Retention of Title. 1. We retain title to all goods delivered by us until all outstanding amounts due us have been fully paid to us and claims resulting from the sale of the products to the purchaser have been satisfied (“Retained Goods”). 2. If the Retained Goods become part of a new item by way of connection to or incorporation in an item owned by the purchaser prior to full payment of the Retained Goods, it is hereby agreed that we and the purchaser shall become co-owners of the new item. Our co-ownership share shall be determined by our respective or proportionate interests in the new item. 3. The purchaser hereby assigns to us all claims against its customers that result from the sale of the Retained Goods prior to its full payment. If the Retained Goods are sold together with other goods that are not owned by us prior to its full payment, then the purchaser shall assign to us such part of the claim resulting from the sale that is equal to the invoiced amount for the Retained Goods. If any item with respect to which title was retained is only partially owned by us and is sold, the portion 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, however, be subject to any restrictions or conditions on assignment in the contracts of the purchaser with its customers. The purchaser shall execute such documents as may be necessary to formalize or otherwise ensure the validity of any such assignment. 4. We are granting revocable authority to the purchaser to collect any claims resulting from the further sale of the Retained Goods prior to the purchaser’s full payment of the same 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. 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 title provision within the meaning of Article VI 1-6 of these T&C, 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 undertaken in order to protect our title and other rights with respect to the Retained Goods.
Appears in 2 contracts
Samples: General Conditions of Sale and Delivery, General Conditions of Sale and Delivery
Retention of Title. 1The extended retention of title applies to all deliveries. All delivered goods 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 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 goods delivered by us until all outstanding amounts due us have been fully paid to us and claims resulting payments arising from the business relationship with the Buyer. The retention of title shall extend to the acknowledged balance insofar as we book claims against the Buyer in current invoices [current account retention]. In case of breach of contract by the Buyer, in particular in case of default of payment, we shall be entitled to 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 products to realization shall be credited against the purchaser have been satisfied (“Retained Goods”).
2. If the Retained Goods become part Buyer’s liabilities less a lump sum for realization costs of a new item by way of connection to or incorporation in an item owned by the purchaser prior to full payment 10 % of the Retained Goods, it is hereby agreed that we and the purchaser shall become co-owners of the new itemsales proceeds. Our co-ownership share The Buyer shall be determined by our respective or proportionate interests entitled to resell the goods in the new item.
3ordinary course of business as long as he is not in default of payment. The purchaser Buyer hereby assigns to us all claims against its customers that result in the amount of the final invoice amount agreed with him [including value added tax] which accrue to him from the sale resale against his customers or third parties, irrespective of whether the purchased goods have been resold without or after processing. Upon request, the Buyer shall provide us with a detailed list of the Retained Goods prior to its full payment. If assigned claims, including the Retained Goods are sold together with other goods that are not owned by us prior to its full payment, then the purchaser shall assign to us such part names and addresses of the claim resulting from Buyers, the sale that is equal to amount of the invoiced amount claims and the invoice data, and shall provide us with all information necessary for the Retained Goodsassertion of the assigned claims and allow us to verify them. If any item with respect to which title was retained is only partially owned by us and is soldFurthermore, the portion of the proceeds from the sale that pertains Buyer is obliged to us will be equal to our percentage of ownership in the item sold. The assignment under this clause shall, however, be subject to any restrictions or conditions on assignment in the contracts of the purchaser with its customers. The purchaser shall execute such documents as may be necessary to formalize or otherwise ensure the validity of any such assignment.
4. We are granting revocable authority to the purchaser to collect any claims resulting from the further sale of the Retained Goods prior to the purchaser’s full payment of the same to us. If requested or required by us, the purchaser shall notify its customer of disclose the assignment of the claim and deliver to us all information and documents required to enforce our rightshis customers.
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 title provision within the meaning of Article VI 1-6 of these T&C, 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 undertaken in order to protect our title and other rights with respect to the Retained Goods.
Appears in 2 contracts
Samples: General Terms and Conditions, General Terms and Conditions
Retention of Title. 1. We retain title 7.1 All delivered goods shall remain our property (goods sold subject to all goods delivered by us retention of title) until all outstanding amounts due us 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 and claims resulting from those of his rights of owner- ship in the sale new property or compound matter which corre- spond to the amount of the products 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 purchaser have been satisfied (“Retained Goods”).
2extent that they cannot be col- lected from such third party. If the Retained Goods become part of a new item by way of connection to or incorporation in an item owned by the purchaser prior to full Customer grants his buyer additional time for payment of the Retained Goodssales price, it is hereby agreed that 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 purchaser shall become co-owners debtor ourselves. Such receivables will be used to substitute the goods under retention of title as collateral of the new itemequivalent amount. Our co-ownership share Customer shall on- ly be determined by our respective or proportionate interests in the new itementitled and authorised to resell such goods if his re- ceivables therefrom immediately accrue to us.
3. The purchaser hereby assigns to us all claims against its customers that result 7.5 If Customer resells goods under retention of our title to- gether with goods from the sale of the Retained Goods prior to its full payment. If the Retained Goods are sold together with other goods that are not owned by us prior to its full paymentsuppliers at a certain total price, then the purchaser 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 claim resulting from the sale that balance which is equal equivalent to the invoiced amount for of such receivable, including the Retained Goodsfinal 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 any item with respect to which title was retained is only partially owned by the preconditions for exercising a rev- ocation right are fulfilled, Customer shall promptly notify us and is sold, the portion 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, however, be subject to any restrictions or conditions on assignment in the contracts of the purchaser with its customers. The purchaser shall 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.
4. We are granting revocable authority to 7.8 If the purchaser to collect any claims resulting from the further sale value of the Retained Goods prior 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 purchaser’s full payment securities amount to less than one-hundred-fifty (150) per-cent of the same to us. secured claim.
7.9 If requested or required by uswe claim retention of title, the purchaser this shall notify its customer only be understood as rescind of the assignment of the claim and deliver contract if expressly stated so by us in writing. Customer's right to us all information and documents required to enforce our rights.
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 possess goods under reten- tion of title provision within the meaning of Article VI 1-6 of these T&C, but provides for other forms of security shall be null and void if he fails 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 undertaken in order to protect our title and other rights with respect to the Retained Goodsmeet his contractual obligations.
Appears in 2 contracts
Samples: General Terms and Conditions of Sale, General Terms and Conditions of Sale
Retention of Title. 18.1. We retain title to all goods delivered by us until all outstanding amounts due us 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 fully paid in full, the delivered goods shall remain the property of DENTSPLY. The Buyer shall be obliged to us provide for adequate insurance coverage for the goods subject to retention of title, and claims resulting from to handle them with due care. If any maintenance or inspection should be required, the sale Buyer shall have them performed regularly at the Buyer’s expense.
8.2. The Buyer shall be entitled to process and resell goods 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 other goods, we shall acquire joint ownership in the relevant new products, namely in respect of processed goods proportionate to the value (i.e. the gross invoice value including ancillary costs and taxes) of the products goods subject to retention of title compared to the purchaser have been satisfied (“Retained Goods”)value of the new product, and in respect of joined or combined goods proportionate to the value of the goods subject to retention of title compared to the value of the other goods.
28.3. If In the Retained Goods become part event of a new item resale of goods subject to 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 connection security (extended retention of title). Even after such assignment the Buyer shall be authorized to or incorporation 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 an item owned by the purchaser prior provision of security ceases to full payment apply. Such interest shall cease to apply insofar as the realisable value of the Retained Goods, it is hereby agreed that we claims exceeds the cover limit of 110% (one hundred and the purchaser shall become co-owners ten percent) of the new itemsecured claims not only temporarily. Our co-ownership share 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 shall be determined by subject to our respective or proportionate interests in prior written approval, unless the new item.
3. The purchaser hereby assigns financing institution is obliged under the relevant contract to pay the part of the purchase price owed to us all claims against directly to us. Also, the Buyer shall not be entitled to enter into covenants with its customers that result from the sale of the Retained Goods prior to its full payment. If the Retained Goods are sold together with other goods that are not owned by us prior to its full payment, then the purchaser shall assign to us such part of the claim resulting from the sale that is equal to the invoiced amount for the Retained Goods. If any item with respect to which title was retained is only partially owned by us and is sold, the portion 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, however, be subject to any restrictions or conditions on assignment in the contracts of the purchaser with its customers. The purchaser shall execute such documents as may be necessary to formalize or otherwise ensure the validity of any such assignment.
4. We are granting revocable authority to the purchaser to collect any claims resulting from the further sale of the Retained Goods prior to the purchaser’s full payment of the same 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 might affect our rights.
58.6. The purchaser must notify us without undue delay if Buyer shall make book entries stating 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 title provision within the meaning and shall immediately notify DENTSPLY of Article VI 1-6 any third- party seizures (in particular attachments) of these T&C, but provides for other forms goods to which title has been retained or of security to secure payment assigned claims. Likewise any assignment of claims of sellersthe Buyer to DENTSPLY shall be documented appropriately (e.g. by way of book entries) and shall upon DENTSPLY’s request be disclosed to the Buyer's contract partner at the latest by the time the invoice is issued to such contract partner.
8.7. In the event the Buyer acts in violation of the contract, in particular in case of a default in payment, we hereby reserve such rightsshall have the right to rescind the contract and recover the goods. For the purpose of recovering the goods the Buyer herewith expressly and irrevocably grants us permission to freely access its business and storage premises and remove the goods.
8.8. The purchaser is obligated Buyer shall reimburse us for any and all damage and costs resulting from a violation of the above duties and from any measures required to cooperate with us with respect to all actions we may reasonably request to be undertaken in order to protect our title and other rights with respect to prevent third parties from seizing the Retained Goodsgoods.
Appears in 1 contract
Samples: General Terms and Conditions
Retention of Title. 19.1. We retain title to all goods delivered by us until all outstanding amounts due us have been fully paid to us and claims resulting from the sale of the products to When FOB delivery term (INCOTERMS 2020 unless otherwise agreed) with ocean/sea transport is agreed, the purchaser have been satisfied (“Retained Goods”).
2is obliged to carefully transport and store the goods until delivery and to sufficiently insure the goods against damage. If the Retained Goods become part of a new item by way of connection to or incorporation in an item owned by the purchaser prior to full payment of the Retained Goodsgoods are destroyed, it is hereby agreed that we and the purchaser shall become co-owners of the new item. Our co-ownership share shall be determined by our respective or proportionate interests in the new item.
3. The purchaser hereby assigns to us all claims against its customers that result from the sale of the Retained Goods prior to its full payment. If the Retained Goods are sold together with other goods that are not owned by us prior to its full payment, then the purchaser shall assign the insurance benefit regarding the relevant insured event to us such part seller.
9.2. In the case of attachment or other seizure of the goods the purchaser is obliged to claim resulting from the sale that is equal seller's title and to the invoiced amount for the Retained Goodsnotify seller immediately. If registration of our title is to be made in accordance with any item with respect to which title was retained is only partially owned by us and is sold, the portion 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, however, be subject to any restrictions or conditions on assignment in the contracts of the purchaser with its customers. The purchaser shall execute such documents as may be necessary to formalize or otherwise ensure the validity of any such assignment.
4. We are granting revocable authority to the purchaser to collect any claims resulting from the further sale of the Retained Goods prior to the purchaser’s full payment of the same to us. If requested or required by uslocal law, the purchaser shall notify its customer undertakes to register our rights and to bear all costs in connection therewith upon receipt of the assignment of the claim and deliver our first written demand to us all information and documents required to enforce our rightsdo so.
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.
69.3. To the extent that mandatory legal provisions allowed by applicable law, the goods shall be resold subject to retention of title. No resale shall be permitted unless seller is informed thereof in writing in advance and the name/company name and address of the Philippines do purchaser and the amount of the 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 shall not allow a retention of title provision within the meaning of Article VI 1-6 of these T&C, but provides for other forms 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 shall continue to secure payment claims exist also in the case of sellers, we hereby reserve such rights. The treatment or processing of the goods to which title is retained; the purchaser is obligated to cooperate with us with respect to all actions we may reasonably request to shall be undertaken in order to protect our title and other rights with respect to the Retained Goodsa pro-rata co-owner.
Appears in 1 contract
Samples: General Terms and Conditions
Retention of Title. 1. We retain a. The deliverables shall remain our property until paid for in full.
b. Should the Purchaser contravene the terms of the contract, especially by being in default with payment, we shall be entitled to repossess the goods after having provided advance written warning of this and set a reasonable deadline, and the Purchaser shall be obliged to hand them over.
c. Our assertion of retention of title to all goods delivered and garnishment of the deliverables shall not be classed as withdrawal from the contract, unless the provisions of the Consumer Credit Act apply or this is expressly declared by us until all outstanding amounts due us have been fully paid to us and claims resulting from in writing. When used against merchants, a juristic person under public law or a special fund under public law, the sale following shall also apply:
d. Except in the case of the products granting of rights of use of software products, the Purchaser shall be entitled to resell the purchaser have been satisfied (“Retained Goods”).
2. If deliverables within the Retained Goods become part ordinary course of a new item by way of connection to or incorporation in an item owned by the purchaser prior to full payment of the Retained Goodsbusiness; however, it is hereby agreed that we and the purchaser shall become co-owners of the new item. Our co-ownership share shall be determined by our respective or proportionate interests in the new item.
3. The purchaser hereby already assigns to us all claims against its customers that result from receivables, in the sale amount of the Retained Goods prior purchase price (including VAT) agreed between us and 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 full payment obligations and is not in default with payment. If However, if this is the Retained Goods case, we are sold together with other goods entitled to demand that are not owned by us prior to its full paymentthe Purchaser make known the assigned receivables and their debtors, then provide all information necessary for their collection, submit the purchaser shall assign to us such part associated documents and inform the debtors (third parties) of the claim resulting from the sale that is equal to the invoiced amount for the Retained Goods. If any item with respect to which title was retained is only partially owned by us and is sold, the portion 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, however, be subject to any restrictions or conditions on assignment in the contracts of the purchaser with its customers. The purchaser shall execute such documents as may be necessary to formalize or otherwise ensure the validity of any such assignment.
4e. Any processing or transformation of the goods by the Purchaser shall always be undertaken on our behalf. We If deliverables are granting revocable authority 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 purchaser other processed items at the time of processing.
f. If the deliverables are inseparably combined with other items not belonging to collect any claims resulting from the further sale us, we shall acquire joint ownership of the Retained Goods prior new object in the proportion of the value of the deliverables in relation to the purchaser’s full payment other combined goods. The Purchaser shall hold safe custody of the same to usjoint property on our behalf.
g. The Purchaser may neither pledge the deliverables nor assign them as security. If requested In the event of garnishments, confiscation or required other dispositions by usthird parties, the purchaser shall notify its customer Purchaser must inform us of the assignment of the claim these immediately and deliver to provide us with all information and documents required that are necessary to enforce safeguard our rights. Enforcement officers or any third party, as the case may be, must be informed of our ownership.
5. The purchaser must notify us without undue delay if h. We undertake to release the Retained Goods securities to which we are encumbered or if our rights are adversely affected by third parties in any other way.
6. To entitled at the Purchaser‘s request to the extent that mandatory legal provisions their value exceeds that of the Philippines do not allow a retention of title provision within the meaning of Article VI 1-6 of these T&C, 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 receivables to be undertaken in order to protect our title and other rights with respect to the Retained Goodssecured by them – insofar as these have not yet been settled – by more than 20%.
Appears in 1 contract
Samples: General Terms and Conditions
Retention of Title. 1. We retain title to all Any goods delivered by us shall remain our sole and exclusive property until full payment of all outstanding amounts due us have resulting from the business relationship with the customer has been fully paid received. If the customer makes payment by means of “Check-Bill (of Exchange)” (“Xxxxxx-Xxxxxxx- Geschäft”), the retention of title shall continue in effect even after a discharge of 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 resell 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 claims resulting all future receivables he will obtain vis-à-vis third parties from the sale of the products privileged goods and we accept such assignment. The customer shall have the revocable right to collect, in his own name, the purchaser have been satisfied (“Retained Goods”).
2receivables assigned, but he shall account to us for it and hold the receivables as our fiduciary agent only. If The authority to sell the Retained Goods become part of a new item by way of connection privileged goods and to or incorporation in an item owned by collect and hold the purchaser prior to full receivables is revocable if and when the customer is late with the payment of the Retained Goods, it is hereby agreed that we and the purchaser shall become co-owners of the new item. Our co-ownership share shall be determined by our respective or proportionate interests in the new itemany monies due to us.
3. The purchaser hereby assigns If the privileged goods are reshaped or processed, it happens on our behalf and we shall be deemed to us all claims against its customers that result from be the sale producer. Irrespective of the Retained Goods prior to its full paymentforegoing, this shall not constitute any obligations on our part. If our (co-) ownership is discharged by means of combining or blending the Retained Goods are sold privileged goods with others, then it is agreed that we, together with other goods that are not owned by us prior to its full paymentthe customer, then the purchaser shall assign to us such part become (co-)owner of the claim resulting from goods produced at a proportionate level (based on the sale that is equal to the invoiced amount for the Retained Goods. If any item with respect to which title was retained is only partially owned by us and is sold, the portion 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, however, be subject to any restrictions or conditions on assignment in the contracts of the purchaser with its customers. The purchaser shall execute such documents as may be necessary to formalize or otherwise ensure the validity of any such assignmentinvoice value).
4. We are granting revocable authority The customer is obligated to keep the purchaser to collect any claims resulting from the further sale of the Retained Goods prior to the purchaser’s full payment of the same to us. If requested or required retained goods properly stored for as long as title is retained 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.
5. The purchaser must notify us without undue delay In the case of the customer breaching the contract particularly if monies are overdue we are entitled to rescind the Retained Goods are encumbered or if contract and, notwithstanding our rights are adversely affected by third parties in any other wayrights, demand the return of the goods.
6. To If we are to deliver our goods to other jurisdictions where the extent that mandatory legal provisions of the Philippines do not allow a above retention of title provision within provisions do not provide the meaning of Article VI 1-6 of these T&C, but provides for other forms same level of security as in the Federal Republic of Germany then the customer shall explore the legal situation and to secure payment 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 total amount of the secured claims of sellers, we hereby reserve such rightsby more than 20%.
8. The purchaser Upon our written demand the customer is obligated to cooperate with us with respect to obtain and maintain an insurance policy adequately protecting the privileged goods against all actions we may reasonably request to be undertaken in order to protect our title and other rights with respect to the Retained Goodsrisks typically covered by property insurance.
Appears in 1 contract
Samples: Standard Terms and Conditions
Retention of Title. 1. We retain title to 10.1 The delivered Product shall remain our property until the full payment of all goods delivered by us until all outstanding amounts due us have been fully paid to us and of our claims resulting against the buyer arising from the sale of the products to the purchaser have been satisfied current business relation (“Retained Reserved Goods”). If an account current exists in the context of the business relations, we hereby reserve title to the delivered Product until receipt of all payments against recognized balances.
2. If the Retained Goods become part of a new item by way of connection 10.2 The buyer shall only be authorized to or incorporation in an item owned by the purchaser prior to full payment dispose of the Retained GoodsReserved Goods in ordinary business transactions, if it is hereby agreed guaranteed that we and the purchaser resultant claims shall become co-owners pass to us.
10.3 With the conclusion of the new item. Our co-ownership share shall be determined by our respective or proportionate interests in contract, the new item.
3. The purchaser hereby buyer assigns to us as security its rightful claims, and all secondary claims, arising from disposal or on other legal grounds pertaining to the Reserved Goods. The buyer shall remain entitled to collect such claims against 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 customers that result from payment obligations, insolvency or similar proceedings have not been instituted, and no suspension of payments is in force. The buyer shall immediately notify us in writing if one of these events occurs. Upon our request the sale of buyer shall disclose the Retained Goods prior assignment to its full payment. If the Retained Goods are sold together debtors and provide us with other goods that are not owned by us prior to its full paymentthe information, then the purchaser shall assign and hand over to us such part of the claim resulting from the sale that is equal to the invoiced amount for the Retained Goods. If any item with respect to which title was retained is only partially owned by us and is sold, the portion 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, however, be subject to any restrictions or conditions on assignment in the contracts of the purchaser with its customers. The purchaser shall execute such documents as may be records necessary to formalize or otherwise ensure the validity of any such assignment.
4. We are granting revocable authority to the purchaser to collect any claims resulting from the further sale of the Retained Goods prior to the purchaser’s full payment of the same 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 assert our rights.
510.4 After rescission of the contract, and irrespective of our 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 purchaser must 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 without undue delay if of any third-party access to, or claims against, the Retained 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 encumbered inseparably mixed or if our rights are adversely affected by third parties combined with such external items, we shall acquire co-ownership of the new item in any other wayproportion to the value of the Reserved Goods in relation to the external items. Besides, the same shall apply to the new item as to the Reserved Goods. If combination takes place in such a way that the buyer’s item must be deemed the main item, the buyer shall transfer proportionate co-ownership to us.
6. To 10.7 If, in the extent that mandatory legal provisions event of sales to foreign countries, the Philippines do not allow a retention of title provision within agreed in this Clause 10 requires further action to be taken to make it effective (e.g. registration), the meaning buyer shall undertake such action immediately. If, in such sales the local law does not allow the retention of Article VI 1-6 title agreed in this Clause 10 with the same effect as in German law but other surety rights exist in favour of these T&C, but provides for other forms of security to secure payment claims of sellersthe seller , we hereby reserve shall be authorized to exercise all such rights. The purchaser is obligated to cooperate buyer shall co-operate with us with respect to all actions such measures as we may reasonably request wish to be undertaken in order take to protect our rights of title and or any other rights with respect right to the Retained GoodsReserved Goods in substitution of our said rights of title.
Appears in 1 contract
Retention of Title. 1. We retain title Up to all goods delivered by us until the fulfilment of all outstanding amounts 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 remain our ownership until due us have been fully paid to us and claims resulting from the sale complete payment of the products to the purchaser have been satisfied (“Retained Goods”)contractually agreed compensation.
2. If The buyer is entitled to sell or process the Retained Goods become part goods in the ordinary course of a new item business. Production or modification is always carried out by way us as the manufacturer, without our commitment. In the case of connection to processing, joining or incorporation in an item owned by the purchaser prior to full payment commingling of the Retained Goodsgoods subject to reservation of ownership with other goods, it is hereby agreed that we and the purchaser shall become co-owners of the new item. Our co-our joint ownership share shall be determined by our respective or proportionate interests in the new itemcorporeal 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 subject to reservation of ownership to the value of the other goods. The buyer holds the sole ownership or joint ownership in safe custody for us. Products, which we are entitled to, consequently are designated as reserved products.
3. The purchaser buyer shall treat the reserved goods with due care and insure them at his own cost with sufficient coverage for their value as new against damage by fire, water and theft.
4. 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 its customers that result a customer or third parties which accrue to him/her from the sale resale of the Retained Goods prior purchased goods. The buyer remains empowered to its full paymentcollect such receivables also after their assignment. If Our right to collect such receivables is not affected thereby; however, we undertake not to collect such receivables as long as the Retained Goods are sold together with customer meets his payment and other goods that are not owned by us prior to its full payment, then the purchaser shall assign to us such part of the claim resulting from the sale that is equal to the invoiced amount for the Retained Goods. If any item with respect to which title was retained is only partially owned by us and is sold, the portion of the proceeds from the sale that pertains to us will be equal to our percentage of ownership commitments in the item sold. The assignment under this clause shall, however, be subject to any restrictions or conditions on assignment in the contracts of the purchaser with its customers. The purchaser shall execute such documents as may be necessary to formalize or otherwise ensure the validity of any such assignment.
4. We are granting revocable authority to the purchaser to collect any claims resulting from the further sale of the Retained Goods prior to the purchaser’s full payment of the same 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.
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 wayproper manner.
6. To The buyer is required on request to disclose to us the extent that mandatory legal provisions assigned receivables and the names of the Philippines do not allow a retention debtors, supply all particulars necessary for collection, make available the records pertaining thereto, and inform the debtors of title provision within the meaning assignment.
7. Pledges or security transferences are inadmissible.
8. If third parties claim the reserved products, the buyer will point to our ownership and inform us immediately.
9. In case of Article VI 1-6 of these T&C, 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 undertaken in order to protect our title and other rights with respect the buyer acting contrary to the Retained Goodscontract - in particular default of payment - we are entitled after an adequate extension and in case of non-fulfilment by declaration of withdrawal of the contract to take back the reserved products or to demand cancellation of the buyer’s surrendering demands against third parties where appropriate.
Appears in 1 contract
Retention of Title. 1. We retain title to all 7.1 All goods delivered by us supplied shall remain our property (conditional goods) until all outstanding amounts due us have been fully paid to us and claims resulting from the sale of the products to the purchaser have been has fully satisfied (“Retained Goods”).
2all existing claims and – insofar as the purchaser is a commercial businessman – those arising after conclu- sion of contract. If This shall also apply in the Retained Goods become part case of a new item by way of connection to or incorporation in an item owned payments made by the purchaser prior to full payment which he has specifically designated as being in settle- ment of specific claims.
7.2 Processing and adaptation of the Retained Goodsconditional 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 the event that the customer processes, adapts, connects or combines the con- ditional goods with goods of another origin to make a new object or a combined object, we shall have the right to co-ownership in the new or combined object in the ratio of the invoice value of the conditional goods at the time of supply to the value of the other processed or com- bined goods. 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 we co-ownership in the ratio of the invoice value of the conditional goods to the main object shall pass to us and the purchaser shall become keep the object in safe custody for our benefit without charge. Our share in the co-owners owned property shall be regarded as conditional goods pursuant to Art. 7.1.
7.4 The customer shall keep the conditional goods in safe custody on our 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 new item. Our co-ownership share shall be determined property or other encroachment of our rights by third parties stating all details that would put us in a position to defend our respective or proportionate interests rights using all legal means.
7.5 The customer may only dispose of the conditional goods in the new itemcourse of normal business transactions under his normal conditions and with the proviso that such transfer is made subject to a retention of title cov- ering the scope of the retention of title imposed by us such that the customer's claims arising from the further disposal pursuant to Art. 7.6 to 7.8 are passed on to us.
37.6 The customer hereby pre-emptively assigns to us the claims arising from 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 scope as the conditional goods. The purchaser hereby assigns is only entitled to us all assign claims against its customers that result from to third parties with our prior written approval.
7.7 If the sale customer disposes of the Retained Goods prior to its full payment. If the Retained Goods are sold conditional goods together with other goods that are not owned by us prior to its full payment, then the purchaser shall assign to us such part of the claim resulting from the sale that is equal to the invoiced amount for the Retained Goods. If any item with respect to which title was retained is only partially owned by us and is sold, the portion 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, however, be subject to any restrictions or conditions on assignment in the contracts of the purchaser with its customers. The purchaser shall execute such documents as may be necessary to formalize or otherwise ensure the validity of any such assignment.
4. We are granting revocable authority to the purchaser to collect any claims resulting from the further sale of the Retained Goods prior to the purchaser’s full payment of the same to us. If requested or required supplied by us, the purchaser assignment of the claims arising from such dis- posal shall notify its customer 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 are co-owners pursuant to Art. 7.2 or 7.3, the assignment of the claim claims shall apply to the value of our share of the co-owned property.
7.8 The customer is entitled, until such right is withdrawn, to collect 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, 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 deliver we are entitled to demand surrender of the conditional goods; we shall then be entitled to access the customer's business premises and to take possession of the conditional goods at the customer's expense and, without prejudice to the customer's obligation to render payment and other obligations, to liquidate these in the best possible way via own sale or by means of an auction; after deduction of the costs 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, upon request, inform us of the name of the debtor of the claims assigned to us so that we can disclose the assignment and collect the claim; all information of the revenues arising from the assign- ment that we are entitled to shall be forwarded to us immediately upon their receipt if and documents required as soon as our claims against the customer are due; – we are entitled to enforce our rightswithdraw the direct debit authorisation.
5. The purchaser must notify us without undue delay if 7.10 In the Retained Goods are encumbered or if our rights are adversely affected by third parties in any other way.
6. To event that the extent that mandatory legal provisions value of the Philippines do not allow a retention collateral security exceeds that of title provision within the meaning of Article VI 1-6 of these T&C, but provides for other forms of security to secure payment claims of sellersby more than 10%, we hereby reserve such rights. The purchaser is obligated are under an obligation, at the customer's request, to cooperate with us with respect to all actions we may reasonably request to be undertaken in order to protect release security, at our title and other rights with respect choice, to the Retained Goodsvalue of the surplus.
Appears in 1 contract
Samples: General Terms and Conditions of Sale, Supply and Payment
Retention of Title. (1. ) We retain title to all goods delivered by us products until such time as the Customer has paid all outstanding amounts due us have been fully paid to us current and future claims resulting from the sale arising out of the products to the purchaser have been satisfied (“Retained Goods”)business relationship on what- ever legal grounds.
(2. If the Retained Goods become part of a new item by way of connection to or incorporation in an item owned by the purchaser prior to full payment of the Retained Goods, it is hereby agreed that we and the purchaser shall become co-owners of the new item. Our co-ownership share ) The Customer shall be determined by our respective or proportionate interests in obliged to treat the new item.
3products delivered subject to retention of title with care and to provide sufficient insurance, to be proven on request. The purchaser Customer hereby assigns to us all any claims against its customers that result from the sale of the Retained Goods prior to its full paymentinsurance covering any damages. If the Retained Goods are sold together with other goods that are not owned by us prior to its full payment, then the purchaser shall assign to us such part of the claim resulting from the sale that is equal to the invoiced amount for the Retained Goods. If any item with respect to which title was retained is only partially owned by us and is sold, the portion 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, however, be subject to any restrictions or conditions on assignment in the contracts of the purchaser with its customers. The purchaser shall execute such documents as may be necessary to formalize or otherwise ensure the validity of any We herewith accept such assignment.
4. We (3) Any products subject to retention of title may not be given in pledge or as se- curity to third parties until the secured receivables are granting revocable authority to the purchaser to collect any claims resulting from the further sale of the Retained Goods prior to the purchaser’s full payment of the same 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.
5paid in full. The purchaser Customer must notify us without undue delay and in writing, if and to the Retained Goods are encumbered or if our rights are adversely affected by 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 processed, intermingled or joined products. In any event, the resulting product shall be subject to the same provisions as the products delivered subject to re- tention of title.
(b) The Customer hereby assigns to us, by way of security, all claims from the resale of the products vis-à-vis third parties in full or to the extent of any co- ownership interest in accordance with the 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 have the revocable right to collect on these claims even after assignment. We hereby undertake to refrain from collecting on any claims as long as Customer meets his payment obligations 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 above events occur, we may require the Customer to disclose to us information on all claims assigned and the relevant debtors including all information required for collection, to pass on all relevant documents to us and to notify any and all debtors (third parties) of the assignment.
(6. To ) Where the extent that mandatory legal provisions realizable value of the Philippines do not allow a retention of title provision within the meaning of Article VI 1-6 of these T&C, but provides for other forms of security to secure payment exceeds our claims of sellersby more than 10%, we hereby reserve such rights. The purchaser is obligated to cooperate with us with respect to all actions shall, upon Customer’s request, release any security we may reasonably request to be undertaken in order to protect our title and other rights with respect to the Retained Goodsare entitled to.
Appears in 1 contract
Samples: Terms & Conditions
Retention of Title. 1. We retain title to all 9.1 The delivered goods delivered by us shall remain our property until all outstanding amounts due us have been fully paid to us and claims resulting from the sale of the products to the purchaser have been satisfied (“Retained Goods”).
2. If the Retained Goods become part of a new item by way of connection to or incorporation in an item owned by the purchaser prior to full payment of all claims arising from the Retained Goodsbusiness relationship with the customer.
9.2 Any processing or treatment of the goods subject to retention of title shall be carried out by the customer on our behalf without any obligations arising therefrom for us. In the event of processing with other items not owned by us by the customer, it is hereby agreed that we and the purchaser shall become be entitled to co-owners ownership of the new itemitem in the ratio of the value of the reserved goods to the other processed goods at the time of processing. Our coIf our claims are over-ownership share secured by more than 20%, we undertake to release them accordingly.
9.3 The customer shall be determined 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 our respective or proportionate interests 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 new itemcustomer unless they are to be paid by the intervening party.
3. 9.4 The purchaser customer hereby assigns to us all by way of security the customer‘s claims against its customers that result third parties arising from the sale resale of goods subject to retention of title in their entirety or in the amount of our co-ownership share, if any, in accordance with the foregoing Section 9.2. The same shall apply to other claims which take the place of our goods or otherwise arise in respect of the Retained Goods prior goods, such as insurance claims or claims in tort in the event of loss or destruction. We accept this assignment. The customer is revocably entitled to collect the 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 assignment without delay.
9.5 The customer shall insure the delivery item at its full paymentown expense with the proviso that we are entitled to our rights under the insurance policies. If the Retained Goods are sold together customer does not comply with other goods this obligation despite being requested to do so or if he does not provide evidence that are not owned by us prior insurance has been taken out, we shall be entitled to its full payment, then take out the purchaser shall assign to us such part insurance at the customer‘s expense. Proof of the claim resulting conclusion of the insurance can be demanded from the sale time of handover.
9.6 If the customer defaults on payment or if the suspicion arises, based on facts, that the customer is equal 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 the invoiced amount for the Retained Goods. If any item with respect to which title was retained is only partially owned by us and is sold, the portion collection of the proceeds from goods by our representatives. For the sale that pertains to us will be equal to our percentage of ownership in time the item sold. The assignment under this clause shall, however, be goods subject to any restrictions or conditions on assignment in the contracts retention of the purchaser title are stored with its customers. The purchaser us, we shall execute such documents as may only be necessary to formalize or otherwise ensure the validity of any such assignment.
4liable for intent and gross negligence. We are granting revocable authority entitled to the purchaser to collect any claims resulting from the further sale of the Retained Goods prior to the purchaser’s full payment of the same 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 rightsreasonable storage charges.
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 title provision within the meaning of Article VI 1-6 of these T&C, 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 undertaken in order to protect our title and other rights with respect to the Retained Goods.
Appears in 1 contract
Samples: General Terms and Conditions
Retention of Title. 1. a) We retain title to 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 until 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 subject to retention of title; the Customer is then obliged to surrender the goods. After taking back the goods, we are entitled to utilise them. The proceeds of the sale shall be credited against the Customer's liabilities, deducting reasonable costs of sale.
c) The Customer is revocably entitled to resell the goods in the ordinary course of business. It is hereby agreed with the Customer that all outstanding amounts due us have been fully paid his claims against the buyer arising from the sale or transfer, 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 resulting from assigned to us and their debtors. We can moreover demand that the sale buyer provides all information necessary for collection, hands over the relevant documents and informs the third- party debtors of the products assignment so that a direct payment can be made to us.
d) The goods may not be pledged or transferred for security without our written consent until full payment has been made. Processed goods are regarded as subject to the purchaser have been satisfied (“Retained Goods”).
2retention of title. If the Retained Goods become part of a new item by way of connection to goods are inseparably combined or incorporation in an item mixed with other objects not owned by us, we shall be considered the purchaser prior to full payment of the Retained Goods, it is hereby agreed that we manufacturers and the purchaser shall become therefore acquire co-owners ownership of the new item. Our The portion of our co-ownership share shall be determined by our respective depend on the proportion between the invoice value of the delivered goods and the other combined or proportionate interests in mixed objects at the new item.
3time of combination or mixing. The purchaser hereby assigns to us all claims against its customers that result from the sale entitlement of the Retained Goods prior buyer to its full payment. If process or sell the Retained Goods are sold together with other goods that are not owned by us prior to its full payment, then the purchaser shall assign to us such part of the claim resulting from the sale that is equal to the invoiced amount for the Retained Goods. If any item with respect to which title was retained is only partially owned by us and is sold, the portion 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, however, be subject to any restrictions or conditions on assignment in the contracts of the purchaser with its customers. The purchaser shall execute such documents as may be necessary to formalize or otherwise ensure the validity of any such assignment.
4. We are granting revocable authority to the purchaser to collect any claims resulting from the further sale of the Retained Goods prior to the purchaser’s full payment of the same 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.
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 title provision within ends with the meaning buyer's cessation of Article VI 1-6 payments or if insolvency proceedings have been filed against the buyer's assets. In this case, the buyer is obliged to return the unprocessed goods upon first request. The demand for the surrender of these T&Cthe goods does not constitute withdrawal from the purchase contract.
e) Upon request, but provides we will declare the release of rights or claims transferred to us, provided that the liabilities have been fulfilled or their value exceeds the amount of the 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 the retention of title or for other reasons, he hereby assigns these claims with all ancillary rights to us in advance. We hereby accept the assignment in advance.
g) If the retention of title or its specific forms specified here are not effective according to the law where goods subject to retention of title are located, a corresponding security to secure payment claims of sellers, we hereby reserve such rights. The purchaser in this area is obligated to cooperate with us with respect to all actions we may reasonably request deemed to be undertaken in order agreed on, including any necessary obligation of the buyer to protect our title and other rights with respect to the Retained Goodscooperate.
Appears in 1 contract
Samples: Terms and Conditions
Retention of Title. 1. We retain title to all The goods delivered by us shall remain our property until all outstanding amounts due us have been fully paid to us and claims resulting from the sale of the products to the purchaser have been satisfied (“Retained Goods”)payment is received in full.
2. If the Retained Goods become part of a new item by way of connection goods to which we retain title are processed, mixed or incorporation in an item combined with materials owned by the purchaser prior to full payment of the Retained Goodscli- ent, it is hereby agreed that we and the purchaser doing so shall become co-owners not invalidate our ownership of the new itemgoods. Our 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 be determined by our respective or proportionate interests in 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 itemgoods or the new object for us free of charge.
3. The purchaser hereby 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 all claims against its customers that result which may accrue to it from the any re-sale of the Retained Goods prior item to its full payment. If a third party, regardless of whether the Retained Goods goods subject to retention of title are sold together to one or more clients and whether or not they have been pro- cessed, mixed or combined with other goods that are not owned by us prior 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 its full payment, then the purchaser shall assign to us such part name their buyers of the claim resulting from the sale that is equal to the invoiced amount for the Retained Goods. If any item with respect to which title was retained is only partially owned by us and is sold, the portion of the proceeds from the sale that pertains to us will be equal to our percentage of ownership goods in the item sold. The assignment under this clause shall, however, be subject to any restrictions or conditions on assignment in the contracts of the purchaser with its customers. The purchaser shall execute such documents as may be necessary to formalize or otherwise ensure the validity of any such assignmentwriting upon request.
4. We If the legal system in whose jurisdiction the goods are granting revocable authority located and whose statutes are applicable does not permit a retention of title, but if the legal system permits the reservation of other rights to the purchaser to collect any claims resulting from the further sale of the Retained Goods prior to the purchaser’s full payment of the same to us. If requested or required by usclaimed goods, the purchaser shall notify its customer of in particular the assignment of the claim claims, then we are entitled to exercise these rights at our discretion and deliver to us all information and documents required to enforce our rightswithout limitation. The client shall ensure that these safeguards are agreed upon effectively.
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 client is not entitled to take any other wayactions regarding the reserved goods, in particular the transfer of ownership or pledging.
6. To 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 extent that mandatory legal provisions of the Philippines do not allow a retention of title provision within the meaning of Article VI 1-6 of these T&C, but provides for other forms of security to secure payment claims of sellers, we hereby reserve such rights. The purchaser client is further obligated to cooperate 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 us with respect to all actions we may reasonably request to EU directives, any prohibitions of assignment will not be undertaken in order to protect our title and other rights with respect to the Retained Goodsaccepted.
Appears in 1 contract
Samples: Sale and Delivery Agreement
Retention of Title. 1. We retain The title to all goods delivered by us supplied remains with Coveris until all outstanding amounts due us owed to Coveris in connection with the respective contract have been fully paid by the buyer and all other obligations of the buyer with respect to us and claims Coveris resulting from or in connection with the sale respective contract have been fulfilled. Any processing by the buyer of the products to the purchaser have been satisfied (“Retained Goods”).
2delivered goods takes place on behalf of Coveris, without resulting in any obligations on Coveris. If the Retained Goods become part of a new item by way of connection to or incorporation in an item owned by the purchaser prior to full payment of the Retained Goods, it is hereby agreed that we and the purchaser shall become co-owners of the new item. Our co-ownership share shall be determined by our respective or proportionate interests in the new item.
3. The purchaser hereby assigns to us all claims against its customers that result from the sale of the Retained Goods prior to its full payment. If the Retained Goods goods delivered are sold processed together with other goods that are not owned by us prior to its full paymentthe property of Coveris, then the purchaser shall assign to us such part Coveris acquires co-ownership of the claim resulting from newly produced goods pro rata the sale that is equal to the invoiced amount for the Retained Goods. If any item with respect to which title was retained is only partially owned by us and is sold, the portion value of the proceeds from delivered goods at the sale that pertains time of the processing. The buyer shall be entitled to us will be equal to our percentage of ownership sell the delivered goods in the item soldordinary course of business. The assignment under this clause shall, however, be subject to any restrictions or conditions on assignment in the contracts of the purchaser with its customers. The purchaser shall execute such documents as may be necessary to formalize or otherwise ensure the validity of any such assignment.
4. We are granting revocable authority to the purchaser to collect any All claims resulting from such sale shall hereby be assigned in advance to Coveris and the further sale buyer shall undertake all necessary publicity requirements for enforceability of such assignment. The buyer shall not provide Coveris with written customer lists without Coveris' prior written consent. If the buyer sells any goods co-owned by Coveris, the assignment shall apply in the same extent as the co-ownership. Coveris shall be entitled to collect the assigned amount. The buyer is obliged to 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 cautiously and store them properly. If the buyer is in arrears with a payment after consideration of a 10 working-day grace period, Coveris shall be entitled to demand restitution of the Retained Goods prior delivered goods or to collect the purchaser’s full delivered goods and to sell them as is (i.e. including packing) to any third party. One or several of these actions are not considered as cancellation of the respective orders and do not relieve the buyer from payment of the same invoiced amounts. In case the delivered goods are sold by Coveris to us. If requested or required by usa third party, the purchaser shall notify buyer declares and guarantees that this will not infringe on any intellectual property rights (e.g. trademark laws regarding signs, logos and words, etc.), that are imprinted on the respective goods or packaging, whereby the buyer waives any rights the buyer may have against Coveris. Coveris is likewise entitled to cancel at its customer of own discretion the assignment of unpaid order without limiting the claim and deliver to us all information and documents required ability to enforce our rightsits rights through or in connection with a breach of contract by the buyer, in particular regarding claims for damages.
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 title provision within the meaning of Article VI 1-6 of these T&C, 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 undertaken in order to protect our title and other rights with respect to the Retained Goods.
Appears in 1 contract
Samples: General Conditions of Sale
Retention of Title. (1. We ) 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 all dispose of the goods delivered by us until all outstanding amounts due us have been fully paid within the ordinary course of business. The authority granted hereunder shall 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 claims resulting from 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 sale goods delivered shall also be subject to the limitations set out in subsection (2) above. The Buyer shall not acquire title to the fully or partly pro- cessed goods; the processing shall be free of charge for our benefit as Manufacturer in the sense of § 950 of the products to the purchaser have been satisfied (“Retained Goods”).
2German Civil Code. If we should, for whatever reason, lose our rights under the Retained Goods become part retention of a new item by way of connection to or incorporation in an item owned by the purchaser prior to full payment of the Retained Goodstitle, it then its is hereby agreed between us and the Buyer that we shall acquire title upon processing of the goods and the purchaser Buyer shall become remain custodian of the goods which shall be free of charge.
(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-owners of the new item. Our co-ownership share shall be determined by our respective or proportionate interests title in the new itemgoods or the mixed stock. The proportion of title shall follow from the proportion of the invoice value of the goods delivered by us under retention of title and the invoice value of the other goods.
(5) Goods in which we shall acquire sole or co-title in accordance with subsection (3. ) and (4) shall, the same as with regard to the goods delivered under retention of title according to subsection (1) above, be regarded as goods delivered under retention of title for the purpos- es of the following paragraphs.
(6) The purchaser Buyer hereby assigns to us all claims against its customers that result arising from the sale resale of the Retained Goods prior to its full paymentgoods delivered under retention of title. Such claims shall also include claims against the bank which, within the scope of such sale, shall have issued or confirmed a letter of credit for the benefit of the Buyer (= reSeller). We hereby accept such assignment. If the Retained Goods are sold together with other goods delivered under reten- tion of title shall be a processed good or a mixed stock, where, in addition to the goods deliv- ered by us, only such goods exist that are not owned by us prior to its full paymenteither the Buyer’s property or a third party property as a result of a (simple) retention of title, then the purchaser 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 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 it shall be in breach of any obligation owed to us and shall in particular be in payment default or we shall become aware of other incidents that give rise to doubts about its creditworthiness. If the above authority shall cease to exist or be withdrawn by us, then the Buyer shall upon our demand immediately specify to us its debtors in the claims assigned and provide us with all information and documentation necessary for collection.
(9) In the event of any third party action against our 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 part 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 claim resulting 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 sale resale that is equal to the invoiced amount for the Retained Goods. If any item with respect to which title was retained is only partially owned by us and is sold, the portion of the proceeds from the sale that pertains have been assigned to us will be equal in accordance with § 9 (6) above including its debtors. Following such information, we shall have the right to our percentage of ownership in the item sold. The assignment under this clause shall, however, be subject to any restrictions or conditions on assignment in the contracts of the purchaser with its customers. The purchaser shall execute such documents as may be necessary to formalize or otherwise ensure the validity of any such assignment.
4. We are granting revocable authority to the purchaser to collect any claims resulting from the further sale of the Retained Goods prior to the purchaser’s full payment of the same to us. If requested or required by us, the purchaser shall notify its customer of disclose the assignment of the claim and deliver to us all information and documents required to enforce our rightsas we consider appropriate.
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 title provision within the meaning of Article VI 1-6 of these T&C, 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 undertaken in order to protect our title and other rights with respect to the Retained Goods.
Appears in 1 contract
Samples: General Terms and Conditions of Sale
Retention of Title. 1. We retain title reserve the right of ownership of the delivered goods until all claims arising from the delivery relationship have been paid in full. This also applies to all goods delivered by us until all outstanding amounts due us have been fully paid future deliveries, even if we do not always expressly refer to us and claims resulting from the sale of the products to the purchaser have been satisfied (“Retained Goods”)this.
2. If In the Retained Goods become event of conduct on the part of a new item by way of connection to or incorporation in an item owned by the purchaser prior in breach of contract, we shall be entitled to full payment of take back the Retained Goods, it is hereby agreed that we delivered items and the purchaser shall become co-owners of be obliged to surr ender them. The customer shall bear the new item. Our co-ownership share shall be determined by our respective or proportionate interests costs incurred in the new itemthis connection.
3. The purchaser hereby assigns buyer is obliged to us all claims 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 expe nse against its customers that result from the sale of the Retained Goods prior to its full paymenttheft, fire and water damage at replacement value. If the Retained Goods are sold together with other goods that are not owned by us prior maintenance and inspection work has to its full payment, then the purchaser shall assign to us such part of the claim resulting from the sale that is equal to the invoiced amount for the Retained Goods. If any item with respect to which title was retained is only partially owned by us and is soldbe carried out, the portion of the proceeds from the sale that pertains to us will be equal to our percentage of ownership buyer must carry this out in the item sold. The assignment under this clause shall, however, be subject to any restrictions or conditions on assignment in the contracts of the purchaser with its customers. The purchaser shall execute such documents as may be necessary to formalize or otherwise ensure the validity of any such assignmentgood time at his own expense.
4. We are granting revocable authority 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 purchaser third party is not in a position to collect any claims resulting from reimburse us for the further sale judicial and extrajudicial costs of an action pursuant to § 771 ZPO (Code of German Civil Procedure), the Retained Goods prior to buyer shall be liable for the purchaser’s full payment of the same to us. If requested or required loss incurred 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.
5. The purchaser must notify 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 undue delay if or after processing. The buyer remains revocably authorised to collect the Retained Goods 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 encumbered or if our rights are adversely affected by to be informed immediately of third parties in any other wayparty dispositions concerning the reserved goods.
6. To the extent that mandatory legal provisions The treatment and processing or transformation of the Philippines do 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 allow 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 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 ac cept this assignment.
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 provision within or assignment is not effective under the meaning law of Article VI 1-6 t he country in which the goods are located, the security closest to the retention of these T&Ctitle or assignment in that country shall be deemed agreed. If this requires the cooperation of the customer, but provides for other forms of security the customer shall perform all legal acts necessary to secure payment claims of sellers, we hereby reserve establi sh and maintain such rights. The purchaser is obligated to cooperate with us with respect to all actions we may reasonably request to be undertaken in order to protect our title and other rights with respect to the Retained Goods.
Appears in 1 contract
Samples: General Terms and Conditions of Sale
Retention of Title. 1. We retain title reserve the right of ownership of the delivered goods until all claims arising from the delivery relationship have been paid in full. This also applies to all goods delivered by us until all outstanding amounts due us have been fully paid future deliveries, even if we do not always expressly refer to us and claims resulting from the sale of the products to the purchaser have been satisfied (“Retained Goods”)this.
2. If In the Retained Goods become event of conduct on the part of a new item by way of connection to or incorporation in an item owned by the purchaser prior in breach of contract, we shall be entitled to full payment of take back the Retained Goods, it is hereby agreed that we delivered items and the purchaser shall become co-owners of be obliged to surrender them. The customer shall bear the new item. Our co-ownership share shall be determined by our respective or proportionate interests costs incurred in the new itemthis connection.
3. The purchaser hereby assigns buyer is obliged to us all claims 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 its customers that result from the sale of the Retained Goods prior to its full paymenttheft, fire and water damage at replacement value. If the Retained Goods are sold together with other goods that are not owned by us prior maintenance and inspection work has to its full payment, then the purchaser shall assign to us such part of the claim resulting from the sale that is equal to the invoiced amount for the Retained Goods. If any item with respect to which title was retained is only partially owned by us and is soldbe carried out, the portion of the proceeds from the sale that pertains to us will be equal to our percentage of ownership buyer must carry this out in the item sold. The assignment under this clause shall, however, be subject to any restrictions or conditions on assignment in the contracts of the purchaser with its customers. The purchaser shall execute such documents as may be necessary to formalize or otherwise ensure the validity of any such assignmentgood time at his own expense.
4. We are granting revocable authority 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 purchaser third party is not in a position to collect any claims resulting from reimburse us for the further sale judicial and extrajudicial costs of an action pursuant to § 771 ZPO (Code of German Civil Procedure), the Retained Goods prior to buyer shall be liable for the purchaser’s full payment of the same to us. If requested or required loss incurred 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.
5. The purchaser must notify 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 undue delay if or after processing. The buyer remains revocably authorised to collect the Retained Goods 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 encumbered or if our rights are adversely affected by to be informed immediately of third parties in any other wayparty dispositions concerning the reserved goods.
6. To the extent that mandatory legal provisions The treatment and processing or transformation of the Philippines do 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 allow 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 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 exceeds the claims to be secured by more than 20 %.
8. If the retention of title provision within or assignment is not effective under the meaning law of Article VI 1-6 the country in which the goods are located, the security closest to the retention of these T&Ctitle or assignment in that country shall be deemed agreed. If this requires the cooperation of the customer, but provides for other forms of security the customer shall perform all legal acts necessary to secure payment claims of sellers, we hereby reserve establish and maintain such rights. The purchaser is obligated to cooperate with us with respect to all actions we may reasonably request to be undertaken in order to protect our title and other rights with respect to the Retained Goods.
Appears in 1 contract
Samples: General Terms and Conditions of Sale
Retention of Title. 1. We retain reserve title to the goods until full settlement of all goods delivered by us until all outstanding amounts due us have been fully paid to us and claims resulting arising from the sale an ongoing business relationship, regardless of the products to legal basis on which they arise. In case of a current account, the purchaser have been satisfied (“Retained Goods”)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 shall always be performed for us as manufacturer. We shall not incur any liability from this. If the Retained Goods become part of reserved goods are processed or transformed with other goods not supplied by us, we shall receive a new item by way of connection to or incorporation in an item owned by the purchaser prior to full payment of the Retained Goods, it is hereby agreed that we and the purchaser shall become co-owners of the new item. Our co-ownership share shall be determined by our respective or proportionate interests in the new itemobject in the ratio of the value of the reserved goods to the value of the other processed or transformed goods at the time of processing or transformation. If our title in the reserved goods expires due to combination or mixing, the Customer hereby assigns his (co-)ownership rights in the new object or 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.
34. The purchaser hereby assigns 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 all on time. The Customer is obligated to resell the reserved goods only under retention of title and to ensure that the claims against its customers that result from the such further sale transactions can be transferred to us.
5. The Customer's claim from a further sale of the Retained Goods prior reserved goods is hereby assigned to its full paymentus. We accept the assignment. The claim shall serve as collateral for us to the same extent as the reserved goods. If the Retained Goods are sold Customer sells the reserved goods together with other goods that are not owned supplied by us prior to its full paymentus, then the purchaser shall assign to us such part assignment of the claim resulting from the sale that is equal shall only apply to the invoiced amount for the Retained Goods. If any item with respect to which title was retained is only partially owned by us and is sold, the portion 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, however, be subject to any restrictions or conditions on assignment in the contracts of the purchaser with its customers. The purchaser shall execute such documents as may be necessary to formalize or otherwise ensure the validity of any such assignment.
4. We are granting revocable authority to the purchaser to collect any claims invoice resulting from the further sale of the Retained Goods prior to the purchaser’s full payment our reserved goods. In case of the same to ussale of the goods in accordance with item 3 or the statutory provisions governing the combination and mixing of the item in our co-ownership, the assignment of the claim shall apply in the amount of our co-ownership share.
6. If requested the Customer includes any claims from the further sale of reserved goods in a current-account relationship with his own customers, he hereby assigns an acknowledged or required 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 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 third parties, impaired creditworthiness and trustworthiness or dissolution of the Customer's company, as well as in case of a violation of contractual obligations by usthe Customer pursuant to item 3 of this section. In that case, the purchaser shall notify its customer Customer is obligated to inform his customers of the assignment of the claim and deliver to us without undue delay, and to provide us with all information and documents required for collection. Furthermore, he shall then be obligated to enforce our rightssurrender any securities due to him for claims against his customers to us or transfer them to us.
59. If the value that can be realised from our existing collateral exceeds our secured claims by more than 15%, will release collateral of our choice at the purchaser's request upon request.
10. The purchaser must notify Customer is obligated to inform us without undue delay if the Retained Goods are encumbered about any attachment or if our rights are adversely affected by third parties in any other wayor factual impairment of or danger to the reserved goods or our other collateral.
611. To The Customer undertakes to sufficiently insure the extent that mandatory legal provisions reserved goods, in particular against fire, water, storm, lightning and theft. He hereby assigns his claims from the insurance contracts to us.
12. We have the right to withdraw from the contract and demand return of the Philippines do not allow a retention goods due to breach of title provision contract by the Customer, in particular in case of default in payment or breach of an obligation under this section. In this case, the Customer hereby consents to us removing the reserved goods or - if we are the sole owner - the New Object within the meaning of Article VI 1-6 item 3 of these T&Cthis section, but provides for other forms of security to secure payment claims of sellers, we hereby reserve such rightsfrom the Customer's premises or having them removed. The purchaser is obligated Customer shall give us, or persons charged by us, access to cooperate with us with respect to all actions we may reasonably request to be undertaken in order to protect our title and other rights with respect to perform these measures, as well as for a general inspection of the Retained Goodsreserved goods or New Objects at any time.
Appears in 1 contract
Samples: General Terms and Conditions