TITLE RETENTION CLAUSE Sample Clauses

TITLE RETENTION CLAUSE. Title to the Goods shall remain in the Seller until the price therefor shall have been fully paid, including any outstanding interest or charges or any ancillary cost. In this respect, the delivery of an instrument creating an obligation to pay, such as a letter of credit or a bank guarantee or any other instrument, shall not constitute payment within the meaning of the present clause; the original claim of the Seller against the Buyer shall remain with all the rights and sureties related thereto, including the retention of title, until said instrument has effectively been paid. By entering into an agreement with the Seller, the Buyer shall inform its customers or creditors of this title retention clause and shall take all necessary measures so that this clause comply with any applicable laws and regulations. From the effective Delivery Date of the Goods to it and until the transfer of title to the Goods to it as provided for in this Title Retention Clause, the Buyer shall ensure, at its own expense, their safe keeping and shall assume any risks and liability in all cases. As a consequence, the Buyer personally undertakes, for as long as the price and related sums have not been paid in full, not to transform or to dispose of the Goods by pledging them or granting any other similar rights or guarantees over the Goods. On the contrary, the Buyer undertakes, to constantly ensure that the Goods are clearly identifiable as being the Seller’s property and to take out corresponding insurance to cover any risks (including in the event of force majeure) which may arise in connection with the Goods until their price has been paid in full. In the event of default in timely payment of a single invoice, all the Goods in the possession of the Buyer for which the price has not been fully paid may be repossessed by the Seller at the Buyer’s own expense and risk and disposed of in accordance with the applicable law. The Goods still in the Buyer’s possession shall be presumed to be those for which payment is still outstanding. Any resale of the Goods by the Buyer, before the total price and related sums has been paid in full, shall result in the automatic assignment to the Seller of the claims and rights of the Buyer further to said sale within the limit of the claims and rights of the Seller. The Buyer undertakes to inform the new buyer of this assignment and to communicate, at the first request of the Seller, all the information necessary for the Seller to collect the ass...
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TITLE RETENTION CLAUSE. 4.1. ARPEGE retains ownership of products until it has received full payment for the principal, incidentals and interest, provided that such title retention is not contrary to any “loi de police” (mandatory rules) in the country where the products are located. If those rules do not accept title retention but grant reservation of similar rights, ARPEGE may assert those rights and the customer shall support any measures ARPEGE may take to protect its property rights and interests in the product in question. 4.2. The customer, who has custody of the products, undertakes to keep the products in perfect condition until they have been fully paid, to inform ARPEGE of their location, and to make them readily available to ARPEGE. 4.3. On no account may the customer use the product as collateral or assign it by way of security until the customer has paid in full the principal, incidentals, and interest. 4.4. The customer shall immediately inform ARPEGE in the event of seizure or requisition, or of any other measures or third party intervention. 4.5. The customer undertakes not to incorporate or transform the products if that might be an impediment to this title retention clause. 4.6. This clause is applicable in the event of bankruptcy or winding up of the company. In that event the claim to the products may be asserted under the terms set forth in articles L. 624-9, 624-16 et seq. as well as by article R. 624-13 of French Commercial Law.
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TITLE RETENTION CLAUSE. 11.1. Products supplied by the Seller to the Buyer will be at the Buyer’s risk immediately upon delivery of the Products to the Buyer.
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TITLE RETENTION CLAUSE. 2.6.1 The Products are sold with a reservation of title clause: the transfer of title is subject to full payment of the price by the Customer in principal and interest, as described in article 6.3 of the GCS, on the agreed due date, notwithstanding the transfer of risks on the date the Products are made available to the Customer by the carrier.
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TITLE RETENTION CLAUSE. 10.1. Products supplied by the Seller to the Buyer will be at the Buyer’s risk immediately upon delivery of the Products to the Buyer. 10.2. The Buyer must: 10.2.1. Effect and maintain with a reputable insurance company insurance for the Products, as its own cost, against all risk as it thinks appropriate. 10.2.2. Note the interest of the Seller on the insurance policy. 10.2.3. Produce a certificate of currency of the insurance effected by the Buyer under this clause to the Seller upon request. 10.3. Risk in the Products will remain with the Buyer at all the times unless the Seller retakes possession of the Products in accordance with this clause. 10.4. Title in the Products supplied by the Seller to the Buyer will not pass to the Buyer until those Products and any other products supplied by the Seller to the Buyer have been paid for in full. 10.5. Until the Products have been paid for in full the Buyer shall segregate and store the Products in such manner as to clearly indicate that they are the property of the Seller. 10.6. If the Buyer has breached these Conditions (including any payment obligations) or the terms of any relevant sales contract, the Buyer authorizes the Seller, at any time, to enter onto any premises upon which the Seller’s Products are stored to enable the Seller to inspect the Products and/or reclaim the Products. If the Buyer sells or disposes of the Products (or part thereof) before full payment has been received by the Seller, the Buyer shall advise the Seller in writing specifying full details of the Products sold or disposed, to whom they were sold or disposed, the terms of such sale or disposal and the amount(s) received or receivable by the Buyer. The Seller shall also be entitled to terminate the Agreement, according to the clause 16.
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TITLE RETENTION CLAUSE. 11.1 Products supplied by the Seller to the Buyer will be at the Buyer’s risk immediately upon delivery of the Products to the Buyer.
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Related to TITLE RETENTION CLAUSE

  • TERMINATION CLAUSE Whenever either of the parties hereto determines that termination of this Agreement is in such party’s best interest, then the Agreement may be terminated by giving written notification to the other party. A determination may include, but not be limited to: A. Failure of either party to comply with any or all items contained within Sections 1 through 15 of this Agreement, contract exhibits, and/or provisions of any subsequent contractual amendments executed relative to this Agreement; B. This Agreement may be terminated if project funds to WICHITA under the grant are suspended or terminated; C. Either party hereto may also, by giving thirty (30) days notice, terminate this Agreement for convenience; D. Upon receipt of notice of termination, DERBY shall: (1) discontinue further commitments of contract funds to the extent they relate to the terminated portion of the Agreement; (2) promptly cancel all Agreements and/or orders to subcontractors utilizing funds under this Agreement; (3) submit, within a reasonable period of time to be specified by WICHITA, a cancellation settlement proposal which shall include a final statement for the Agreement, or reimbursement of unearned funds previously distributed.

  • Arbitration Clauses Except for certain circumstances, TIPS forbids a mandatory arbitration clause in any contract or agreement entered into between the awarded vendor with TIPS or a TIPS member entity. Does the vendor agree to exclude any arbitration requirement in any contracts or agreement entered into between TIPS or a TIPS member entity through an awarded contract with TIPS?

  • WAIVER CLAUSE The parties acknowledge that during the negotiations which resulted in this Agreement, each had the unlimited right and opportunity to make demands and proposals with respect to any subject matter not removed by law from the area of collective bargaining, and that the understandings and agreements arrived at by the parties after the exercise of that right and opportunity are set forth in the Agreement. Therefore, the Employer and the Association, for the life of this Agreement, each voluntarily and unqualifiedly waives the right and each agrees that the other shall not be obligated to bargain collectively with respect to any subject or matter not specifically referred to or covered in this Agreement, even though such subjects or matters may not have been within the knowledge or contemplation of either or both of the parties at the time that they negotiated or signed this Agreement.

  • CERTIFICATION CLAUSES The CONTRACTOR CERTIFICATION CLAUSES contained in the document CCC 04/2017 are hereby incorporated by reference and made a part of this Agreement by this reference as if attached hereto.

  • Class, Collective and Representative Action Waiver THE PARTIES AGREE THAT COVERED CLAIMS WILL, AT EITHER PARTY’S ELECTION, ONLY BE ARBITRATED ON AN INDIVIDUAL BASIS AND THAT EACH WAIVES THE RIGHT TO PARTICIPATE IN OR RECEIVE COMPENSATION FROM ANY CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. NO PARTY MAY BRING A CLAIM ON BEHALF OF OTHER INDIVIDUALS; ANY ARBITRATOR HEARING A COVERED CLAIM MAY NOT COMBINE MORE THAN ONE INDIVIDUAL’S CLAIM OR CLAIMS INTO A SINGLE CASE OR TO ARBITRATE ANY FORM OF A CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. SHOULD ANY PORTION OF THE FOREGOING WAIVER BE FOUND INVALID, THE REMAINING PORTION THAT IS VALID WILL BE ENFORCED TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW.

  • Arbitration Clause All disputes arising under this agreement shall be governed by and interpreted in accordance with the laws of New York, without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this agreement to arbitration in New York City, New York before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law New York. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from obtaining an injunction.

  • NON-COMPETITION CLAUSE The parties agree that during the term of employment and for a period of up to 12 months after the expiry of the agreed notice period (such 12-month period referred to as the "Restricted Period"), the Executive shall not be entitled to be employed by, directly or indirectly offer services to, start up, lead, be a board member in, have an ownership interest in, participate in or otherwise in any way engage in any business that directly or indirectly competes with the Company or the Group (the "Non-Competition Clause"). In case of summary dismissal, the Restricted Period commences on the date of the summary dismissal. The Company may at the request of the Executive, or at any other time, decide if and to what extent the Non-Competition Clause shall be invoked. The procedure in connection with such a decision shall comply with the mandatory provisions of Chapter 14 A in the WEA including the Company's obligation to provide the Executive with a written statement in this regards. If the Restricted Period is invoked for a shorter period of time, the Compensation to the Executive (see below) is reduced correspondingly. Should the Employer decide not to invoke the Non-Competition Clause, the Executive will not be entitled to such Compensation. If the Non-Competition Clause is invoked, the Executive shall receive compensation during the Restrictive Period equivalent to 100% of the Executive's annual remuneration up to 8 G ("G" means the Basic Amount in the National Insurance Scheme), and then, if applicable, 70% of the annual remuneration exceeding 8G ("Compensation"). The term "remuneration" is to be understood in line with Chapter 14 A in the WEA. The total amount of Compensation will not exceed 12 G. The Compensation is based on the Executive's remuneration the last 12 months preceding the time of the notice and is paid monthly on the Company's payroll date. The Compensation is not included in the basis for holiday pay or pension, and the Executive is not entitled to any bonus or other supplementary benefits from the Company during the period for payment of the Compensation. The Employer will carry out tax deduction and any other mandatory deductions in accordance with applicable law. The Compensation is paid monthly on the Company's payroll date. Deductions shall be made in the Compensation for any income or other remuneration (or similar) that the Executive receives from the Company or accrues from others in the Restricted Period limited to 50% of the Compensation. The Executive shall provide adequate information about the salary from any new employer during the application of the obligations set out herein. If the Executive does not comply with this requirement, the Company may withhold the Compensation until such information is received.

  • Limitation of Vendor Indemnification and Similar Clauses This is a requirement of the TIPS Contract and is non-negotiable TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, is prohibited from indemnifying third-parties (pursuant to the Article 3, Section 52 of the Texas Constitution) except as otherwise specifically provided for by law or as ordered by a court of competent jurisdiction. Article 3, Section 52 of the Texas Constitution states that "no debt shall be created by or on behalf of the State … " and the Texas Attorney General has opined that a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Thus, contract clauses which require TIPS to indemnify Vendor, pay liquidated damages, pay attorney's fees, waive Vendor's liability, or waive any applicable statute of limitations must be deleted or qualified with ''to the extent permitted by the Constitution and Laws of the State of Texas." Does Vendor agree? Yes, I Agree TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, does not agree to binding arbitration as a remedy to dispute and no such provision shall be permitted in this Agreement with TIPS. Vendor agrees that any claim arising out of or related to this Agreement, except those specifically and expressly waived or negotiated within this Agreement, may be subject to non-binding mediation at the request of either party to be conducted by a mutually agreed upon mediator as prerequisite to the filing of any lawsuit arising out of or related to this Agreement. Mediation shall be held in either Camp or Titus County, Texas. Agreements reached in mediation will be subject to the approval by the Region 8 ESC's Board of Directors, authorized signature of the Parties if approved by the Board of Directors, and, once approved by the Board of Directors and properly signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Does Vendor agree? Yes, Vendor agrees Does Vendor agree? Yes, Vendor agrees Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. Does Vendor agree? Yes, Vendor agrees Vendor agrees that TIPS and TIPS Members shall not be liable for interest or late-payment fees on past-due balances at a rate higher than permitted by the laws or regulations of the jurisdiction of the TIPS Member. Funding-Out Clause: Vendor agrees to abide by the applicable laws and regulations, including but not limited to Texas Local Government Code § 271.903, or any other statutory or regulatory limitation of the jurisdiction of any TIPS Member, which requires that contracts approved by TIPS or a TIPS Member are subject to the budgeting and appropriation of currently available funds by the entity or its governing body.

  • Contractor Certification Clauses Contractor represents and warrants that the following statements are true. During the term of the Agreement, Contractor shall not take an action, or omit to perform any act, that results in a representation and warranty becoming untrue. Contractor shall promptly notify the Judicial Council if any representation and warranty becomes untrue. A. No Gratuities. Contractor has not directly or indirectly offered or given any gratuities (in the form of entertainment, gifts, or otherwise) to any Judicial Council personnel with a view toward securing this Agreement or securing favorable treatment with respect to any determinations concerning the performance of this Agreement.

  • DURATION CLAUSE 1. This Agreement shall be in full force and effect from May 1st, 2022 to and including April 30th, 2027 and shall continue from year to year thereafter unless written notice of desire to cancel or terminate the Agreement is served by wither party upon the other not less than sixty (60) and not more than ninety (90) days prior to April 30th, 2022 or April 30th of any subsequent year. 2. Where no such cancellation or termination notice is served and the parties desire to continue said Agreement, but also desire to negotiate changes or revisions in this Agreement, either party may serve upon the other a written notice not less than sixty (60) and not more than ninety (90) days prior to April 30th, 2022, or April 30th of any subsequent contract year, advising that such party desires to revise or change terms or conditions of such Agreement. The respective parties shall be permitted all legal or economic recourse to support their requests for revisions if the parties fail to agree thereon. Nothing herein shall preclude the parties from making revisions or changes in this Agreement, by mutual consent, at any time during its term.

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