Common use of Title Retention Clause in Contracts

Title Retention. 10.1 The goods supplied by the Supplier remain property of the Supplier until the Purchaser has fulfilled its obligations ensuing from all agreements concluded with the Supplier. 10.2 The Purchaser may only use goods subject to title retention within the framework of its customary business activities. Subject to the provisions in article 10.2, it may not dispose of, rent out said goods or give them as securities or burden them with other limited business rights. The Purchaser must ensure that the goods remain identifiable as goods received from the Supplier. The Purchaser shall offer the Supplier (or its representative) free access to the location where the Purchaser has the store to the goods at all times. Should the Purchaser not fulfil its payment obligations with respect to the Supplier or give reason to suspect that it will not fulfil its payment obligations in full or in part, then, at the Supplier's request, the Purchaser shall be required to return to the Supplier at its own expense the goods for which ownership has not yet been transferred and the Purchaser shall undertake to lend its full cooperation to the Supplier in order to allow the Supplier (or its representative) to pick up its goods. 10.3 If the Purchaser does not fulfil any obligation to pay, the Supplier is entitled to remove or have removed goods subject to title retention from the Purchaser (or third parties). The Purchaser is required to lend full cooperation under penalty of an immediately payable fine of 15% of the (invoice) amount it owes per day or parts thereof. The Supplier shall not be obliged to compensate its Purchaser for damage that it suffers in connection with the repossession of the goods. The costs of the repossession and any realisation of the repossession of the goods are for the expense of the Purchaser. That which the Supplier must still claim from the Purchaser is reduced by the value that the repossessed goods have for the Supplier as fair value. In this connection, under no circumstances does the Supplier need to maintain a value that is higher than the price for the goods agreed upon with the Purchaser. 10.4 The Purchaser undertakes to insure the goods delivered under title retention upon initial request by the Supplier and to keep them insured against fire, explosion and water damage and against theft and to allow access to the policy of this insurance to the Supplier. The Purchaser also undertakes: a. To pledge all claims by the Purchaser against insurers with respect to the goods delivered under title retention to the Supplier in accordance with Article 3:239 Dutch Civil Code; b. To pledge the receivables that the Purchaser receives with respect to its Purchasers when reselling the goods delivered under title retention to the Supplier in accordance with Article 3:239 Dutch Civil Code; c. To report forthwith the names and addresses of all third parties to which it resold goods delivered by the Supplier under title retention, as well as all rights that it acquired with respect to that reselling towards third parties; d. To xxxx the goods delivered under title retention as property of the Supplier; e. To lend its cooperation in all reasonable measures that the Supplier wishes to take to protect its title retention with regard to the goods the delivered and which will not hinder the Purchaser unreasonably in its normal operation of its business.

Title Retention. 10.1 The delivered goods supplied by remain the Supplier remain property of the Supplier seller until complete payment has been made including fulfillment of all conditions of the Purchaser has fulfilled its obligations ensuing business agreement between the seller and the buyer. The buyer is permitted to sell on the reserved goods by way of proper and correct business transactions; however, pawning or using the goods as collateral is not permitted. The buyer abandons all demands from all agreements concluded with resale of the Supplier. 10.2 The Purchaser may only use reserved goods subject to title retention within the framework of its customary business activities. Subject now over to the provisions seller; the seller accepts this abandonment. Regardless of the abandonment and the confiscation right of the seller, the buyer is authorised to confiscate providing he/she fulfills his/her obligations to the seller and does not fall behind in article 10.2payments. If required by the seller, it may not dispose ofhe/she must provide details regarding the abandonment demands for confiscation and inform the debtor about the abandonment. Any possible reworking or alteration of the reserved goods is carried out by the buyer for the seller without obligations arising for the latter. In the event of alteration, rent out said bonding, mixture or combining of the reserved goods or give them as securities or burden them with other limited business rights. The Purchaser must ensure that the goods remain identifiable as goods received from the Supplier. The Purchaser shall offer the Supplier (or its representative) free access and items not belonging to the location where the Purchaser has the store to the goods at all times. Should the Purchaser not fulfil its payment obligations with respect to the Supplier or give reason to suspect that it will not fulfil its payment obligations in full or in part, then, at the Supplier's requestseller, the Purchaser shall be required to return to the Supplier at its own expense the goods for which ownership has not yet been transferred and the Purchaser shall undertake to lend its full cooperation to the Supplier in order to allow the Supplier (or its representative) to pick up its goods. 10.3 If the Purchaser does not fulfil any obligation to pay, the Supplier seller is entitled to remove the co-ownership share resulting from the new item in relation of the value of the reserved goods to the remaining reworked goods at the time of alteration, reworking, binding, mixture or have removed combining. If the seller buys sole ownership of the item, the contract partners are in agreement that the buyer grants the seller co-ownership of the new item in relation to the value of the altered, reworked, mixed, bonded or combined reserved goods and holds this in trust for the seller without cost. If the reserved goods together with other goods are sold on, regardless of whether with or without altered, reworked, bonded, mixed or combined goods, the aforementioned agreed advance assignment applies only to the value of the reserved goods that are sold on together with the other goods. Via legal enforcement measures by third parties in the reserved goods or those in the advance assignment requirements, the buyer must inform the seller immediately in writing with transfer of the documents necessary for intervention. If the buyer falls behind in payments, the seller is authorised to take back the goods supplied under condition of sale immediately and without agreement of the seller. The buyer must allow the seller access at all times for this purpose to where the items subject to title retention from the Purchaser (or third parties). The Purchaser is required to lend full cooperation under penalty conditions of an immediately payable fine of 15% of the (invoice) amount it owes per day or parts thereof. The Supplier shall not be obliged to compensate its Purchaser for damage that it suffers in connection with the repossession of the goods. The costs of the repossession and any realisation of the repossession of the goods sale are for the expense of the Purchaser. That which the Supplier must still claim from the Purchaser is reduced by the value that the repossessed goods have for the Supplier as fair value. In this connection, under no circumstances does the Supplier need to maintain a value that is higher than the price for the goods agreed upon with the Purchaserlocated. 10.4 The Purchaser undertakes to insure the goods delivered under title retention upon initial request by the Supplier and to keep them insured against fire, explosion and water damage and against theft and to allow access to the policy of this insurance to the Supplier. The Purchaser also undertakes: a. To pledge all claims by the Purchaser against insurers with respect to the goods delivered under title retention to the Supplier in accordance with Article 3:239 Dutch Civil Code; b. To pledge the receivables that the Purchaser receives with respect to its Purchasers when reselling the goods delivered under title retention to the Supplier in accordance with Article 3:239 Dutch Civil Code; c. To report forthwith the names and addresses of all third parties to which it resold goods delivered by the Supplier under title retention, as well as all rights that it acquired with respect to that reselling towards third parties; d. To xxxx the goods delivered under title retention as property of the Supplier; e. To lend its cooperation in all reasonable measures that the Supplier wishes to take to protect its title retention with regard to the goods the delivered and which will not hinder the Purchaser unreasonably in its normal operation of its business.

Title Retention. 10.1 The goods supplied by 8.1 From the Supplier remain property date of Bibby’s payment of the Supplier until Sale Price of the Purchaser has fulfilled its obligations ensuing from all agreements concluded with the Supplier. 10.2 The Purchaser may only use goods subject Goods to title retention within the framework of its customary business activities. Subject to the provisions in article 10.2, it may not dispose of, rent out said goods or give them as securities or burden them with other limited business rights. The Purchaser must ensure that the goods remain identifiable as goods received from the Supplier. The Purchaser shall offer the Supplier (or such earlier date as the Supplier may agree) until the Bibby Sale Price and all other sums whatsoever which are or shall become outstanding from the Customer to Bibby shall have been paid or satisfied in full (and if by cheque, then only upon clearance): (a) the property in the Goods remains vested in Bibby (notwithstanding the delivery of the same and the passing of the risk therein); (b) the Customer shall store the Goods in such a way that they can be readily identified as being Bibby's property; (c) the Customer shall on request inform Bibby of the precise location of each item of the Goods identified where applicable by its representativeserial number, by supplying Bibby at the Customer's expense within seven days of Bibby's request with a written schedule of the said locations; (d) free access the Customer may sell the Goods in the normal course of its business and may pass good title to its customer being a bona fide purchaser for value without notice of Bibby's rights on the following conditions: (i) Bibby shall be entitled, immediately as a result of its ownership of the Goods, to the location where beneficial ownership of the Purchaser has proceeds of such sale which the store Customer shall accordingly hold as fiduciary for Bibby; (ii) The Customer shall account to Bibby on demand with the said proceeds of sale provided that no such demand shall be made by Bibby in the absence of its having reasonable cause to believe that the Customer might default in making payment for the Goods on the terms contained herein; (iii) Bibby shall be entitled to make a claim directly against the Customer's Buyer for any purchase monies unpaid by such Buyer provided that no such claim shall be made by Bibby in the absence of its having reasonable cause to believe that the Customer might default in making payment for the Goods on the terms contained herein; (iv) Bibby may at any time revoke the Customer's said power of sale in the circumstances set out in clause 5.3 and clause 6 of these Conditions, and in the event that the Customer shall breach any term of the Agreement. (v) The Customer shall notify Bibby without delay of any attachment of the Goods or actions by third parties which might infringe Bibby's title to the goods at all times. Should Goods. 8.2 Upon determination of the Purchaser not fulfil its payment obligations with respect to the Supplier or give reason to suspect that it will not fulfil its payment obligations in full or in part, then, at the SupplierCustomer's request, the Purchaser power of sale Bibby shall be required entitled by itself its servants or agents to return to enter upon any of the Supplier at its own expense Customer's premises for the goods for which ownership has not yet been transferred purpose of removing and the Purchaser repossessing such Goods or their proceeds of sale and Bibby shall undertake to lend its full cooperation to the Supplier in order to allow the Supplier (or its representative) to pick up its goods. 10.3 If the Purchaser does not fulfil any obligation to pay, the Supplier is be entitled to remove or have removed goods subject to title retention from the Purchaser (or third parties). The Purchaser is required to lend full cooperation under penalty of an immediately payable fine of 15% of the (invoice) amount it owes per day or parts thereof. The Supplier shall not be obliged to compensate its Purchaser for damage that it suffers in connection with the repossession of the goods. The costs of the repossession and any realisation of the repossession of the goods are for the expense of the Purchaser. That which the Supplier must still claim from the Purchaser is reduced Customer the costs and expenses incurred by Bibby in and ancillary to the process of such removal and repossession. 8.3 Until title in the Goods has passed to the Customer, the Customer shall not purport to be the owner of the Goods and shall not show the Goods as stock in the Customer's accounts. 8.4 Nothing in these Conditions shall: (a) entitle the Customer to return the Goods or to delay payment thereof; (b) render Bibby liable to any third party for any unauthorised representation or warranty made or given by the value Customer to such third party in relation to the Goods; or (c) prevent Bibby from maintaining an action for the Bibby Sale Price notwithstanding that the repossessed goods property in the Goods may not have for the Supplier as fair value. In this connection, under no circumstances does the Supplier need to maintain a value that is higher than the price for the goods agreed upon with the Purchaser. 10.4 The Purchaser undertakes to insure the goods delivered under title retention upon initial request by the Supplier and to keep them insured against fire, explosion and water damage and against theft and to allow access passed to the policy of this insurance to the Supplier. The Purchaser also undertakes: a. To pledge all claims by the Purchaser against insurers with respect to the goods delivered under title retention to the Supplier in accordance with Article 3:239 Dutch Civil Code; b. To pledge the receivables that the Purchaser receives with respect to its Purchasers when reselling the goods delivered under title retention to the Supplier in accordance with Article 3:239 Dutch Civil Code; c. To report forthwith the names and addresses of all third parties to which it resold goods delivered by the Supplier under title retention, as well as all rights that it acquired with respect to that reselling towards third parties; d. To xxxx the goods delivered under title retention as property of the Supplier; e. To lend its cooperation in all reasonable measures that the Supplier wishes to take to protect its title retention with regard to the goods the delivered and which will not hinder the Purchaser unreasonably in its normal operation of its businessCustomer.

Title Retention. 10.1 1. As part of the overall reservation of title entitled to the Supplier, the Supplier shall retain title to the delivered goods until all receivables from the Buyer, including future receivables, resulting from the professional relationship have been settled. Processing and finishing shall be carried out for the Supplier without binding the Supplier and without loss of ownership. If the Buyer combines the reserved goods with other goods, then the Buyer shall be obligated to transfer co-ownership of the new items to the Supplier proportionate to the invoice value of all combined goods to the extent that the main item belongs to the Buyer. The new item shall be considered reserved goods supplied within the meaning of these terms. 2. The Buyer is entitled to sell reserved goods in the course of ordinary business. Any other disposals beyond the performance claims incumbent upon the Buyer shall be forbidden. Goods subject to title retention may not be used by the Supplier remain property Buyer as a form of security against the Buyer’s creditors. The above shall also apply within the scope of financing methods on the part of the Buyer such as factoring or forfeiting. 3. The Buyer shall assign all receivables accrued by the Buyer, together with all ancillary rights, from the use of the reserved goods to the Supplier accepting these receivables, until the Purchaser has fulfilled its obligations ensuing from all agreements concluded receivables specified in Subsection 1 have been paid in full. If the reserved goods are sold with other items that do not belong to the Supplier, or if they are used as materials in performing work contracts, the share of the profits corresponding to the co-ownership shall be assigned to the Supplier. 10.2 4. The Purchaser may Buyer is only use goods subject authorized to title retention within collect the framework assigned receivables in the ordinary course of its customary business activitiesbusiness. Subject The Buyer must immediately inform the Supplier of any access third parties have to the provisions in article 10.2, it may not dispose of, rent out said reserved goods or give them as securities or burden them with other limited business rightsto assigned receivables. The Purchaser must ensure that Buyer shall bear the costs for interventions. 5. At the request of the Supplier, the Buyer shall be obligated to inform third-party buyers of the suppliers in certain substantiated cases. The buyer shall also be obligated to provide the Supplier with information necessary for the Supplier to assert its rights, to separate the goods remain identifiable as and, if necessary, to mark the goods received from and to hand over the Suppliercorresponding documents. 6. The Purchaser shall offer the Supplier (or its representative) free Buyer’s authorization to have access to the location where reserved goods and to collect the Purchaser has assigned receivables shall terminate if the store to the goods at all times. Should the Purchaser Buyer does not fulfil its comply with payment obligations with respect to the Supplier or give reason to suspect that it will not fulfil its payment obligations in full terms or in part, then, at the Supplier's request, the Purchaser shall be required to return to the Supplier at its own expense the goods for which ownership has not yet been transferred and the Purchaser shall undertake to lend its full cooperation to the Supplier in order to allow the Supplier (case of protested bills of exchange or its representative) to pick up its goods. 10.3 If the Purchaser does not fulfil any obligation to paychecks. In such cases, the Supplier is shall be entitled to remove or have removed goods subject to title retention from take possession of the Purchaser (or third parties)reserved goods. The Purchaser is required to lend full cooperation under penalty of an immediately payable fine of 15% of Buyer shall bear the (invoice) amount it owes per day or parts thereofcosts arising from this action. 7. The Supplier shall not be obliged to compensate its Purchaser for damage that it suffers in connection with release the repossession of the goods. The costs of the repossession and any realisation of the repossession of the goods are for the expense of the Purchaser. That which the Supplier must still claim from the Purchaser is reduced by the value that the repossessed goods have for the Supplier as fair value. In this connection, under no circumstances does the Supplier need to maintain a value that is higher than the price for the goods agreed upon with the Purchaser. 10.4 The Purchaser undertakes to insure the goods delivered under title retention upon initial request securities held by the Supplier and to keep them insured against fire, explosion and water damage and against theft and to allow access to the policy of this insurance to the Supplier. The Purchaser also undertakes: a. To pledge all claims by the Purchaser against insurers with respect to the goods delivered under title retention to the Supplier in accordance with Article 3:239 Dutch Civil Code; b. To pledge if their value exceeds the receivables that the Purchaser receives with respect to its Purchasers when reselling the goods delivered under title retention to the Supplier being secured by more than 20% in accordance with Article 3:239 Dutch Civil Code; c. To report forthwith the names and addresses of all third parties to which it resold goods delivered by the Supplier under title retention, as well as all rights that it acquired with respect to that reselling towards third parties; d. To xxxx the goods delivered under title retention as property of the Supplier; e. To lend its cooperation in all reasonable measures that the Supplier wishes to take to protect its title retention with regard to the goods the delivered and which will not hinder the Purchaser unreasonably in its normal operation of its businesstotal.