Common use of Retention of Title Clause in Contracts

Retention of Title. Title in the Products delivered will remain vested in AkzoNobel until the purchase price has been paid in full (retention of title). Pending payment Buyer will hold the unused Products in trust for AkzoNobel. Except for in a case of default Buyer may sell the Products in the ordinary course of its business. Buyer hereby assigns all claims in connection with the resale of the Products to AkzoNobel (extended retention of title). Buyer is entitled to collect these claims on behalf of AkzoNobel, unless being in default. If the Products delivered are processed, AkzoNobel shall be considered the manufacturer of the newly produced goods and shall directly acquire sole title to the newly produced goods. If the processing involves the use of other materials not supplied by AkzoNobel, AkzoNobel shall directly acquire joint title to the newly produced goods in the proportion of the invoice value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of such other materials. If the Products delivered by AkzoNobel are combined or blended with material owned by Buyer, which has to be considered the main material, Buyer shall transfer to AkzoNobel joint title to the newly produced goods in the proportion of the invoice value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of the main material. Buyer holds in custody for AkzoNobel any sole or joint ownership in the Products and the newly produced goods as set forth above at no expense for AkzoNobel and will insure those goods against defects or loss. Buyer hereby assigns all rights deriving from this insurance coverage to AkzoNobel. AkzoNobel hereby accepts this assignment. If Buyer is in default, AkzoNobel is entitled to retreat from the sale and to take back the Products or to claim from Buyer the cedation of the right of trover against any third party. Should a security right obtained in connection with these Terms and Conditions exceed AkzoNobel’s claims by more than 15 %, AkzoNobel hereby waives such security right to the extent it exceeds it own claims by more than this degree.

Retention of Title. Title The goods sold shall remain property of Seller until all claims arising out of our business relationship with Buyer have been satisfied, but the risk in the Products delivered will remain vested goods and all liability to third parties in AkzoNobel until respect therof shall pass to the purchase price has Buyer on delivery. If the goods have been paid processed or finished by Buyer, our title shall extend to the new finished product, but not to any waste streams from the processing or finishing.  If the goods have been processed, combined or mixed by Buyer with goods of Buyer or third parties, Seller shall acquire joint title pro rata, to that part of the goods that represents the invoiced value of our goods in full relation to the total value of the other goods which have been processed, combined or mixed.  In the event goods from Seller are combined or mixed with main goods (retention "Hauptsachen") of title)Buyer or of any third party, Buyer hereby assigns its rights to Seller with regard to the new products. Pending payment If Buyer will hold the unused Products in trust combines or mixes goods from Seller with main goods of a third party for AkzoNobelcompensation, Buyer hereby assigns to Seller its right to compensation from such third party. Except for in a case of default  Buyer may sell the Products may, in the ordinary course of its his business, resell any goods which are subject to Seller's retention of title. If, upon such resale, Buyer does not receive the full purchase price in advance or upon delivery of such goods, he shall agree with his customer a retention of title in accordance with these conditions. The Buyer hereby assigns to Seller all his claims in connection with arising from such resale and his rights arising from the resale of the Products to AkzoNobel (extended said agreement for retention of title). If so requested by Seller, the Buyer is shall advise his customer of such assignment of rights and shall provide Seller with the information and documents necessary to enforce Seller's rights. Notwithstanding the foregoing, Buyer shall only be entitled to collect these payments from claims on behalf of AkzoNobel, unless being in default. If the Products delivered are processed, AkzoNobel shall be considered the manufacturer of the newly produced goods and shall directly acquire sole title from such resale to the newly produced goods. If the processing involves the use of other materials not supplied by AkzoNobel, AkzoNobel shall directly acquire joint title to the newly produced goods in the proportion of the invoice value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of such other materials. If the Products delivered by AkzoNobel are combined or blended with material owned by Buyer, which has to be considered the main material, Buyer shall transfer to AkzoNobel joint title to the newly produced goods in the proportion of the invoice value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of the main material. Buyer holds in custody for AkzoNobel any sole or joint ownership in the Products and the newly produced goods as set forth above at no expense for AkzoNobel and will insure those goods against defects or loss. Buyer hereby assigns all rights deriving from this insurance coverage to AkzoNobel. AkzoNobel hereby accepts this assignment. If Buyer is in default, AkzoNobel is entitled to retreat from the sale and to take back the Products or to claim from Buyer the cedation of the right of trover against any third partyparty as long as Buyer properly satisfies his obligations to Seller. Should a  In the event that the security right obtained in connection with these Terms and Conditions interests granted to Seller exceed AkzoNobel’s claims by more than 15 %10 percent the value of Seller's claims arising out of our business relationship with Buyer, AkzoNobel hereby waives such Seller shall, upon written request, be obligated to release security right to the extent it exceeds it own claims by more than this degree.interests in excess of said limitation. 

Retention of Title. 5.1 Title to the membrane bundles supplied by Membrana shall remain with Membrana until the purchase price for such bundles has been paid in the Products delivered will remain vested full. EIR may not pledge or give a security interest in AkzoNobel bundles supplied by Membrana until the purchase price has been paid in full (retention of title). Pending payment Buyer will hold the unused Products in trust for AkzoNobel. Except for in a case of default Buyer full. 5.2 EIR may sell products incorporating the Products bundles in the ordinary course of its businessbusiness before payment has been made in full. Buyer EIR hereby assigns to Membrana all future rights and claims towards EIR's customers resulting from the sales of products incorporating Membrana bundles for which the purchase price has not yet been paid in connection with the resale full; provided that (a) EIR shall have no obligation to notify its customers of this assignment unless it is in payment default for a period of [**] following written notice from Membrana, and (b) Membrana agrees that it shall not exercise any rights against such customers until providing EIR [**] prior written notice of the Products payment default and its intent to AkzoNobel (extended retention recover against customers. Membrana shall exercise no rights against such customers in the event payment is made within [**] of title). Buyer this notice. 5.3 EIR is entitled to collect these claims on behalf the proceeds of AkzoNobelproducts sold incorporating Membrana bundles, unless being which proceeds shall, to the extent of, and in default. If the Products delivered are processedevent the purchase price therefore has not yet been fully paid by EIR, AkzoNobel become ipso jure property of Membrana, and which shall be considered the manufacturer held by EIR separately from other means of payment for Membrana's benefit until payment in full of the newly produced goods purchase price has been made. Thereafter, all rights of Membrana in such proceeds shall be void. 5.4 In the event Membrana's retention of title loses its validity, EIR shall be obligated to grant Membrana, without delay, reasonable security for the bundles not yet paid for. 5.5 EIR shall obtain commercially reasonable insurance for bundles subject to retention of title to cover any loss of such bundles, and shall directly acquire sole title to the newly produced goods. If the processing involves the use provide Membrana a certificate of other materials not supplied by AkzoNobel, AkzoNobel shall directly acquire joint title to the newly produced goods in the proportion of the invoice value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of such other materials. If the Products delivered by AkzoNobel are combined or blended with material owned by Buyer, which has to be considered the main material, Buyer shall transfer to AkzoNobel joint title to the newly produced goods in the proportion of the invoice value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of the main material. Buyer holds in custody for AkzoNobel any sole or joint ownership in the Products and the newly produced goods as set forth above at no expense for AkzoNobel and will insure those goods against defects or loss. Buyer hereby assigns all rights deriving from this insurance coverage to AkzoNobel. AkzoNobel hereby accepts this assignment. If Buyer is in upon its request. 5.6 In the event EIR does not pay for the bundles within [**] of written notice of a payment default, AkzoNobel is entitled or if EIR becomes insolvent, EIR must, at the request of Membrana, surrender the bundles in its possession that are subject to retreat from the sale and retention of title to take Membrana. The taking back the Products or of goods subject to claim from Buyer the cedation retention of title does not constitute a termination of the right of trover against any third party. Should a security right obtained in connection with these Terms and Conditions exceed AkzoNobel’s claims by more than 15 %, AkzoNobel hereby waives such security right to the extent it exceeds it own claims by more than this degreeAgreement.

Retention of Title. Title a) Shimadzu retains title to all goods delivered by Shimadzu until full payment of the corresponding invoice amounts plus interest and costs. Shimadzu has the right to determine on which parts of the total liabilities payments on account of the Buyer are to be credited. b) If the delivered goods are combined with another movable item in such a way that they are to be regarded as an integral part of a new item, the Products Buyer hereby assigns proportionate co-ownership of the new item to Shimadzu. The Buyer shall exercise possession of the new item on behalf of Shimadzu. c) The Buyer may resell the contractual goods delivered will remain vested by Shimadzu - provided he is not in AkzoNobel until default with the payment of the purchase price has been paid - in full (proper business transactions under retention of title)title against payment in cash or by bill of exchange. Pending payment As long as the goods under retention of title are with the Buyer, the Buyer will hold the unused Products shall keep them in trust for AkzoNobel. Except for in Shimadzu with the diligence of a case prudent businessman. d) If the Buyer sells the goods under retention of default Buyer may sell title together with others, the Products in the ordinary course of its business. Buyer hereby assigns all to Shimadzu the claims in connection with arising from the resale of the Products retained goods in the full amount, and in case of prior processing or mixing with goods not belonging to AkzoNobel (extended Shimadzu, in the amount of the value of the processed goods under retention of title)title as shown on the corresponding invoice between Shimadzu and the Buyer. If such sale of goods is made together with other goods not supplied by Shimadzu for a total price, the Buyer hereby assigns to Shimadzu its purchase price claim to the extent of the value of the goods under retention of title invoiced by Shimadzu to Buyer. In each of these aforementioned cases, the Buyer who resells the goods under retention of title in accordance with clause 8. lit. f) of the GTC undertakes to make a corresponding note in its books and on its related invoices. e) Upon Shimadzu's request, the Buyer is entitled obliged to collect these claims on behalf notify the third-party debtor of AkzoNobelthe assignment to Shimadzu, unless being in defaultstating the amount of Shimadzu's claim. He must provide Shimadzu with all information necessary to assert Shimadzu's rights and he must hand over all pertinent documents. If the Products delivered are processed, AkzoNobel shall be considered the manufacturer of the newly produced goods and shall directly acquire sole title to the newly produced goods. If the processing involves the use of other materials not supplied by AkzoNobel, AkzoNobel shall directly acquire joint title to the newly produced goods in the proportion of the invoice value of the Products delivered by AkzoNobel claims assigned to Shimadzu exceeds Shimadzu's outstanding total claim against the invoice value (or, if the invoice value cannot be determined to the market value) of such other materials. If the Products delivered by AkzoNobel are combined or blended with material owned by Buyer, which has to be considered the main material, Buyer shall transfer to AkzoNobel joint title to the newly produced goods in the proportion of the invoice value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of the main material. Buyer holds in custody for AkzoNobel any sole or joint ownership in the Products and the newly produced goods as set forth above at no expense for AkzoNobel and will insure those goods against defects or loss. Buyer hereby assigns all rights deriving from this insurance coverage to AkzoNobel. AkzoNobel hereby accepts this assignment. If Buyer is in default, AkzoNobel is entitled to retreat from the sale and to take back the Products or to claim from Buyer the cedation of the right of trover against any third party. Should a security right obtained in connection with these Terms and Conditions exceed AkzoNobel’s claims by more than 15 %20% (twenty percent), AkzoNobel hereby waives such security right Shimadzu is obliged to retransfer the extent it exceeds it own claims by more than this degreeexcess portion upon Xxxxx's request.

Retention of Title. Title in the Products delivered will remain vested in AkzoNobel until the purchase price has been paid in full (retention VDL Castings reserves right of title). Pending payment Buyer will hold the unused Products in trust for AkzoNobel. Except for in a case of default Buyer may sell the Products in the ordinary course of its business. Buyer hereby assigns all claims in connection with the resale of the Products to AkzoNobel (extended retention of title). Buyer is entitled to collect these claims on behalf of AkzoNobel, unless being in default. If the Products delivered are processed, AkzoNobel shall be considered the manufacturer of the newly produced goods and shall directly acquire sole title to the newly produced goodsParts delivered until all payment obligations of the Customer with regard to the Parts delivered are fulfilled. For deliveries in Germany, VDL Castings and the Customer hereby agree to the exclusive application of German law with regard to (the agreement of) retention of title rights: a. VDL Castings retains the ownership of the delivered Parts as security for all claims to which it is entitled under the present and future business relationship until all claims against the Customer (and its group companies) have been settled, however the Parts are at the Customer's risk and expense; b. VDL Castings’ ownership shall extend to any new object manufactured by processing the delivered Parts. The Customer shall manufacture the new object for VDL Castings’ to the exclusion of its own acquisition of ownership and shall keep it in safe custody for VDL Castings. This shall not give rise to any claims against VDL Castings; c. If the processing involves the use VDL Castings’ delivered Parts are processed with goods of other materials not supplied by AkzoNobelsuppliers whose ownership rights also continue in the new object, AkzoNobel VDL Castings shall directly acquire joint title co-ownership in the new object together with these other suppliers - to the newly produced goods in exclusion of the proportion Customer's acquisition of co-ownership - whereby VDL Castings' co-ownership share corresponds to the ratio of the invoice value of the Products delivered by AkzoNobel deliveredmaximum amount of fifteen per cent (15%) of the agreed purchase Parts to the invoice value (or, if the invoice value cannot be determined to the market value) of such other materials. If the Products delivered by AkzoNobel are combined or blended with material owned by Buyer, which has to be considered the main material, Buyer shall transfer to AkzoNobel joint title to the newly produced goods in the proportion of the total invoice value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of the main material. Buyer holds in custody for AkzoNobel any sole or joint ownership in the Products and the newly produced goods as set forth above at no expense for AkzoNobel and will insure those goods against defects or loss. Buyer all co-processed reserved goods; d. The Customer hereby assigns all rights deriving from this insurance coverage to AkzoNobel. AkzoNobel hereby accepts this assignment. If Buyer is in default, AkzoNobel is entitled to retreat VDL Castings - as security - his claims from the sale of the delivered and in the future to be delivered Parts, together with all ancillary rights, to the extent of VDL Casting's share of ownership; e. In the event of processing within the framework of a contract for works and/or services, the claim for payment of these works and services up to the amount of the proportionate amount VDL Castings' invoice for the (co- processed) delivered Parts shall be assigned to VDL Castings here and now; f. As long as the Customer duly fulfils his obligations arising from the business relationship with VDL Castings, he may dispose of the Parts owned by VDL Castings in the ordinary course of his business and collect the claims assigned to VDL himself; g. In the event of default in payment or justified doubts as to the solvency or creditworthiness of the Customer, VDL Castings shall be entitled to collect the assigned claims and take back the Products or Parts subject to claim from Buyer retention of title; h. Payments by cheque/xxxx of exchange shall not be deemed to have been made until the cedation of bills have been honoured by the right of trover against any third party. Should a security right obtained in connection with these Terms and Conditions exceed AkzoNobel’s claims by more than 15 %, AkzoNobel hereby waives such security right to the extent it exceeds it own claims by more than this degreeCustomer.

Retention of Title. Title in the Products delivered will remain vested in AkzoNobel until the purchase price has been paid in full (retention of title). Pending payment Buyer will hold the unused Products in trust for AkzoNobel. Except for in a case of default Buyer may sell the Products in the ordinary course of its business. Buyer hereby assigns all claims in connection with the resale of the Products to AkzoNobel (extended retention of title). Buyer Xxxxx is entitled to collect these claims on behalf of AkzoNobel, unless being in default. If the Products delivered are processed, AkzoNobel shall be considered the manufacturer of the newly produced goods and shall directly acquire sole title to the newly produced goods. If the processing involves the use of other materials not supplied by AkzoNobel, AkzoNobel shall directly acquire joint title to the newly produced goods in the proportion of the invoice value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of such other materials. If the Products delivered by AkzoNobel are combined or blended with material owned by Buyer, which has to be considered the main material, Buyer shall transfer to AkzoNobel joint title to the newly produced goods in the proportion of the invoice value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of the main material. Buyer Xxxxx holds in custody for AkzoNobel any sole or joint ownership in the Products and the newly produced goods as set forth above at no expense for AkzoNobel and will insure those goods against defects or loss. Buyer hereby assigns all rights deriving from this insurance coverage to AkzoNobel. AkzoNobel XxxxXxxxx hereby accepts this assignment. If Buyer is in default, AkzoNobel is entitled to retreat from the sale and to take back the Products or to claim from Buyer the cedation of the right of trover against any third party. Should a security right obtained in connection with these Terms and Conditions exceed AkzoNobelXxxxXxxxx’s claims by more than 15 %, AkzoNobel hereby waives such security right to the extent it exceeds it own claims by more than this degree.

Retention of Title. Title The Seller shall retain absolute ownership of the property in the Products delivered will remain vested in AkzoNobel Goods which shall not pass to the Buyer and the Buyer shall keep and retain the Goods as bailee for and on behalf of the Seller and shall deliver up the Goods to the Seller at the Seller's request until the purchase Seller has received full payment of the price has been paid of the Goods and full payment of any other sums whatsoever which are outstanding from the Buyer to the Seller whether or not due and owing, and until such time the Buyer: a) shall insure the Goods against usual risks with an insurance office of repute. b) shall store separately the Goods or in full (retention some way ensure that the Goods are readily identifiable as the property of title)the Seller. Pending payment c) irrevocably authorises the representatives of the Seller at any time in circumstances where the provisions of Conditions 17 may apply to enter upon the Buyer's premises where the Goods are or are thought by the Seller to be stored for the purpose of repossessing the Goods. d) shall keep and retain the Goods free from any charge lien or other encumbrance. Provided always that no circumstances have arisen where the provisions of Condition 17 may apply the Buyer will hold the unused Products in trust shall be entitled to offer for AkzoNobel. Except for in a case of default Buyer may sale and sell the Products Goods in the ordinary course of its business. Buyer hereby assigns all claims in connection with business as principal and not as agent at the resale of best obtainable price and upon such sale the Products to AkzoNobel (extended retention of title). Buyer is Seller shall be legally and beneficially entitled to collect these claims the proceeds of sale and the Buyer shall pay such proceeds of sale into a separate account or otherwise shall ensure that all such proceeds of sale are kept by or on behalf of AkzoNobel, unless being the Buyer in defaulta separate and identifiable form. In particular but without prejudice to the generality of the foregoing the Buyer shall not pay the proceeds of sale into any bank account which is overdrawn. Further forthwith upon receipt of the proceeds of sale the Buyer shall pay to the Seller any of the aforesaid sums outstanding to the Seller and shall not use or deal with the proceeds of sale in any way whatsoever until such sums have been paid. If the Products delivered are processed, AkzoNobel shall be considered the manufacturer of the newly produced goods and shall directly acquire sole title to the newly produced goods. If the processing involves the use of other materials not supplied by AkzoNobel, AkzoNobel shall directly acquire joint title to the newly produced goods in the proportion of the invoice value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of such other materials. If the Products delivered by AkzoNobel are combined or blended with material owned by Buyer, which has to be considered the main material, Buyer shall transfer to AkzoNobel joint title to the newly produced goods in the proportion of the invoice value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of the main material. Buyer holds in custody for AkzoNobel any sole or joint ownership in the Products and the newly produced goods as set forth above at no expense for AkzoNobel and will insure those goods against defects or loss. Buyer hereby assigns all rights deriving from this insurance coverage to AkzoNobel. AkzoNobel hereby accepts this assignment. If Buyer is in default, AkzoNobel is entitled to retreat from the sale and to take back the Products or to claim from Buyer the cedation breach of the right of trover against any third party. Should a security right obtained in connection with these Terms and Conditions exceed AkzoNobel’s claims by more than 15 %, AkzoNobel hereby waives such security right to the extent it exceeds it own claims by more than this degree12.2.

Retention of Title. Title 7.1 LDCJS retains title to the Delivered Products until full payment of (i) all amounts due under the Contract, and (ii) all present and future claims arising out of the business relationship between LDCJS and the Buyer, or its associated or subsidiary companies and affiliates. 7.2 The Buyer’s failure to make payment in accordance with (i) the Contract, and/or (ii) all present and future claims arising out of the business relationship between LDCJS and the Buyer, or its associated or subsidiary companies and affiliates, shall (i) entitle LDCJS to exercise a lien over the Products or any other products due to be delivered will remain vested to the Buyer or its associated or subsidiary companies and affiliates, and (ii) give LDCJS the right to take back Delivered Products. The Buyer undertakes to assist and allow LDCJS and/or its representatives to enter the Buyer’s, Receiving Party’s and/or the Buyer’s agents or representatives’ premises during normal business hours and to remove all or part of the Delivered Products. All costs incurred by LDCJS in AkzoNobel until relation to such actions shall be for the purchase price has been paid Buyer’s account. 7.3 Having (i) exercised a lien over, and/or (ii) taken the Delivered Products back, in full (retention accordance with sub- paragraph 7.2 above, LDCJS shall be entitled to sell them and apply the proceeds against the liabilities of title)the Buyer, net of the costs of sale. Pending payment Any profit made on resale shall belong to LDCJS, and LDCJS shall be under no duty to account to the Buyer. 7.4 The Buyer will hold the unused Products in trust for AkzoNobel. Except for in a case of default Buyer may sell shall be entitled to process the Products in within the ordinary course of its business. If title to the goods is lost as a result of processing, the Buyer hereby transfers, in advance, the title to the object arising from any such process to LDCJS, to secure any claims by LDCJS which arise in respect of LDCJS’s retention of title. 7.5 As a precautionary measure, the Buyer hereby assigns to LDCJS all its claims in connection with the resale from any sub-sales of the Products to AkzoNobel (extended retention its sub-buyers pending payment of title)the sums referred to in sub-paragraph 7.1 above. Buyer is LDCJS hereby accepts such assignment. LDCJS shall be entitled to collect these claims on behalf any such assigned claim. 7.6 The Buyer shall immediately inform LDCJS in writing of AkzoNobel, unless being any attachment or 3rd party intervention in defaultrespect of the Products. If the Products delivered are processed, AkzoNobel The Buyer shall be considered the manufacturer of the newly produced goods liable for and shall directly acquire sole title to the newly produced goods. If the processing involves the use of other materials not supplied by AkzoNobel, AkzoNobel shall directly acquire joint title to the newly produced goods reimburse LDCJS for any costs associated with intervening in the proportion of the invoice value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of any such other materials. If the Products delivered by AkzoNobel are combined attachment or blended with material owned by Buyer, which has to be considered the main material, Buyer shall transfer to AkzoNobel joint title to the newly produced goods in the proportion of the invoice value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of the main material. Buyer holds in custody for AkzoNobel any sole or joint ownership in the Products and the newly produced goods as set forth above at no expense for AkzoNobel and will insure those goods against defects or loss. Buyer hereby assigns all rights deriving from this insurance coverage to AkzoNobel. AkzoNobel hereby accepts this assignment. If Buyer is in default, AkzoNobel is entitled to retreat from the sale and to take back the Products or to claim from Buyer the cedation of the right of trover against any third party. Should a security right obtained in connection with these Terms and Conditions exceed AkzoNobel’s claims by more than 15 %, AkzoNobel hereby waives such security right to the extent it exceeds it own claims by more than this degree3rd party proceeding.

Retention of Title. Title in the Products delivered will remain vested in AkzoNobel until the purchase price has been paid in full (retention of title). Pending payment Buyer will hold the unused Products in trust for AkzoNobel. Except for in a case of default Buyer may sell the Products in the ordinary course of its business. Buyer hereby assigns all claims in connection with the resale of the Products to AkzoNobel (extended retention of title). Buyer is entitled to collect these claims on behalf of AkzoNobel, unless being in default. If the Products delivered are processed, AkzoNobel shall be considered the manufacturer of the newly produced goods and shall directly acquire sole 1) Seller retains title to the newly produced goods under this Contract or, except where the governing law is Italian law, any other contract between Buyer and Seller until full payment of the price of all goods. If Subject to this clause 4, Buyer shall segregate the processing involves delivered goods from other goods, post signs to indicate that the use of other materials goods are owned by Seller and keep the goods in good condition and insured against all risks for not supplied by AkzoNobelless than the Contract Price. Except where the governing law is English law or Italian law, AkzoNobel shall directly acquire joint as a general guaranty, Seller also retains title to the newly produced sold goods in until all current and future claims arising from this Contract and any existing business relationship (secured claims) have been fully settled, and if the proportion of the invoice marketable value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of such other materials. If the Products delivered by AkzoNobel are combined or blended with material owned by Buyer, which has to be considered the main material, Buyer shall transfer to AkzoNobel joint title to the newly produced goods in the proportion of the invoice value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of the main material. Buyer holds in custody for AkzoNobel any sole or joint ownership in the Products and the newly produced goods as set forth above at no expense for AkzoNobel and will insure those goods against defects or loss. Buyer hereby assigns all rights deriving from this insurance coverage to AkzoNobel. AkzoNobel hereby accepts this assignment. If Buyer is in default, AkzoNobel is entitled to retreat from the sale and to take back the Products or to claim from Buyer the cedation of the right of trover against any third party. Should a security right obtained in connection with these Terms and Conditions exceed AkzoNobelsecurities exceeds Seller’s claims by more than 15 10%, AkzoNobel hereby waives such security right upon Xxxxx’s request, Seller shall release securities at Seller’s option. (2) Except where the governing law is English law, in the case of a breach of contract by Xxxxx, Seller is entitled to cancel this Contract and reclaim the goods at Buyer’s expense on the basis of the retention of title and the cancellation unless applicable statutory law obliges Seller to set an appropriate grace period to remediate the breach of contract. (3) Buyer is entitled to resell and/or process the retention goods in the proper course of business. In this case, except where the governing law is English law or Italian law, the following provisions shall apply additionally: (a) The retention of title covers products manufactured from Seller’s goods through processing, blending or combining at their full value, in which case Seller shall be deemed the manufacturer of the manufactured products. If any person who is not a party to this Contract (a “third party”) has retained title to its goods in case of processing, blending or combining, Seller shall acquire joint ownership at a ratio of the invoiced value of the processed, blended or combined goods. Furthermore, the provisions regarding the retention goods shall also apply to the extent it exceeds it own manufactured products. (b) Buyer hereby transfers title to any claims against third parties arising from the resale of the goods or the manufactured product in their entirety or at the ratio of Seller’s joint ownership according to paragraph (a) above to Seller by more than way of security. Seller accepts this degreetransfer. (c) Xxxxx shall remain entitled to collect the claim against a third party alongside with Xxxxxx. Seller undertakes not to collect the claim as long as Buyer meets its payment obligations vis-à-vis Seller, is not in default of payment, has not made an application for the initiation of insolvency or similar proceedings and does not lack financial capacity in other respects. If this is however the case, Xxxxxx is entitled to ask Xxxxx to disclose any transferred claims as well as the debtors to Seller, to provide Seller with all information necessary to collect such claims, to hand over the related documents and to inform the debtors (third parties) of the transfer by way of security to Seller.

Retention of Title. Title in the Products delivered will remain vested in AkzoNobel until the purchase price has been paid in full (retention VDL Castings reserves right of title). Pending payment Buyer will hold the unused Products in trust for AkzoNobel. Except for in a case of default Buyer may sell the Products in the ordinary course of its business. Buyer hereby assigns all claims in connection with the resale of the Products to AkzoNobel (extended retention of title). Buyer is entitled to collect these claims on behalf of AkzoNobel, unless being in default. If the Products delivered are processed, AkzoNobel shall be considered the manufacturer of the newly produced goods and shall directly acquire sole title to the newly produced goodsParts delivered until all payment obligations of the Customer with regard to the Parts delivered are fulfilled. For deliveries in Germany, VDL Castings and the Customer hereby agree to the exclusive application of German law with regard to (the agreement of) retention of title rights: a. VDL Castings retains the ownership of the delivered Parts as security for all claims to which it is entitled under the present and future business relationship until all claims against the Customer (and its group companies) have been settled, however the Parts are at the Customer's risk and expense; b. VDL Castings’ ownership shall extend to any new object manufactured by processing the delivered Parts. The Customer shall manufacture the new object for VDL Castings’ to the exclusion of its own acquisition of ownership and shall keep it in safe custody for VDL Castings. This shall not give rise to any claims against VDL Castings; c. If the processing involves the use VDL Castings’ delivered Parts are processed with goods of other materials not supplied by AkzoNobelsuppliers whose ownership rights also continue in the new object, AkzoNobel VDL Castings shall directly acquire joint title co-ownership in the new object together with these other suppliers - to the newly produced goods in exclusion of the proportion Customer's acquisition of co- ownership - whereby VDL Castings' co-ownership share corresponds to the ratio of the invoice value of the Products delivered by AkzoNobel Parts to the invoice value (or, if the invoice value cannot be determined to the market value) of such other materials. If the Products delivered by AkzoNobel are combined or blended with material owned by Buyer, which has to be considered the main material, Buyer shall transfer to AkzoNobel joint title to the newly produced goods in the proportion of the total invoice value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of the main material. Buyer holds in custody for AkzoNobel any sole or joint ownership in the Products and the newly produced goods as set forth above at no expense for AkzoNobel and will insure those goods against defects or loss. Buyer all co-processed reserved goods; d. The Customer hereby assigns all rights deriving from this insurance coverage to AkzoNobel. AkzoNobel hereby accepts this assignment. If Buyer is in default, AkzoNobel is entitled to retreat VDL Castings - as security - his claims from the sale of the delivered and in the future to be delivered Parts, together with all ancillary rights, to the extent of VDL Casting's share of ownership; e. In the event of processing within the framework of a contract for works and/or services, the claim for payment of these works and services up to the amount of the proportionate amount VDL Castings' invoice for the (co- processed) delivered Parts shall be assigned to VDL Castings here and now; f. As long as the Customer duly fulfils his obligations arising from the business relationship with VDL Castings, he may dispose of the Parts owned by VDL Castings in the ordinary course of his business and collect the claims assigned to VDL himself; g. In the event of default in payment or justified doubts as to the solvency or creditworthiness of the Customer, VDL Castings shall be entitled to collect the assigned claims and take back the Products or Parts subject to claim from Buyer retention of title; h. Payments by cheque/xxxx of exchange shall not be deemed to have been made until the cedation of bills have been honoured by the right of trover against any third party. Should a security right obtained in connection with these Terms and Conditions exceed AkzoNobel’s claims by more than 15 %, AkzoNobel hereby waives such security right to the extent it exceeds it own claims by more than this degreeCustomer.

Retention of Title. Title (a) Products shall remain OLEDWorks' property until the payment of all claims in respect of the business relationship with the Buyer, including any future claims. The retention of title shall also extend to any Products delivered by way of exchange. (b) With respect to sales by OLEDWorks GmbH, if applicable, if the Products under retention of title should be combined in the meaning of sections 947 of the German Civil Code (BGB) with other items that do not belong to OLEDWorks GmbH, OLEDWorks GmbH shall have a right to co-ownership of the new item in the same ratio as that between the value of the Products delivered will remain vested in AkzoNobel until the purchase price has been paid in full (under retention of title), including VAT, and the value of the other items processed or combined at the time of processing or combination. Pending payment Buyer will hold shall store the unused Products in trust for AkzoNobel. Except for in a case item on behalf of default OLEDWorks GmbH free of charge. (c) Until further notice Buyer may sell is authorized to dispose of the Products in under retention of title within the ordinary course framework of its businessordinary business operations. For this event Buyer hereby assigns all to OLEDWorks its claims in connection with the from a resale of the Products under retention of title (the resale price including VAT) - including the corresponding claims from bills of exchange and together with all ancillary claims. If Buyer should sell the Products under retention of title together with Products that do not belong to AkzoNobel OLEDWorks at a total price the assignment shall only apply to the sum which OLEDWorks has charged Buyer for the Products under retention of title which have been sold. (extended d) If Xxxxx's claims from the resale form part of the balance in a current account, Buyer hereby assigns to OLEDWorks its claims against its own customer in respect of the claims in the current account. The assignment shall apply to the resale price including VAT. (e) Until further notice Buyer shall be entitled to collect the claims that have been assigned to OLEDWorks. Any assignment or pledging of such a claim shall only be permissible with OLEDWorks' written consent. If Buyer defaults on payment or fails to comply with his obligations in respect of the retention of title), Buyer shall, on OLEDWorks' request, provide the debtors with written notification of the assignment, supply OLEDWorks with all information, submit and send OLEDWorks the documents and transfer any bills of exchange. If necessary, Buyer must grant OLEDWorks access to the relevant documents. (f) On the occurrence of the circumstances set out in Section 6 (e) sentence 3 Buyer must grant OLEDWorks access to the Products under retention of title which are still in its possession and send OLEDWorks an exact list of the Products. Buyer must separate these from other Products and return them to OLEDWorks after OLEDWorks has withdrawn from the contract. (g) If the value of this security exceeds the sum of OLEDWorks' claim by more than 20%, OLEDWorks shall at OLEDWorks' option and upon Buyer's request release the security. (h) Xxxxx must immediately notify OLEDWorks in writing if any third parties should seize the Products under retention of title or take possession of the claims assigned to OLEDWorks and must give OLEDWorks every possible support in the intervention. (i) The costs for complying with the said duty to co-operate in enforcing all rights in respect of the retention of title and for all arrangements made for the maintenance and storage of the Products shall be borne by Buyer. (j) In case of insolvency proceedings over Xxxxx's property OLEDWorks is entitled to collect these claims on behalf of AkzoNobel, unless being in default. If withdraw from the contract provided the Products delivered are processed, AkzoNobel shall be considered the manufacturer under retention of the newly produced goods and shall directly acquire sole title to the newly produced goods. If the processing involves the use of other materials have not supplied by AkzoNobel, AkzoNobel shall directly acquire joint title to the newly produced goods in the proportion of the invoice value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of such other materials. If the Products delivered by AkzoNobel are combined or blended with material owned by Buyer, which has to be considered the main material, Buyer shall transfer to AkzoNobel joint title to the newly produced goods in the proportion of the invoice value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of the main material. Buyer holds in custody for AkzoNobel any sole or joint ownership in the Products and the newly produced goods as set forth above at no expense for AkzoNobel and will insure those goods against defects or loss. Buyer hereby assigns all rights deriving from this insurance coverage to AkzoNobel. AkzoNobel hereby accepts this assignment. If Buyer is in default, AkzoNobel is entitled to retreat from the sale and to take back the Products or to claim from Buyer the cedation of the right of trover against any third party. Should a security right obtained in connection with these Terms and Conditions exceed AkzoNobel’s claims by more than 15 %, AkzoNobel hereby waives such security right to the extent it exceeds it own claims by more than this degreebeen fully paid.

Retention of Title. Title in the Products delivered will remain vested in AkzoNobel until the purchase price has been paid in full (retention of title). Pending payment Buyer will hold the unused Products in trust for AkzoNobel. Except for in a case of default Buyer may sell the Products in the ordinary course of its business. Buyer business and hereby assigns all claims in connection with the resale of the Products to AkzoNobel (extended retention of title). Buyer is entitled to collect these claims on behalf of AkzoNobel, unless being in default. If the Products delivered are processed, AkzoNobel shall be considered the manufacturer of the newly produced goods and shall directly acquire sole title to the newly produced goods. If the processing involves the use of other materials not supplied by AkzoNobel, AkzoNobel shall directly acquire joint title to the newly produced goods in the proportion of the invoice value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of such other materials. If the Products delivered by AkzoNobel are combined or blended with material owned by Buyer, which has to be considered the main material, Buyer shall transfer to AkzoNobel joint title to the newly produced goods in the proportion of the invoice value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of the main material. Buyer Xxxxx holds in custody for AkzoNobel any sole or joint ownership in the Products and the newly produced goods as set forth above at no expense for AkzoNobel and will insure those goods against defects or loss. Buyer hereby assigns all rights deriving from this insurance coverage to AkzoNobel. AkzoNobel hereby accepts this assignment. If Buyer is in default, AkzoNobel is entitled to retreat from the sale and to take back the Products or to claim from Buyer the cedation of the right of trover against any third party. Should a security right obtained in connection with these Terms and Conditions exceed AkzoNobelXxxxXxxxx’s claims by more than 15 %, AkzoNobel hereby waives such security right to the extent it exceeds it own claims by more than this degree115% of AkzoNobel’s claims.

Retention of Title. Title 7.1 LDCS retains title to the Delivered Products until full payment of (i) all amounts due under the Contract, and (ii) all present and future claims arising out of the business relationship between LDCS and the Buyer, or its associated or subsidiary companies and affiliates. 7.2 The Buyer’s failure to make payment in accordance with (i) the Contract, and/or (ii) all present and future claims arising out of the business relationship between LDCS and the Buyer, or its associated or subsidiary companies and affiliates, shall (i) entitle LDCS to exercise a lien over the Products or any other products due to be delivered will remain vested to the Buyer or its associated or subsidiary companies and affiliates, and (ii) give LDCS the right to take back Delivered Products. The Buyer undertakes to assist and allow LDCS and/or its representatives to enter the Buyer’s, Receiving Party’s and/or the Buyer’s agents or representatives’ premises during normal business hours and to remove all or part of the Delivered Products. All costs incurred by LDCS in AkzoNobel until relation to such actions shall be for the purchase price has been paid Buyer’s account. 7.3 Having (i) exercised a lien over, and/or (ii) taken the Delivered Products back, in full (retention accordance with sub- paragraph 7.2 above, LDCS shall be entitled to sell them and apply the proceeds against the liabilities of title)the Buyer, net of the costs of sale. Pending payment Any profit made on resale shall belong to LDCS, and LDCS shall be under no duty to account to the Buyer. 7.4 The Buyer will hold the unused Products in trust for AkzoNobel. Except for in a case of default Buyer may sell shall be entitled to process the Products in within the ordinary course of its business. If title to the goods is lost as a result of processing, the Buyer hereby transfers, in advance, the title to the object arising from any such process to LDCS, to secure any claims by LDCS which arise in respect of LDCS’s retention of title. 7.5 As a precautionary measure, the Buyer hereby assigns to LDCS all its claims in connection with the resale from any sub-sales of the Products to AkzoNobel (extended retention its sub-buyers pending payment of title)the sums referred to in sub-paragraph 7.1 above. Buyer is LDCS hereby accepts such assignment. LDCS shall be entitled to collect these claims on behalf any such assigned claim. 7.6 The Buyer shall immediately inform LDCS in writing of AkzoNobel, unless being any attachment or 3rd party intervention in defaultrespect of the Products. If the Products delivered are processed, AkzoNobel The Buyer shall be considered the manufacturer of the newly produced goods liable for and shall directly acquire sole title to the newly produced goods. If the processing involves the use of other materials not supplied by AkzoNobel, AkzoNobel shall directly acquire joint title to the newly produced goods reimburse LDCS for any costs associated with intervening in the proportion of the invoice value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of any such other materials. If the Products delivered by AkzoNobel are combined attachment or blended with material owned by Buyer, which has to be considered the main material, Buyer shall transfer to AkzoNobel joint title to the newly produced goods in the proportion of the invoice value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of the main material. Buyer holds in custody for AkzoNobel any sole or joint ownership in the Products and the newly produced goods as set forth above at no expense for AkzoNobel and will insure those goods against defects or loss. Buyer hereby assigns all rights deriving from this insurance coverage to AkzoNobel. AkzoNobel hereby accepts this assignment. If Buyer is in default, AkzoNobel is entitled to retreat from the sale and to take back the Products or to claim from Buyer the cedation of the right of trover against any third party. Should a security right obtained in connection with these Terms and Conditions exceed AkzoNobel’s claims by more than 15 %, AkzoNobel hereby waives such security right to the extent it exceeds it own claims by more than this degree3rd party proceeding.

Retention of Title. Title in 1. The title to all Goods delivered by the Products delivered will Seller to the Buyer shall remain vested in AkzoNobel the Seller until the purchase price has been paid in full (retention payment of title)all accounts receivable by the Seller from the Buyer for any reason whatso ever provided that under current account arrangements the title so retained shall be deemed to be security for any balance owed to the Seller. Pending payment The Buyer will hold shall not dispose of any of the unused Products in trust for AkzoNobel. Except for in a case of default Buyer may sell Goods the Products title to which is so vested in the Seller (“Title Reservation Goods”) other than in the Buyer’s ordinary course of its businessbusiness provided that the Buyer shall no longer have the right so to dispose of any Title Reservation Goods if and as soon as the Buyer fails to make payments when payments are due. The Buyer shall not have the right to pledge or to transfer by way of security the title to any Title Reservation Goods. The Buyer shall be obligated to maintain the rights of the Seller if the Title Reservation Goods are sold by the Buyer to any third party under credit arrangements. The Buyer shall promptly notify the Seller of any lien of attachment, execution or garnishment or any seizure or the like relating to any Title Reservation Goods. The Buyer hereby assigns all claims in connection with to the resale Seller and the Seller hereby accepts the Buyer’s assignment of any title to payment for any of the Products Goods resold by the Buyer to AkzoNobel (extended retention of title). any purchaser and any security received by the Buyer is entitled from any such purchaser for any such payment provided however that the Buyer shall, subject to any notice to the contrary given by the Seller, have the right to collect these claims on behalf any such payment and to enforce any such security at its cost. Upon the request of AkzoNobelthe Seller, unless being in defaultthe Buyer shall notify the Seller of the debtors against which titles to payment so assigned are held, the securities provided therefore, the type and the amount of the debt of each such debtor and the type and the amount of each such security and deliver to the Seller all documents which may be necessary to collect any amount so owed by any such debtor. Upon notice to the Buyer, the Seller shall have the right to notify any such debtor of the assignment of the title to payment by the Buyer to the Seller hereunder. 2. If the Products Goods are sold by the Buyer to any purchaser together with any other Goods the title to which is not vested in the Seller, then a share of the full title to payment of the Buyer under said sale to said purchaser equal to the price of said Goods agreed between the Buyer and the Seller shall be deemed to have been assigned by the Buyer to the Seller. 3. Upon the request of the Buyer, the Seller shall waive any title to Goods delivered by the Seller to the Buyer in as far as the value of all Goods the title to which has been retained by the Seller hereunder exceeds one hundred ten percent (110%) of the value of all titles to payment the Seller holds against the Buyer. 4. The Buyer shall, as of the transfer of risks associated with Title Reservation Goods, insure all Title Reservation Goods against any damage or loss or destruction as a result of any fire, inundation, flooding or theft or any destruction or loss or damage in transit provided that the Buyer shall notify the Seller promptly of any such destruction or loss or damage and shall, upon the request of the Seller, provide to the Seller any documentation of any such loss or damage such as, without limitation, any expert report on said destruction or loss or damage, the names of the insurers of said Xxxxx and, as requested by the Seller, the insurance policy or policies relating to the Title Reservation Goods or insurance certificates issued by the insurer or the insurers for the Title Reservation Goods. The Buyer hereby assigns to the Seller, conditionally as of the time of any such destruction or loss of or damage to any Goods, any title against any insurer or any party liable for any such destruction or loss or damage to a maximum amount equal to the price agreed for any such Goods affected by any such destruction or loss or damage by way of security for all moneys owed by the Buyer to the Seller. 5. Any processing of any Title Reservation Goods by the Buyer shall be for the Seller and the Seller shall be deemed to be the processor for the purposes of Section 950 of the German Civil Code. If Title Reservation Goods are processed, AkzoNobel shall be considered combined or mixed with other Goods the manufacturer title to which is not vested in the Seller, then a fraction of the newly produced goods and shall directly acquire sole title to the newly produced goodsnew product equal to the ratio between the price invoiced to the Buyer for the Goods so processed, combined or mixed and the sum of the price invoiced to the Buyer for the Goods so processed, combined or mixed and the price or prices invoiced to the Buyer for the other Goods so processed, combined or mixed shall be vested in the Seller. The Buyer shall be the custodian of any such new product the title to which is vested in the Seller in total or in part for the Seller. If any such Title Reservation Goods are processed, combined or mixed with Goods of the processing involves Buyer and the use Goods of other materials not supplied by AkzoNobelthe Buyer are the main constituents of the new product thereby created, AkzoNobel then the Buyer shall directly acquire joint be deemed to have transferred to the Seller a fraction of the title to any such new product computed in accordance with the newly produced goods in the proportion principles of the invoice value preceding sentence and shall be the custodian of said new product for the Seller. The provisions of Clauses 1 through 4 hereinabove applicable to Title Reservation Goods shall apply mutatis mutandis to any new product obtained by processing, combination or mixing in which the Seller acquires in total or in part a title through the operation of this Clause. 6. If these Standard Sales Terms have not been agreed effectively, any transfer of title to any of the Products delivered by AkzoNobel Goods shall be subject to the invoice value (or, if Seller receiving the invoice value cannot be determined to full price agreed between the market value) of such other materials. If the Products delivered by AkzoNobel are combined or blended with material owned by Buyer, which has to be considered the main material, Buyer shall transfer to AkzoNobel joint title to the newly produced goods in the proportion of the invoice value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of the main material. Buyer holds in custody for AkzoNobel any sole or joint ownership in the Products Seller and the newly produced goods as set forth above at no expense for AkzoNobel and will insure those goods against defects or loss. Buyer hereby assigns all rights deriving from this insurance coverage to AkzoNobel. AkzoNobel hereby accepts this assignment. If Buyer is in default, AkzoNobel is entitled to retreat from the sale and to take back the Products or to claim from Buyer the cedation of the right of trover against any third party. Should a security right obtained in connection with these Terms and Conditions exceed AkzoNobel’s claims by more than 15 %, AkzoNobel hereby waives such security right to the extent it exceeds it own claims by more than this degreetherefore.

Retention of Title. Title 1. Unless expressly otherwise agreed by the parties, Seller retains ownership of all Goods delivered to Buyer until: a. the handover document has been signed in accordance with article 16 of these General Terms and Conditions, if applicable; and b. full payment has been made of all sums that are or will be payable by Buyer for the Delivery of Goods under the Agreement. 2. If the Agreement is terminated in whole or in part by Seller or Buyer under article 7 of these General Terms and Conditions or on any other grounds, in the Products case of an Agreement whereby the Delivery of Goods is payable in instalments, Buyer shall pay the remaining amount outstanding on the investments that Seller has had to make in order to deliver the Goods to Buyer. 3. Buyer shall keep the Goods delivered will remain vested in AkzoNobel until under retention of title with care and recognisably as the purchase price has been paid in full (property of Seller. Buyer shall also insure these Goods against fire, water damage and theft. For the duration of the retention of title). Pending payment Buyer will hold the unused Products in trust for AkzoNobel. Except for in a case of default Buyer may sell the Products in the ordinary course of its business. Buyer hereby assigns all claims in connection with the resale of the Products to AkzoNobel (extended retention of title). Buyer is entitled to collect these claims on behalf of AkzoNobel, unless being in default. If the Products delivered are processed, AkzoNobel shall be considered the manufacturer of the newly produced goods and shall directly acquire sole title to the newly produced goods. If the processing involves the use of other materials not supplied by AkzoNobel, AkzoNobel shall directly acquire joint title to the newly produced goods in the proportion of the invoice value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of such other materials. If the Products delivered by AkzoNobel are combined or blended with material owned by Buyer, which has to be considered the main material, Buyer shall transfer not be permitted to AkzoNobel joint title to pledge, dispose of or otherwise encumber the newly produced goods in the proportion of the invoice value of the Products Goods delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of the main material. Buyer holds in custody for AkzoNobel any sole or joint ownership in the Products and the newly produced goods as set forth above at no expense for AkzoNobel and will insure those goods against defects or loss. Buyer hereby assigns all rights deriving from this insurance coverage to AkzoNobel. AkzoNobel hereby accepts this assignmentSeller. 4. If Buyer is in defaultfails to meet its obligations towards Seller, AkzoNobel is entitled or gives Seller good reason to retreat from fear that it will fail to meet those obligations, Seller shall have the sale and right to take back the Products or to claim from Buyer Goods delivered under retention of title. The cost of recovering Goods delivered shall be borne by Xxxxx. 5. Xxxxx accepts the cedation state and nature of the right Goods at the time when ownership of trover against the Goods is transferred from Seller to Buyer. 6. For such time as Seller is the owner of the Goods, Xxxxx shall immediately notify Seller in writing if the Goods have been damaged, have been or are in danger of being seized, or any third party. Should a security right obtained in connection with these Terms and Conditions exceed AkzoNobel’s claims by more than 15 %, AkzoNobel hereby waives such security right other claim is made to the extent it exceeds it own claims by more than this degreeGoods or any part thereof. Buyer shall on Seller’s first request inform Seller where the Goods are and, if so desired, grant Seller access to the Goods. 7. In the event of the seizure of all or part of the Goods, (provisional) suspension of payments or bankruptcy on the part of Buyer, Buyer shall immediately draw the attention of the bailiff carrying out the seizure, the receiver or the curator to Seller’s ownership rights.

Retention of Title. Title in 1. The title to all Goods delivered by the Products delivered will Seller to the Buyer shall remain vested in AkzoNobel the Seller until the purchase price has been paid in full (retention payment of title)all accounts receivable by the Seller from the Buyer for any reason whatsoever provided that under current account arrangements the title so retained shall be deemed to be security for any balance owed to the Seller. 2. Pending payment The Buyer will hold shall not dispose of any of the unused Products in trust for AkzoNobel. Except for in a case of default Buyer may sell Goods the Products title to which is so vested in the Seller (“Title Reservation Goods”) other than in the Buyer’s ordinary course of its businessbusiness provided that the Buyer shall no longer have the right so to dispose of any Title Reservation Goods if and as soon as the Buyer fails to make payments when payments are due. The Buyer shall not have the right to pledge or to transfer by way of security the title to any Title Reservation Goods. The Buyer shall be obligated to maintain the rights of the Seller if the Title reservation Goods are sold by the Buyer to any third party under credit arrangements. The Buyer shall promptly notify the Seller of any lien of attachment, execution or garnishment or any seizure or the like relating to any Title Reservation Goods. The Buyer hereby assigns all claims in connection with to the resale Seller and the Seller hereby accepts the Buyer’s assignment of any title to payment for any of the Products Goods resold by the Buyer to AkzoNobel (extended retention of title). any purchaser and any security received by the Buyer is entitled from any such purchaser for any such payment provided however that the Buyer shall, subject to any notice to the contrary given by the Seller, have the right to collect these claims on behalf any such payment and to enforce any such security at its cost. Upon the request of AkzoNobelthe Seller, unless being in defaultthe Buyer shall notify the Seller of the debtors against which titles to payment so assigned are held, the securities provided therefore, the type and the amount of the debt of each such debtor and the type and the amount of each such security and deliver to the Seller all documents which may be necessary to collect any amount so owed by any such debtor. Upon notice to the Buyer, the Seller shall have the right to notify any such debtor of the assignment of the title to payment by the Buyer to the Seller hereunder. 3. If the Products Goods are sold by the Buyer to any purchaser together with any other goods the title to which is not vested in the Seller, then a share of the full title to payment of the Buyer under said sale to said purchaser equal to the price of said Goods agreed between the Buyer and the Seller shall be deemed to have been assigned by the Buyer to the Seller. 4. Upon the request of the Buyer, the Seller shall waive any title to Goods delivered by the Seller to the Buyer in as far as the value of all Goods the title to which has been retained by the Seller hereunder exceeds one hundred ten percent (110%) of the value of all titles to payment the Seller holds against the Buyer. 5. The Buyer shall, as of the transfer of risks associated with Title Reservation Goods, insure all Title Reservation Goods against any damage or loss or destruction as a result of any fire, inundation, flooding or theft or any destruction or loss or damage in transit provided that the Buyer shall notify the Seller promptly of any such destruction or loss or damage and shall, upon the request of the Seller, provide to the Seller any documentation of any such loss or damage such as, without limitation, any expert report on said destruction or loss or damage, the names of the insurers of said Xxxxx and, as requested by the Seller, the insurance policy or policies relating to the Title Reservation Goods or insurance certificates issued by the insurer or the insurers for the Title Reservation Goods. The Buyer hereby assigns to the Seller, conditionally as of the time of any such destruction or loss of or damage to any Goods, any title against any insurer or any party liable for any such destruction or loss or damage to a maximum amount equal to the price agreed for any such Goods affected by any such destruction or loss or damage by way of security for all moneys owed by the Buyer to the Seller. 6. Any processing of any Title Reservation Goods by the Buyer shall be for the Seller and the Seller shall be deemed to be the processor for the purposes of Section 950 of the German Civil Code. If Title Reservation Goods are processed, AkzoNobel shall be considered combined or mixed with other goods the manufacturer title to which is not vested in the Seller, then a fraction of the newly produced goods and shall directly acquire sole title to the newly produced goodsnew product equal to the ratio between the price invoiced to the Buyer for the Goods so processed, combined or mixed and the sum of the price invoiced to the Buyer for the Goods so processed, combined or mixed and the price or prices invoiced to the Buyer for the other goods so processed, combined or mixed shall be vested in the Seller. The Buyer shall be the custodian of any such new product the title to which is vested in the Seller in total or in part for the Seller. If any such Title Reservation Goods are processed, combined or mixed with goods of the processing involves Buyer and the use goods of other materials not supplied by AkzoNobelthe Buyer are the main constituents of the new product thereby created, AkzoNobel then the Buyer shall directly acquire joint be deemed to have transferred to the Seller a fraction of the title to any such new product computed in accordance with the newly produced goods in the proportion principles of the invoice value preceding sentence and shall be the custodian of said new product for the Seller. 7. The provisions of Clauses 1 through 4 hereinabove applicable to Title Reservation Goods shall apply mutatis mutandis to any new product obtained by processing, combination or mixing in which the Seller acquires in total or in part a title through the operation of this Clause. 8. If these Standard Sales Terms have not been agreed effectively, any transfer of title to any of the Products delivered by AkzoNobel Goods shall be subject to the invoice value (or, if Seller receiving the invoice value cannot be determined to full price agreed between the market value) of such other materials. If the Products delivered by AkzoNobel are combined or blended with material owned by Buyer, which has to be considered the main material, Buyer shall transfer to AkzoNobel joint title to the newly produced goods in the proportion of the invoice value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of the main material. Buyer holds in custody for AkzoNobel any sole or joint ownership in the Products Seller and the newly produced goods as set forth above at no expense for AkzoNobel and will insure those goods against defects or loss. Buyer hereby assigns all rights deriving from this insurance coverage to AkzoNobel. AkzoNobel hereby accepts this assignment. If Buyer is in default, AkzoNobel is entitled to retreat from the sale and to take back the Products or to claim from Buyer the cedation of the right of trover against any third party. Should a security right obtained in connection with these Terms and Conditions exceed AkzoNobel’s claims by more than 15 %, AkzoNobel hereby waives such security right to the extent it exceeds it own claims by more than this degreetherefore.

Retention of Title. Title The goods sold shall remain property of Seller until all claims arising out of our business relationship with Buyer have been satisfied, but the risk in the Products delivered will remain vested goods and all liability to third parties in AkzoNobel until respect therof shall pass to the purchase price has Buyer on delivery. If the goods have been paid processed or finished by Buyer, our title shall extend to the new finished product, but not to any waste streams from the processing or finishing. If the goods have been processed, combined or mixed by Buyer with goods of Buyer or third parties, Seller shall acquire joint title pro rata, to that part of the goods that represents the invoiced value of our goods in full relation to the total value of the other goods which have been processed, combined or mixed. In the event goods from Seller are combined or mixed with main goods (retention "Hauptsachen") of title)Buyer or of any third party, Buyer hereby assigns its rights to Seller with regard to the new products. Pending payment If Buyer will hold the unused Products in trust combines or mixes goods from Seller with main goods of a third party for AkzoNobelcompensation, Buyer hereby assigns to Seller its right to compensation from such third party. Except for in a case of default Buyer may sell the Products may, in the ordinary course of its his business, resell any goods which are subject to Seller's retention of title. If, upon such resale, Buyer does not receive the full purchase price in advance or upon delivery of such goods, he shall agree with his customer a retention of title in accordance with these conditions. The Buyer hereby assigns to Seller all his claims in connection with arising from such resale and his rights arising from the resale of the Products to AkzoNobel (extended said agreement for retention of title). If so requested by Seller, the Buyer is shall advise his customer of such assignment of rights and shall provide Seller with the information and documents necessary to enforce Seller's rights. Notwithstanding the foregoing, Buyer shall only be entitled to collect these payments from claims on behalf of AkzoNobel, unless being in default. If the Products delivered are processed, AkzoNobel shall be considered the manufacturer of the newly produced goods and shall directly acquire sole title from such resale to the newly produced goods. If the processing involves the use of other materials not supplied by AkzoNobel, AkzoNobel shall directly acquire joint title to the newly produced goods in the proportion of the invoice value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of such other materials. If the Products delivered by AkzoNobel are combined or blended with material owned by Buyer, which has to be considered the main material, Buyer shall transfer to AkzoNobel joint title to the newly produced goods in the proportion of the invoice value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of the main material. Buyer holds in custody for AkzoNobel any sole or joint ownership in the Products and the newly produced goods as set forth above at no expense for AkzoNobel and will insure those goods against defects or loss. Buyer hereby assigns all rights deriving from this insurance coverage to AkzoNobel. AkzoNobel hereby accepts this assignment. If Buyer is in default, AkzoNobel is entitled to retreat from the sale and to take back the Products or to claim from Buyer the cedation of the right of trover against any third partyparty as long as Buyer properly satisfies his obligations to Seller. Should a In the event that the security right obtained in connection with these Terms and Conditions interests granted to Seller exceed AkzoNobel’s claims by more than 15 %10 percent the value of Seller's claims arising out of our business relationship with Buyer, AkzoNobel hereby waives such Seller shall, upon written request, be obligated to release security right to the extent it exceeds it own claims by more than this degreeinterests in excess of said limitation.

Retention of Title. Title The goods sold shall remain property of Seller until all claims arising out of our business relationship with Buyer have been satisfied, but the risk in the Products delivered will remain vested goods and all liability to third parties in AkzoNobel until respect therof shall pass to the purchase price has Buyer on delivery. If the goods have been paid processed or finished by Buyer, our title shall extend to the new finished product, but not to any waste streams from the processing or finishing. If the goods have been processed, combined or mixed by Buyer with goods of Buyer or third parties, Seller shall acquire joint title pro rata, to that part of the goods that represents the invoiced value of our goods in full relation to the total value of the other goods which have been processed, combined or mixed. In the event goods from Seller are combined or mixed with main goods (retention "Hauptsachen") of title)Buyer or of any third party, Buyer hereby assigns its rights to Seller with regard to the new products. Pending payment If Buyer will hold the unused Products in trust combines or mixes goods from Seller with main goods of a third party for AkzoNobelcompensation, Buyer hereby assigns to Seller its right to compensation from such third party. Except for in a case of default Buyer may sell the Products may, in the ordinary course of its his business, resell any goods which are subject to Seller's retention of title. If, upon such resale, Buyer does not receive the full purchase price in advance or upon delivery of such goods, he shall agree with his customer a retention of title in accordance with these conditions. The Buyer hereby assigns to Seller all his claims in connection with arising from such resale and his rights arising from the resale of the Products to AkzoNobel (extended said agreement for retention of title). If so requested by Seller, the Buyer is shall advise his customer of such assignment of rights and shall provide Seller with the information and documents necessary to enforce Seller's rights. Notwithstanding the foregoing, Buyer shall only be entitled to collect these payments from claims on behalf of AkzoNobel, unless being in default. If the Products delivered are processed, AkzoNobel shall be considered the manufacturer of the newly produced goods and shall directly acquire sole title from such resale to the newly produced goods. If the processing involves the use of other materials not supplied by AkzoNobel, AkzoNobel shall directly acquire joint title to the newly produced goods in the proportion of the invoice value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of such other materials. If the Products delivered by AkzoNobel are combined or blended with material owned by Buyer, which has to be considered the main material, Buyer shall transfer to AkzoNobel joint title to the newly produced goods in the proportion of the invoice value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of the main material. Buyer holds in custody for AkzoNobel any sole or joint ownership in the Products and the newly produced goods as set forth above at no expense for AkzoNobel and will insure those goods against defects or loss. Buyer hereby assigns all rights deriving from this insurance coverage to AkzoNobel. AkzoNobel hereby accepts this assignment. If Buyer is in default, AkzoNobel is entitled to retreat from the sale and to take back the Products or to claim from Buyer the cedation of the right of trover against any third partyparty as long as Buyer properly satisfies his obligations to Seller. Should a 130 In the event that the security right obtained in connection with these Terms and Conditions interests granted to Seller exceed AkzoNobel’s claims by more than 15 %10 percent the value of Seller's claims arising out of our business relationship with Buyer, AkzoNobel hereby waives such Seller shall, upon written request, be obligated to release security right to the extent it exceeds it own claims by more than this degreeinterests in excess of said limitation.