we have applied when deliv- ering such goods with retention of title. Customer Such claims shall be prohibited from any other kind also include claims against the bank which, within the scope of resale. 7.4 Customer undertakes to immediately assign to us any re- ceivables resulting from such sale, shall have issued or confirmed a resale letter of goods initially sold with retention credit for the benefit of our title as soon as such receivables ex- ist and to undertake necessary steps to secure such rights (notification of debtor or book entriesthe Buyer (= reSeller). We shall be entitled to notify the debtor ourselves. Such receivables will be used to substitute the goods under retention of title as collateral of the equivalent amount. Customer shall on- ly be entitled and authorised to resell hereby accept such goods if his re- ceivables therefrom immediately accrue to us. 7.5 If Customer resells goods under retention of our title to- gether with goods from other suppliers at a certain total price, Customer shall assign to us his receivables from such resale in the same amount as stated in our invoice for goods initially sold with retention of title. 7.6 If an assigned receivable is included into a current ac- count, Customer undertakes to immediately assign to us that part of the balance which is equivalent to the amount of such receivable, including the final balance from cur- rent account operations, and make the necessary steps to secure such rights. 7.7 Until we give notice of revocation, Customer shall be au- thorised to collect receivables assigned to us. We shall be entitled to such revocation if Customer fails to meet his payment obligations under the business relationship with us in due courseassignment. If the preconditions for exercising a rev- ocation right are fulfilled, Customer shall promptly notify us of any assigned receivables with respective debtors, furnish all data required for collection of such receivables, hand over all related documentation and advise the debt- ors of such assignment. We reserve the right to personal- ly advise the debtors of such assignment. 7.8 If the value of the collateral deposited in our benefit ex- ceeds the amount of secured claims by a total of more than fifty (50) per cent, Customer shall be entitled to xx- xxxx that we insofar release securities of our own choice until the securities amount to less than one-hundred-fifty (150) per-cent of the secured claim. 7.9 If we claim retention of title, this shall only be understood as rescind of the contract if expressly stated so by us in writing. Customer's right to possess goods delivered under reten- tion of title shall be null a processed good or a mixed stock, where, in addition to the goods deliv- ered by us, only such goods exist that are either the Buyer’s property or a third party property as a result of a (simple) retention of title, then the Buyer shall assign all of the claim arising from the resale. In the other case, i. e. in the event of a conflict between pre-assignment claims by other suppliers, we shall be entitled to receive any resale proceeds on a pro rata basis which shall be determined in proportion to the invoice value of our goods and void the other processed or mixed goods. (7) Where our claims shall be undoubtedly be secured through the assignment and retention by more than 120 %, 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 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 au- thority to collect, if he fails it shall be in breach of any obligation owed to meet his contractual obligationsus and shall in particular be in payment default or we shall become aware of other incidents that give rise to doubts about its creditworthiness. If the above authority shall cease to exist or be withdrawn by us, then the Buyer shall upon our demand immediately specify to us its debtors in the claims assigned and provide us with all information and documentation necessary for collection. (9) In the event of any third party action against our goods delivered under retention of title or any receivables assigned to us, the Buyer shall notify such party of our property/our right and immediately inform us about such action. The Buyer shall bear the costs of any intervention. (10) If the Buyer shall be in breach of contract, in particular in payment default, then it shall, upon our demand, immediately return to us all 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 enforcement proceedings with regard to the goods delivered under re- tention of title shall not be regarded as a rescission of this agreement. The redelivery of the goods has to be carried out after Xxxxxxxx Xxxx has objected to the default of payment for a second time and has hereby demanded payment. (11) In the cases referred to in § 8 (4) above, we may require the Buyer, to inform us about the claims arising from the resale that have been assigned to us in accordance with § 9 (6) above including its debtors. Following such information, we shall have the right to disclose the assignment as we consider appropriate.

Retention of Title. 7.1 All 1. We reserve the right of ownership of the delivered goods shall remain our property (goods sold subject to retention of title) until all receivables out of this contractual relationship, on whatever legal grounds, claims arising from the delivery relationship have been fully paid upin full. This also applies to all future deliveries, even if we do not always expressly refer to this. 7.2 2. In case the event of processing, combining or mixing conduct on the part of goods sub- ject to retention the purchaser in breach of title with goods of Customercontract, we shall be entitled to co-take back the delivered items and the purchaser shall be obliged to surr ender them. The customer shall bear the costs incurred in this connection. 3. The buyer is obliged to treat the object of sale with care as long as ownership of the new property inasmuch as the invoiced value of goods sold with retention of title relates has not yet been transferred to the value of the other involved goodshim. Where our co-ownership becomes null and void due In particular, he is obliged to pro- cessing, combining or mixing with other goods, Customer undertakes to assign to us those of his rights of owner- ship in the new property or compound matter which corre- spond to the amount of the value of goods subject to re- tention of our title and undertake necessary steps to se- cure our rights (e.g. label insure the goods with our property rights)at his own expe nse against theft, fire and water damage at replacement value. Customer shall also If maintenance and inspection work has to be responsible for holding such rights carried out, the buyer must carry this out in safe custody on our behalf and good time at his own expense. 4. As long as ownership has not yet been transferred, the buyer must inform us immediately in writing if the delivered item is seized or subjected to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO (Code of German Civil Procedure), the buyer shall be liable for the loss incurred by us. 5. The buyer is entitled to resell the reserved goods in the normal course of business. The buyer hereby assigns to us the claims against the buyers arising from the resale of the reserved goods. This assignment shall apply regardless of whether the object of sale has been resold without or after processing. The buyer remains revocably authorised to collect the claim even after the assignment. Our authority to collect the claim ourselves shall remain unaffected thereby. However, we shall not collect the claim as long as the buyer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, has not filed for insolvency or suspended payments. We are to be informed immediately of third party dispositions concerning the reserved goods. 6. The treatment and processing or transformation of the object of sale by the buyer shall always be carried out in our name and on our behalf. In this case, the buyer's expectant right to the object of sale shall continue to apply to the tra nsformed object. If the object of sale is processed with other objects not belonging to us, we shall acquire co -ownership of the new object in the ratio of the objective value of our object of sale to the other processed objects at the time of processing. The same shall apply in the event of mixing. If the mixing is carried out in such a way that the buyer's item is to be regarded as the main item, it shall be entitled deemed agreed that the buyer transfers co -ownership to review us on a pro rata basis and undertake - where necessary - stores the resulting sole ownership or co -ownership for us. In order to secure our claims against the buyer, the buyer also assigns to us such steps ourselves. Any rights claims which accrue to co- ownership created as him against a result third party through the combination of such processing, com- bining or mixing shall be subject to section 7.1 the reserved goods with a piece of these Terms and Conditionsland; we hereby ac cept this assignment. 7.3 Customer may resell, process, combine or mix with other property, or otherwise integrate goods under 7. We undertake to release the securities to which we are entitled at the request of the buyer if their value exceeds the claims to be secured by more than 20 %. 8. If the retention of title in normal business operations, as long as Customer or assignment is not defaulting. Customer shall be prohibited from taking any other disposition regarding effective under the law of t he country in which the goods for which we retain title. We shall be promptly notified about any hypotheca- tion or other seizure of goods under are located, the security closest to the retention of title through a third party. All intervention costs will or assignment in that country shall be charged to Customer if and to the extent that they cannot be col- lected from such third partydeemed agreed. If Customer grants his buyer additional time for payment this requires the cooperation of the sales pricecustomer, Customer the customer shall reserve title in goods resold with retention of our title under the same terms which we have applied when deliv- ering such goods with retention of title. Customer shall be prohibited from any other kind of resale. 7.4 Customer undertakes perform all legal acts necessary to immediately assign to us any re- ceivables resulting from a resale of goods initially sold with retention of our title as soon as such receivables ex- ist establi sh and to undertake necessary steps to secure such rights (notification of debtor or book entries). We shall be entitled to notify the debtor ourselves. Such receivables will be used to substitute the goods under retention of title as collateral of the equivalent amount. Customer shall on- ly be entitled and authorised to resell such goods if his re- ceivables therefrom immediately accrue to us. 7.5 If Customer resells goods under retention of our title to- gether with goods from other suppliers at a certain total price, Customer shall assign to us his receivables from such resale in the same amount as stated in our invoice for goods initially sold with retention of title. 7.6 If an assigned receivable is included into a current ac- count, Customer undertakes to immediately assign to us that part of the balance which is equivalent to the amount of such receivable, including the final balance from cur- rent account operations, and make the necessary steps to secure maintain such rights. 7.7 Until we give notice of revocation, Customer shall be au- thorised to collect receivables assigned to us. We shall be entitled to such revocation if Customer fails to meet his payment obligations under the business relationship with us in due course. If the preconditions for exercising a rev- ocation right are fulfilled, Customer shall promptly notify us of any assigned receivables with respective debtors, furnish all data required for collection of such receivables, hand over all related documentation and advise the debt- ors of such assignment. We reserve the right to personal- ly advise the debtors of such assignment. 7.8 If the value of the collateral deposited in our benefit ex- ceeds the amount of secured claims by a total of more than fifty (50) per cent, Customer shall be entitled to xx- xxxx that we insofar release securities of our own choice until the securities amount to less than one-hundred-fifty (150) per-cent of the secured claim. 7.9 If we claim retention of title, this shall only be understood as rescind of the contract if expressly stated so by us in writing. Customer's right to possess goods under reten- tion of title shall be null and void if he fails to meet his contractual obligations.

Retention of Title. 7.1 All The title to all goods supplied remains with Coveris until all amounts owed to Coveris in connection with the respective contract have been paid by the buyer and all other obligations of the buyer with respect to Coveris resulting from or in connection with the respective contract have been fulfilled. Any processing by the buyer of the delivered goods shall remain our takes place on behalf of Coveris, without resulting in any obligations on Coveris. If the goods delivered are processed together with other goods that are not the property (goods sold subject to retention of title) until all receivables out of this contractual relationshipCoveris, on whatever legal grounds, have been fully paid up. 7.2 In case of processing, combining or mixing of goods sub- ject to retention of title with goods of Customer, we shall be entitled to Coveris acquires co-ownership of the new property inasmuch as the invoiced value of newly produced goods sold with retention of title relates to pro rata the value of the other involved goods. Where our co-ownership becomes null and void due to pro- cessing, combining or mixing with other goods, Customer undertakes to assign to us those of his rights of owner- ship in delivered goods at the new property or compound matter which corre- spond to the amount time of the value of goods subject to re- tention of our title and undertake necessary steps to se- cure our rights (e.g. label the goods with our property rights)processing. Customer shall also be responsible for holding such rights in safe custody on our behalf and at his own expense. We The buyer shall be entitled to review sell the delivered goods in the ordinary course of business. All claims resulting from such sale shall hereby be assigned in advance to Coveris and the buyer shall undertake - where all necessary - such steps ourselves. Any rights to co- ownership created as a result publicity requirements for enforceability of such processing, com- bining or mixing assignment. The buyer shall be subject to section 7.1 of these Terms and Conditions. 7.3 Customer may resell, process, combine or mix not provide Coveris with other property, or otherwise integrate goods under retention of title in normal business operations, as long as Customer is not defaulting. Customer shall be prohibited from taking any other disposition regarding goods for which we retain title. We shall be promptly notified about any hypotheca- tion or other seizure of goods under retention of title through a third party. All intervention costs will be charged to Customer if and to the extent that they cannot be col- lected from such third partywritten customer lists without Coveris' prior written consent. If Customer grants his the buyer additional time for payment of sells any goods co-owned by Coveris, the sales price, Customer assignment shall reserve title apply in goods resold with retention of our title under the same terms which we have applied when deliv- ering such goods with retention of titleextent as the co-ownership. Customer shall be prohibited from any other kind of resale. 7.4 Customer undertakes to immediately assign to us any re- ceivables resulting from a resale of goods initially sold with retention of our title as soon as such receivables ex- ist and to undertake necessary steps to secure such rights (notification of debtor or book entries). We Coveris shall be entitled to notify collect the debtor ourselvesassigned amount. Such receivables will be used The buyer is obliged to substitute appropriately insure at its own expense all goods still owned by Coveris against all common risks, particularly against fire, burglary or water damage, to handle the goods under retention cautiously and store them properly. If the buyer is in arrears with a payment after consideration of title as collateral of the equivalent amount. Customer shall on- ly be entitled and authorised to resell such goods if his re- ceivables therefrom immediately accrue to us. 7.5 If Customer resells goods under retention of our title to- gether with goods from other suppliers at a certain total price10 working-day grace period, Customer shall assign to us his receivables from such resale in the same amount as stated in our invoice for goods initially sold with retention of title. 7.6 If an assigned receivable is included into a current ac- count, Customer undertakes to immediately assign to us that part of the balance which is equivalent to the amount of such receivable, including the final balance from cur- rent account operations, and make the necessary steps to secure such rights. 7.7 Until we give notice of revocation, Customer shall be au- thorised to collect receivables assigned to us. We Coveris shall be entitled to such revocation if Customer fails to meet his payment obligations under the business relationship with us in due course. If the preconditions for exercising a rev- ocation right are fulfilled, Customer shall promptly notify us of any assigned receivables with respective debtors, furnish all data required for collection of such receivables, hand over all related documentation and advise the debt- ors of such assignment. We reserve the right to personal- ly advise the debtors of such assignment. 7.8 If the value demand restitution of the collateral deposited in our benefit ex- ceeds delivered goods or to collect the amount delivered goods and to sell them as is (i.e. including packing) to any third party. One or several of secured claims these actions are not considered as cancellation of the respective orders and do not relieve the buyer from payment of the invoiced amounts. In case the delivered goods are sold by Coveris to a total of more than fifty third party, the buyer declares and guarantees that this will not infringe on any intellectual property rights (50) per cente.g. trademark laws regarding signs, Customer shall be logos and words, etc.), that are imprinted on the respective goods or packaging, whereby the buyer waives any rights the buyer may have against Coveris. Coveris is likewise entitled to xx- xxxx that we insofar release securities cancel at its own discretion the unpaid order without limiting the ability to enforce its rights through or in connection with a breach of our own choice until contract by the securities amount to less than one-hundred-fifty (150) per-cent of the secured claimbuyer, in particular regarding claims for damages. 7.9 If we claim retention of title, this shall only be understood as rescind of the contract if expressly stated so by us in writing. Customer's right to possess goods under reten- tion of title shall be null and void if he fails to meet his contractual obligations.

Retention of Title. 7.1 All 8.1. Until the purchase price plus any default interest and expenses incurred in connection with reminders and collecting of monies as well as other costs have been paid in full, the delivered goods shall remain our the property (of DENTSPLY. The Buyer shall be obliged to provide for adequate insurance coverage for the goods sold subject to retention of title) until all receivables out of this contractual relationship, on whatever legal groundsand to handle them with due care. If any maintenance or inspection should be required, the Buyer shall have been fully paid upthem performed regularly at the Buyer’s expense. 7.2 In case of processing, combining or mixing of 8.2. The Buyer shall be entitled to process and resell goods sub- ject subject to retention of title in the ordinary course of its business. If goods subject to retention of title are processed, joined or combined with goods of Customerother goods, we shall be entitled acquire joint ownership in the relevant new products, namely in respect of processed goods proportionate to co-ownership the value (i.e. the gross invoice value including ancillary costs and taxes) of the goods subject to retention of title compared to the value of the new property inasmuch as product, and in respect of joined or combined goods proportionate to the invoiced value of the goods sold with subject to retention of title relates compared to the value of the other involved goods. 8.3. Where our co-ownership becomes null and void due to pro- cessing, combining or mixing with other goods, Customer undertakes to assign to us those In the event of his rights of owner- ship in the new property or compound matter which corre- spond to the amount of the value a resale of goods subject to re- tention retention of title by the Buyer the Buyer’s claim to the payment of the purchase price shall be deemed to be assigned to DENTSPLY by way of security (extended retention of title). Even after such assignment the Buyer shall be authorized to collect such claims. Our right to collect such claims directly shall not be affected, however, we shall not exercise this right as long as the Buyer duly meets its payment and other obligations. Upon our request the Buyer shall inform us about the assigned claims and the relevant debtors and supply us with all details required for collection and all relevant documents. 8.4. Upon the Buyer’s request DENTSPLY shall release the claims assigned as security to the extent DENTSPLY’s interest in the provision of security ceases to apply. Such interest shall cease to apply insofar as the realisable value of the claims exceeds the cover limit of 110% (one hundred and ten percent) of the secured claims not only temporarily. The cover limit is assumed to have been met if at the time at which a request for release is made, the estimated value of the claims as determined by an appraiser corresponds to 150% (one hundred and fifty percent) of the secured claims. It shall still be permitted to provide evidence that the claims assigned as security have a different realisable value. 8.5. For as long as and to the extent the retention of title applies, the Buyer shall not have the right to pledge the goods or any objects produced from the same without our approval. The conclusion of financing contracts (e.g. leasing) that involve the transfer of our rights under the retention of title and undertake necessary steps to se- cure our rights (e.g. label the goods with our property rights). Customer shall also be responsible for holding such rights in safe custody on our behalf and at his own expense. We shall be entitled to review and undertake - where necessary - such steps ourselves. Any rights to co- ownership created as a result of such processing, com- bining or mixing shall be subject to section 7.1 our prior written approval, unless the financing institution is obliged under the relevant contract to pay the part of these Terms and Conditionsthe purchase price owed to us directly to us. Also, the Buyer shall not be entitled to enter into covenants with its customers that might affect our rights. 7.3 Customer may resell, process, combine or mix with other property, or otherwise integrate goods under 8.6. The Buyer shall make book entries stating the retention of title and shall immediately notify DENTSPLY of any third- party seizures (in normal business operations, as long as Customer is not defaultingparticular attachments) of goods to which title has been retained or of assigned claims. Customer Likewise any assignment of claims of the Buyer to DENTSPLY shall be prohibited from taking any other disposition regarding goods for which we retain title. We documented appropriately (e.g. by way of book entries) and shall upon DENTSPLY’s request be promptly notified about any hypotheca- tion or other seizure of goods under retention of title through a third party. All intervention costs will be charged to Customer if and disclosed to the extent that they cannot be col- lected from Buyer's contract partner at the latest by the time the invoice is issued to such third partycontract partner. 8.7. If Customer grants his buyer additional time for payment In the event the Buyer acts in violation of the sales pricecontract, Customer in particular in case of a default in payment, we shall reserve title in have the right to rescind the contract and recover the goods. For the purpose of recovering the goods resold with retention of our title under the same terms which we have applied when deliv- ering such goods with retention of title. Customer shall be prohibited from any other kind of resaleBuyer herewith expressly and irrevocably grants us permission to freely access its business and storage premises and remove the goods. 7.4 Customer undertakes to immediately assign to 8.8. The Buyer shall reimburse us for any re- ceivables and all damage and costs resulting from a resale of goods initially sold with retention of our title as soon as such receivables ex- ist and to undertake necessary steps to secure such rights (notification of debtor or book entries). We shall be entitled to notify the debtor ourselves. Such receivables will be used to substitute the goods under retention of title as collateral violation of the equivalent amount. Customer shall on- ly be entitled above duties and authorised from any measures required to resell such goods if his re- ceivables therefrom immediately accrue to usprevent third parties from seizing the goods. 7.5 If Customer resells goods under retention of our title to- gether with goods from other suppliers at a certain total price, Customer shall assign to us his receivables from such resale in the same amount as stated in our invoice for goods initially sold with retention of title. 7.6 If an assigned receivable is included into a current ac- count, Customer undertakes to immediately assign to us that part of the balance which is equivalent to the amount of such receivable, including the final balance from cur- rent account operations, and make the necessary steps to secure such rights. 7.7 Until we give notice of revocation, Customer shall be au- thorised to collect receivables assigned to us. We shall be entitled to such revocation if Customer fails to meet his payment obligations under the business relationship with us in due course. If the preconditions for exercising a rev- ocation right are fulfilled, Customer shall promptly notify us of any assigned receivables with respective debtors, furnish all data required for collection of such receivables, hand over all related documentation and advise the debt- ors of such assignment. We reserve the right to personal- ly advise the debtors of such assignment. 7.8 If the value of the collateral deposited in our benefit ex- ceeds the amount of secured claims by a total of more than fifty (50) per cent, Customer shall be entitled to xx- xxxx that we insofar release securities of our own choice until the securities amount to less than one-hundred-fifty (150) per-cent of the secured claim. 7.9 If we claim retention of title, this shall only be understood as rescind of the contract if expressly stated so by us in writing. Customer's right to possess goods under reten- tion of title shall be null and void if he fails to meet his contractual obligations.

Retention of Title. 7.1 All 1. We reserve the right of ownership of the delivered goods shall remain our property (goods sold subject to retention of title) until all receivables out of this contractual relationship, on whatever legal grounds, claims arising from the delivery relationship have been fully paid upin full. This also applies to all future deliveries, even if we do not always expressly refer to this. 7.2 2. In case the event of processing, combining or mixing conduct on the part of goods sub- ject to retention the purchaser in breach of title with goods of Customercontract, we shall be entitled to co-take back the delivered items and the purchaser shall be obliged to surrender them. The customer shall bear the costs incurred in this connection. 3. The buyer is obliged to treat the object of sale with care as long as ownership has not yet been transferred to him. In particular, he is obliged to insure the goods at his own expense against theft, fire and water damage at replacement value. If maintenance and inspection work has to be carried out, the buyer must carry this out in good time at his own expense. 4. As long as ownership has not yet been transferred, the buyer must inform us immediately in writing if the delivered item is seized or subjected to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO (Code of German Civil Procedure), the buyer shall be liable for the loss incurred by us. 5. The buyer is entitled to resell the reserved goods in the normal course of business. The buyer hereby assigns to us the claims against the buyers arising from the resale of the reserved goods. This assignment shall apply regardless of whether the object of sale has been resold without or after processing. The buyer remains revocably authorised to collect the claim even after the assignment. Our authority to collect the claim ourselves shall remain unaffected thereby. However, we shall not collect the claim as long as the buyer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, has not filed for insolvency or suspended payments. We are to be informed immediately of third party dispositions concerning the reserved goods. 6. The treatment and processing or transformation of the object of sale by the buyer shall always be carried out in our name and on our behalf. In this case, the buyer's expectant right to the object of sale shall continue to apply to the transformed object. If the object of sale is processed with other objects not belonging to us, we shall acquire co- ownership of the new property inasmuch object in the ratio of the objective value of our object of sale to the other processed objects at the time of processing. The same shall apply in the event of mixing. If the mixing is carried out in such a way that the buyer's item is to be regarded as the invoiced main item, it shall be deemed agreed that the buyer transfers co- ownership to us on a pro rata basis and stores the resulting sole ownership or co- ownership for us. In order to secure our claims against the buyer, the buyer also assigns to us such claims which accrue to him against a third party through the combination of the reserved goods with a piece of land; we hereby accept this assignment. 7. We undertake to release the securities to which we are entitled at the request of the buyer if their value of goods sold with exceeds the claims to be secured by more than 20 %. 8. If the retention of title relates or assignment is not effective under the law of the country in which the goods are located, the security closest to the value of the other involved goods. Where our co-ownership becomes null and void due to pro- cessing, combining or mixing with other goods, Customer undertakes to assign to us those of his rights of owner- ship in the new property or compound matter which corre- spond to the amount of the value of goods subject to re- tention of our title and undertake necessary steps to se- cure our rights (e.g. label the goods with our property rights). Customer shall also be responsible for holding such rights in safe custody on our behalf and at his own expense. We shall be entitled to review and undertake - where necessary - such steps ourselves. Any rights to co- ownership created as a result of such processing, com- bining or mixing shall be subject to section 7.1 of these Terms and Conditions. 7.3 Customer may resell, process, combine or mix with other property, or otherwise integrate goods under retention of title or assignment in normal business operations, as long as Customer is not defaulting. Customer that country shall be prohibited from taking any other disposition regarding goods for which we retain title. We shall be promptly notified about any hypotheca- tion or other seizure of goods under retention of title through a third party. All intervention costs will be charged to Customer if and to the extent that they cannot be col- lected from such third partydeemed agreed. If Customer grants his buyer additional time for payment this requires the cooperation of the sales pricecustomer, Customer the customer shall reserve title in goods resold with retention of our title under the same terms which we have applied when deliv- ering such goods with retention of title. Customer shall be prohibited from any other kind of resale. 7.4 Customer undertakes perform all legal acts necessary to immediately assign to us any re- ceivables resulting from a resale of goods initially sold with retention of our title as soon as such receivables ex- ist establish and to undertake necessary steps to secure such rights (notification of debtor or book entries). We shall be entitled to notify the debtor ourselves. Such receivables will be used to substitute the goods under retention of title as collateral of the equivalent amount. Customer shall on- ly be entitled and authorised to resell such goods if his re- ceivables therefrom immediately accrue to us. 7.5 If Customer resells goods under retention of our title to- gether with goods from other suppliers at a certain total price, Customer shall assign to us his receivables from such resale in the same amount as stated in our invoice for goods initially sold with retention of title. 7.6 If an assigned receivable is included into a current ac- count, Customer undertakes to immediately assign to us that part of the balance which is equivalent to the amount of such receivable, including the final balance from cur- rent account operations, and make the necessary steps to secure maintain such rights. 7.7 Until we give notice of revocation, Customer shall be au- thorised to collect receivables assigned to us. We shall be entitled to such revocation if Customer fails to meet his payment obligations under the business relationship with us in due course. If the preconditions for exercising a rev- ocation right are fulfilled, Customer shall promptly notify us of any assigned receivables with respective debtors, furnish all data required for collection of such receivables, hand over all related documentation and advise the debt- ors of such assignment. We reserve the right to personal- ly advise the debtors of such assignment. 7.8 If the value of the collateral deposited in our benefit ex- ceeds the amount of secured claims by a total of more than fifty (50) per cent, Customer shall be entitled to xx- xxxx that we insofar release securities of our own choice until the securities amount to less than one-hundred-fifty (150) per-cent of the secured claim. 7.9 If we claim retention of title, this shall only be understood as rescind of the contract if expressly stated so by us in writing. Customer's right to possess goods under reten- tion of title shall be null and void if he fails to meet his contractual obligations.

Retention of Title. 7.1 All 10.1 The delivered goods Product shall remain our property until the full payment of all of our claims against the buyer arising from the current business relation (goods sold subject “Reserved Goods”). If an account current exists in the context of the business relations, we hereby reserve title to retention the delivered Product until receipt of title) until all receivables out of this contractual relationship, on whatever legal grounds, have been fully paid uppayments against recognized balances. 7.2 In case 10.2 The buyer shall only be authorized to dispose of processingthe Reserved Goods in ordinary business transactions, combining 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 mixing on other legal grounds pertaining to the Reserved Goods. The buyer shall remain entitled to collect such claims after such assignment. Our authorization to collect the claims ourselves shall not be affected thereby. We shall not collect the claims as long and insofar as the buyer meets its payment obligations, insolvency or similar proceedings have not been instituted, and no suspension of goods sub- ject payments is in force. The buyer shall immediately notify us in writing if one of these events occurs. Upon our request the buyer shall disclose the assignment to retention the debtors and provide us with the information, and hand over to us the records necessary to assert our rights. 10.4 After rescission of title with goods the contract, and irrespective of Customerour other rights, 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 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 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 inseparably mixed or combined with such external items, we shall acquire co-ownership of the new property inasmuch as the invoiced value of goods sold with retention of title relates item in proportion to the value of the other involved goodsReserved Goods in relation to the external items. Where our 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 becomes null and void due to pro- cessing, combining or mixing with other goods, Customer undertakes to assign to us those of his rights of owner- ship in the new property or compound matter which corre- spond to the amount of the value of goods subject to re- tention of our title and undertake necessary steps to se- cure our rights (e.g. label the goods with our property rights). Customer shall also be responsible for holding such rights in safe custody on our behalf and at his own expense. We shall be entitled to review and undertake - where necessary - such steps ourselves. Any rights to co- ownership created as a result of such processing, com- bining or mixing shall be subject to section 7.1 of these Terms and Conditions. 7.3 Customer may resell, process, combine or mix with other property, or otherwise integrate goods under retention of title in normal business operations, as long as Customer is not defaulting. Customer shall be prohibited from taking any other disposition regarding goods for which we retain title. We shall be promptly notified about any hypotheca- tion or other seizure of goods under retention of title through a third party. All intervention costs will be charged to Customer if and to the extent that they cannot be col- lected from such third party. If Customer grants his buyer additional time for payment of the sales price, Customer shall reserve title in goods resold with retention of our title under the same terms which we have applied when deliv- ering such goods with retention of title. Customer shall be prohibited from any other kind of resale. 7.4 Customer undertakes to immediately assign to us any re- ceivables resulting from a resale of goods initially sold with retention of our title as soon as such receivables ex- ist and to undertake necessary steps to secure such rights (notification of debtor or book entries). We shall be entitled to notify the debtor ourselves. Such receivables will be used to substitute the goods under retention of title as collateral of the equivalent amount. Customer shall on- ly be entitled and authorised to resell such goods if his re- ceivables therefrom immediately accrue to us. 7.5 If Customer resells goods under 10.7 If, in the event of sales to foreign countries, the retention of our title to- gether agreed in this Clause 10 requires further action to be taken to make it effective (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 goods from other suppliers at a certain total price, Customer shall assign to us his receivables from such resale in the same amount effect as stated in German law but other surety rights exist in favour of the seller , we shall be authorized to exercise all such rights. The buyer shall co-operate with such measures as we may wish to take to protect our invoice for goods initially sold with retention rights of title or any other right to the Reserved Goods in substitution of our said rights of title. 7.6 If an assigned receivable is included into a current ac- count, Customer undertakes to immediately assign to us that part of the balance which is equivalent to the amount of such receivable, including the final balance from cur- rent account operations, and make the necessary steps to secure such rights. 7.7 Until we give notice of revocation, Customer shall be au- thorised to collect receivables assigned to us. We shall be entitled to such revocation if Customer fails to meet his payment obligations under the business relationship with us in due course. If the preconditions for exercising a rev- ocation right are fulfilled, Customer shall promptly notify us of any assigned receivables with respective debtors, furnish all data required for collection of such receivables, hand over all related documentation and advise the debt- ors of such assignment. We reserve the right to personal- ly advise the debtors of such assignment. 7.8 If the value of the collateral deposited in our benefit ex- ceeds the amount of secured claims by a total of more than fifty (50) per cent, Customer shall be entitled to xx- xxxx that we insofar release securities of our own choice until the securities amount to less than one-hundred-fifty (150) per-cent of the secured claim. 7.9 If we claim retention of title, this shall only be understood as rescind of the contract if expressly stated so by us in writing. Customer's right to possess goods under reten- tion of title shall be null and void if he fails to meet his contractual obligations.

Retention of Title. 7.1 All a) We retain ownership of all goods delivered and sold until all claims against the Customer arising from the business relationship (including collection costs and interest) have been settled. This also applies to future claims and also if individual claims have been included by us in current invoices and the balance has been drawn and acknowledged. b) If the Customer acts in breach of contract, in particular in case of default of payment or other endangerment of our payment claim due to lack of ability to pay on the part of the Customer, we are entitled to withdraw from the contract and take back the goods shall remain our property (goods sold subject to retention of title) until all receivables out ; the Customer is then obliged to surrender the goods. After taking back the goods, we are entitled to utilise them. The proceeds of this contractual relationshipthe sale shall be credited against the Customer's liabilities, on whatever legal grounds, have been fully paid updeducting reasonable costs of sale. 7.2 In case c) The Customer is revocably entitled to resell the goods in the ordinary course of processingbusiness. It is hereby agreed with the Customer that all his claims against the buyer arising from the sale or transfer, combining in particular the claim for payment of the purchase price, are hereby assigned to us. We accept the assignment herewith. The buyer is revocably authorised to collect this claim for us. We undertake not to collect the claim as long as the buyer meets his payment obligations to us and is not in default of payment. However, if this is the case, we may revoke the resale and/or collection authorisation and demand that the buyer discloses the claims assigned to us and their debtors. We can moreover demand that the buyer provides all information necessary for collection, hands over the relevant documents and informs the third- party debtors of the assignment so that a direct payment can be made to us. d) The goods may not be pledged or mixing of transferred for security without our written consent until full payment has been made. Processed goods sub- ject are regarded as subject to the retention of title title. If the goods are inseparably combined or mixed with goods of Customerother objects not owned by us, we shall be entitled to considered the manufacturers and therefore acquire co-ownership of the new property inasmuch as the invoiced value item. The portion of goods sold with retention of title relates to the value of the other involved goods. Where our co-ownership becomes null shall depend on the proportion between the invoice value of the delivered goods and void due the other combined or mixed objects at the time of combination or mixing. The entitlement of the buyer to pro- cessingprocess or sell the goods subject to retention of title ends with the buyer's cessation of payments or if insolvency proceedings have been filed against the buyer's assets. In this case, combining the buyer is obliged to return the unprocessed goods upon first request. The demand for the surrender of the goods does not constitute withdrawal from the purchase contract. e) Upon request, we will declare the release of rights or mixing with other goodsclaims transferred to us, Customer undertakes to assign to us those of his rights of owner- ship in provided that the new property liabilities have been fulfilled or compound matter which corre- spond to their value exceeds the amount of the value secured claims by more than 50%. f) If the Customer is entitled to claims against insurers or other third parties due to damage, reduction, loss or destruction of goods subject to re- tention of our title and undertake necessary steps to se- cure our rights (e.g. label the goods with our property rights). Customer shall also be responsible for holding such rights in safe custody on our behalf and at his own expense. We shall be entitled to review and undertake - where necessary - such steps ourselves. Any rights to co- ownership created as a result of such processing, com- bining or mixing shall be subject to section 7.1 of these Terms and Conditions. 7.3 Customer may resell, process, combine or mix with other property, or otherwise integrate goods under retention of title or for other reasons, he hereby assigns these claims with all ancillary rights to us in normal business operations, as long as Customer is not defaulting. Customer shall be prohibited from taking any other disposition regarding goods for which we retain titleadvance. We shall be promptly notified about any hypotheca- tion or other seizure of goods under hereby accept the assignment in advance. g) If the retention of title through a third party. All intervention costs will be charged to Customer if and or its specific forms specified here are not effective according to the extent that they cannot be col- lected from such third party. If Customer grants his buyer additional time for payment of the sales price, Customer shall reserve title in law where goods resold with retention of our title under the same terms which we have applied when deliv- ering such goods with retention of title. Customer shall be prohibited from any other kind of resale. 7.4 Customer undertakes subject to immediately assign to us any re- ceivables resulting from a resale of goods initially sold with retention of our title as soon as such receivables ex- ist and to undertake necessary steps to secure such rights (notification of debtor or book entries). We shall be entitled to notify the debtor ourselves. Such receivables will be used to substitute the goods under retention of title as collateral are located, a corresponding security in this area is deemed to be agreed on, including any necessary obligation of the equivalent amount. Customer shall on- ly be entitled and authorised buyer to resell such goods if his re- ceivables therefrom immediately accrue to uscooperate. 7.5 If Customer resells goods under retention of our title to- gether with goods from other suppliers at a certain total price, Customer shall assign to us his receivables from such resale in the same amount as stated in our invoice for goods initially sold with retention of title. 7.6 If an assigned receivable is included into a current ac- count, Customer undertakes to immediately assign to us that part of the balance which is equivalent to the amount of such receivable, including the final balance from cur- rent account operations, and make the necessary steps to secure such rights. 7.7 Until we give notice of revocation, Customer shall be au- thorised to collect receivables assigned to us. We shall be entitled to such revocation if Customer fails to meet his payment obligations under the business relationship with us in due course. If the preconditions for exercising a rev- ocation right are fulfilled, Customer shall promptly notify us of any assigned receivables with respective debtors, furnish all data required for collection of such receivables, hand over all related documentation and advise the debt- ors of such assignment. We reserve the right to personal- ly advise the debtors of such assignment. 7.8 If the value of the collateral deposited in our benefit ex- ceeds the amount of secured claims by a total of more than fifty (50) per cent, Customer shall be entitled to xx- xxxx that we insofar release securities of our own choice until the securities amount to less than one-hundred-fifty (150) per-cent of the secured claim. 7.9 If we claim retention of title, this shall only be understood as rescind of the contract if expressly stated so by us in writing. Customer's right to possess goods under reten- tion of title shall be null and void if he fails to meet his contractual obligations.

Retention of Title. 7.1 All 9.1 The delivered goods shall remain our property (until full payment of all claims arising from the business relationship with the customer. 9.2 Any processing or treatment of the goods sold subject to retention of title) until all receivables title shall be carried out by the customer on our behalf without any obligations arising therefrom for us. In the event of this contractual relationship, on whatever legal grounds, have been fully paid up. 7.2 In case of processing, combining or mixing of goods sub- ject to retention of title processing with goods of Customerother items not owned by us by the customer, we shall be entitled to co-ownership of the new property inasmuch as item in the invoiced value ratio of goods sold with retention of title relates to the value of the reserved goods to the other involved goodsprocessed goods at the time of processing. Where If our claims are over-secured by more than 20%, we undertake to release them accordingly. 9.3 The customer shall be entitled to resell the goods subject to retention of title within the scope of its normal business operations. He shall not be permitted to pledge or assign the goods as security. Interventions in our rights by third parties, in particular seizures, must be notified to us immediately in writing. The costs of intervention measures including legal disputes shall be borne by the customer unless they are to be paid by the intervening party. 9.4 The customer hereby assigns to us by way of security the customer‘s claims against third parties arising from the resale of goods subject to retention of title in their entirety or in the amount of our co-ownership becomes null and void due share, if any, in accordance with the foregoing Section 9.2. The same shall apply to pro- cessing, combining other claims which take the place of our goods or mixing with other otherwise arise in respect of the goods, Customer undertakes to assign to us those of his rights of owner- ship such as insurance claims or claims in tort in the new property event of loss or compound matter which corre- spond destruction. We accept this assignment. The customer is revocably entitled to collect the amount claims as long as he fulfills his obligations from the contractual relationship with us. At our request, the customer shall provide the information on the assigned claims required for collection and notify the debtors of the value of goods subject assignment without delay. 9.5 The customer shall insure the delivery item at its own expense with the proviso that we are entitled to re- tention of our title and undertake necessary steps to se- cure our rights (e.g. label under the goods insurance policies. If the customer does not comply with our property rights). Customer shall also be responsible for holding such rights in safe custody on our behalf and at his own expense. We this obligation despite being requested to do so or if he does not provide evidence that insurance has been taken out, we shall be entitled to review and undertake - where necessary - such steps ourselvestake out the insurance at the customer‘s expense. Any rights Proof of the conclusion of the insurance can be demanded from the time of handover. 9.6 If the customer defaults on payment or if the suspicion arises, based on facts, that the customer is in significant breach of its obligations under these business relations despite a warning, we may take possession of the goods delivered under reservation of title without this constituting a withdrawal from the contract. The customer irrevocably agrees to co- ownership created as a result the collection of such processing, com- bining or mixing shall be the goods by our representatives. For the time the goods subject to section 7.1 of these Terms and Conditions. 7.3 Customer may resell, process, combine or mix with other property, or otherwise integrate goods under retention of title in normal business operationsare stored with us, as long as Customer is not defaulting. Customer shall be prohibited from taking any other disposition regarding goods for which we retain title. We shall be promptly notified about any hypotheca- tion or other seizure of goods under retention of title through a third party. All intervention costs will be charged to Customer if and to the extent that they cannot be col- lected from such third party. If Customer grants his buyer additional time for payment of the sales price, Customer shall reserve title in goods resold with retention of our title under the same terms which we have applied when deliv- ering such goods with retention of title. Customer shall be prohibited from any other kind of resale. 7.4 Customer undertakes to immediately assign to us any re- ceivables resulting from a resale of goods initially sold with retention of our title as soon as such receivables ex- ist and to undertake necessary steps to secure such rights (notification of debtor or book entries). We shall be entitled to notify the debtor ourselves. Such receivables will be used to substitute the goods under retention of title as collateral of the equivalent amount. Customer shall on- ly be entitled and authorised to resell such goods if his re- ceivables therefrom immediately accrue to us. 7.5 If Customer resells goods under retention of our title to- gether with goods from other suppliers at a certain total price, Customer shall assign to us his receivables from such resale in the same amount as stated in our invoice for goods initially sold with retention of title. 7.6 If an assigned receivable is included into a current ac- count, Customer undertakes to immediately assign to us that part of the balance which is equivalent to the amount of such receivable, including the final balance from cur- rent account operations, and make the necessary steps to secure such rights. 7.7 Until we give notice of revocation, Customer shall be au- thorised to collect receivables assigned to us. We shall be entitled to such revocation if Customer fails to meet his payment obligations under the business relationship with us in due course. If the preconditions for exercising a rev- ocation right are fulfilled, Customer shall promptly notify us of any assigned receivables with respective debtors, furnish all data required for collection of such receivables, hand over all related documentation and advise the debt- ors of such assignment. We reserve the right to personal- ly advise the debtors of such assignment. 7.8 If the value of the collateral deposited in our benefit ex- ceeds the amount of secured claims by a total of more than fifty (50) per cent, Customer shall be entitled to xx- xxxx that we insofar release securities of our own choice until the securities amount to less than one-hundred-fifty (150) per-cent of the secured claim. 7.9 If we claim retention of title, this shall only be understood as rescind liable for intent and gross negligence. We are entitled to payment of the contract if expressly stated so by us in writing. Customer's right to possess goods under reten- tion of title shall be null and void if he fails to meet his contractual obligationsreasonable storage charges.

Retention of Title. 7.1 All delivered 1. The goods shall remain our property (until payment is received in full. 2. If goods sold to which we retain title are processed, mixed or combined with materials owned by the cli- ent, it is agreed that doing so shall not invalidate our ownership of the goods. The resulting product will be under joint ownership, proportional to each party's contributions to the resulting product. The client even now assigns us its resulting co-ownership share as security for our remaining purchase-price claim, and grants us full preferential rights, authorising us to privately sell the item as a whole. The client shall take appropriate steps to ensure the efficacy of these security precautions and shall notify the third party of these precautions where necessary for the legally valid conclusion of an agreement The client shall store the new goods or the new object for us free of charge. 3. The client is entitled to resell goods delivered under retention of title. The client itself is obliged to retain title when delivering to its own clients, Even now, the client assigns all receivables to us which may accrue to it from any re-sale of the item to a third party, regardless of whether the goods subject to retention of title) until all receivables out of this contractual relationship, on whatever legal grounds, title are sold to one or more clients and whether or not they have been fully paid uppro- cessed, mixed or combined with other materials. The client shall notify the third party thereof and shall make suitable arrangements for the effectiveness of these safeguards; furthermore, the client is obligated to name their buyers of the goods in writing upon request. 7.2 In case of processing, combining or mixing of goods sub- ject to retention of title with goods of Customer, we shall be entitled to co-ownership of the new property inasmuch as the invoiced value of goods sold with retention of title relates to the value of the other involved goods. Where our co-ownership becomes null and void due to pro- cessing, combining or mixing with other goods, Customer undertakes to assign to us those of his rights of owner- ship in the new property or compound matter which corre- spond to the amount of the value of goods subject to re- tention of our title and undertake necessary steps to se- cure our rights (e.g. label the goods with our property rights). Customer shall also be responsible for holding such rights in safe custody on our behalf and at his own expense. We shall be entitled to review and undertake - where necessary - such steps ourselves. Any rights to co- ownership created as a result of such processing, com- bining or mixing shall be subject to section 7.1 of these Terms and Conditions. 7.3 Customer may resell, process, combine or mix with other property, or otherwise integrate goods under retention of title in normal business operations, as long as Customer is not defaulting. Customer shall be prohibited from taking any other disposition regarding goods for which we retain title. We shall be promptly notified about any hypotheca- tion or other seizure of goods under retention of title through a third party. All intervention costs will be charged to Customer if and to the extent that they cannot be col- lected from such third party. If Customer grants his buyer additional time for payment of the sales price, Customer shall reserve title in goods resold with retention of our title under the same terms which we have applied when deliv- ering such goods with retention of title. Customer shall be prohibited from any other kind of resale. 7.4 Customer undertakes to immediately assign to us any re- ceivables resulting from a resale of goods initially sold with retention of our title as soon as such receivables ex- ist and to undertake necessary steps to secure such rights (notification of debtor or book entries). We shall be entitled to notify the debtor ourselves. Such receivables will be used to substitute the goods under retention of title as collateral of the equivalent amount. Customer shall on- ly be entitled and authorised to resell such goods if his re- ceivables therefrom immediately accrue to us. 7.5 If Customer resells goods under retention of our title to- gether with goods from other suppliers at a certain total price, Customer shall assign to us his receivables from such resale in the same amount as stated in our invoice for goods initially sold with retention of title. 7.6 If an assigned receivable is included into a current ac- count, Customer undertakes to immediately assign to us that part of the balance which is equivalent to the amount of such receivable, including the final balance from cur- rent account operations, and make the necessary steps to secure such rights. 7.7 Until we give notice of revocation, Customer shall be au- thorised to collect receivables assigned to us. We shall be entitled to such revocation if Customer fails to meet his payment obligations under the business relationship with us in due course4. If the preconditions for exercising legal system in whose jurisdiction the goods are located and whose statutes are applicable does not permit a rev- ocation right are fulfilled, Customer shall promptly notify us of any assigned receivables with respective debtors, furnish all data required for collection of such receivables, hand over all related documentation and advise the debt- ors of such assignment. We reserve the right to personal- ly advise the debtors of such assignment. 7.8 If the value of the collateral deposited in our benefit ex- ceeds the amount of secured claims by a total of more than fifty (50) per cent, Customer shall be entitled to xx- xxxx that we insofar release securities of our own choice until the securities amount to less than one-hundred-fifty (150) per-cent of the secured claim. 7.9 If we claim retention of title, this but if the legal system permits the reservation of other rights to the claimed goods, in particular the assignment of claims, then we are entitled to exercise these rights at our discretion and without limitation. The client shall only ensure that these safeguards are agreed upon effectively. 5. The client is not entitled to take any other actions regarding the reserved goods, in particular the transfer of ownership or pledging. 6. The client is obliged to properly and professional store goods owned by us, handle them with care and to keep them separate from their goods or those belonging to other owners; the client is further obligated to insure them at the client's expense against fire, water and theft at replacement value and to register the corresponding insurance contracts on our behalf. 7. In accordance with EU directives, any prohibitions of assignment will not be understood as rescind of the contract if expressly stated so by us in writing. Customer's right to possess goods under reten- tion of title shall be null and void if he fails to meet his contractual obligationsaccepted.

Retention of Title. 7.1 All 1. Any goods delivered goods shall remain our sole and exclusive property until full payment of all outstanding amounts resulting from the business relationship with the customer has been received. If the customer makes payment by means of “Check-Bill (goods sold subject to retention of title) until all receivables out of this contractual relationshipExchange)” (“Xxxxxx-Xxxxxxx- Geschäft”), on whatever legal grounds, have been fully paid up. 7.2 In case of processing, combining or mixing of goods sub- ject to the retention of title with goods shall continue in effect even after a discharge of Customer, we the customer’s cheque until such time that the bill (of exchange) has been returned or declared invalid or until any recourse to the endorser is foreclosed. 2. The customer shall be entitled to coresell the goods for which title has been retained (hereinafter referred to as the “privileged goods”) only in the ordinary course of business. The customer is not allowed to pledge or assign the privileged goods or to dispose of them in any way which might violate or dishonour our ownership in the property. The customer herewith assigns to us any and all future receivables he will obtain vis-ownership à-vis third parties from the sale of the new property inasmuch privileged goods and we accept such assignment. The customer shall have the revocable right to collect, in his own name, the receivables assigned, but he shall account to us for it and hold the receivables as our fiduciary agent only. The authority to sell the invoiced value privileged goods and to collect and hold the receivables is revocable if and when the customer is late with the payment of any monies due to us. 3. If the privileged goods sold are reshaped or processed, it happens on our behalf and we shall be deemed to be the producer. Irrespective of the foregoing, this shall not constitute any obligations on our part. If our (co-) ownership is discharged by means of combining or blending the privileged goods with others, then it is agreed that we, together with the customer, shall become (co-)owner of the goods produced at a proportionate level (based on the invoice value). 4. The customer is obligated to keep the retained goods properly stored for as long as title is retained by us. 5. In the case of the customer breaching the contract particularly if monies are overdue we are entitled to rescind the contract and, notwithstanding our other rights, demand the return of the goods. 6. If we are to deliver our goods to other jurisdictions where the above retention of title relates provisions do not provide the same level of security as in the Federal Republic of Germany then the customer shall explore the legal situation and to employ all means to provide us with equivalent security forthwith. If according to applicable local laws an effective protection or enforcement of our ownership would need a registration, filing or publication of our rights, then the customer shall co-operate with us in every respect and arrange for such filing, publication or registration in our favour. 7. Upon the customer’s demand we are obligated to release any part of the collateral referred to above if the realisation value of such collateral held in our favour exceeds the value of the other involved goods. Where our co-ownership becomes null and void due to pro- cessing, combining or mixing with other goods, Customer undertakes to assign to us those of his rights of owner- ship in the new property or compound matter which corre- spond to the total amount of the value of goods subject to re- tention of our title and undertake necessary steps to se- cure our rights (e.g. label the goods with our property rights). Customer shall also be responsible for holding such rights in safe custody on our behalf and at his own expense. We shall be entitled to review and undertake - where necessary - such steps ourselves. Any rights to co- ownership created as a result of such processing, com- bining or mixing shall be subject to section 7.1 of these Terms and Conditions. 7.3 Customer may resell, process, combine or mix with other property, or otherwise integrate goods under retention of title in normal business operations, as long as Customer is not defaulting. Customer shall be prohibited from taking any other disposition regarding goods for which we retain title. We shall be promptly notified about any hypotheca- tion or other seizure of goods under retention of title through a third party. All intervention costs will be charged to Customer if and to the extent that they cannot be col- lected from such third party. If Customer grants his buyer additional time for payment of the sales price, Customer shall reserve title in goods resold with retention of our title under the same terms which we have applied when deliv- ering such goods with retention of title. Customer shall be prohibited from any other kind of resale. 7.4 Customer undertakes to immediately assign to us any re- ceivables resulting from a resale of goods initially sold with retention of our title as soon as such receivables ex- ist and to undertake necessary steps to secure such rights (notification of debtor or book entries). We shall be entitled to notify the debtor ourselves. Such receivables will be used to substitute the goods under retention of title as collateral of the equivalent amount. Customer shall on- ly be entitled and authorised to resell such goods if his re- ceivables therefrom immediately accrue to us. 7.5 If Customer resells goods under retention of our title to- gether with goods from other suppliers at a certain total price, Customer shall assign to us his receivables from such resale in the same amount as stated in our invoice for goods initially sold with retention of title. 7.6 If an assigned receivable is included into a current ac- count, Customer undertakes to immediately assign to us that part of the balance which is equivalent to the amount of such receivable, including the final balance from cur- rent account operations, and make the necessary steps to secure such rights. 7.7 Until we give notice of revocation, Customer shall be au- thorised to collect receivables assigned to us. We shall be entitled to such revocation if Customer fails to meet his payment obligations under the business relationship with us in due course. If the preconditions for exercising a rev- ocation right are fulfilled, Customer shall promptly notify us of any assigned receivables with respective debtors, furnish all data required for collection of such receivables, hand over all related documentation and advise the debt- ors of such assignment. We reserve the right to personal- ly advise the debtors of such assignment. 7.8 If the value of the collateral deposited in our benefit ex- ceeds the amount of secured claims by a total of more than fifty (50) per cent, Customer shall be entitled to xx- xxxx that we insofar release securities of our own choice until the securities amount to less than one-hundred-fifty (150) per-cent of the secured claim20%. 7.9 If we claim retention of title, this shall only be understood as rescind of 8. Upon our written demand the contract if expressly stated so customer is obligated to obtain and maintain an insurance policy adequately protecting the privileged goods against all risks typically covered by us in writing. Customer's right to possess goods under reten- tion of title shall be null and void if he fails to meet his contractual obligationsproperty insurance.

Retention of Title. 7.1 All 9.1 The delivered goods shall remain our property (until full payment of all claims arising from the business relationship with the customer. 9.2 Any processing or treatment of the goods sold subject to retention of title) until all receivables title shall be carried out by the customer on our behalf without any obligations arising therefrom for us. In the event of this contractual relationship, on whatever legal grounds, have been fully paid up. 7.2 In case of processing, combining or mixing of goods sub- ject to retention of title processing with goods of Customerother items not owned by us by the customer, we shall be entitled to co-ownership of the new property inasmuch as item in the invoiced value ratio of goods sold with retention of title relates to the value of the reserved goods to the other involved goodsprocessed goods at the time of processing. Where If our claims are over-secured by more than 20%, we undertake to release them accordingly. 9.3 The customer shall be entitled to resell the goods subject to retention of title within the scope of its normal business operations. He shall not be permitted to pledge or assign the goods as security. Interventions in our rights by third parties, in particular seizures, must be notified to us immediately in writing. The costs of intervention measures including legal disputes shall be borne by the customer unless they are to be paid by the intervening party. 9.4 The customer hereby assigns to us by way of security the customer‘s claims against third parties arising from the resale of goods subject to retention of title in their entirety or in the amount of our co-ownership becomes null and void due share, if any, in accordance with the foregoing Section 9.2. The same shall apply to pro- cessing, combining other claims which take the place of our goods or mixing with other otherwise arise in respect of the goods, Customer undertakes to assign to us those of his rights of owner- ship such as insurance claims or claims in tort in the new property event of loss or compound matter which corre- spond destruction. We accept this assignment. The customer is revocably entitled to collect the amount claims as long as he fulfills his obligations from the contractual relationship with us. At our request, the customer shall provide the information on the assigned claims required for collection and notify the debtors of the value of goods subject assignment without delay. 9.5 The customer shall insure the delivery item at its own expense with the proviso that we are entitled to re- tention of our title and undertake necessary steps to se- cure our rights (e.g. label under the goods insurance policies. If the customer does not comply with our property rights). Customer shall also be responsible for holding such rights in safe custody on our behalf and at his own expense. We this obligation de- spite being requested to do so or if he does not provide evidence that insurance has been taken out, we shall be entitled to review and undertake - where necessary - such steps ourselvestake out the insurance at the customer‘s expense. Any rights Proof of the conclu- sion of the insurance can be demanded from the time of handover. 9.6 If the customer defaults on payment or if the suspicion arises, based on facts, that the customer is in significant breach of its obligations under these business relations despite a warning, we may take possession of the goods delivered under reservation of title without this constituting a withdrawal from the contract. The customer irrevocably agrees to co- ownership created as a result the collection of such processing, com- bining or mixing shall be the goods by our representatives. For the time the goods subject to section 7.1 of these Terms and Conditions. 7.3 Customer may resell, process, combine or mix with other property, or otherwise integrate goods under retention of title in normal business operationsare stored with us, as long as Customer is not defaulting. Customer shall be prohibited from taking any other disposition regarding goods for which we retain title. We shall be promptly notified about any hypotheca- tion or other seizure of goods under retention of title through a third party. All intervention costs will be charged to Customer if and to the extent that they cannot be col- lected from such third party. If Customer grants his buyer additional time for payment of the sales price, Customer shall reserve title in goods resold with retention of our title under the same terms which we have applied when deliv- ering such goods with retention of title. Customer shall be prohibited from any other kind of resale. 7.4 Customer undertakes to immediately assign to us any re- ceivables resulting from a resale of goods initially sold with retention of our title as soon as such receivables ex- ist and to undertake necessary steps to secure such rights (notification of debtor or book entries). We shall be entitled to notify the debtor ourselves. Such receivables will be used to substitute the goods under retention of title as collateral of the equivalent amount. Customer shall on- ly be entitled and authorised to resell such goods if his re- ceivables therefrom immediately accrue to us. 7.5 If Customer resells goods under retention of our title to- gether with goods from other suppliers at a certain total price, Customer shall assign to us his receivables from such resale in the same amount as stated in our invoice for goods initially sold with retention of title. 7.6 If an assigned receivable is included into a current ac- count, Customer undertakes to immediately assign to us that part of the balance which is equivalent to the amount of such receivable, including the final balance from cur- rent account operations, and make the necessary steps to secure such rights. 7.7 Until we give notice of revocation, Customer shall be au- thorised to collect receivables assigned to us. We shall be entitled to such revocation if Customer fails to meet his payment obligations under the business relationship with us in due course. If the preconditions for exercising a rev- ocation right are fulfilled, Customer shall promptly notify us of any assigned receivables with respective debtors, furnish all data required for collection of such receivables, hand over all related documentation and advise the debt- ors of such assignment. We reserve the right to personal- ly advise the debtors of such assignment. 7.8 If the value of the collateral deposited in our benefit ex- ceeds the amount of secured claims by a total of more than fifty (50) per cent, Customer shall be entitled to xx- xxxx that we insofar release securities of our own choice until the securities amount to less than one-hundred-fifty (150) per-cent of the secured claim. 7.9 If we claim retention of title, this shall only be understood as rescind liable for intent and gross negligence. We are entitled to payment of the contract if expressly stated so by us in writing. Customer's right to possess goods under reten- tion of title shall be null and void if he fails to meet his contractual obligationsreasonable storage charges.

Retention of Title. 7.1 All delivered 9.1. When FOB delivery term (INCOTERMS 2020 unless otherwise agreed) with ocean/sea transport is agreed, the purchaser is obliged to carefully transport and store the goods until delivery and to sufficiently insure the goods against damage. If the goods are destroyed, the purchaser shall assign the insurance benefit regarding the relevant insured event to seller. 9.2. In the case of attachment or other seizure of the goods the purchaser is obliged to claim seller's title and to notify seller immediately. If registration of our title is to be made in accordance with any local law, the purchaser undertakes to register our rights and to bear all costs in connection therewith upon receipt of our first written demand to do so. 9.3. To the extent allowed by applicable law, the goods shall remain our property (goods sold be resold subject to retention of title) until all receivables out of this contractual relationship, on whatever legal grounds, have been fully paid up. 7.2 In case of processing, combining or mixing of goods sub- ject to retention of title with goods of Customer, we . No resale shall be entitled to co-ownership permitted unless seller is informed thereof in writing in advance and the name/company name and address of the new property inasmuch as the invoiced value of goods sold with retention of title relates to the value of the other involved goods. Where our co-ownership becomes null purchaser and void due to pro- cessing, combining or mixing with other goods, Customer undertakes to assign to us those of his rights of owner- ship in the new property or compound matter which corre- spond to the amount of the value account receivable from the same is stated and seller agrees. Already at this point the purchaser assigns his account receivable under the resale to seller. Upon conclusion of the resale contract, the purchaser is obliged to inform his purchasers about the fact that the account receivable has been assigned. Seller is entitled to make use of the assignment at any time. Such goods subject to re- tention shall not be transferred by way of security or pledged. 9.4. Any legal transaction fees and costs incurred in connection with enforcing seller's claims shall be reimbursed by the purchaser upon receipt of our first written demand. 9.5. Seller's title and undertake necessary steps shall continue to se- cure our rights (e.g. label exist also in the case of treatment or processing of the goods with our property rights). Customer shall also be responsible for holding such rights in safe custody on our behalf and at his own expense. We to which title is retained; the purchaser shall be entitled to review and undertake - where necessary - such steps ourselves. Any rights to co- ownership created as a result of such processing, com- bining or mixing shall be subject to section 7.1 of these Terms and Conditionspro-rata co-owner. 7.3 Customer may resell, process, combine or mix with other property, or otherwise integrate goods under retention of title in normal business operations, as long as Customer is not defaulting. Customer shall be prohibited from taking any other disposition regarding goods for which we retain title. We shall be promptly notified about any hypotheca- tion or other seizure of goods under retention of title through a third party. All intervention costs will be charged to Customer if and to the extent that they cannot be col- lected from such third party. If Customer grants his buyer additional time for payment of the sales price, Customer shall reserve title in goods resold with retention of our title under the same terms which we have applied when deliv- ering such goods with retention of title. Customer shall be prohibited from any other kind of resale. 7.4 Customer undertakes to immediately assign to us any re- ceivables resulting from a resale of goods initially sold with retention of our title as soon as such receivables ex- ist and to undertake necessary steps to secure such rights (notification of debtor or book entries). We shall be entitled to notify the debtor ourselves. Such receivables will be used to substitute the goods under retention of title as collateral of the equivalent amount. Customer shall on- ly be entitled and authorised to resell such goods if his re- ceivables therefrom immediately accrue to us. 7.5 If Customer resells goods under retention of our title to- gether with goods from other suppliers at a certain total price, Customer shall assign to us his receivables from such resale in the same amount as stated in our invoice for goods initially sold with retention of title. 7.6 If an assigned receivable is included into a current ac- count, Customer undertakes to immediately assign to us that part of the balance which is equivalent to the amount of such receivable, including the final balance from cur- rent account operations, and make the necessary steps to secure such rights. 7.7 Until we give notice of revocation, Customer shall be au- thorised to collect receivables assigned to us. We shall be entitled to such revocation if Customer fails to meet his payment obligations under the business relationship with us in due course. If the preconditions for exercising a rev- ocation right are fulfilled, Customer shall promptly notify us of any assigned receivables with respective debtors, furnish all data required for collection of such receivables, hand over all related documentation and advise the debt- ors of such assignment. We reserve the right to personal- ly advise the debtors of such assignment. 7.8 If the value of the collateral deposited in our benefit ex- ceeds the amount of secured claims by a total of more than fifty (50) per cent, Customer shall be entitled to xx- xxxx that we insofar release securities of our own choice until the securities amount to less than one-hundred-fifty (150) per-cent of the secured claim. 7.9 If we claim retention of title, this shall only be understood as rescind of the contract if expressly stated so by us in writing. Customer's right to possess goods under reten- tion of title shall be null and void if he fails to meet his contractual obligations.

Retention of Title. 7.1 All delivered 1. We reserve title to the goods shall remain our property (goods sold subject to retention until full settlement of title) until all receivables out of this contractual claims arising from an ongoing business relationship, regardless of the legal basis on whatever legal grounds, have been fully paid up. 7.2 which they arise. In case of processinga current account, combining or mixing of goods sub- ject to the retention of title shall serve as collateral for our respective balance claim. This shall also apply if payments are made by the Customer for certain claims. 2. The Customer is obligated to treat the goods with care. The Customer must perform any required maintenance and inspection work regularly at his own expense. 3. Processing or transformation of the reserved goods of Customershall always be performed for us as manufacturer. We shall not incur any liability from this. If the reserved goods are processed or transformed with other goods not supplied by us, we shall be entitled to receive a co-ownership share in the new object in the ratio of the new property inasmuch as the invoiced value of the reserved goods sold with retention of title relates to the value of the other involved goodsprocessed or transformed goods at the time of processing or transformation. Where If our co-ownership becomes null and void title in the reserved goods expires due to pro- cessingcombination or mixing, combining or mixing with other goods, the Customer undertakes to assign to us those of hereby assigns his (co-)ownership rights of owner- ship in the new property object or compound matter which corre- spond the mixed object to us in the amount of the value invoiced for the reserved goods. He shall store them in safely for us free of charge. The new object (hereinafter the "New Object") from processing, transformation, combination or mixing, or the (co-)ownership rights in the New Object due to us or to be transferred to us in accordance with this item shall secure our claim in the same way as the reserved goods themselves in accordance with item 1. As far as the following provision of these items do not stipulate differently, this shall apply to the New Object accordingly. 4. The Customer may sell the reserved goods only in his ordinary course of business, at customary terms and conditions and only while meeting his payment obligations to us on time. The Customer is obligated to resell the reserved goods only under retention of title and to ensure that the claims from such further sale transactions can be transferred to us. 5. The Customer's claim from a further sale of the reserved goods is hereby assigned to us. We accept the assignment. The claim shall serve as collateral for us to the same extent as the reserved goods. If the Customer sells the reserved goods together with other goods not supplied by us, the assignment of the claim shall only apply to the amount of the value of goods subject to re- tention invoice resulting from the further sale of our title and undertake necessary steps to se- cure our rights (e.g. label reserved goods. In case of the sale of the goods in accordance with item 3 or the statutory provisions governing the combination and mixing of the item in our property rights)co-ownership, the assignment of the claim shall apply in the amount of our co-ownership share. 6. If the Customer shall also be responsible for holding such rights includes any claims from the further sale of reserved goods in safe custody on our behalf and at a current-account relationship with his own expensecustomers, he hereby assigns an acknowledged or final balance in his favour to us in the amount of the total claim from the further sale of our reserved goods included in the current account relationship. The preceding paragraph shall apply mutatis mutandis. 7. The Customer may collect the claim assigned to us from the further sale of the reserved goods. The Customer must not assign the claim from the further sale, even within the scope of a genuine factoring contract. 8. We shall be entitled may revoke the collection authorisation at any time in case of default in payment, cessation of payments, transfer of the Customer's business operations to review third parties, impaired creditworthiness and undertake - where necessary - such steps ourselves. Any rights to co- ownership created as a result trustworthiness or dissolution of such processing, com- bining or mixing shall be subject to section 7.1 of these Terms and Conditions. 7.3 Customer may resell, process, combine or mix with other property, or otherwise integrate goods under retention of title in normal business operationsthe Customer's company, as long well as in case of a violation of contractual obligations by the Customer pursuant to item 3 of this section. In that case, the Customer is not defaulting. Customer shall be prohibited from taking any other disposition regarding goods for which we retain title. We shall be promptly notified about any hypotheca- tion or other seizure obligated to inform his customers of goods under retention the assignment of title through a third party. All intervention costs will be charged the claim to Customer if us without undue delay, and to the extent that they cannot provide us with all information and documents required for collection. Furthermore, he shall then be col- lected from such third party. If Customer grants obligated to surrender any securities due to him for claims against his buyer additional time for payment of the sales price, Customer shall reserve title in goods resold with retention of our title under the same terms which we have applied when deliv- ering such goods with retention of title. Customer shall be prohibited from any other kind of resale. 7.4 Customer undertakes to immediately assign customers to us any re- ceivables resulting from a resale of goods initially sold with retention of our title as soon as such receivables ex- ist and to undertake necessary steps to secure such rights (notification of debtor or book entries). We shall be entitled to notify the debtor ourselves. Such receivables will be used to substitute the goods under retention of title as collateral of the equivalent amount. Customer shall on- ly be entitled and authorised to resell such goods if his re- ceivables therefrom immediately accrue transfer them to us. 7.5 9. If Customer resells goods under retention the value that can be realised from our existing collateral exceeds our secured claims by more than 15%, will release collateral of our title to- gether with goods from other suppliers choice at a certain total price, Customer shall assign to us his receivables from such resale in the same amount as stated in our invoice for goods initially sold with retention of titlepurchaser's request upon request. 7.6 If an assigned receivable 10. The Customer is included into a current ac- count, obligated to inform us without undue delay about any attachment or any other or factual impairment of or danger to the reserved goods or our other collateral. 11. The Customer undertakes to immediately assign sufficiently insure the reserved goods, in particular against fire, water, storm, lightning and theft. He hereby assigns his claims from the insurance contracts to us that part of the balance which is equivalent to the amount of such receivable, including the final balance from cur- rent account operations, and make the necessary steps to secure such rightsus. 7.7 Until we give notice of revocation, Customer shall be au- thorised to collect receivables assigned to us12. We shall be entitled to such revocation if Customer fails to meet his payment obligations under the business relationship with us in due course. If the preconditions for exercising a rev- ocation right are fulfilled, Customer shall promptly notify us of any assigned receivables with respective debtors, furnish all data required for collection of such receivables, hand over all related documentation and advise the debt- ors of such assignment. We reserve have the right to personal- ly advise withdraw from the debtors of such assignment. 7.8 If the value contract and demand return of the collateral deposited goods due to breach of contract by the Customer, in our benefit ex- ceeds particular in case of default in payment or breach of an obligation under this section. In this case, the amount Customer hereby consents to us removing the reserved goods or - if we are the sole owner - the New Object within the meaning of secured claims by a total item 3 of more than fifty (50) per centthis section, from the Customer's premises or having them removed. The Customer shall be entitled give us, or persons charged by us, access to xx- xxxx that we insofar release securities of our own choice until the securities amount to less than one-hundred-fifty (150) per-cent perform these measures, as well as for a general inspection of the secured claimreserved goods or New Objects at any time. 7.9 If we claim retention of title, this shall only be understood as rescind of the contract if expressly stated so by us in writing. Customer's right to possess goods under reten- tion of title shall be null and void if he fails to meet his contractual obligations.