Common use of Retention of Title Clause in Contracts

Retention of Title. 1. All goods delivered shall remain our property (reserved goods) until fulfilment of the claims to which we are entitled from the respective delivery. This shall also apply to conditional claims arising in the future, e.g. from acceptor's bills of exchange, and also if payments are made on specially designated claims, and also to claims which are established unilaterally by the insolvency administrator by way of choice of performance. 2. Treatment and processing of the goods subject to retention of title shall be carried out for us as manufacturer within the meaning of § 950 BGB (German Civil Code) without obligating us. The processed goods shall be deemed to be goods subject to retention of title within the meaning of No. 1. If the goods subject to retention of title are processed, combined or mixed with other goods by the buyer, we shall be entitled to co-ownership of the new item on a pro rata basis in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used. If our ownership lapses as a result of combining or mixing, the buyer shall already now transfer to us the ownership rights to which he is entitled in the new stock or item to the extent of the invoice value of the reserved goods and shall keep them in safe custody for us free of charge. Our co-ownership rights shall be deemed to be reserved goods within the meaning of No.1. 3. The buyer may only sell the goods subject to retention of title in the ordinary course of business under his normal terms and conditions of business and as long as he is not in default, provided that the claims from the resale are transferred to us in accordance with nos. 4 to 5. He is not entitled to dispose of the reserved goods in any other way. 4. The buyer's claims arising from the resale of the reserved goods or for any other legal reason (such as the processing or installation of supplied building materials and other materials in a property) are already assigned to us now, together with all securities which the buyer acquires for the assigned claims. They serve as security to the same extent as the reserved goods. If the goods subject to retention of title are sold by the buyer together with other goods not sold by us, the claim from the resale shall be assigned to us in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods. In the event of the sale of goods in which we have co-ownership shares pursuant to No. 2, a part corresponding to our co-ownership share shall be assigned to us. 5. The buyer is entitled to collect claims from the resale. He is obliged to transfer the collected amounts to us in the amount of the invoice value of the reserved goods. Upon collection by the buyer, our claim shall become due immediately. This authorisation to collect shall expire in the event of our revocation. We shall only make use of our right of revocation if the buyer acts in breach of contract, in particular in the event of his default in payment or non-redemption of a bill of exchange, or if he disregards our security interest as seller in any other way. At our request, the buyer is obliged to inform his customers immediately of the assignment to us and to provide us with the information and documents necessary for collection. A further assignment of the claims from the resale by the buyer is not permitted, unless it is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately upon crediting of the factoring proceeds. 6. The buyer must inform us immediately of any seizure or other impairment by third parties. The buyer shall bear all costs which have to be incurred in order to cancel the seizure and to recover the object of purchase, insofar as they cannot be recovered from third parties. 7. If the value of the existing securities exceeds the secured claims including ancillary claims (interest, costs, etc.) by more than 50% in total, we shall be obliged to release securities of our choice at the request of the buyer. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention of title and, if necessary, to enter the buyer's business or warehouse for this purpose. The same shall apply if, after conclusion of the contract, it becomes apparent that our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. Taking back the goods does not constitute a withdrawal from the contract. We may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffected. 9. This section VII shall not apply in the case of delivery against advance payment.

Retention of Title. 1. 8.1 All goods delivered shall remain our property (reserved goods) until fulfilment all claims arising from the business relationship with the Buyer including subsidiary claims are settled and bills of exchange or cheques received are honoured. 8.2 The Buyer shall undertake to carefully store the claims goods for us and, at our request, he shall store, label and, where applicable, return the goods in a particular manner, at his expense. 8.3 The Buyer shall undertake to insure the goods against the risk of fire and theft and, upon request, provide us with proof of such insurance. 8.4 He may not pledge or assign by way of security the goods to which we are entitled have title and must therefore immediately inform us in writing of any attachments by third parties and provide us with every support in asserting our rights against the third party. Insofar as the third party is not able to reimburse us for the expenses incurred in defending the intervention, the Buyer shall be liable for the loss incurred by us. 8.5 If the Buyer breaches his contractual obligations and is in default of a payment due to us, we shall be able to withdraw from the respective deliverycontract under the statutory conditions and demand the immediate return of the goods. This The taking back of the purchased item by us shall also apply be deemed to conditional claims arising in be withdrawal from the futurecontract. The Buyer shall expressly grant us or our representative the right, e.g. from acceptor's bills for the purposes of exchangeinspecting, taking back or loading the reserved goods, to enter during normal business hours the area where the delivery is stored. 8.6 If our reserved goods are processed and also if payments are made on specially designated claims, and also to claims which are established unilaterally transformed by the insolvency administrator by way of choice of performance. 2. Treatment Buyer, the processing and processing of the goods subject to retention of title shall be transformation are carried out for us as manufacturer within pursuant to Section 950 of the meaning of § 950 BGB (German Civil Code) without obligating us. The processed goods shall be deemed to be goods subject to retention of title within the meaning of No. 1Code (BGB, Bürgerliches Gesetzbuch). If the goods subject purchased item is processed with substances not belonging to retention of title are processed, combined or mixed with other goods by the buyerus, we shall be entitled to acquire co-ownership of the new item on a pro rata basis in the ratio of the invoice value of the goods purchased item (final invoice amount including VAT) to the other processed substances at the time of processing. The provisions applicable to the purchased item delivered subject to retention of title shall apply accordingly to the invoice value item created by the processing. 8.7 The Buyer shall be authorised to sell our property in the proper course of business. This right shall expire if the Buyer is in default or agrees with his customer that his claim cannot be assigned. In the event of a sale - whether before or after combination, mixing, transformation or processing - the Buyer shall hereby assign to us all claims against his customer arising from this, also insofar as he received payments for work performed, together with all subsidiary rights and security in the amount of the other goods used. If our ownership lapses as a result of combining or mixing, the buyer shall already now transfer to us the ownership rights to which he is entitled in the new stock or item to the extent of the invoice value of the reserved goods and shall keep them in safe custody for us free as per our invoice amount or of charge. Our co-the relevant ownership rights shall be deemed to be reserved goods within the meaning of No.1. 3share. The buyer may only sell Buyer shall have the goods subject revocable right to retention of title in collect the ordinary course of business under his normal terms and conditions of business and claims assigned to us itself, as long as he is not in default, provided that the claims from the resale are transferred to us in accordance with nos. 4 to 5. He is not entitled to dispose default of the reserved goods in any other way. 4. The buyer's claims arising from the resale of the reserved goods or for any other legal reason (such as the processing or installation of supplied building materials and other materials in a property) are already assigned to us now, together with all securities which the buyer acquires for the assigned claims. They serve as security to the same extent as the reserved goodspayment. If the goods subject to retention of title are sold by the buyer together with other goods not sold by usBuyer is in default, the claim from the resale he shall be assigned required at our request to disclose the assignment and inform us in the ratio of the invoice value names and addresses of the goods subject to retention of title to the invoice value of the other goods. In the event of the sale of goods in which we have cothird-ownership shares pursuant to No. 2, a part corresponding to our co-ownership share shall be assigned to us. 5. The buyer is entitled to collect claims from the resale. He is obliged to transfer the collected amounts to us in party debtor and the amount of the invoice value of the reserved goods. Upon collection by the buyer, our claim shall become due immediately. This authorisation to collect shall expire in the event of our revocation. We shall only make use of our right of revocation if the buyer acts in breach of contract, in particular in the event of his default in payment or non-redemption of a bill of exchange, or if he disregards our security interest as seller in any other way. At our request, the buyer is obliged to inform his customers immediately of the assignment to us and to provide us with the information and documents necessary for collection. A further assignment of the claims from the resale by the buyer is not permitted, unless it is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured latter's claim. Our claim shall become due immediately upon crediting of the factoring proceeds. 6. The buyer must inform us immediately of any seizure or other impairment by third parties. The buyer shall bear all costs which have to be incurred in order to cancel the seizure and to recover the object of purchase, insofar as they cannot be recovered from third parties. 7. 8.8 If the value of the existing securities security exceeds the secured claims including ancillary claims (interest, costs, etc.) by more than 5020% in total, we shall be obliged to release securities of our choice in this regard at the request of the buyerBuyer to release security selected by us. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention of title and, if necessary, to enter the buyer's business or warehouse for this purpose. The same shall apply if, after conclusion of the contract, it becomes apparent that our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. Taking back the goods does not constitute a withdrawal from the contract. We may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffected. 9. This section VII shall not apply in the case of delivery against advance payment.

Retention of Title. 1. All a) The goods delivered shall remain our property (reserved goods) until fulfilment of all our claims against the purchaser, in particular claims to which we are entitled from the respective deliverybusiness relationship, have been paid in full. This The purchaser shall also apply insure them for fire and theft at its expense. b) The purchaser shall be entitled to conditional claims arising process and sell the goods in the future, e.g. from acceptor's bills framework of exchange, and also if payments are made on specially designated claims, and also to claims which are established unilaterally by the insolvency administrator by way of choice of performance. 2ordinary business operations. Treatment and processing of the goods subject to retention of title The seller shall be carried out for us deemed a manufacturer as manufacturer within the meaning defined by Section 950 p. of § 950 BGB Bürgerliches Gesetzbuch (German Civil Code). Should processing produce co-ownership to a thing to our favour, an expert to be appointed by the chamber of industry and commerce shall determine the value of our share of co-ownership binding on both parts if it cannot be calculated using the purchase price to be paid for it. Our ownership or co-ownership due to processing shall be deemed property under retention of title. c) without obligating usIf our property under retention of titles is resold, the purchaser shall now assign the claims it is entitled to from resale. The processed To the extent that we are only co-owners, the goods shall be deemed to be goods subject to retention assigned at the ratio of title within the meaning of No. 1our co-ownership. If it is simultaneously sold with things of third parties at a uniform purchase price, the goods subject portion of the claim to retention of title are processed, combined or mixed with other goods by the buyer, we purchase price shall be entitled assigned corresponding to co-ownership of the new item on a pro rata basis in the ratio of the invoice value of the goods subject to our property under retention of title to the invoice value of the other goods usedproperty of the third parties also sold. If our ownership lapses as a result of combining or mixingit has not been processed, the buyer value shall already now transfer to us the ownership rights to which he is entitled in the new stock or item be assessed according to the extent of the invoice value of the reserved goods and shall keep them in safe custody for us free of charge. Our co-ownership rights shall be deemed purchase price to be reserved goods within paid for it (including the meaning value-added tax); beyond this, the last sentence of No.1Number 6b) shall apply to this extent correspondingly. 3. d) The buyer may purchaser shall only be entitled to sell the goods subject to or resell our property under retention of title if it has been determined that we have received the collateral provided for under Numbers 6b) and 6c); in particular, that its claims against its contractual party pass onto us in the ordinary course of business under his normal terms and conditions of business and as long as he is not in default, provided that the claims from the resale are transferred to us in accordance with nos. 4 to 5. He is not entitled to dispose of the reserved goods in any other waymanner provided. 4. e) The buyer's claims arising from the resale purchaser shall undertake to notify us of the reserved goods or for any other legal reason (such as the processing or installation of supplied building materials and other materials in a property) are already assigned to us now, together with all securities which the buyer acquires for the assigned claims. They serve as security to the same extent as the reserved goods. If the goods subject to events that could endanger our property under retention of title are sold by the buyer together with other goods not sold by us, the claim from the resale shall be assigned to us in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods. In the event of the sale of goods in which we have co-ownership shares pursuant to No. 2, a part corresponding to or our co-ownership share shall be assigned to usclaims. 5. The buyer is entitled to collect claims from the resale. He is obliged to transfer the collected amounts to us in the amount of the invoice value of the reserved goods. Upon collection by the buyer, our claim shall become due immediately. This authorisation to collect shall expire in the event of our revocation. We shall only make use of our right of revocation if the buyer acts in breach of contract, in particular in the event of his default in payment or non-redemption of a bill of exchange, or if he disregards our security interest as seller in any other way. At our request, the buyer is obliged to inform his customers immediately of the assignment to us and to provide us with the information and documents necessary for collection. A further assignment of the claims from the resale by the buyer is not permitted, unless it is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately upon crediting of the factoring proceeds. 6. The buyer must inform us immediately of any seizure or other impairment by third parties. The buyer shall bear all costs which have to be incurred in order to cancel the seizure and to recover the object of purchase, insofar as they cannot be recovered from third parties. 7. If f) Should the value of the existing securities exceeds the secured claims including ancillary claims (interest, costs, etc.) by collateral we are entitled to be more than 5020 % in totalexcess of our claims against the purchaser, at our choice we shall be obliged undertake to release securities of our choice the collateral beyond this at the request of the buyerpurchaser. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention of title and, if necessary, to enter the buyer's business or warehouse for this purpose. The same shall apply if, after conclusion of the contract, it becomes apparent that our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. Taking back the goods does not constitute a withdrawal from the contract. We may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffected. 9. This section VII shall not apply in the case of delivery against advance payment.

Retention of Title. 1. 5.1 All goods delivered shall remain our the property of HMS (reserved goods) until fulfilment such time as all claims have been settled, in particular the respective claims for outstanding amounts to which HMS is entitled in the context of the claims to which we are entitled from the respective deliverybusiness relationship. This shall also apply to conditional claims arising in the future, e.g. from acceptor's bills of exchange, and also if payments are made on specially designated claims, and also to claims which are established unilaterally by the insolvency administrator by way of choice of performance. 2. Treatment and processing of the goods subject to retention of title shall be carried out for us as manufacturer within the meaning of § 950 BGB (German Civil Code) without obligating us. The processed goods shall be deemed to be goods subject to retention of title within the meaning of No. 1. If the goods subject to retention of title are processedcustomer is in default as regards payments, combined or mixed with other goods by the buyer, we HMS shall be entitled to request that the goods delivered be returned. The costs of said return shall be borne by the customer. 5.2 The acceptance of returned goods or, as the case may be, assertion of reservation of ownership shall only represent rescission of the contract if HMS declares this expressly to be the case. 5.3 The customer shall in all cases carry out the treatment or processing of goods delivered on behalf of HMS. If the reserved goods are processed or combined with other objects which do not belong to HMS in such a way as to be inseparable from them, HMS shall acquire co-ownership of the new item on a pro rata basis object in the ratio proportion of the invoice value of the goods to the other processed or combined objects at the time of said processing. 5.4 As long as the purchase price has not been completely paid, the Customer shall immediately inform us in writing if the goods become subject to retention rights of title to the invoice value of the third persons or other goods usedencumbrances. If our HMS' ownership lapses ceases as a result of combining goods' being thus combined or mixingmixed, the buyer shall already customer hereby now transfer transfers to us HMS the rights of ownership rights of the new stock or object to which he the latter is entitled in the new stock or item to the extent amount of the invoice value of the reserved goods and shall agrees to keep them in safe custody said stock or object for us HMS free of charge. Our The co-ownership rights arising from this shall be deemed to be reserved goods within the meaning of No.1clause 5.1 of these conditions of sale. 3. 5.5 The buyer customer may only sell the reserved goods subject to retention of title in the ordinary course of business under and on his normal terms and conditions of business and as long as business, provided that he is not in default, and provided that the claims receivables from the said resale in accordance with clause 5.6 and clause 5.7 of these conditions of sale are transferred to us in accordance with nosHMS. 4 to 5. He is The customer shall not be entitled to dispose of the reserved goods in any other way. 4. 5.6 The buyercustomer's claims arising receivables from the resale of the reserved goods or for any other legal reason (such as the processing or installation of supplied building materials and other materials in a property) are already hereby assigned to us HMS now, together with all securities which the buyer acquires for the assigned claims. They shall serve as security to the same extent as the reserved goods. . 5.7 If the reserved goods subject to retention of title are sold by the buyer customer together with other goods not sold delivered by usHMS, the claim assignment of the amount receivable from the said resale shall be assigned to us only apply in the ratio amount of the invoice value of the reserved goods subject to retention of title to the invoice value of the other goodsrespectively sold as shown on HMS' invoice. In the event cases of the sale of goods in which we have co-ownership shares pursuant to No. 2, HMS has a part corresponding to our co-co- ownership share in accordance with clause 5.3 of these conditions of sale, the assignment of the amount receivable shall be assigned to us. 5. The buyer is entitled to collect claims from the resale. He is obliged to transfer the collected amounts to us apply in the amount of said co-ownership share. The customer declares that there has been no assignment of these claims in respect of other contractual parties. 5.8 The customer shall have the invoice value of the reserved goods. Upon collection by the buyer, our claim shall become due immediately. This authorisation right to collect receivables from the sale in accordance with clause 5.5 of these conditions of sale until said right is revoked by HMS. HMS shall expire in have the event of our revocation. We shall only make use of our right of revocation in the cases cited in this agreement if the buyer acts customer is in breach of contract, in particular in the event of his default in as regards payment or non-redemption has made an application for the institution of a bill of exchangeinsolvency proceedings, or if he disregards our security interest as seller in any other waypayments have ceased or been suspended. At our requestIn such cases the customer shall be under obligation to make known to HMS without delay the assigned claims and respective debtors, provide all the buyer is obliged to information required for their collection, release the relevant documents and records and inform his customers immediately the debtors of the assignment assignment. The customer shall not under any circumstances be authorized to us and to provide us with assign the information and documents necessary for collection. A further assignment of the claims from the resale by the buyer is not permitted, unless it is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately upon crediting of the factoring proceedsclaims. 6. The buyer must inform us immediately of any seizure or other impairment by third parties. The buyer shall bear all costs which have to be incurred in order to cancel the seizure and to recover the object of purchase, insofar as they cannot be recovered from third parties. 7. 5.9 If the value of the existing securities exceeds the total value of the secured claims including ancillary claims (interest, costs, etc.) by more than 50% in total10%, we HMS shall be obliged under obligation to release securities of our choice at the request of the buyer. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention of title and, if necessary, to enter the buyer's business or warehouse for this purposeits own discretion. The same shall apply if, after conclusion customer must inform HMS without delay of the contract, it becomes apparent that our claim for payment under this any attachment or other contracts with the buyer is jeopardised encroachment by the buyer's lack of ability to pay. Taking back the goods does not constitute a withdrawal from the contract. We may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffectedthird parties. 9. This section VII shall not apply in the case of delivery against advance payment.

Retention of Title. 1. 8.1 All goods delivered shall remain our property (reserved goods) until fulfilment all claims arising from the business relationship with the Buyer including subsidiary claims are settled and bills of exchange or cheques received are honoured. 8.2 The Buyer shall undertake to carefully store the claims goods for us and, at our request, he shall store, label and, where applicable, return the goods in a particular manner, at his expense. 8.3 The Buyer shall undertake to insure the goods against the risk of fire and theft and, upon request, provide us with proof of such insurance. 8.4 He may not pledge or assign by way of security the goods to which we are entitled have title and must therefore immediately inform us in writing of any attachments by third parties and pro- vide us with every support in asserting our rights against the third party. Insofar as the third party is not able to reimburse us for the expenses incurred in defending the intervention, the Buyer shall be liable for the loss incurred by us. 8.5 If the Buyer breaches his contractual obligations and is in default of a payment due to us, we shall be able to withdraw from the respective deliverycontract under the statutory conditions and de- mand the immediate return of the goods. This The taking back of the purchased item by us shall also apply be deemed to conditional claims arising be withdrawal from the contract. The Buyer shall expressly grant us or our representative the right, for the purposes of inspecting, taking back or loading the reserved goods, to enter during normal business hours the area where the delivery is stored. 8.6 If our reserved goods are processed and transformed by the Buyer, the processing and transformation are carried out for us as manufacturer pursuant to Section 950 of the German Civil Code (BGB, Bürgerliches Gesetzbuch). If the purchased item is processed with substances not belonging to us, we acquire coownership of the new item in the future, e.g. from acceptor's bills of exchange, and also if payments are made on specially designated claims, and also to claims which are established unilaterally by the insolvency administrator by way of choice of performance. 2. Treatment and processing ratio of the goods value of the purchased item (final invoice amount including VAT) to the other processed substances at the time of processing. The provisions applicable to the purchased item delivered subject to retention of title shall be carried out for us as manufacturer within apply accordingly to the meaning item created by the processing. Sentence 2 shall apply accordingly in the event of § 950 BGB (German Civil Code) without obligating mixing or combining with items not owned by us. . 8.7 The processed goods Buyer shall be deemed authorised to sell our property in the proper course of business. This right shall expire if the Buyer is in default or agrees with his customer that his claim cannot be goods subject assigned. In the event of a sale - whether before or after combination, mingling, transformation or processing - the Buyer shall hereby assign to retention of title within us all claims against his customer arising from this, also insofar as he received payments for work performed, together with all subsidiary rights and security in the meaning of No. 1. If the goods subject to retention of title are processed, combined or mixed with other goods by the buyer, we shall be entitled to co-ownership amount of the new item on a pro rata basis in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used. If our ownership lapses as a result of combining or mixing, the buyer shall already now transfer to us the ownership rights to which he is entitled in the new stock or item to the extent of the invoice value of the reserved goods and shall keep them in safe custody for us free as per our invoice amount or of charge. Our co-the relevant ownership rights shall be deemed to be reserved goods within the meaning of No.1. 3share. The buyer may only sell Buyer shall have the goods subject revocable right to retention of title in collect the ordinary course of business under his normal terms and conditions of business and claims assigned to us itself, as long as he is not in default, provided that the claims from the resale are transferred to us in accordance with nos. 4 to 5. He is not entitled to dispose default of the reserved goods in any other way. 4. The buyer's claims arising from the resale of the reserved goods or for any other legal reason (such as the processing or installation of supplied building materials and other materials in a property) are already assigned to us now, together with all securities which the buyer acquires for the assigned claims. They serve as security to the same extent as the reserved goodspayment. If the goods subject to retention of title are sold by the buyer together with other goods not sold by usBuyer is in default, the claim from the resale he shall be assigned required at our request to disclose the assignment and inform us in the ratio of the invoice value names and addresses of the goods subject to retention of title to the invoice value of the other goods. In the event of the sale of goods in which we have co-ownership shares pursuant to No. 2, a part corresponding to our co-ownership share shall be assigned to us. 5. The buyer is entitled to collect claims from the resale. He is obliged to transfer the collected amounts to us in thirdparty debtor and the amount of the invoice value of the reserved goods. Upon collection by the buyer, our claim shall become due immediately. This authorisation to collect shall expire in the event of our revocation. We shall only make use of our right of revocation if the buyer acts in breach of contract, in particular in the event of his default in payment or non-redemption of a bill of exchange, or if he disregards our security interest as seller in any other way. At our request, the buyer is obliged to inform his customers immediately of the assignment to us and to provide us with the information and documents necessary for collection. A further assignment of the claims from the resale by the buyer is not permitted, unless it is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured latter‘s claim. Our claim shall become due immediately upon crediting of the factoring proceeds. 6. The buyer must inform us immediately of any seizure or other impairment by third parties. The buyer shall bear all costs which have to be incurred in order to cancel the seizure and to recover the object of purchase, insofar as they cannot be recovered from third parties. 7. 8.8 If the value of the existing securities security exceeds the secured claims including ancillary claims (interest, costs, etc.) by more than 5020% in total, we shall be obliged to release securities of our choice in this regard at the request of the buyerBuyer to release security selected by us. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention of title and, if necessary, to enter the buyer's business or warehouse for this purpose. The same shall apply if, after conclusion of the contract, it becomes apparent that our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. Taking back the goods does not constitute a withdrawal from the contract. We may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffected. 9. This section VII shall not apply in the case of delivery against advance payment.

Retention of Title. 1. All 7.1 The goods delivered sold shall remain our property (reserved goods) until fulfilment all of the claims arising from our business relationship have been satisfied (‘goods subject to which we are entitled from the respective delivery. This shall also apply to conditional claims arising in the future, e.g. from acceptor's bills retention of exchange, and also if payments are made on specially designated claims, and also to claims which are established unilaterally by the insolvency administrator by way of choice of performancetitle’). 2. Treatment and processing 7.2 Until the secured claim has been paid in full, the customer may only dispose of the goods subject to retention of title shall be carried out for us as manufacturer within the meaning of § 950 BGB (German Civil Code) without obligating uswith our prior consent. The processed goods customer shall be deemed promptly inform us in text form if and to be the extent that third parties attempt to attach goods subject to retention of title within the meaning of No. 1. title. 7.3 If the goods subject to retention of title are processed, combined treated or mixed with other goods processed by the buyercustomer, our retention of title shall extend to the new item in its entirety. If the customer processes, combines or mixes such goods with third-party products, we shall be entitled to acquire co-ownership of the new item on a pro rata basis resulting product in the ratio of the invoice invoiced value of our goods to that of the third-party products utilized by the customer at the time of the processing, combination or admixture. 7.4 If the customer combines or mixes goods subject to retention of title with a main item belonging itself, the customer hereby transfers its rights in the resulting new item to the invoice value of the other goods usedus. If our ownership lapses as the customer combines or mixes goods subject to retention of title with a result of combining or mixingmain item belonging to a third party for a fee, the buyer shall already now transfer to customer hereby assigns us its compensation claims against the ownership rights to which he is entitled in third party. We accept the new stock or item to the extent of the invoice value of the reserved goods and shall keep them in safe custody for us free of charge. Our co-ownership rights assignment. 7.5 The customer shall be deemed entitled to be reserved goods within the meaning of No.1. 3. The buyer may only sell the resell goods subject to retention of title in the ordinary course of business under his normal terms and conditions of business and as long as he is not in default, provided that the claims from the resale are transferred to us in accordance with nos. 4 to 5. He is not entitled to dispose of the reserved goods in any other way. 4. The buyer's claims arising from the resale of the reserved goods or for any other legal reason (such as the processing or installation of supplied building materials and other materials in a property) are already assigned to us now, together with all securities which the buyer acquires for the assigned claims. They serve as security to the same extent as the reserved goodsbusiness. If the customer sells goods subject to retention of title are sold by without receiving the buyer together with other goods not sold by usfull purchase price, the claim from the resale it shall be assigned to us in the ratio of the invoice value of the goods subject agree to retention of title to with its buyer, which reflects the invoice value of obligations that bind the other goods. In the event of the sale of goods in which we have co-ownership shares pursuant to No. 2, a part corresponding to our co-ownership share shall be assigned to us. 5customer. The buyer is entitled to collect claims from the resale. He is obliged to transfer the collected amounts customer hereby assigns to us in its claims based on any such resale and its rights under the amount retention of the invoice value of the reserved goods. Upon collection title agreed-upon by the buyer, our claim shall become due immediately. This authorisation to collect shall expire in the event of our revocationcustomer. We shall only make use of our right of revocation if accept the buyer acts in breach of contract, in particular in the event of his default in payment or non-redemption of a bill of exchange, or if he disregards our security interest as seller in any other wayassignment. At our request, the buyer is customer shall be obliged to inform his customers immediately the buyer of the assignment to us and to provide us with the information and documents documentation necessary for collection. A further assignment of to assert our rights against the claims from the resale by the buyer is not permitted, unless it is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately upon crediting of the factoring proceeds. 6customer’s buyer. The buyer must inform us immediately of any seizure or other impairment by third parties. The buyer shall bear all costs which have to be incurred in order to cancel the seizure and to recover the object of purchase, insofar as they cannot be recovered from third parties. 7. If the value of the existing securities exceeds the secured claims including ancillary claims (interest, costs, etc.) by more than 50% in total, we customer shall be obliged to release securities of our choice at the request of the buyer. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention of title and, if necessary, to enter the buyer's business or warehouse for this purpose. The same shall apply if, after conclusion of the contract, it becomes apparent that our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. Taking back the goods does not constitute a withdrawal from the contract. We may also prohibit collect its claims based on the resale, further processing and removal of despite the reserved goods. The provisions of assignment, as long as the Insolvency Code shall remain unaffectedcustomer properly meets its obligations to us. 9. This section VII shall not apply in the case of delivery against advance payment.

Retention of Title. 1. All goods delivered Any delivery shall remain our property (reserved of NEUMAN until full settlement of all payments relating to the delivery, including accessory payments such as interest and expenses. The customer shall store goods) until fulfilment , which are subject to retention of title by XXXXXX, separately and in a proper manner and take out appropriate insurance cover for such goods. The customer may in the normal course of business further process or re-sell the goods, which are subject to retention of title by XXXXXX; provided, however, that pledging or protective conveyance of the claims to which we are entitled goods may only be made upon prior written approval from NEUMAN. In the respective delivery. This event of further processing of the goods, XXXXXX’x retention of title shall also apply extend to conditional claims arising such products as may result from such further processing. If goods, which are subject to retention of title by NEUMAN, are further processed or joined to or mixed with other materials, NEUMAN shall obtain common ownership on the product which thus arises in the future, e.g. from acceptor's bills proportion of exchange, the value of the goods supplied by NEUMAN to the value of the other materials. In any such event the customer shall be deemed a custodian of the goods and also if payments are made on specially designated claims, and also be obliged to claims participate in all measures which are established unilaterally by the insolvency administrator by way may be necessary or useful to protect ownership of choice of performance. 2NEUMAN. Treatment and processing of If third parties assert or intend to assert rights over the goods subject to retention of title shall be carried out for us as manufacturer within the meaning of § 950 BGB (German Civil Code) without obligating us. The processed goods shall be deemed to be goods subject to retention of title within the meaning of No. 1. If the goods subject to retention of title are processed, combined or mixed with other goods by the buyer, we shall be entitled to co-ownership of the new item on a pro rata basis in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used. If our ownership lapses as a result of combining or mixingtitle, the buyer customer, else being liable for all damages, shall already now transfer to us the ownership rights to which he is entitled in the new stock or item to the extent of the invoice value of the reserved goods and shall keep them in safe custody for us free of charge. Our co-ownership rights shall be deemed to be reserved goods within the meaning of No.1. 3. The buyer may only sell the goods subject to retention of title in the ordinary course of business under his normal terms and conditions of business and as long as he is not in default, provided that the claims from the resale are transferred to us in accordance with nos. 4 to 5. He is not entitled to dispose of the reserved goods in any other way. 4. The buyer's claims arising from the resale of the reserved goods or for any other legal reason (such as the processing or installation of supplied building materials and other materials in a property) are already assigned to us now, together with all securities which the buyer acquires for the assigned claims. They serve as security to the same extent as the reserved goods. If the goods subject to retention of title are sold by the buyer together with other goods not sold by us, the claim from the resale shall be assigned to us in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goodswithout delay inform NEUMAN accordingly. In the event of the a re-sale of the goods in which we have cothe customer, simultaneously with such re-ownership shares sale, assigns to NEUMAN its purchase price receivable against the respective purchaser of the goods. Deliveries repossessed by NEUMAN pursuant to No. 2, a part corresponding to our co-ownership share shall be assigned to us. 5. The buyer is entitled to collect claims from the resale. He is obliged to transfer the collected amounts to us in the amount assertion of the invoice value of the reserved goods. Upon collection by the buyer, our claim shall become due immediately. This authorisation to collect shall expire in the event of our revocation. We shall only make use of our right of revocation if the buyer acts in breach of contract, in particular in the event of his default in payment or non-redemption of a bill of exchange, or if he disregards our security interest as seller in any other way. At our request, the buyer is obliged to inform his customers immediately of the assignment to us and to provide us with the information and documents necessary for collection. A further assignment of the claims from the resale by the buyer is not permitted, unless it is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately upon crediting of the factoring proceeds. 6. The buyer must inform us immediately of any seizure or other impairment by third parties. The buyer shall bear all costs which have to be incurred in order to cancel the seizure and to recover the object of purchase, insofar as they cannot be recovered from third parties. 7. If the value of the existing securities exceeds the secured claims including ancillary claims (interest, costs, etc.) by more than 50% in total, we shall be obliged to release securities of our choice at the request of the buyer. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention of title andshall be taken back at their scrap value, if necessary, to enter whereby the buyer's business or warehouse for this purposecosts of return transport shall be borne by the customer. The same shall apply ifcustomer shall, after conclusion however, be credited any gains from sales beyond the scrap value. Tools manufactured by NEUMAN for the purpose of producing the contract, it becomes apparent that our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. Taking back the ordered goods does not constitute a withdrawal from the contract. We may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffectedproperty of NEUMAN even if the customer paid for the tools. 9. This section VII shall not apply in the case of delivery against advance payment.

Retention of Title. 1. All goods 6.1 Goods delivered shall remain our property (reserved goods) until fulfilment full payment of the claims to which we are entitled all receivables arising from the respective deliverybusiness relationship with the customer, and where cheques or bills of exchange were accepted, until these are conclusively cleared at bank. This shall The receivables secured by retention of title also apply to conditional include future receivables arising against the customer. If the customer has an open trade account relationship with us, the retention of title is valid until settlement of any and all claims arising in from the future, account. Where we have entered into contingent liabilities (e.g. from acceptor's bank guarantees or acceptance of bills of exchange, and also if payments are made on specially designated claims, and also to claims ) in the interest or at the request of the customer until final release from these liabilities. 6.2 The customer shall treat all goods which are established unilaterally by the insolvency administrator by way of choice of performance. 2. Treatment and processing of the goods subject to retention of title with care; in particular they are obliged to insure the goods sufficiently against fire, water, burglary, theft and/or any other damage by third parties at nominal value and at their own expense. At our request, any relevant insurance documents shall be carried submitted to us for inspection. Under the dissolving condition of expiry of the retention of title, the customer assigns herewith any and all claims against the insurances. As far as maintenance, servicing and/or inspection works are required, the customer has to carry out for these works obligations in due time at his own expense. 6.3 As a general rule, the co-operation between us as manufacturer within and companies that intend to distribute our products is undertaken on the meaning basis of § 950 BGB (German Civil Code) distributorship contracts. If the distributors have been authorised in these contracts or the customer has expressly been authorised by us in any other way to sell the purchased goods in the proper course of business, the following additional provisions shall apply: 6.3.1 The customer herewith assigns to us all receivables, including all ancillary rights, accruing to them due to resale to their customers or to third parties, regardless of whether the goods have been resold with or without obligating usfurther processing. The processed goods shall be deemed to be goods If the goods, which are subject to retention of title within the meaning of No. 1. If the goods subject to retention of title title, are processed, combined or mixed with other goods resold by the buyer, we shall be entitled to co-ownership of the new item on a pro rata basis in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used. If our ownership lapses as a result of combining or mixing, the buyer shall already now transfer to us the ownership rights to which he is entitled in the new stock or item to the extent of the invoice value of the reserved goods and shall keep them in safe custody for us free of charge. Our co-ownership rights shall be deemed to be reserved goods within the meaning of No.1. 3. The buyer may only sell the goods subject to retention of title in the ordinary course of business under his normal terms and conditions of business and as long as he is not in default, provided that the claims from the resale are transferred to us in accordance with nos. 4 to 5. He is not entitled to dispose of the reserved goods in any other way. 4. The buyer's claims arising from the resale of the reserved goods or for any other legal reason (such as the processing or installation of supplied building materials and other materials in a property) are already assigned to us now, together with all securities which the buyer acquires for the assigned claims. They serve as security to the same extent as the reserved goods. If the goods subject to retention of title are sold by the buyer customer together with other goods not sold supplied by us, the assignment of the claim from the resale shall be assigned limited to us in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods. In the event of the sale of goods in which we have co-ownership shares pursuant to No. 2, a part corresponding to our co-ownership share shall be assigned to us. 5. The buyer is entitled to collect claims from the resale. He is obliged to transfer the collected amounts to us in the amount of the invoice value of the respective sold reserved goods. Upon In the event that goods are sold in which we hold co-ownership pursuant to Section 6.4.2 below, the assignment of the receivables shall equal the value of this ownership share. The receivables assigned shall be served as security in the same scope as the reserved goods. 6.3.2 At our request, the customer has to specify by name the customers to whom he has resold the goods. 6.3.3 The customer is only entitled to resell the goods which are subject to the retention of title if his customers either pay the full purchase price immediately upon transfer of the purchased item (payment with delivery) or if he has also agreed an effective retention of title with his end customer(s). 6.3.4 Even after assignment of a claim to us, the customer shall remain authorised to collect any receivables. The customer is, though, not entitled to an assignment of the claim, including to a factoring business. Our entitlement to collect the claim ourselves remains unaffected. We commit ourselves not to collect the claim as long as the customer duly meets his payment obligations arising from the business relationship and no case as described in Clause 6.3.5 below applies. If our receivables are due, the customer has to forward collected amounts immediately to us. 6.3.5 We may revoke a direct debit mandate and/or may collect the receivables ourselves at any time if the customer is in default of payment obligations arising from the business relationship or if a substantial deterioration of the customer’s financial situation, pursuant to Clause 3.11 of these Terms, arises. 6.3.6 If the conditions for exercising the right of withdrawal exist, we may request in addition to naming of the debtor that the customer assigns to us any return claims against their customers, provides us with all and any necessary information required for the collection of receivables, hands over all relevant documents and informs the debtor (third parties) of the assignment. In addition, we reserve the right to personally advise the debtors of such assignment. 6.3.7 If the assigned receivables are included in a trading account between the customer and their customers, the customer already herewith assigns to us the part of the balance from that account which is equivalent to our claim. This assignment shall be made both in respect of the particular closing balance as well as in respect of a possible prior surplus. If intermediate balances are made, and their carrying forward has been agreed upon, the receivables from the intermediate balance being due to us in accordance with the aforesaid provision shall be treated as being assigned to us for the next balance. 6.4 Until full payment for the reserved goods, the customer is only entitled to process, and/or combine and/or inseparably mix the goods (e.g. by installing them on another assembly) with other goods (not belonging to us) in the proper and orderly course of business, as long as he is not in default of payment and he has provided a guarantee or other comparable security covering the outstanding receivables from the purchase price. In such cases the following shall apply: 6.4.1 The processing or modification of the purchased item by the buyercustomer will always be carried out on our behalf, without the customer being entitled to raise any claims resulting thereof. 6.4.2 If the item purchased is processed using other items not belonging to us, then we shall acquire co- ownership of the new item in the proportion of the value of the item purchased to the other items processed at the time of processing 6.4.3 If the item purchased is inseparably combined or mixed with other objects not belonging to us, we acquire joint ownership of the new item in proportion to the objective market value of the goods purchased in respect of the other combined or mixed items at the time of combining or mixing. Unless otherwise agreed upon, the objective market value of the purchased goods shall be determined by the final invoice amount including VAT. 6.4.4 If the combination or mixing was undertaken in such a way that the object of the customer is to be regarded as the main item, it is agreed that the customer transfers proportional joint ownership to us. The customer shall hold the sole ownership or joint ownership thus created on our claim behalf or, insofar as the customer does not possess the object, he assigns herewith his right to recover possession to us. 6.4.5 In all other respects, all provisions of this Clause 6 (Retention of Title) shall become due immediatelyapply unchanged for the product created by modification, combination and/or mixing as for the reserved goods. 6.5 If the customer is in default with payments from this business relationship, we are entitled to prohibit the resale of the goods subject to retention of title, their modification, mixing and/or their combination with other objects at any time. This authorisation In addition, the customer shall only be entitled and authorised to collect the resale or any other use of the goods which are subject to retention, if it can be guaranteed that the receivables pursuant to the aforementioned clauses are assigned to us, and in particular, that no non-assignment clauses in the customer’s relationship with his customers exists. 6.6 Until full payment of the secured claims, the customer shall expire in not be entitled to pledge or to transfer by way of security the reserved goods. In the event of our revocationseizures or other actions by third parties concerning the goods, the customer shall without delay notify us in writing and, if necessary, take any appropriate immediate action. We If the third party is unable to reimburse us for the judicial and extrajudicial costs of a successful legal action in accordance with § 771 ZPO (German Code of Civil Procedure), the customer shall only make use of our right of revocation if be liable for any loss incurred by us. 6.7 If the buyer customer acts in breach of contract, in particular in the event of his default in payment or non-redemption of a bill of exchange, or particularly if he disregards our security interest as seller gets in any other way. At our request, the buyer is obliged to inform his customers immediately of the assignment to us and to provide us default with the information and documents necessary for collection. A further assignment of the claims from the resale by the buyer is not permitted, unless it is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately upon crediting of the factoring proceeds. 6. The buyer must inform us immediately of any seizure or other impairment by third parties. The buyer shall bear all costs which have to be incurred in order to cancel the seizure and to recover the object of purchase, insofar as they cannot be recovered from third parties. 7. If the value of the existing securities exceeds the secured claims including ancillary claims (interest, costs, etc.) by more than 50% in total, we shall be obliged to release securities of our choice at the request of the buyer. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is duepayments, we are entitled to withdraw from the contract following the statutory provisions and/or to request the surrender of the goods on account of our retention of ownership. The demand for returning of the goods does not simultaneously include a withdrawal from the contract, rather, we are entitled to reclaim the goods only and reserve the right of withdrawal from contract. If the customer does not render any payments due, we may exercise these rights only if we have set the customer a reasonable period of time for payment or if such setting of a deadline is dispensable in accordance with statutory provisions. In addition, we are entitled to claim compensation from the customer for the loss occurred. 6.8 If we request the surrender of the goods, we are entitled to enter the customer’s site, their premises and buildings to take back possession of our property and to ship the goods to a different location or arrange for such a shipment. 6.9 The customer must, at any time upon our request, provide us with information concerning the whereabouts of the reserved goods and about any receivables arising from a possible resale. 6.10 We undertake, upon the customer's request, to release the securities (goods and receivables) to which we are entitled pursuant to the above provisions at our discretion insofar as their realisable value exceeds the receivables to be secured by more than 10% or as their estimated value exceeds the receivables to be secured by more than 50%. 6.11 If the reservation of title agreed in the provisions above is not approved in its entirety under the law of the country in which the goods subject to retention are located, the customer must inform us of title and, if necessary, to enter this at the buyer's business or warehouse for this purpose. The same shall apply if, after latest upon conclusion of the contract. In such case, it becomes apparent that our claim for payment under rather than the reservation of title agreed here, the security which economically comes closest to this agreement shall be considered as agreed upon. Where such additional conditions are to be created or other contracts with the buyer is jeopardised measures by the buyer's lack client are required (e.g. statements by the client and/or measures to preserve formal requirements), the customer undertakes to carry out all of ability these measures at our request, and/or to pay. Taking back the goods does not constitute a withdrawal from the contract. We may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffected. 9. This section VII shall not apply assist in the case fulfilment of delivery against advance paymentthese conditions.

Retention of Title. 1. All goods delivered Our shipments shall remain our property (reserved goodsgoods subject to retention of title) until fulfilment up to the performance of the each one of our claims to which we are entitled from the respective delivery. This shall also apply to conditional claims arising (no matter what cause in the future, e.g. from acceptor's bills of exchange, law and also in particular current account claims) even if payments are made on payment has been per- formed for specially designated claims. If the customer is not the end consumer, he shall keep the goods subject to the retention of title with the care of an orderly tradesman and also to claims which are established unilaterally by shall insure them on our request. The customer shall be under the insolvency administrator by way obligation of choice notifying us of performance. 2. Treatment and processing each relocation of the goods subject to retention of title shall be carried out for us as manufacturer within the meaning tile without delay in writing. He may only dispose or make use of § 950 BGB (German Civil Code) without obligating us. The processed goods shall be deemed to be these goods subject to retention of title within in his normal business opera- tions at his customary business conditions and only so long he is not in default. In this case, the meaning customer has already relinquished to us his claims from the resale or use of Nothe goods subject to retention of title. 1We accept this assigna- tion. If The customer shall be under the obligation to safeguard our rights in reselling the goods subject to retention of title are processed, combined on credit. The customer shall not be permitted to pawn or mixed with pledge as security the goods subject to retention of title. In case of distraint or other goods by the buyer, we shall be entitled third party access to co-ownership of the new item on a pro rata basis in the ratio of the invoice value of the goods subject to retention of title to or those claims relin- quished in advance, the invoice value customer shall refute the distraint or access of the other goods usedthird party by giving notice of the prop- erty subject to retention of title. If our ownership lapses as a result The customer shall inform us without delay (without culpable hesitation) of combining or mixingthis occur- rence by sending us the necessary documents – in particular with distraints, the buyer shall already now transfer to us the ownership rights to which he is entitled in the new stock or item to the extent copy of the invoice value distraint transcript – so that we may instigate third party proceedings. Inasmuch as the third person is not in a position to recompense us for the judicial or extra-judicial expenses of asserting our rights, the customer shall be liable for any loss. Should the customer contravene the above mentioned obligations or fall into arrears of payment or become insolvent, we reserve the right to demand, at the customer’s expense, the immediate surrender of the reserved goods and shall keep them in safe custody for us free which are our prop- erty and/or the prompt procurement of chargethese assets without setting any subsequent deadline. Our co-ownership rights shall be deemed to be reserved goods within After the meaning recovery of No.1. 3. The buyer may only sell the these goods subject to retention of title in title, we reserve the ordinary course of business under his normal terms and conditions of business and as long as he is not in default, provided that the claims from the resale are transferred to us in accordance with nos. 4 to 5. He is not entitled right to dispose of the reserved goods in any other way. 4same without restraint and to offset the proceeds against the customer’s liabilities. The buyer's claims arising from the resale In this distraint or recovery of the reserved goods or for any other legal reason (such as the processing or installation of supplied building materials and other materials in a property) are already assigned to us now, together with all securities which the buyer acquires for the assigned claims. They serve as security to the same extent as the reserved goods. If the goods subject to retention of title are sold by the buyer together with other goods not sold by ustitle, the claim no declaration of withdrawal from the resale shall contract may be assigned to us in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods. In the event of the sale of goods in which we have co-ownership shares pursuant to No. 2, a part corresponding to our co-ownership share shall be assigned to us. 5. The buyer is entitled to collect claims from the resale. He is obliged to transfer the collected amounts to us in the amount of the invoice value of the reserved goods. Upon collection by the buyer, our claim shall become due immediately. This authorisation to collect shall expire in the event of our revocation. We shall only make use of our right of revocation if the buyer acts in breach of contract, in particular in the event of his default in payment or non-redemption of a bill of exchange, or if he disregards our security interest as seller in any other way. At our request, the buyer is obliged to inform his customers immediately of the assignment to us and to provide us with the information and documents necessary for collection. A further assignment of the claims from the resale by the buyer is not permittedimputed, unless it this is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately upon crediting of the factoring proceeds. 6. The buyer must inform us immediately of any seizure or other impairment by third parties. The buyer shall bear all costs which have to be incurred in order to cancel the seizure and to recover the object of purchase, insofar as they cannot be recovered from third parties. 7expressly stated. If the value of the existing securities secu- rities appointed by us exceeds the secured claims including ancillary claims (interest, costs, etc.) our total account balance by more than 50% in total20%, then we shall will be obliged to release under the obligation of releasing securities of our choice at upon receiving the request of the buyercustomer’s written request. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention of title and, if necessary, to enter the buyer's business or warehouse for this purpose. The same shall apply if, after conclusion of the contract, it becomes apparent that our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. Taking back the goods does not constitute a withdrawal from the contract. We may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffected. 9. This section VII shall not apply in the case of delivery against advance payment.

Retention of Title. 1. All 8.1 The delivered goods delivered shall remain our property until all claims on our part against the Buyer arising in connection with the business relationship have been satisfied in full (reserved goods) until fulfilment ). 8.2 In the event of breaches of duty on the part of the Buyer - in particular, should he default on payment - we shall be entitled to withdraw from the contract and take back the reserved goods; the Buyer shall be under obligation to hand over the goods. The taking back of goods or assertion of the right of retention shall not require the supplier to withdraw from the contract; these acts or the garnishment of the reserved goods on our part shall not constitute a withdrawal from the contract unless we explicitly pronounce this. 8.3 The Buyer is entitled to resell the goods in the orderly course of business; he shall, however, assign to us here and now any claims to which we are entitled the tune of the invoice amount (including VAT) accruing from the respective deliveryresale against his customers or third parties, irrespective or whether the goods were sold unprocessed or following further processing. The Buyer shall be entitled to collect this claim, even following assignment. This shall also apply not affect our authority to conditional claims arising collect the claim ourselves. We shall, however, undertake to refrain from collecting the claim as long as the Buyer meets his payment obligations from the proceeds received, does not fall into arrears and in the future, e.g. from acceptor's bills particular no petition of exchange, and also if bankruptcy has been filed or payments are made on specially designated claims, and also to claims which are established unilaterally by the insolvency administrator by way of choice of performance. 2. Treatment and processing of the goods subject to retention of title shall be carried out for us as manufacturer within the meaning of § 950 BGB (German Civil Code) without obligating us. The processed goods shall be deemed to be goods subject to retention of title within the meaning of No. 1have been suspended. If this is the goods subject to retention of title are processed, combined or mixed with other goods by the buyercase, we shall be entitled to demand that the Buyer notifies us of the assigned claims and their debtors, furnishes us with all information necessary to collect the debt and submits too us all appropriate documents and notifies the debtors (third parties) of the assignment. 8.4 During the reservation of title, the Buyer shall not be permitted to pledge or transfer the goods by way of security. The Buyer must notify us immediately in the event of distraint or seizure of the goods or any other disposal or third-party intervention, so that we may assert our rights. Insofar as the third party is unable to reimburse the court and out-of-court costs expenses of a lawsuit pursuant to § 771 Code of Civil Procedure (ZPO), the Buyer shall be liable for any loss incurred by us. 8.5 The Buyer shall be under obligation to take good care of the object of sale and shall in particular be under obligation to insure the same sufficiently against fire damage, water damage and theft at the replacement value at his own expense. If and to the extent that maintenance and inspection work becomes necessary, the Buyer must carry these out at his own expense in a timely fashion. 8.6 The processing or remodelling of the object of purchase by the Buyer shall take place for us. If the object of purchase is processed or inseparably commingled with objects not belonging to us, then we shall obtain co-ownership of the new item on object in a pro rata basis in the ratio of the invoice value of the goods subject to retention object of title purchase (invoice amount, including VAT) to the invoice value of the other goods usedobjects at the time of processing or commingling. For the rest, the same shall apply to the object resulting from the processing or commingling as for the object of purchase delivered conditionally. If our ownership lapses the commingling is effected in a manner that the object of the Buyer may be seen as a result of combining or mixingthe main thing, it is agreed that the buyer Buyer shall already now transfer assign to us the ownership rights to which he is entitled in the new stock or item to the extent of the invoice value of the reserved goods and pro rata co-ownership. The Buyer shall keep them in safe custody for us free of charge. Our the resulting sole or co-ownership rights shall be deemed to be reserved goods within the meaning of No.1on our behalf. 3. The buyer may only sell the goods subject to retention of title in the ordinary course of business under his normal terms and conditions of business and as long as he is not in default, provided that the claims from the resale are transferred to us in accordance with nos. 4 to 5. He is not entitled to dispose of the reserved goods in any other way. 4. The buyer's claims arising from the resale of the reserved goods or for any other legal reason (such as the processing or installation of supplied building materials and other materials in a property) are already assigned to us now, together with all securities which the buyer acquires for the assigned claims. They serve as security to the same extent as the reserved goods. If the goods subject to retention of title are sold by the buyer together with other goods not sold by us, the claim from the resale shall be assigned to us in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods. In the event of the sale of goods in which we have co-ownership shares pursuant to No. 2, a part corresponding to our co-ownership share shall be assigned to us. 5. The buyer is entitled to collect claims from the resale. He is obliged to transfer the collected amounts to us in the amount of the invoice value of the reserved goods. Upon collection by the buyer, our claim shall become due immediately. This authorisation to collect shall expire in the event of our revocation. We shall only make use of our right of revocation if the buyer acts in breach of contract, in particular in the event of his default in payment or non-redemption of a bill of exchange, or if he disregards our security interest as seller in any other way. At our request, the buyer is obliged to inform his customers immediately of the assignment to us and to provide us with the information and documents necessary for collection. A further assignment of the claims from the resale by the buyer is not permitted, unless it is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately upon crediting of the factoring proceeds. 6. The buyer must inform us immediately of any seizure or other impairment by third parties. The buyer shall bear all costs which have to be incurred in order to cancel the seizure and to recover the object of purchase, insofar as they cannot be recovered from third parties. 7. If the value of the existing securities exceeds the secured claims including ancillary claims (interest, costs, etc.) by more than 50% in total, we shall be obliged to release securities of our choice at the request of the buyer. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention of title and, if necessary, to enter the buyer's business or warehouse for this purpose. The same shall apply if, after conclusion of the contract, it becomes apparent that our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. Taking back the goods does not constitute a withdrawal from the contract. We may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffected. 9. This section VII shall not apply in the case of delivery against advance payment.

Retention of Title. 1. All goods delivered shall remain our property (reserved goods) until fulfilment Until settlement of the all claims to which we are entitled arising from the respective delivery. This business relationship including any refinancing or acceptor’s bills we shall also apply retain title to conditional claims arising goods supplied by us and they may be disposed of only in the future, e.g. from acceptor's bills ordinary course of exchange, and also if payments are made business. The customer shall not acquire ownership of things completely or partly manufactured by processing such goods; processing shall take place without payment exclusively on specially designated claims, and also to claims which are established unilaterally by the insolvency administrator by way of choice of performance. 2our behalf. Treatment and processing of the goods subject to Should retention of title lapse for any reason, however, the seller and the customer hereby agree that ownership of the things shall be carried out for us as manufacturer within pass to the meaning seller upon processing and the seller hereby agrees to passing of § 950 BGB (German Civil Code) without obligating ustitle. The processed customer shall continue to have custody of them without payment. In the case of processing with third party goods shall be deemed to be goods subject to retention of title within the meaning of No. 1. If the goods subject to retention of title are processed, combined or mixed with other goods by the buyer, we shall be entitled to co-acquire joint ownership of the new item on a pro rata basis in things. The scope of joint ownership shall be determined by the ratio proportion of the invoice value of the goods subject to retention of title to the invoice value of the other goods used. If our ownership lapses as a result of combining or mixing, the buyer shall already now transfer to supplied by us the ownership rights to which he is entitled in the new stock or item to the extent of the invoice value of the reserved goods and shall keep them in safe custody for us free of charge. Our co-ownership rights shall be deemed to be reserved goods within the meaning of No.1. 3. The buyer may only sell the goods subject to retention of title in the ordinary course of business under his normal terms and conditions of business and as long as he is not in default, provided that the claims from the resale are transferred to us in accordance with nos. 4 to 5. He is not entitled to dispose of the reserved goods in any other way. 4. The buyer's claims arising from the resale of the reserved goods or for any other legal reason (such as the processing or installation of supplied building materials and other materials in a property) are already assigned to us now, together with all securities which the buyer acquires for the assigned claims. They serve as security to the same extent as the reserved goods. If the goods subject to retention of title are sold by the buyer together with other goods not sold by us, the claim from the resale shall be assigned to us in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods. In The customer hereby assigns the event claim arising from resale of the sale reserved goods to the seller, who accepts assignment, to the extent of goods in which we have co-ownership shares pursuant processing of the goods. If, besides the seller’s reserved goods, the result of processing contains only objects that either belonged to Nothe customer or were delivered under what is known as simple reservation of title, the customer shall assign the entire purchase price claim to the seller. 2In other cases, a part corresponding i.e., if advance assignments to our co-ownership share several suppliers concur, the seller shall be assigned to us. 5. The buyer is entitled to collect claims from a fraction of the resale. He is obliged claim according to transfer the collected amounts to us in the amount proportion of the invoice value of its reserved goods to the reserved goods. Upon collection by invoice value of the buyer, our claim shall become due immediately. This authorisation to collect shall expire in the event of our revocationother objects processed. We shall only make use transfer ownership of our right of revocation if goods supplied by us to the buyer acts in breach of contract, in particular in customer at the event of his default in payment or non-redemption of a bill of exchange, or if he disregards our security interest as seller in any other way. At our request, latter’s request to the buyer is obliged to inform his customers immediately of extent that the assignment to us and to provide us with the information and documents necessary for collection. A further assignment of the claims from the resale by the buyer is not permitted, unless it is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately upon crediting of the factoring proceeds. 6. The buyer must inform us immediately of any seizure or other impairment by third parties. The buyer shall bear all costs which have to be incurred in order to cancel the seizure and to recover the object of purchase, insofar as they cannot be recovered from third parties. 7. If the current value of the existing securities goods exceeds our claim by 15%. Should parts of these Terms be or become ineffective this shall not affect the secured claims including ancillary claims (interest, costs, etc.) by more than 50% in total, we validity of the other provisions. The ineffective provisions shall be obliged replaced by a provision coming as close as possible for commercial purposes to release securities of our choice at the request of the buyer. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention of title and, if necessary, to enter the buyer's business or warehouse for this purposeineffective provisions. The same place of performance for delivery and payment shall be Bremen. The place of jurisdiction shall be Bremen Local Court. German law shall apply ifexcluding the United Nations Convention dated 11 April 1980 on Contracts for the International Sale of Goods. L’ensemble des offres et des prix catalogue sont sans engagement. Les commandes et les accords ne sont fermes qu’après notre confirmation écrite selon nos Conditions de livraison et de paiement. Nous ne reconnaissons par les conditions d’achats divergentes de l’acheteur même si nous ne nous y opposons pas expressément. Les conditions divergentes de l’acheteur ne sont valides que si nous les confirmons par écrit. L’acheteur accepte le traitement automatisé des données qui nous sont communiquées. Les quantités indiquées dans la lettre de confirmation peuvent être livrées avec une divergence maximale de plus ou moins 10 %. Nos prix s’entendent en euros, after conclusion of the contractà l’exclusion de x’xxxxxxxxx, it becomes apparent that our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. Taking back the goods does not constitute a withdrawal from the contract. We may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffectedxx xx xxxx xxx xx xxxxxx ajoutée et des frais d’assurance départ usine. 9. This section VII shall not apply in the case of delivery against advance payment.

Retention of Title. 1. All goods delivered shall by us remain our property (reserved goodsReserved Property) until fulfilment all claims arising from our business contacts have been settled, regardless of the origin of the claims to which we are entitled from the respective delivery. This shall also apply to and including future or conditional claims arising (current account reservation). The current account reservation is not applicable in in prepayment or delivery vs payment cases. In these cases, the future, e.g. from acceptor's bills of exchange, and also if payments are made on specially designated claims, and also to claims which are established unilaterally by goods remain our property until the insolvency administrator by way of choice of performancepurchase price for these goods has been paid in full. 2. Treatment and With regard to processing or manufacturing of the goods subject to retention of title Reserved Property, we shall be carried out for us as manufacturer deemed to be manufac- turer within the meaning of § 950 BGB (German Civil Code) without obligating uscommitting us in any way. The processed or manufactured goods shall be deemed to be goods subject to retention of title regarded as Reserved Property within the meaning of Noclause V/1 of these Conditions. 1. If When the Buyer processes, combines or mixes the reserved goods subject to retention of title are processed, combined or mixed with other goods by the buyergoods, we shall be entitled to retain co-ownership of in the new item on a pro rata basis product in the ratio relation of the invoice value of the reserved goods subject to retention of title to the invoice value of the other goods usedproduced. If our ownership lapses as a result of combining property disappears due to combination or mixingmixture, the buyer shall already now transfer Buyer transfers to us the ownership already his property rights to which he is entitled in the new stock goods or item items in relationship to the extent of the invoice value of the reserved goods and shall keep will retain them in safe custody for us free of chargewithout cost. Our The resulting co-ownership rights shall be deemed to be reserved goods within counts as Reserved Property in the meaning of No.1Section V/1 of these Conditions. 3. The buyer Buyer may only re-sell the goods subject to retention of title Reserved Property only in the ordinary course of business under his normal terms business relations and to normal business conditions of business and as long as he is not in default, provided arrears and only on the condition that the claims from the resale related sale are transferred to us in accordance with nos. 4 according to 5Sections V/4 to V/6 of these Conditions. He is not entitled authorized to dispose of use the reserved goods in Reserved Property for any other waypurpose. 4. The buyer's claims arising of the Buyer from the resale further sale of the reserved goods or for any other legal reason (such Reserved Property count already as the processing or installation of supplied building materials and other materials in a property) are already assigned transferred to us now, together with all securities which the buyer acquires for the assigned claimsus. They serve count, in the same relationship, as security to as does the same extent as the reserved goodsReserved Property. If the goods subject to retention of title are Reserved Property is sold by the buyer Buyer together with other goods not sold by us, the assignment of the claim from the resale shall be assigned to us further sale is only in the ratio amount of the invoice sales value of the goods subject to retention of title to the invoice value of the other goodsReserved Property. In the event of With the sale of goods in on which we have co-ownership shares pursuant according to No. 2Section V/2 of these Conditions, a part corresponding to our the assignment of the claim is in the amount of this co-ownership share shall be assigned to usownership. 5. The buyer Buyer is entitled authorized to collect claims from the resale. He is obliged to transfer the collected amounts to us in the amount of the invoice value of the reserved goods. Upon collection by the buyer, further sale until we exercise our claim shall become due immediately. This authorisation to collect shall expire in the event of our revocation. We shall only make use of our right rights of revocation if the buyer acts in breach of contractat any time. In addition, in particular in the event of his default when Buyer defaults in payment or non-redemption of a bill of exchange, or if he disregards our security interest as seller in any other way. At our request, the buyer is obliged to inform his customers immediately of the assignment to us and to provide us with the information and documents necessary for collection. A further assignment of the claims from the resale by the buyer is not permitted, unless it is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately upon crediting of the factoring proceeds. 6. The buyer must inform us immediately of any seizure or other impairment by third parties. The buyer shall bear all costs which have to be incurred in order to cancel the seizure and to recover the object of purchase, insofar as they cannot be recovered from third parties. 7. If the value of the existing securities exceeds the secured claims including ancillary claims (interest, costs, etc.) by more than 50% in total, we shall be obliged to release securities of our choice at the request of the buyer. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled entitled, after expiration of an appropriate exten- sion period, to take back the goods subject delivered and to retention of title and, if necessary, to enter the buyer's business request that they not be sold or warehouse for this purposeprocessed. The same This taking back shall apply if, after conclusion of the contract, it becomes apparent that our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. Taking back the goods does not constitute a withdrawal from the contract. We may also prohibit At our request, the resale, further processing Buyer is required to inform his customers immediately about the assignment to us—as far as we do not do it ourselves—and removal to provide us with the necessary information and details to accomplish collection. 6. The Buyer must inform us immediately about any seizure or other adverse actions on the part of third parties. 7. Should the value of the reserved goods. The provisions existing securities exceed the value of the Insolvency Code shall remain unaffectedsecured claims by more than 50 %, we are required to release securities of our choice upon demand of the Buyer. 9. This section VII shall not apply in the case of delivery against advance payment.

Retention of Title. 1. All goods Title to all products delivered shall remain our property (reserved goods) will continue to vest in the Seller until the Buyer has settled in full all amounts that are payable or will be payable to the Seller by the Buyer for products delivered by the Seller, including payments for any shortcomings by the Buyer in the fulfilment of the claims to which we are entitled from the respective delivery. This shall also apply to conditional claims arising in the future, e.g. from acceptor's bills of exchange, and also if payments are made on specially designated claims, and also to claims which are established unilaterally by the insolvency administrator by way of choice of performancehis obligations. 2. Treatment and processing of The Buyer may not pledge the goods subject to retention of title shall be carried out for us delivered products or use them as manufacturer within the meaning of § 950 BGB (German Civil Code) without obligating us. The processed goods shall be deemed to be goods subject to retention of title within the meaning of No. 1security in any other manner as long as ownership has not been transferred. If the goods subject third parties levy or intend to retention levy an attachment on those products or otherwise wish to dispose of title are processed, combined or mixed with other goods by the buyer, we shall be entitled to co-ownership of the new item on a pro rata basis in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used. If our ownership lapses as a result of combining or mixingthem, the buyer shall already now transfer to us Buyer must immediately inform the ownership rights to which he is entitled in the new stock or item to the extent of the invoice value of the reserved goods and shall keep them in safe custody for us free of charge. Our co-ownership rights shall be deemed to be reserved goods within the meaning of No.1Seller accordingly. 3. The buyer may only sell Buyer must always fully cooperate, at the goods subject Seller’s first request, in the Seller’s exercising of its retention of title. The Buyer will be liable for all costs incurred by the Seller in connection with its retention of title and any related actions, as well as for any direct and indirect loss incurred by the Seller arising therefrom. 4. With respect to products destined for export, from the time of arrival in the country of destination, the law of the country of destination will apply to the property law consequences related to retention of title title. From that moment, if permitted under that applicable law, the following provisions apply in addition to the provisions of points 1 to 3 above: a) In the event of breach of contract by the Buyer, the Seller will have the right to immediately take possession of the products delivered and of the relevant packaging and transport materials, and to dispose of them at its discretion. If so prescribed by law, this will imply termination of the agreement in question. b) The Buyer will be entitled to sell the products in the ordinary course of business under his normal terms its business. It hereby assigns all claims that it may acquire against third parties pursuant to such sales. The Seller hereby acknowledges this assignment and conditions of business and reserves the right to pursue any such claims as long soon as he is not in default, provided that the claims from the resale are transferred Buyer fails to us in accordance with nos. 4 to 5. He is not entitled to dispose of the reserved goods in any other wayfulfil its payment obligations. 4c) The Buyer may process the products in the ordinary course of its business, whether or not the products are mixed with other products not supplied by the Seller. The buyer's claims arising from the resale of the reserved goods or for any other legal reason (such as the processing or installation of supplied building materials and other materials in a property) are already assigned to us now, together with all securities which the buyer acquires for the assigned claims. They serve as security to the same extent as the reserved goods. If the goods subject to retention of title are sold by the buyer together with other goods not sold by us, the claim from the resale shall be assigned to us in the ratio of the invoice value of the goods subject to retention of Seller will acquire joint title to the invoice value of the other new goods. In the event of the sale of goods in which we have co-ownership shares pursuant to No. 2, a part corresponding to our co-ownership share shall be assigned to us. 5. The buyer is entitled to collect claims from the resale. He is obliged to transfer the collected amounts to us in the amount of the invoice value of the reserved goods. Upon collection by the buyer, our claim shall become due immediately. This authorisation to collect shall expire in the event of our revocation. We shall only make use of our right of revocation if the buyer acts in breach of contract, in particular in the event of his default in payment or non-redemption of a bill of exchange, or if he disregards our security interest as seller in any other way. At our request, the buyer is obliged to inform his customers immediately of the assignment to us and to provide us with the information and documents necessary for collection. A further assignment of the claims from the resale by the buyer is not permitted, unless it is an assignment by way of genuine factoring, which is notified to us and proportion in which the factoring proceeds exceed Seller’s products form part of those new goods, the ownership of which, should this occur, is transferred at this moment by the Buyer to the Seller, who accepts this transfer. d) If the Seller is required by law to surrender part of the stipulated security on request (if the security exceeds the value of our secured claim. Our claim shall become due immediately upon crediting of any outstanding claims by a certain percentage), it will do so as soon as the factoring proceeds. 6. The buyer must inform us immediately of any seizure or other impairment by third parties. The buyer shall bear all costs which have to be incurred in order to cancel the seizure Buyer so requests and to recover the object of purchase, insofar as they cannot be recovered from third parties. 7. If the value of the existing securities exceeds the secured claims including ancillary claims (interest, costs, etc.) by more than 50% in total, we shall be obliged to release securities of our choice at the request of the buyer. 8. If the buyer defaults on payment or does not honour a bill of exchange when if it is due, we are entitled to take back the goods subject to retention of title and, if necessary, to enter the buyer's business or warehouse for this purpose. The same shall apply if, after conclusion of the contract, it becomes also apparent that our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. Taking back the goods does not constitute a withdrawal from the contract. We may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffectedSeller’s accounting records. 9. This section VII shall not apply in the case of delivery against advance payment.

Retention of Title. 1. 5.1 All goods delivered shall remain our the property of HMS (reserved goods) until fulfilment such time as all claims have been settled, in particular the respective claims for outstanding amounts to which HMS is entitled in the context of the claims to which we are entitled from the respective deliverybusiness relationship. This shall also apply to conditional claims arising in the future, e.g. from acceptor's bills of exchange, and also if payments are made on specially designated claims, and also to claims which are established unilaterally by the insolvency administrator by way of choice of performance. 2. Treatment and processing of the goods subject to retention of title shall be carried out for us as manufacturer within the meaning of § 950 BGB (German Civil Code) without obligating us. The processed goods shall be deemed to be goods subject to retention of title within the meaning of No. 1. If the goods subject to retention of title are processedcustomer is in default as regards payments, combined or mixed with other goods by the buyer, we HMS shall be entitled to request that the goods delivered be returned. The costs of said return shall be borne by the customer. 5.2 The acceptance of returned goods or, as the case may be, assertion of reservation of ownership shall only represent rescission of the contract if HMS declares this expressly to be the case. 5.3 The customer shall in all cases carry out the treatment or processing of goods delivered on behalf of HMS. If the reserved goods are processed or combined with other objects which do not belong to HMS in such a way as to be inseparable from them, HMS shall acquire co-ownership of the new item on a pro rata basis object in the ratio proportion of the invoice value of the goods subject to retention of title to the invoice value other processed or combined objects at the time of the other goods used. said processing. 5.4 If our HMS' ownership lapses ceases as a result of combining goods' being thus combined or mixingmixed, the buyer shall already customer hereby now transfer transfers to us HMS the rights of ownership rights of the new stock or object to which he the latter is entitled in the new stock or item to the extent amount of the invoice value of the reserved goods and shall agrees to keep them in safe custody said stock or object for us HMS free of charge. Our The co-ownership rights arising from this shall be deemed to be reserved goods within the meaning of No.1clause 5.1 of these conditions of sale. 3. 5.5 The buyer customer may only sell the reserved goods subject to retention of title in the ordinary course of business under and on his normal terms and conditions of business and as long as business, provided that he is not in default, and provided that the claims receivables from the said resale in accordance with clause 5.6 and clause 5.7 of these conditions of sale are transferred to us in accordance with nosHMS. 4 to 5. He is The customer shall not be entitled to dispose of the reserved goods in any other way. 4. 5.6 The buyercustomer's claims arising receivables from the resale of the reserved goods or for any other legal reason (such as the processing or installation of supplied building materials and other materials in a property) are already hereby assigned to us HMS now, together with all securities which the buyer acquires for the assigned claims. They shall serve as security to the same extent as the reserved goods. . 5.7 If the reserved goods subject to retention of title are sold by the buyer customer together with other goods not sold delivered by usHMS, the claim assignment of the amount receivable from the said resale shall be assigned to us only apply in the ratio amount of the invoice value of the reserved goods subject to retention of title to the invoice value of the other goodsrespectively sold as shown on HMS' invoice. In the event cases of the sale of goods in which we have co-ownership shares pursuant to No. 2, HMS has a part corresponding to our co-ownership share in accordance with clause 5.3 of these conditions of sale, the assignment of the amount receivable shall be assigned to us. 5. The buyer is entitled to collect claims from the resale. He is obliged to transfer the collected amounts to us apply in the amount of the invoice value of the reserved goodssaid co-ownership share. Upon collection by the buyer, our claim shall become due immediately. This authorisation to collect shall expire in the event of our revocation. We shall only make use of our right of revocation if the buyer acts in breach of contract, in particular in the event of his default in payment or non-redemption of a bill of exchange, or if he disregards our security interest as seller in any other way. At our request, the buyer is obliged to inform his customers immediately of the assignment to us and to provide us with the information and documents necessary for collection. A further The customer declares that there has been no assignment of the these claims from the resale by the buyer is not permitted, unless it is an assignment by way in respect of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately upon crediting of the factoring proceeds. 6. The buyer must inform us immediately of any seizure or other impairment by third parties. The buyer shall bear all costs which have to be incurred in order to cancel the seizure and to recover the object of purchase, insofar as they cannot be recovered from third contractual parties. 7. If 5.8 The customer shall have the value of the existing securities exceeds the secured claims including ancillary claims (interest, costs, etc.) by more than 50% in total, we shall be obliged right to release securities of our choice at the request of the buyer. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention of title and, if necessary, to enter the buyer's business or warehouse for this purpose. The same shall apply if, after conclusion of the contract, it becomes apparent that our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. Taking back the goods does not constitute a withdrawal collect receivables from the contract. We may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffected. 9. This section VII shall not apply sale in the case of delivery against advance payment.accordance with clause

Retention of Title. 1. All 6.1 We reserve the right of ownership to any and all goods delivered shall remain supplied by us until all our property (reserved goods) until fulfilment of the claims to which we are entitled from the respective deliverybusiness relationship with the customer are settled. If the goods supplied should be incorporated into or integrated with other equipment, our right of ownership shall also extend proportionally to the finished goods or equipment created by the integration. This shall also apply to conditional claims arising in if the future, e.g. from acceptor's bills of exchange, and also if payments are made on specially designated claims, and also to claims which are established unilaterally compensation for certain shipments identified by the insolvency administrator by way customer has already been paid, since the retention of choice of performance. 2title serves as a security for the balance in our favour. Treatment and processing If the value of the goods subject to delivered under retention of title shall be carried out for us as manufacturer within the meaning purpose of § 950 BGB (German Civil Code) without obligating us. The processed goods shall be deemed to be goods subject to retention of title within the meaning of No. 1. If the goods subject to retention of title are processed, combined or mixed with other goods security should exceed our total claim by the buyermore than 20%, we shall be entitled obliged to co-ownership make a reassignment to this extent on customer‘s request. The selection of the new item on a pro rata basis in security to be released is at our discretion. 6.2 The customer shall have the ratio of the invoice value of right – revocable at any time – to resell the goods subject delivered within the scope of ordinary business transactions unless the claim resulting from such resale should already have been assigned to retention of title any third party; the right to resale shall also be forfeited if the invoice value of the other goods used. If our ownership lapses customer should cease payments. 6.3 The customer hereby and now assigns to us as a result of combining or mixing, the buyer shall already now transfer to us the ownership rights security any claim to which he is customer may be entitled in the new stock from resale or item to the extent similar economic dispositions, regardless of the invoice value of the reserved goods and shall keep them in safe custody for us free of charge. Our co-ownership rights shall be deemed to be reserved goods within the meaning of No.1. 3. The buyer may only sell the goods subject to retention of title in the ordinary course of business under his normal terms and conditions of business and as long as he is not in default, provided that the claims from the resale are transferred to us in accordance with nos. 4 to 5. He is not entitled to dispose of the reserved goods in any other way. 4. The buyer's claims arising from the resale of the reserved goods or for any other legal reason (such as the processing or installation of supplied building materials and other materials in a property) are already assigned to us now, together with all securities which the buyer acquires for the assigned claims. They serve as security to the same extent as the reserved goods. If whether the goods subject to retention of title are sold by the buyer together without or after integration with other goods. 6.4 If goods subject to retention of title are resold either separately or in combination or after integration with other goods not sold owned by usus or after further processing, the assignment shall only cover the invoice amount relevant between us and the customer for the goods subject to retention of title including value added tax. 6.5 The customer is entitled to collect any assigned claim from as long as customer meets the resale payment obligations towards us; the amounts collected by the customer shall be assigned paid over to us in immediately insofar as our claims are due and payable. If the ratio customer should fail to meet its payment obligations, we shall be entitled to communicate the assignment of claims to the invoice value customer‘s contractual partner. 6.6 We shall be entitled to request surrender of the goods subject to retention of title if the customer should not meet its payment obligations either after a calendared deadline or after fixing a time-limit. Such request to the invoice value of the other goods. In the event of the sale of goods in which we have co-ownership shares pursuant to No. 2, a part corresponding to our co-ownership share surrender shall be assigned to usdeemed cancelation of contract at the same time. 5. 6.7 The buyer is entitled to collect claims from customer must neither pledge the resale. He is obliged to transfer the collected amounts to us in the amount of the invoice value of the reserved goods. Upon collection by the buyer, our claim shall become due immediately. This authorisation to collect shall expire in the event of our revocation. We shall only make use of our right of revocation if the buyer acts in breach of contract, in particular in the event of his default in payment or non-redemption of a bill of exchange, or if he disregards our security interest as seller in any other way. At our request, the buyer is obliged to inform his customers immediately of the assignment to us and to provide us with the information and documents necessary for collection. A further assignment of the claims from the resale by the buyer is not permitted, unless it is an assignment goods nor assign them by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured claimsecurity. Our claim shall become due immediately upon crediting of the factoring proceeds. 6. The buyer must inform us immediately In case of any seizure writ of attachment or other impairment order by a third parties. The buyer shall bear all costs which have to be incurred in order to cancel party, the seizure and to recover the object of purchase, insofar as they cannot be recovered from third partiescustomer must notify us without delay. 7. If the value of the existing securities exceeds the secured claims including ancillary claims (interest, costs, etc.) by more than 50% in total, we shall be obliged to release securities of our choice at the request of the buyer. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention of title and, if necessary, to enter the buyer's business or warehouse for this purpose. The same shall apply if, after conclusion of the contract, it becomes apparent that our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. Taking back the goods does not constitute a withdrawal from the contract. We may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffected. 9. This section VII shall not apply in the case of delivery against advance payment.

Retention of Title. (1. All ) We retain the title to the goods delivered shall remain our property (reserved goods) until fulfilment full pay- ment of all claims arising from the contract and an ongoing business relationship. (2) The reserved goods shall be treated with care and stored separately from other goods. It must be insured to the usual extent at replacement value against property damage (in par- ticular fire, water and theft damage). (3) The reserved goods may neither be pledged to third parties nor assigned as security before full payment of the claims secured claims. The Buyer must inform us immediately in writing if an application is made to which we are entitled from the respective delivery. This shall also apply open insolvency proceedings or if third parties (e.g. seizures) have access to conditional claims arising in the future, e.g. from acceptor's bills of exchange, and also if payments are made on specially designated claims, and also to claims which are established unilaterally by the insolvency administrator by way of choice of performance. 2. Treatment and processing of the goods subject to retention of title. (4) In case of breach of contract by the Buyer, in particular in the case of non-payment of the due purchase price, we are enti- tled to withdraw from the contract in accordance with the stat- utory provisions and/or to demand the return of the reserved goods on the basis of the title retention. The demand for a return of goods does not simultaneously include the declara- tion of withdrawal; we are rather entitled to demand only the surrender of the reserved goods and to reserve the right of withdrawal. If the Buyer does not pay the purchase price due, we may only assert these rights if we have previously set the Buyer a reasonable deadline for payment without success or if setting such a deadline is dispensable under the statutory provisions. (5) Until revoked in accordance with below c), the Buyer shall be authorised to further process and/or sell the reserved goods in the ordinary course of business (extended reservation of title). In this case, the following provisions shall apply in addi- tion: a) Any processing (including mixing and combining) shall be carried out for us as the manufacturer within of the meaning newly cre- ated product. We acquire direct ownership of § 950 BGB (German Civil Code) without obligating us. The processed goods shall be deemed to be goods subject to retention the product at full value or - if the processing is carried out from ma- terials of title within the meaning of No. 1. If the goods subject to retention of title are processed, combined or mixed with other goods by the buyer, we shall be entitled to several owners - co-ownership of the new item on a pro rata basis product in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used. If our ownership lapses as a result of combining or mixing, the buyer shall already now transfer to us the ownership rights to which he is entitled in the new stock or item to the extent of the invoice value of the reserved goods and to the value of the product. In all other respects, the same shall keep them in safe custody for us free of charge. Our co-ownership rights shall be deemed apply to be reserved goods within the meaning of No.1. 3. The buyer may only sell resulting product as to the goods subject to retention of title in the ordinary course of business under his normal terms and conditions of business and as long as he is not in default, provided that the claims from the resale are transferred re- tention. b) The Buyer hereby assigns to us in accordance with nos. 4 to 5. He is not entitled to dispose by way of the reserved goods in security any other way. 4. The buyer's claims against third parties arising from the resale of the reserved goods or for any other legal reason (such as the processing or installation of supplied building materials and other materials in a property) are already assigned to us now, together with all securities which the buyer acquires for the assigned claims. They serve as security to the same extent as the reserved goods. If the goods subject to retention of title are sold by the buyer together with other goods not sold by us, the claim from the resale shall be assigned to us in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods. In the event of the sale of goods in which we have co-ownership shares pursuant to No. 2, a part corresponding to our co-ownership share shall be assigned to us. 5. The buyer is entitled to collect claims from the resale. He is obliged to transfer the collected amounts to us in the amount of the invoice value of the reserved goods. Upon collection by the buyer, our claim shall become due immediately. This authorisation to collect shall expire product - in the event of our revocationco- ownership on a pro rata basis. We accept the assign- ment. The same applies to other claims that take the place of the reserved goods or otherwise arise with re- gard to the reserved goods (e.g. insurance claims or claims arising from tort for loss or destruction). The Buyer’s obligations set out in Clause 6(2) and 6(3) shall only make use also apply in respect of our right of revocation if the buyer acts in breach of contract, in particular in the event of his default in payment or non-redemption of a bill of exchange, or if he disregards our security interest as seller in any other way. At our requestassigned claims. c) Apart from us, the buyer Buyer also remains authorised to col- lect the assigned claim. We undertake not to collect the claim as long as the purchaser fulfils his payment obliga- tions towards us and we do not assert the retention of title by exercising a right pursuant to art. clause 6(4). If this is obliged to the case, however, we may demand that the Buyer inform his customers immediately us of the assignment to us assigned claims and to their debtors, provide us with the all information and documents necessary for collection. A further assignment , hand over the rele- vant documents and inform the debtors (third parties) of the claims from assignment. Furthermore, in this case we shall be en- titled to revoke the resale by Buyer's authorisation to further sell and process the buyer is not permitted, unless it is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately upon crediting of the factoring proceedsreserved goods. 6. The buyer must inform us immediately of any seizure or other impairment by third parties. The buyer shall bear all costs which have to be incurred in order to cancel the seizure and to recover the object of purchase, insofar as they cannot be recovered from third parties. 7. d) If the feasible value of the existing securities exceeds the secured our claims including ancillary claims (interest, costs, etc.) by more than 50% in total10%, we shall be obliged to release securities of our choice at the request of the buyerBuyer's request. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention of title and, if necessary, to enter the buyer's business or warehouse for this purpose. The same shall apply if, after conclusion of the contract, it becomes apparent that our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. Taking back the goods does not constitute a withdrawal from the contract. We may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffected. 9. This section VII shall not apply in the case of delivery against advance payment.

Retention of Title. 1. All 7.1 The goods delivered shall by us remain our property (reserved property goods) until fulfilment full payment of the claims to which we are entitled from the respective delivery. This shall also apply to conditional claims arising in the future, e.g. from acceptor's bills of exchange, and also if payments are made on specially designated claims, and also to claims which are established unilaterally by the insolvency administrator by way of choice of performanceentire shipment. 2. Treatment and processing of 7.2 We will process the reserved property goods subject to retention of title shall be carried out for us as manufacturer manufacturers within the meaning of § Article 950 BGB (German Civil CodeCode (BGB) without obligating usany obligations arising on our part. The goods handled and processed goods shall be deemed to be reserved property goods subject to retention of title within the meaning of No. 1. If this clause. 7.3 When the reserved property goods subject to retention of title are processed, combined com- bined or mixed blended with other goods by the buyer, we shall be entitled to co-ownership of the new item on a pro rata basis in the ratio of the invoice value of the resulting goods subject to retention of title to the invoice value of the other goods used. If our ownership lapses as a result of combining or mixing, the buyer shall already now transfer to us the ownership rights to which he is entitled in the new stock or item to the extent propor- tion of the invoice value of the reserved goods to the other goods used. If the reserved property goods are combined with other items to a uniform object and if the other object is to be deemed the main object, the buyer shall keep them in safe custody for us free of charge. Our be obli- gated to transfer the co-ownership rights shall be deemed of the object to be reserved goods within us to the meaning of No.1extent the main object is owned by it. 3. 7.4 The buyer may is entitled to resell or otherwise use the reserved property goods only sell the goods subject to retention of title in the ordinary course of business under his normal terms and conditions of business and as long as he is not in default, provided that the claims from the resale are transferred to us in accordance with nosbusiness. 4 to 5. He The buyer is not entitled to dispose other disposals of the reserved goods in any other wayproperty goods, particularly pledging or transfer by way of security. 4. 7.5 The buyer's ’s claims arising from the resale of the reserved property goods or for any other legal reason (such as the processing or installation of supplied building materials and other materials in a property) are already have been assigned to us now, together with all securities which the buyer acquires for the conclusion of this contract. The assigned claims. They claims serve as security to the same extent as the reserved property goods. If the reserved property goods subject to retention of title are sold resold by the buyer together with other goods which were not sold delivered by us, the assignment of the claim arising from the resale shall be assigned to us in the ratio of the invoice value of the goods subject to retention of title applies only to the invoice value of amount invoiced by us for the other reserved property goods. In case of co- ownership, the event assignment includes only the proportion of the sale of goods in which we have co-ownership shares pursuant to No. 2, a part claim corresponding to our co-ownership share according to Clause 6.2. 7.6 The buyer shall be assigned to us. 5. The buyer is entitled to collect the assigned claims from the resale. He is obliged to transfer the collected amounts to us in the amount ordinary course of the invoice value of the reserved goods. Upon collection by the buyerbusiness, our claim shall become due immediately. This authorisation to collect shall expire in the event of our revocationuntil this permission is re- voked. We shall only make use of exercise our right of revocation if only in case the buyer acts in breach of contract, in particular in the event of his default in does not meet its payment or nonobligations vis-redemption of a bill of exchange, à- vis us or if he disregards our security interest as seller claims are at risk due to other circumstances resulting in any other waya negative change of the buyer’s credit worthi- ness. At our request, In this case the buyer is obliged obligated upon our request to inform his its customers immediately of the assignment to us without delay – provided that we shall not do so – and to provide us with the all information and documents necessary for collection. A further assignment . 7.7 In case of a violation of the claims from terms of payment, unauthorized dispositions, major negative change of the resale by financial situa- tion of the buyer, bill or cheque protests, and if insolvency proceedings against the buyer is not permitted, unless it is an assignment have been instituted by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately upon crediting of the factoring proceeds. 6. The buyer must inform us immediately of any seizure itself or other impairment by third parties, we shall be entitled to cancel the han- dling or processing as well as the disposal of the reserved property goods. In such cases we shall furthermore be enti- tled to take possession of the reserved property goods and for this reason enter the business premises of the buyer, re- quest appropriate information and inspect its account books as appropriate. The repossession of the reserved property goods shall not be considered as rescission from the con- tract. 7.8 The buyer shall bear all costs which have inform us without delay on impending or effected attachment by third parties to be incurred in order reserved property goods or to cancel the seizure and to recover the object of purchase, insofar as they cannot be recovered from third partiestransferred claims. 7. 7.9 If the value of the existing securities security provided to us exceeds the secured overall value of our claims including ancillary claims (interest, costs, etc.) by more than 50% in total20 percent, we shall, upon the buyer’s request, be obligated to release the exceeding security at our option. 7.10 In case of an attachment or other measures of execution by third parties, the buyer shall inform the seller without delay in order that the seller can file suit under § 771 ZPO (Code of Civil Procedure). The buyer shall be obliged liable for any dam- age occurred to release securities the extent of our choice at the request of the buyerits failure to perform this obligation. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention of title and, if necessary, to enter the buyer's business or warehouse for this purpose. The same shall apply if, after conclusion of the contract, it becomes apparent that our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. Taking back the goods does not constitute a withdrawal from the contract. We may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffected. 9. This section VII shall not apply in the case of delivery against advance payment.

Retention of Title. 1. a) All goods delivered shall remain our property (reserved goodsgoods subject to retention of title) until fulfilment of the all claims, in particular, any balance claims to which we are entitled from to as a result of the respective deliverycommercial relationship. This shall also apply to conditional claims arising in the future, e.g. from acceptor's bills of exchange, and also if payments are made on specially specifically designated claims. If the Customer is in default of payment, and also we are entitled to claims which are established unilaterally demand the surrender of the delivered goods. The resultant costs will be borne by the Customer. This shall not apply in the event of insolvency administrator proceedings requested or opened by way the Customer, on the basis of choice which we are not entitled to demand immediate return of performancethe delivered goods. 2b) Taking back the goods or asserting our right to retain title shall only constitute a withdrawal from the Agreement if we expressly declare this. c) The processing or treatment of the delivered goods shall always be carried out by the Customer on our behalf. Treatment and processing of If the goods subject to retention of title are processed or inseparably combined with other items not belonging to us, we shall be carried out acquire co-ownership of the new item in the ratio of the invoice value of the goods to the other processed or combined items at the time of processing. d) In case our rights of title lapse as a result of such combining or mixing, the Customer hereby transfers to us in advance its rights of title to the new product or item to an extent equal to the invoiced value of the goods under retention of title, and shall hold such product or item in safekeeping for us as manufacturer within the meaning free of § 950 BGB (German Civil Code) without obligating uscharge. The processed goods shall be deemed to be ensuing rights of co-ownership are considered as goods subject to retention of title within the meaning of Noletter a). e) The Customer may sell the goods subject to retention of title only in the normal course of business in accordance with its normal business terms and conditions and insofar as the Customer is not in default, provided that receivables from the resale are passed to us in accordance with letters f) and g). 1. If The Customer is not entitled to dispose of the goods subject to retention of title in any other way. f) The Customer's claims from the resale of the goods subject to retention of title are processed, combined or mixed with other goods by hereby assigned to us. They shall serve as collateral to the buyer, we shall be entitled to co-ownership of the new item on a pro rata basis in the ratio of the invoice value of same extent as the goods subject to retention of title to the invoice value of the other goods used. If our ownership lapses as a result of combining or mixing, the buyer shall already now transfer to us the ownership rights to which he is entitled in the new stock or item to the extent of the invoice value of the reserved goods and shall keep them in safe custody for us free of charge. Our co-ownership rights shall be deemed to be reserved goods within the meaning of No.1title. 3. The buyer may only sell the goods subject to retention of title in the ordinary course of business under his normal terms and conditions of business and as long as he is not in default, provided that the claims from the resale are transferred to us in accordance with nos. 4 to 5. He is not entitled to dispose of the reserved goods in any other way. 4. The buyer's claims arising from the resale of the reserved goods or for any other legal reason (such as the processing or installation of supplied building materials and other materials in a propertyg) are already assigned to us now, together with all securities which the buyer acquires for the assigned claims. They serve as security to the same extent as the reserved goods. If the goods subject to retention of title are sold by the buyer Customer together with other goods not sold supplied by us, the assignment of the claim from the resale shall be assigned to us only apply in the ratio amount of the our invoice value of for the sold goods subject to retention of title to the invoice value of the other goodsretention. In the event of the sale of If goods in which we have co-ownership shares pursuant to No. 2in accordance with letter b) are sold, a part corresponding to our co-the assignment of the claim shall apply in the amount of these co- ownership share shall be assigned to usshares. 5. h) The buyer Customer is entitled to collect claims from the resalesale in accordance with letters e) and f) until we revoke this right. He is obliged to transfer We have the collected amounts to us right of cancellation in the amount cases mentioned in clause 2 if the Customer is in default of payment, if an application for the opening of insolvency proceedings has been made or if payments are suspended. In these cases, the Customer must notify us promptly of the invoice assigned receivables and the relevant debtors and provide us with all necessary information for collection with accompanying documentation and notify the debtors of the assignment. The Customer is under no circumstances authorised to assign the claims. i) Where the value of the reserved goods. Upon collection existing securities exceeds the total claims being secured by the buyermore than 20%, our claim shall become due immediately. This authorisation to collect shall expire in the event of our revocation. We shall only make use of our right of revocation if the buyer acts in breach of contract, in particular in the event of his default in payment or non-redemption of a bill of exchange, or if he disregards our security interest as seller in any other way. At our request, the buyer is we are insofar obliged to inform his customers immediately of the assignment to us and to provide us with the information and documents necessary for collection. A further assignment of the claims from the resale by the buyer is not permitted, unless it is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of release securities at our secured claim. Our claim shall become due immediately upon crediting of the factoring proceeds. 6discretion. The buyer Customer must inform us immediately of any seizure or other impairment by third parties. The buyer shall bear all costs which have to be incurred in order to cancel the seizure and to recover the object of purchase, insofar as they cannot be recovered from third partiesthird-party interference. 7. If the value of the existing securities exceeds the secured claims including ancillary claims (interest, costs, etc.) by more than 50% in total, we shall be obliged to release securities of our choice at the request of the buyer. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention of title and, if necessary, to enter the buyer's business or warehouse for this purpose. The same shall apply if, after conclusion of the contract, it becomes apparent that our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. Taking back the goods does not constitute a withdrawal from the contract. We may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffected. 9. This section VII shall not apply in the case of delivery against advance payment.

Retention of Title. (1. All goods delivered shall remain our property (reserved goods) until fulfilment of the claims to which we are entitled from the respective delivery. This shall also apply to conditional claims arising in the future, e.g. from acceptor's bills of exchange, and also if payments are made on specially designated claims, and also to claims which are established unilaterally by the insolvency administrator by way of choice of performance. 2. Treatment and processing of the goods subject to The retention of title shall be carried out for us as manufacturer within agreed in the meaning following provisions serves to secure any and all current and future claims of § 950 BGB Burger against the Customer arising from the supply rela- tionship established between the parties (German Civil Codeincluding balance claims from a current account relationship limited to this supply relationship). (2) without obligating us. The processed goods shall be deemed Burger retains title to be goods subject to retention of title within the meaning of No. 1. If the goods subject delivered to retention the Cus- tomer until any and all secured claims have been paid in full. Any such goods as well as any and all goods taking their place in accordance with the following provisions and cov- ered by the reservation of title are processed, combined or mixed with other goods by the buyer, we shall be entitled hereinafter referred to co-ownership of the new item on a pro rata basis in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used. If our ownership lapses as a result of combining or mixing, the buyer shall already now transfer to us the ownership rights to which he is entitled in the new stock or item to the extent of the invoice value of “reserved goods.” (3) The Customer will safeguard the reserved goods and shall keep them in safe custody for us free of charge. Our co-ownership rights shall be deemed charge on behalf of Burger. (4) The Customer is authorised to be resell the reserved goods within the meaning of No.1. 3. The buyer may only sell the goods subject to retention of title in the ordinary course of business under his normal terms until the occurrence of an enforcement event (Subsection 9). Xxxxx and conditions conveyance by way of business security are prohibited. (5) If and as long as he when the Customer processes the reserved goods, it is not in default, provided hereby agreed that the claims processing is done on behalf and for the account of Burger as manufacturer and that Burger immediately acquires title of ownership or (if and when the processing involves materials from multiple own- ers or the resale are transferred value of the processed goods is higher than the value of the reserved goods) title of co-ownership (joint title) to us the newly created product in accordance with nos. 4 to 5. He is not entitled to dispose the ratio of the value of the reserved goods to the value of the newly created product. In the event that Burger is not to acquire title of ownership in any this sense, the Customer transfers here and now its future title of ownership or — in the aforementioned ratio — co- ownership to the newly created product to Burger as secu- rity. If and when the reserved goods are combined or insep- arably mixed with other wayproducts to form a single product, and if and when one of the other products is to be deemed the primary product, Burger hereby assigns proportionate co-ownership of the single product in the ratio stipulated in the first sentence to the Customer insofar as the primary product belongs to Burger. 4. The buyer's claims arising from (6) In the event of the resale of the reserved goods or for any other legal reason (such as the processing or installation of supplied building materials and other materials in a property) are already assigned to us now, together with all securities which the buyer acquires for the assigned claims. They serve as security to the same extent as the reserved goods. If the goods subject to retention of title are sold by the buyer together with other goods not sold by us, the Cus- tomer hereby assigns to Burger by way of security the re- sulting claim from against the resale shall be assigned to us purchaser (in the ratio of the invoice value co- ownership if and when Burger holds title of co-ownership to the reserved goods). Xxxxxx accepts the assignment. The above provision applies equally to any and all other claims that take the place of the reserved goods subject to retention of title or otherwise arise with respect to the invoice value of the other goods. In reserved goods such as insurance ben- efits or claims from actions in tort in the event of loss or de- struction. Xxxxxx revocably authorises the sale of goods in which we have co-ownership shares pursuant Customer to No. 2, a part corresponding to our co-ownership share shall be col- lect on its own behalf the claims assigned to usBurger. Xxxxxx may revoke this collection authorisation solely if and when an enforcement event has occurred. 5(7) If and when third parties seize the reserved goods, in particular by attachment, the Customer will immediately in- form them of bau-format’s ownership and will notify Burger of the seizure so that the latter has the opportunity to assert its ownership rights. The buyer If and when the third party is entitled not in a position to collect reimburse to Burger any and all court or out-of- court expenses incurred by the latter as a consequence of the seizure, the Customer is liable to Burger for the ex- penses. (8) Burger will release the reserved goods as well as any items or claims from the resale. He is obliged to transfer the collected amounts to us in replacing them insofar as their value ex- ceeds the amount of the invoice value secured claims by more than ten per cent. The Customer will select the items for release at its own discretion. (9) If and when Burger rescinds the contract because of Customer’s conduct in breach of the contract — in particular default in payment — (enforcement event), Burger is enti- tled to require surrender of the reserved goods. Upon collection by the buyer, our claim shall become due immediately. This authorisation to collect shall expire in the event of our revocation. We shall only make use of our right of revocation if the buyer acts in breach of contract, in particular in the event of his default in payment or non-redemption of a bill of exchange, or if he disregards our security interest as seller in any other way. At our request, the buyer is obliged to inform his customers immediately of the assignment to us and to provide us with the information and documents necessary for collection. A further assignment of the claims from the resale by the buyer is not permitted, unless it is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately upon crediting of the factoring proceeds. 6. The buyer must inform us immediately of any seizure or other impairment by third parties. The buyer shall bear all costs which have to be incurred in order to cancel the seizure and to recover the object of purchase, insofar as they cannot be recovered from third parties. 7. If the value of the existing securities exceeds the secured claims including ancillary claims (interest, costs, etc.) by more than 50% in total, we shall be obliged to release securities of our choice at the request of the buyer. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention of title and, if necessary, to enter the buyer's business or warehouse for this purpose. The same shall apply if, after conclusion of the contract, it becomes apparent that our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. Taking back the goods does not constitute a withdrawal from the contract. We may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffected. 9. This section VII shall not apply in the case of delivery against advance payment.

Retention of Title. 1. 8.1 All goods delivered deliveries shall remain our property (reserved goods) until fulfilment of the claims to which we are entitled from the respective delivery. This shall also apply to conditional claims arising in the future, e.g. from acceptor's bills of exchange, and also if payments are made on specially designated claims, and also to claims which are established unilaterally by the insolvency administrator by way of choice of performance. 2. Treatment and processing of the goods occur subject to retention of title as supplemented by the following provisions. 8.2 The delivered good shall be carried out for us as manufacturer within belong to the meaning of § 950 BGB (German Civil Code) without obligating usSeller until the Purchaser has paid all accounts arising from the business relationship including those created in the future and, in particular, any current account. The processed goods Purchaser shall be deemed store the Retained Good for the Seller free of charge and is required to be goods subject insure the Retained Good against all foreseeable damages (in particular against fire, water damage, storm damage, theft, third party liability etc.) It hereby assigns its claims arising from insurance contracts to retention of title within the meaning of No. 1. Seller in advance, which accepts this assign•ment. 8.3 If the goods subject to retention are processed or reshaped by the buyer and if processing is done with goods that seller has no property in, the seller shall become co­owner of title the goods. The same shall apply if seller’s goods are processed, combined or completely reshaped and mixed with other goods by goods. 8.4 The Purchaser’s claims arising from the buyer, we shall be entitled to co-ownership further sale of the new item Retained Good are hereby assigned to the Seller on a pro rata basis in according to its (joint) ownership share, irrespective of whether the ratio Retained Good is on•sold be• fore or after processing and whether it is on•sold to one or more purchasers. The Seller accepts this assignment. The assigned claims serve to provide a security to the retaining Seller to the amount of the invoice value of the goods subject to retention of title to respective Retained Good only. For the invoice value of case where the other goods used. If our ownership lapses as a result of combining or mixing, the buyer shall already now transfer to us the ownership rights to which he Retained Good is entitled in the new stock or item to the extent of the invoice value of the reserved goods and shall keep them in safe custody for us free of charge. Our co-ownership rights shall be deemed to be reserved goods within the meaning of No.1. 3. The buyer may only sell the goods subject to retention of title in the ordinary course of business under his normal terms and conditions of business and as long as he is not in default, provided that the claims from the resale are transferred to us in accordance with nos. 4 to 5. He is not entitled to dispose of the reserved goods in any other way. 4. The buyer's claims arising from the resale of the reserved goods or for any other legal reason (such as the processing or installation of supplied building materials and other materials in a property) are already assigned to us now, together with all securities which the buyer acquires for the assigned claims. They serve as security to the same extent as the reserved goods. If the goods subject to retention of title are sold by the buyer Purchaser together with other goods not sold by usbelonging to the Seller either before or after processing, the claim from the resale shall be assigned to us in the ratio assignment of the invoice purchase price claim shall only be valid to the amount of the value of the goods subject to retention of title Retained Good. 8.5 The buyer is entitled and authorized to the invoice value further disposal of the other goods. In product concerned only with the event of stipulati• on that the sale of goods purchase price claim changes in which we have co-ownership shares pursuant accordance with clause 8.4 to No. 2, a part corresponding to our co-ownership share shall be assigned to us. 5the seller. The buyer is entitled not authorized to make other disposals over the privileged goods including their pawning. The Purchaser is to inform the Seller about every curtailment and enforcement measure by third parties regarding the Retained Good or the pre•emptively assigned claims and is to also provide the documents necessary for any intervention. The Purchaser shall also inform the third party that accesses the Retained Good about the Seller’s ownership. 8.6 The seller authorizes the buyer to make collection of the money due from the resale whilst retaining the right to revoke this authority. The seller shall not exer cise his right to collect claims from moneys due provided that the resalebuyer fulfils his financial obligations to the seller. He is obliged to transfer At the collected amounts to us in the amount request of the invoice value of the reserved goods. Upon collection by the buyer, our claim shall become due immediately. This authorisation to collect shall expire in the event of our revocation. We shall only make use of our right of revocation if seller the buyer acts in breach shall provide details of contract, in particular in the event of his default in payment or non-redemption of a bill of exchange, or if he disregards our security interest as seller in any other way. At our request, the buyer is obliged to parties responsible for moneys outstanding and shall inform his customers immediately such debtors of the assignment of these debts to us and the seller. The seller is authorized to provide us with inform the information and documents necessary for collection. A further debtors about the assignment of the claims from the resale by buyer to the buyer is not permitted, unless it is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately upon crediting of the factoring proceedsseller. 6. The buyer must inform us immediately of any seizure or other impairment by third parties. The buyer shall bear all costs which have to be incurred in order to cancel the seizure and to recover the object of purchase, insofar as they cannot be recovered from third parties. 7. 8.7 If the value of the existing securities granted to the Seller exceeds the secured its claims including ancillary claims (interest, costs, etc.) by more than 50% in total20%, we the Seller is required to re•transfer and release the assigned claims of its choice to the Purchaser upon the Purchaser’s request. With the full payment of all the Seller’s claims arising from the business relationship, the Seller’s ownership of the Retained Good and the assigned claims shall be obliged transferred to release securities of our choice at the request of the buyerPurchaser. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention of title and, if necessary, to enter the buyer's business or warehouse for this purpose. The same shall apply if, after conclusion of the contract, it becomes apparent that our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. Taking back the goods does not constitute a withdrawal from the contract. We may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffected. 9. This section VII shall not apply in the case of delivery against advance payment.

Retention of Title. (1. All ) We shall retain title to the goods delivered shall remain our property (reserved goods) until fulfilment of the all claims to which we are entitled arising from the respective delivery. This shall also apply to conditional claims arising contract and an ongoing business relationship have been paid in the future, e.g. from acceptor's bills of exchange, and also if payments are made on specially designated claims, and also to claims which are established unilaterally by the insolvency administrator by way of choice of performancefull. (2) The reserved goods shall be treated with care and stored separately from other goods. Treatment They shall be insured to the usual extent at re- placement value against property damage (in particular fire, water and processing of the theft damage). (3) The goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The purchaser must inform us immediately in writing if an application is made to open insolvency proceedings or if third parties (e.g., seizures) have access to the reserved goods. (4) In the event of any breach of contract by the Buyer, in particular in the event of non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statu- tory provisions and/or to demand surrender of the reserved goods based on the reservation of title. The demand for surrender does not at the same time include the declaration of withdrawal; we are rather entitled to demand only the surrender of the reserved goods and to reserve the right of withdrawal. If the Buyer does not pay the pur- chase price due, we may only assert these rights if we have previ- ously set the Buyer a reasonable deadline for payment without suc- cess or if setting such a deadline is dispensable under the statutory provisions. (5) Until revoked in accordance with c) below, the Buyer shall be entitled to process and/or sell the reserved goods in the ordinary course of business (extended reservation of title). In this case, the following provisions shall apply in addition: a) Processing (including mixing and combining) shall be carried out for us as the manufacturer within of the meaning newly created product. We shall acquire direct ownership of § 950 BGB (German Civil Code) without obligating usthe product at full value or - if the processing is carried out from materials of several owners - co-ownership of the product in the ratio of the value of the re- served goods to the value of the product. The processed goods In all other respects, the same shall be deemed apply to be goods subject the resulting product as to retention of title within the meaning of No. 1. If the goods subject to retention of title are processed, combined or mixed with other goods by the buyer, we shall be entitled to co-ownership of the new item on a pro rata basis in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used. If our ownership lapses as a result of combining or mixing, the buyer shall already now transfer title. b) The Buyer hereby assigns to us the ownership rights to which he is entitled in the new stock or item to the extent by way of the invoice value of the reserved goods and shall keep them in safe custody for us free of charge. Our co-ownership rights shall be deemed to be reserved goods within the meaning of No.1. 3. The buyer may only sell the goods subject to retention of title in the ordinary course of business under his normal terms and conditions of business and as long as he is not in default, provided that the security any claims from the resale are transferred to us in accordance with nos. 4 to 5. He is not entitled to dispose of the reserved goods in any other way. 4. The buyer's claims against third parties arising from the resale of the reserved goods or for any other legal reason (such as the processing or installation of supplied building materials and other materials in a property) are already assigned to us now, together with all securities which the buyer acquires for the assigned claims. They serve as security to the same extent as the reserved goods. If the goods subject to retention of title are sold by the buyer together with other goods not sold by us, the claim from the resale shall be assigned to us in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods. In the event of the sale of goods in which we have co-ownership shares pursuant to No. 2, a part corresponding to our co-ownership share shall be assigned to us. 5. The buyer is entitled to collect claims from the resale. He is obliged to transfer the collected amounts to us in the amount of the invoice value of the reserved goods. Upon collection by the buyer, our claim shall become due immediately. This authorisation to collect shall expire product - in the event of our revocationco-ownership on a pro-rata basis. We accept the assignment. The same shall only make use ap- ply to other claims which take the place of our right the reserved goods or otherwise arise in respect of revocation if the buyer acts reserved goods (e.g., insur- ance claims or claims in breach of contract, in particular tort in the event of his default in payment loss or non-redemption of a bill of exchange, or if he disregards our security interest as seller in any other waydestruction). At our request, the buyer is obliged to inform his customers immediately The obligations of the assignment Buyer set forth in Clauses 6(2) and 6(3) shall also apply in respect of the assigned claims. c) The Buyer shall remain authorized to collect the assigned claim in addition to us. We undertake not to collect the claim as long as the Buyer meets his payment obligations towards us, and we do not assert the retention of title by exercising a right pursuant to clause 6(4). If this is the case, however, we may demand that the Buyer informs us of the assigned claims and to provide us with the their debtors, provides all information and documents necessary for collection. A further assignment , hands over the associated documents and informs the debtors (third parties) of the claims from assignment. Furthermore, in this case we shall be entitled to revoke the resale by Buyer's authorization to further sell and process the buyer is not permitted, unless it is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately upon crediting of the factoring proceedsreserved goods. 6. The buyer must inform us immediately of any seizure or other impairment by third parties. The buyer shall bear all costs which have to be incurred in order to cancel the seizure and to recover the object of purchase, insofar as they cannot be recovered from third parties. 7. d) If the realizable value of the existing securities exceeds the secured our claims including ancillary claims (interest, costs, etc.) by more than 50% in total10%, we shall be obliged to release securities of our choice at the request of the buyerBuyer's request. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention of title and, if necessary, to enter the buyer's business or warehouse for this purpose. The same shall apply if, after conclusion of the contract, it becomes apparent that our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. Taking back the goods does not constitute a withdrawal from the contract. We may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffected. 9. This section VII shall not apply in the case of delivery against advance payment.

Retention of Title. 1. All 4.1 The goods delivered shall will remain our property until such time as all claims from the business relationships with the purchaser have been satisfied. 4.2 The purchaser is required to ensure the separate storage and identification of goods owned by us (reserved retained goods) until fulfilment ). The purchaser must immediately notify us if third parties assert a right to the retained goods. 4.3 The purchaser shall process or convert the retained goods on our behalf, without establishing any obligations on our part. In the event the purchaser combines, mixes or processes the retained goods with other goods, or if he converts them together with other goods, we shall retain co-ownership in the resulting new goods at the proportion of the invoice value of the retained goods to the other goods. The new goods shall be considered retained goods within the meaning of these terms. 4.4 The purchaser is authorized, subject to revocation, to sell the retained goods. This authorization only extends to sales within the scope of proper course of business. The retained goods may only be sold as part of normal business operations. Any other disposals, particularly pledges and assignments of the retained goods by way of collateral are not permitted. The purchaser hereby assigns to us all of the claims to which we are he is entitled with regard to the retained goods from the respective delivery. This resale of the same or for other legal reasons; in the case of co-ownership, the assignment shall also only apply to conditional the portion of the claim that corresponds with our co-ownership. We hereby accept the assignment. Any resale may only be conducted under the condition that this assignment can be secured. 4.5 The purchaser is hereby revocably authorized to collect the assigned claims arising as part of normal business operations at any time. He must notify his creditors of the assignment at our request. Similarly, we may also issue such notifications and reserve the right to collect the claims ourselves as soon as the purchaser is in default of payment. 4.6 In the futureevent the purchaser has suspended payments, e.g. from acceptor's bills he shall be required to promptly send us a list of exchangethe remaining retained goods, including goods that have been processed, and also if payments are made on specially designated claims, forward a schedule of receivables to the third-party creditors. An application to commence insolvency proceedings against the assets of the purchaser shall entitle us to withdraw from the contract and also to claims which are established unilaterally by demand the insolvency administrator by way immediate return of choice of performanceretained goods that have not yet been processed. 2. Treatment and processing of 4.7 In the goods subject event the purchaser acts contrary to retention of title shall be carried out for us as manufacturer within the meaning of § 950 BGB (German Civil Code) without obligating us. The processed goods shall be deemed to be goods subject to retention of title within the meaning of No. 1. If the goods subject to retention of title are processed, combined or mixed with other goods by the buyercontract, we shall be entitled to co-ownership withdraw from the contract and demand the return of the new item on a pro rata basis retained goods, particularly in the ratio case of the invoice value payment default or breach of the goods subject an obligation pursuant to 4.2 or 4.4. Enforcement of this retention of title to the invoice value of the other goods used. If our ownership lapses as a result of combining or mixingdoes not, the buyer shall already now transfer to us the ownership rights to which he is entitled in the new stock or item to the extent of the invoice value of the reserved goods and shall keep them in safe custody for us free of charge. Our co-ownership rights shall be deemed to be reserved goods within the meaning of No.1. 3. The buyer may only sell the goods subject to retention of title in the ordinary course of business under his normal terms and conditions of business and as long as he is not in defaulthowever, provided that the claims from the resale are transferred to us in accordance with nos. 4 to 5. He is not entitled to dispose of the reserved goods in any other way. 4. The buyer's claims arising from the resale of the reserved goods or for any other legal reason (such as the processing or installation of supplied building materials and other materials in a property) are already assigned to us now, together with all securities which the buyer acquires for the assigned claims. They serve as security to the same extent as the reserved goods. If the goods subject to retention of title are sold by the buyer together with other goods not sold by us, the claim from the resale shall be assigned to us in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods. In the event of the sale of goods in which we have co-ownership shares pursuant to No. 2, a part corresponding to our co-ownership share shall be assigned to us. 5. The buyer is entitled to collect claims from the resale. He is obliged to transfer the collected amounts to us in the amount of the invoice value of the reserved goods. Upon collection by the buyer, our claim shall become due immediately. This authorisation to collect shall expire in the event of our revocation. We shall only make use of our right of revocation if the buyer acts in breach of contract, in particular in the event of his default in payment or non-redemption of a bill of exchange, or if he disregards our security interest as seller in any other way. At our request, the buyer is obliged to inform his customers immediately of the assignment to us and to provide us with the information and documents necessary for collection. A further assignment of the claims from the resale by the buyer is not permitted, unless it is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately upon crediting of the factoring proceeds. 6. The buyer must inform us immediately of any seizure or other impairment by third parties. The buyer shall bear all costs which have to be incurred in order to cancel the seizure and to recover the object of purchase, insofar as they cannot be recovered from third parties. 7. If the value of the existing securities exceeds the secured claims including ancillary claims (interest, costs, etc.) by more than 50% in total, we shall be obliged to release securities of our choice at the request of the buyer. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention of title and, if necessary, to enter the buyer's business or warehouse for this purpose. The same shall apply if, after conclusion of the contract, it becomes apparent that our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. Taking back the goods does not constitute a necessitate withdrawal from the contract, unless the purchaser is a consumer. We may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffected. 9. This section VII shall not apply in the case of delivery against advance payment.Status: May 2018

Retention of Title. 1II. All a. The sold goods delivered shall remain our the property (reserved goods) of N&M until fulfilment of N&M’s claim is paid in full. II. b. N&M retains title to the supplied goods until all claims to which we are N&M is entitled from on the respective delivery. This shall also apply to conditional claims arising in the future, e.g. from acceptor's bills of exchange, and also if payments are made on specially designated claims, and also to claims which are established unilaterally by the insolvency administrator by way of choice of performance. 2. Treatment and processing basis of the goods subject to retention of title shall be carried out for us as manufacturer within the meaning of § 950 BGB (German Civil Code) without obligating us. The processed goods shall be deemed to be goods subject to retention of title within the meaning of No. 1. If the goods subject to retention of title are processed, combined or mixed business relationship with other goods by the buyer, we on whatever legal grounds, are settled. Unless otherwise agreed individually, the buyer shall not be permitted to sell the purchased item until the purchase price is paid in full to N&M. The buyer hereby assigns to N&M all claims, including accessory rights, to which the buyer is entitled to co-ownership of the new item on a pro rata basis in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used. If our ownership lapses as a result of combining or mixingthe resale, irrespective of whether the buyer shall already now transfer may resell the purchased item prior to us the ownership rights to which he is entitled in the new stock or item to the extent full payment of the invoice value of the reserved goods and shall keep them in safe custody for us free of charge. Our co-ownership rights shall be deemed to be reserved goods within the meaning of No.1. 3. The buyer may only sell the goods subject to retention of title purchase price in the ordinary course of business under his normal terms and conditions due to an individual agreement or sells the purchased item in violation of the prohibition to sell prior to full payment of the purchase price. N&M hereby accepts such assignment. The assigned claims serve to secure all claims arising out of the business and relationship. The buyer shall be entitled to collect the assigned claim as long as he is N&M has not in default, provided that the claims from the resale are transferred to us in accordance with nos. 4 to 5. He is not entitled to dispose of the reserved goods in any other way. 4revoked such authorization. The buyer's claims arising from the resale of the reserved goods or for any other legal reason (such as the processing or installation of supplied building materials and other materials in a property) are already assigned to us now, together with all securities which the buyer acquires for the assigned claims. They serve as security to the same extent as the reserved goods. If the goods subject to retention of title are sold by the buyer together with other goods not sold by us, the claim from the resale shall be assigned to us in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods. In the event of the sale of goods in which we have co-ownership shares pursuant to No. 2, a part corresponding to our co-ownership share shall be assigned to us. 5. The buyer is entitled authorization to collect claims from the resale. He is obliged to transfer the collected amounts to us in the amount of the invoice value of the reserved goods. Upon collection by the buyer, our claim shall become due immediately. This authorisation to collect shall will expire in the event of our revocation. We shall only make use of our right of without any express revocation if the buyer acts in breach of contract, in particular in the event of his default in payment or non-redemption of a bill of exchange, or if he disregards our security interest as seller in any other waystops its payments. At our request, the request of N&M the buyer is obliged has to inform his customers N&M immediately in writing to whom the buyer has sold the goods and to which claims it is entitled on the basis of the assignment to us sale and to provide us issue N&M with the information and officially certified documents necessary for collection. A further concerning assignment of the claims from the resale by the buyer is not permitted, unless it is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately upon crediting of the factoring proceeds. 6. The buyer must inform us immediately of any seizure or other impairment by third partiesat its own expense. The buyer shall bear all costs which have to be incurred in order to cancel the seizure and to recover the object of purchase, insofar as they cannot be recovered from third parties. 7entitled to any other disposals of the items to which N&M retains title or of the claims assigned to N&M. The buyer must notify N&M immediately of any pledging or any other impairment of rights of the items or claims owned by N&M in whole or in part. N&M shall at all times be entitled to demand surrender of the goods owned by N&M if the buyer defaults on a payment or if the buyer’s financial situation deteriorates considerably. If N&M avails itself of this right, there will – notwithstanding any other binding provisions of the law – only be a rescission of contract if N&M expressly declares so. If the value of the existing securities collateral supplied exceeds the secured claims including ancillary claims (interest, costs, etc.) N&M’s claim by more than 5010% in total, we shall be obliged to N&M will release securities of our choice the collateral exceeding 10% at the buyer’s request of the buyerat N&M’s option. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention of title and, if necessary, to enter the buyer's business or warehouse for this purpose. The same shall apply if, after conclusion of the contract, it becomes apparent that our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. Taking back the goods does not constitute a withdrawal from the contract. We may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffected. 9. This section VII shall not apply in the case of delivery against advance payment.

Retention of Title. 1. All goods delivered shall by us remain our property (reserved goodsReserved Property) until fulfilment all claims arising from our business contacts have been settled, regardless of the origin of the claims to which we are entitled from the respective delivery. This shall also apply to and including future or conditional claims arising (current account reservation). The current account reservation is not applicable in in prepayment or delivery vs payment xxxxx.Xx these cases, the future, e.g. from acceptor's bills of exchange, and also if payments are made on specially designated claims, and also to claims which are established unilaterally by goods remain our property until the insolvency administrator by way of choice of performancepurchase price for these goods has been paid in full. 2. Treatment and With regard to processing or manufacturing of the goods subject to retention of title Reserved Property, we shall be carried out for us as deemed to be manufacturer within the meaning of § 950 BGB (German Civil Code) without obligating uscommitting us in any way. The processed or manufactured goods shall be deemed to be goods subject to retention of title regarded as Reserved Property within the meaning of Noclause V/1 of these Conditions. 1. If When the Buyer processes, combines or mixes the re-served goods subject to retention of title are processed, combined or mixed with other goods by the buyergoods, we shall be entitled to retain co-ownership in the new product in the relation of the new item on a pro rata basis in the ratio of the invoice in-voice value of the reserved goods subject to retention of title to the invoice value of the other goods usedproduced. If our ownership lapses as a result of combining property disappears due to combination or mixingmixture, the buyer shall already now transfer Buyer transfers to us the ownership already his property rights to which he is entitled in the new stock goods or item items in relationship to the extent of the invoice value of the reserved goods and shall keep will retain them in safe custody for us free of chargewithout cost. Our The resulting co-ownership rights shall be deemed to be reserved goods within counts as Reserved Property in the meaning of No.1Section V/1 of these Conditions. 3. The buyer Buyer may only re-sell the goods subject to retention of title Reserved Property only in the ordinary course of business under his normal terms business relations and to normal business conditions of business and as long as he is not in default, provided arrears and only on the condition that the claims from the resale related sale are transferred to us in accordance with nos. 4 according to 5Sections V/4 to V/6 of these Conditions. He is not entitled authorized to dispose of use the reserved goods in Reserved Property for any other waypurpose. 4. The buyer's claims arising of the Buyer from the resale further sale of the reserved goods or for any other legal reason (such Reserved Property count already as the processing or installation of supplied building materials and other materials in a property) are already assigned trans-ferred to us now, together with all securities which the buyer acquires for the assigned claimsus. They serve count, in the same relationship, as security to as does the same extent as the reserved goodsReserved Property. If the goods subject to retention of title are Reserved Property is sold by the buyer Buyer together with other goods not sold by us, the assignment of the claim from the resale shall be assigned to us further sale is only in the ratio amount of the invoice sales value of the goods subject to retention of title to the invoice value of the other goodsReserved Property. In the event of With the sale of goods in on which we have co-ownership shares pursuant according to No. 2Section V/2 of these Conditions, a part corresponding to our the assignment of the claim is in the amount of this co-ownership share shall be assigned to usownership. 5. The buyer Buyer is entitled authorized to collect claims from the resalefurther sale until we exercise our rights of revo-cation at any time. He is obliged to transfer the collected amounts to us in the amount of the invoice value of the reserved goods. Upon collection by the buyerIn addition, our claim shall become due immediately. This authorisation to collect shall expire in the event of our revocation. We shall only make use of our right of revocation if the buyer acts in breach of contract, in particular in the event of his default when Buyer defaults in payment or non-redemption of a bill of exchange, or if he disregards our security interest as seller in any other way. At our request, the buyer is obliged to inform his customers immediately of the assignment to us and to provide us with the information and documents necessary for collection. A further assignment of the claims from the resale by the buyer is not permitted, unless it is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately upon crediting of the factoring proceeds. 6. The buyer must inform us immediately of any seizure or other impairment by third parties. The buyer shall bear all costs which have to be incurred in order to cancel the seizure and to recover the object of purchase, insofar as they cannot be recovered from third parties. 7. If the value of the existing securities exceeds the secured claims including ancillary claims (interest, costs, etc.) by more than 50% in total, we shall be obliged to release securities of our choice at the request of the buyer. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled entitled, after expiration of an appropriate extension period, to take back the goods subject delivered and to retention of title and, if necessary, to enter the buyer's business request that they not be sold or warehouse for this purposeprocessed. The same This taking back shall apply if, after conclusion of the contract, it becomes apparent that our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. Taking back the goods does not constitute a withdrawal from the contract. We may also prohibit At our request, the resale, further processing Buyer is required to inform his customers immediately about the assignment to us – as far as we do not do it ourselves – and removal to provide us with the necessary information and details to accomplish col-lection. 6. The Buyer must inform us immediately about any seizure or other adverse actions on the part of third parties. 7. Should the value of the reserved goods. The provisions existing securities exceed the value of the Insolvency Code shall remain unaffectedsecured claims by more than 50 %, we are required to release securities of our choice upon demand of the Buyer. 9. This section VII shall not apply in the case of delivery against advance payment.

Retention of Title. 1. All The goods delivered shall remain become our customer's property (reserved goods) until fulfilment of the claims to which we are entitled only after it has paid its entire debts from the respective delivery. This shall also apply to conditional claims arising in the future, e.g. from acceptor's bills of exchange, and also if payments are made on specially designated claims, and also to claims which are established unilaterally by the insolvency administrator by way of choice of performancebusiness relationships with us. 2. Treatment We shall be entitled to demand that the customer surrender the goods under reservation of title if it is in arrears with the discharge of its obligations to us, without setting a grace period and processing without withdrawing from the contract. Take-back of the goods subject to retention under reservation of title shall be carried out for us as manufacturer within represent withdrawal from the meaning of § 950 BGB (German Civil Code) without obligating uscontract only if we expressly declare this. 3. The processed goods shall be deemed to be goods subject to retention Our reservation of title within shall also extend to the meaning products created by processing goods under reservation of No. 1title. If the goods subject to retention under reservation of title are processed, processed together with goods of a third party or if the goods under reservation of title are mixed or combined or mixed with other goods by the buyerof a third party, we shall be entitled to acquire co-ownership of the new item on a pro rata basis products created in this way. The value of such co-ownership shall result from the ratio proportion of the invoice value of the goods subject to retention under reservation of title to the invoice value of the other items at the time of processing, mixing or combination. In the case of resale, our customer shall make transfer of title conditional on full payment of the goods usedby its customers. If our ownership lapses as a result The rights of combining resale, use or mixing, incorporation of the buyer goods under reservation of title and the authority to collect the assigned receivables shall already now transfer cease to us the ownership rights exist upon suspension of payments or filing or opening of insolvency proceedings or judicial or non-judicial composition proceedings. The authority to which he is entitled collect shall likewise cease to exist in the new stock case of any action for assertion of a claim concerning payment of a cheque or item honouring of a bill of exchange. This shall not apply to the extent of the invoice value of the reserved goods and shall keep them in safe custody for us free of charge. Our co-ownership rights shall be deemed to be reserved goods within the meaning of No.1. 3. The buyer may only sell the goods subject to retention of title in the ordinary course of business under his normal terms and conditions of business and as long as he is not in default, provided that the claims from the resale are transferred to us in accordance with nos. 4 to 5. He is not entitled to dispose of the reserved goods in any other wayinsolvency administrator's rights. 4. The buyer's Our customer hereby assigns to us in advance any and all claims arising from the resale of the reserved goods or for any other legal reason (such as the processing or installation under reservation of supplied building materials and other materials in a property) are already assigned to us nowtitle, together with all securities which accessory claims and claims to securities, to secure all our claims against our customer that arise from the buyer acquires for business relationship. We accept the assigned claims. They serve as security to the same extent as the reserved goodsassignment. If the goods subject to retention under reservation of title are sold by the buyer together with other goods not sold by usitems at a lump-sum price, the claim from the resale assignment shall be assigned limited to us in the ratio proportionate amount of our invoice for the goods under reservation of title sold together with these items. If goods are sold of which we are co-owners according to Section 3. above, the assignment shall be limited to that part of the invoice value of the goods subject to retention of title to the invoice value of the other goods. In the event of the sale of goods in which we have co-ownership shares pursuant to No. 2, a part corresponding receivable that corresponds to our co-ownership share share. While our customer is meeting its payment obligations on schedule, our customer shall be assigned entitled to uscollect the receivables from reselling. The customer shall not be entitled to effect any pledging or any kind of assignment. 5. The buyer Should we believe that satisfaction of our claims against our customer is entitled to collect claims from the resale. He is obliged to transfer the collected amounts to us in the amount of the invoice value of the reserved goods. Upon collection by the buyerjeopardised, our claim customer shall become due immediately. This authorisation to collect shall expire in the event of our revocation. We shall only make use of our right of revocation if the buyer acts in breach of contract, in particular in the event of his default in payment or non-redemption of a bill of exchange, or if he disregards our security interest as seller in any other way. At our request, the buyer is obliged to on request inform his its customers immediately of the assignment and provide to us and to provide us with the all necessary information and documents necessary for collectionfree of charge. A further assignment In this case, we shall also be entitled to disclose the assignment. Our customer shall inform us forthwith in writing of any seizure by a third party of the claims from the resale by the buyer is not permitted, unless it is an assignment by way goods under reservation of genuine factoring, which is notified title and provide to us and in which the factoring proceeds exceed the value of all information that is necessary to enforce our secured claim. Our claim shall become due immediately upon crediting of the factoring proceedsclaims. 6. The buyer must inform us immediately of any seizure or other impairment by third parties. The buyer shall bear all costs which have to be incurred in order to cancel the seizure and to recover the object of purchase, insofar as they cannot be recovered from third parties. 7. If the value of the existing securities to which we are entitled exceeds the receivables from our customer to be secured claims including ancillary claims (interest, costs, etc.) by more than 50% in total10%, we shall be obliged to release securities of our choice at the request of the buyer. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention of title and, if necessary, to enter the buyer's business or warehouse for this purpose. The same shall apply if, after conclusion of the contract, it becomes apparent that our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. Taking back the goods does not constitute a withdrawal from the contractcustomer. We may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffectedbe free to choose which securities to release. 9. This section VII shall not apply in the case of delivery against advance payment.

Retention of Title. 1. All goods delivered shall We remain our property (reserved goods) until fulfilment the owner of the claims to which we are entitled from delivered goods until full payment of all debts of the respective deliverybusiness relationship between us and the customer. This shall also apply to conditional claims arising in With a current account the futureretained property serves as security for our balance claim. Payment becomes valid until receipt of the equivalent value for us, e.g. from acceptor's bills at the dedication of exchange, and also if payments are made on specially designated claims, and also to claims which are established unilaterally by the insolvency administrator by way of choice of performanceexchange or checks. 2. Treatment and Any treatment or processing of goods is made on our behalf and without payment and without any obligation on us the goods subject way that we are the manufacturer according to retention of title shall be carried out for us as manufacturer within the meaning of § 950 BGB (German Civil Code) without obligating usat any time and keep the degree of processing of products of the property. The processed goods shall be deemed to be goods subject to retention of title within the meaning of No. 1. If In processing, combining or mixing the goods subject to retention of title are processed, combined or mixed with other goods by the buyeritems not belonging to us, we shall be entitled to co-join the ownership of the new item on a pro rata basis object in the ratio of the invoice value of the goods subject proportion to retention of title to the invoice value of the other goods used. If our ownership lapses as a result of combining or mixing, the buyer shall already now transfer to us the ownership rights to which he is entitled in the new stock or item to the extent of the invoice value of the reserved goods and shall keep them in safe custody for us free of charge. Our co-ownership rights shall be deemed to be reserved goods within the meaning of No.1. 3. The buyer may only sell the goods subject to retention of title in the ordinary course of business under his normal terms and conditions of business and as long as he is not in default, provided that the claims from the resale are transferred to us in accordance with nos. 4 to 5. He is not entitled to dispose of the reserved goods in any other way. 4. The buyer's claims arising from the resale of the reserved goods or for any other legal reason (such as the processing or installation of supplied building materials and other materials in a property) are already assigned to us now, together with all securities which the buyer acquires for the assigned claims. They serve as security to the same extent as the reserved goods. If the goods subject to retention of title are sold by the buyer together with other goods not sold by us, the claim from the resale shall be assigned to us in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods. In the event of the sale of goods in which we have co-ownership shares pursuant to No. 2, a part corresponding to our co-ownership share shall be assigned to us. 5. The buyer is entitled to collect claims from the resale. He is obliged to transfer the collected amounts to us in the amount of the invoice value of the reserved goods, the other processed goods at the time of processing, mixing or blending. Upon collection by If the buyercustomer acquires the sole ownership of the new object, then the parties agree that our claim customers in proportion to the invoice value of the processed, connected, mixed or combined reserved grants ownership of the new things and keep them in custody without charge for us. 3. The customer is entitled to resell the reserved goods in the ordinary course of business, a pledge or collateral assignment is not permitted to him. He is obliged to secure our rights in respect of the goods in the resale on credit. The demands of the customer from the resale of the goods the customer shall become due immediatelyassign as security all claims from the business relationship to us. This authorisation Regardless of our rights the customer is entitled to collect shall expire in the event of our revocation. We shall only make use of our right of revocation if the buyer acts in breach of contract, in particular in the event of as long as he meets his default in payment or non-redemption of a bill of exchange, or if he disregards our security interest as seller in any other wayobligations to us over and not become insolvent. At our request, request the buyer customer is obliged to inform his customers immediately of the assignment to us and to provide us with the information necessary to collect the assigned claims and documents necessary for collectionannounce the assignment to the third buyers to pay us. 4. A further assignment If the reserved goods are combined or mixed with other goods that are resold without or after processing, combining or mixing, the top of the claims from the resale by the buyer debt is not permitted, unless it is an assignment by way of genuine factoring, which is notified valid only up to us and in which the factoring proceeds exceed the value of our secured claimthe reserved goods are resold together with other goods. Our Of any execution against the reserved goods or the claims assigned in advance, the customer has immediately to hand over the files for a claim shall become due immediately upon crediting of the factoring proceeds. 6. The buyer must inform us immediately of any seizure or other impairment by third parties. The buyer shall bear all costs which have according to be incurred in order to cancel the seizure and to recover the object of purchase, insofar as they cannot be recovered from third parties. 7§ 771 ZPO. If the value of the existing securities exceeds the secured claims including ancillary claims (interest, costs, etc.) by more than 5015 % in total, we shall be obliged to release securities of our choice are at the request of the buyer. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention of title and, if necessarycustomer, to enter the buyer's business or warehouse for this purpose. The same shall apply if, after conclusion of the contract, it becomes apparent that release securities at our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. Taking back the goods does not constitute a withdrawal from the contract. We may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffecteddiscretion. 9. This section VII shall not apply in the case of delivery against advance payment.

Retention of Title. 1. All goods delivered shall remain our property (reserved goods) Until the customer/purchaser/orderer has settled all outstanding claims – in case of payment by draft or cheque until fulfilment redemption of the claims such – to which we are entitled from for any legal reason, the respective deliverygoods shall remain our property. This In addition, the following securities shall also apply to conditional claims arising in be granted us, which we may release on request at the future, e.g. from acceptor's bills of exchange, and also if payments are made on specially designated claims, and also to claims which are established unilaterally by the insolvency administrator by way of choice of performance. 2. Treatment and processing discretion of the purchaser/orderer, provided their value exceeds the claims by more than 15%. Processing or working the goods subject to retention of title shall be carried out is always free for us as manufacturer within the meaning manufacturer, but without any obligation on our part, so that we retain title to the goods at all times and every degree of § 950 BGB (German Civil Code) without obligating usthe processing. The processed customer/ purchaser/order shall keep custody of our property free of charge. Should the customer/purchaser/orderer merge or combine our goods shall be deemed to be goods subject to retention of title within the meaning of No. 1. If the goods subject to retention of title are processed, combined or mixed with other goods by not belonging to us, thus causing a loss of ownership, it is hereby agreed that we shall acquire a share in the buyerjoint ownership of the customer/purchaser/orderer in the new item in the total amount of the invoice proportional to the value of the new goods after processing at the time of combining/merging and that the customer/ purchaser/orderer shall keep custody of them gra- tuitously. The customer/purchaser/orderer shall be obligated to protect our property/joint property from deterioration, we spoilage or loss with the proper care and diligence, also against his customers/purchasers/ orderers. The customer/purchaser/orderer shall be entitled to coprocess and to sell the reserved-ownership of the new item on a pro rata basis title goods in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used. If our ownership lapses as a result of combining or mixing, the buyer shall already now transfer to us the ownership rights to which he is entitled in the new stock or item to the extent of the invoice value of the reserved goods and shall keep them in safe custody for us free of charge. Our co-ownership rights shall be deemed to be reserved goods within the meaning of No.1. 3. The buyer may only sell the goods subject to retention of title in the ordinary normal course of business under his normal terms and conditions of business and as long as business, provided that he is not in default, provided that the claims from the resale are transferred to us in accordance with nosarrears. 4 to 5. He is not entitled to dispose of the reserved goods in any other way. 4. The buyer's claims arising Claims deriving from the resale of the reserved reserved- title goods or for any other legal reason (such as the processing or installation reasons pertaining to these goods, including all types of supplied building materials and other materials in a property) balance claims, are already here- with assigned to us now, by way of security in full together with all securities which the buyer acquires for the assigned claimsancillary rights. They serve as security to the same extent as the reserved goods. If the goods subject to retention of title are sold by the buyer together with other goods not sold by us, the claim from the resale shall be assigned to us in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods. In the event of the sale of goods in which we have co-ownership shares pursuant to No. 2, a part corresponding to our co-ownership share shall be assigned to us. 5. The buyer is entitled We provisionally authorise him to collect in his own name and for his own account all claims from the resale. He is obliged to transfer the collected amounts to us in the amount of the invoice value of the reserved goods. Upon collection by the buyer, our claim shall become due immediately. This authorisation to collect shall expire in the event of our revocation. We shall only make use of our right of revocation if the buyer acts in breach of contract, in particular in the event of his default in payment or non-redemption of a bill of exchange, or if he disregards our security interest as seller in any other way. At our request, the buyer is obliged to inform his customers immediately of the assignment ceded to us and to provide forward the proceeds to us with when payment is due. Has the authorisation to collect been revoked, the customer/purchaser/orderer shall be required at our request to disclose the assignments and to make available to us the necessary information and documents necessary for collectiondocuments. A further assignment of the claims from the resale by the buyer It is not permitted, unless it is an assignment by way of genuine factoring, which is notified permitted to us and in which pledge or assign the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately upon crediting of the factoring proceeds. 6. The buyer must inform us immediately of any seizure or other impairment by third parties. The buyer shall bear all costs which have to be incurred in order to cancel the seizure and to recover the object of purchase, insofar reserved-title goods as they cannot be recovered from third parties. 7a security. If the value of the existing securities exceeds the secured claims including ancillary claims (interesta third party att- Käufer/Besteller verpflichtet sich, costsunser Eigentum/ Miteigentum mit der Sorgfalt eines ordentlichen Kaufmanns vor Verderb, etcMinderung oder Verlust zu bewahren, auch gegenüber seinen Auftraggebern/ Käufern/Bestellern. Der Auftraggeber/Käufer/ Besteller ist berechtigt, die Vorbehaltsware im ord- nungsgemässen Geschäftsverkehr zu verarbeiten und zu veräussern, solange er nicht im Verzug ist. Die aus dem Weiterverkauf oder einem sonstigen Rechtsgrund bezüglich der Vorbehaltsware entstehenden Forderungen, auch jede Art von Saldoforderungen, tritt er bereits jetzt sicherungshalber in vollem Umfang und mit allen Nebenrechten an uns ab. Wir ermächtigen ihn widerruflich, die uns abgetretenen Forderungen für eigene Rechnung und in eigenem Namen einzuziehen und den Erlös an uns bei Fälligkeit unserer Forderungen abzuführen. Ist die Einziehungsermächtigung wider- rufen, so wird der Auftraggeber/Käufer/Besteller auf unsere Aufforderungen hin die Abtretung offen legen und uns die erforderlichen Auskünfte und Unterlagen zur Verfügung stellen. Verpfändungen oder Sicherungsübereignungen der Vorbehaltsware sind unzulässig. Bei Zugriffen Dritter auf die Vorbehaltsware hat der Auftraggeber/Käufer/Besteller auf unser Eigentum hinzuweisen und uns unverzüglich zu benachrichtigen. Kosten und Schäden trägt der Auftraggeber/Käufer/Besteller. Bei vertragswidrigem Verhalten des Auftraggebers/Käufer/Bestellers, durch das der Wert der Ware als Sicherungsobjekt nicht unwesentlich gefährdet wird, sind wir berechtigt, die Vorbehaltsware nach Mahnung auf seine Kosten zurückzunehmen; der Auftraggeber/Käufer/Besteller ist zur Herausgabe verpflichtet. Die Geltendmachung des Eigentumsvorbehaltes sowie die Pfändung der Vorbehaltsware durch uns gilt nicht als Rücktritt vom Vertrag.) by more than 50% in total, we shall be obliged to release securities of our choice at the request of the buyer. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention of title and, if necessary, to enter the buyer's business or warehouse for this purpose. The same shall apply if, after conclusion of the contract, it becomes apparent that our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. Taking back the goods does not constitute a withdrawal from the contract. We may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffected. 9. This section VII shall not apply in the case of delivery against advance payment.

Retention of Title. 1. All 5.1 Until all present and future claims arising from the purchase contract and the current business relationship (secured claims) have been fulfilled, the delivered goods delivered shall remain our the property (reserved goods) until fulfilment of the claims Seller (goods subject to which we are entitled from the respective delivery. This shall also apply to conditional claims arising in the future, e.g. from acceptor's bills retention of exchange, and also if payments are made on specially designated claims, and also to claims which are established unilaterally by the insolvency administrator by way of choice of performancetitle). 2. Treatment and processing of 5.2 The Buyer is obliged to keep the goods subject to retention of title shall be carried out for us as manufacturer within the meaning duration of § 950 BGB (German Civil Code) without obligating us. The processed goods shall be deemed to be goods subject to the retention of title within with the meaning diligence of Noa prudent businessman. 1. If The Buyer shall insure the goods subject to retention of title are processedadequately against fire, combined or mixed water and theft damage at replacement value at its own expense and shall provide the Seller with other goods by the buyercorresponding proof of insurance upon the Seller's request and to assign the claims arising from the insurance contract to the Seller. 5.3 Until revoked in accordance with Clause 5.6, we shall be the Buyer is entitled to co-ownership of the new item on a pro rata basis in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used. If our ownership lapses as a result of combining or mixing, the buyer shall already now transfer to us the ownership rights to which he is entitled in the new stock or item to the extent of the invoice value of the reserved goods and shall keep them in safe custody for us free of charge. Our co-ownership rights shall be deemed to be reserved goods within the meaning of No.1. 3. The buyer may only sell resell the goods subject to retention of title in the ordinary course of business under his normal terms and conditions of business and as long as he is not in default, provided that the claims from the resale are transferred to us business. 5.4 Until revoked in accordance with nos. 4 to 5. He is not Clause 5.6, the Buyer shall be entitled to dispose of the reserved goods in any other way. 4. The buyer's claims arising from the resale of the reserved goods or for any other legal reason (such as the processing or installation of supplied building materials and other materials in a property) are already assigned to us now, together with all securities which the buyer acquires for the assigned claims. They serve as security to the same extent as the reserved goods. If process the goods subject to retention of title are sold by in the buyer together with other goods not sold by us, ordinary course of business. The retention of title shall extend to the claim products resulting from the resale shall be assigned to us in the ratio of the invoice value processing, mixing or combining of the goods subject to retention of title to at their full value, whereby the invoice value of the other goods. In the event of the sale of goods in which we have co-ownership shares pursuant to No. 2, a part corresponding to our co-ownership share Seller shall be assigned deemed to us. 5be the manufacturer. The buyer is entitled to collect claims from the resale. He is obliged to transfer the collected amounts to us in the amount of the invoice value of the reserved goods. Upon collection by the buyerIf, our claim shall become due immediately. This authorisation to collect shall expire in the event of our revocation. We shall only make use processing, mixing or combining with goods of our third parties, their right of revocation if the buyer acts in breach of contract, in particular in the event of his default in payment or non-redemption of a bill of exchange, or if he disregards our security interest as seller in any other way. At our requestownership remains, the buyer is obliged Seller shall acquire co- ownership in proportion to inform his customers immediately the invoice values of the assignment to us and to provide us with the information and documents necessary for collection. A further assignment of the claims from the resale by the buyer is not permittedprocessed, unless it is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately upon crediting of the factoring proceeds. 6mixed or combined goods. The buyer must inform us immediately of any seizure or other impairment by third parties. The buyer shall bear all costs which have to be incurred in order to cancel the seizure and to recover the object of purchase, insofar as they cannot be recovered from third parties. 7. If the value of the existing securities exceeds the secured claims including ancillary claims (interest, costs, etc.) by more than 50% in total, we shall be obliged to release securities of our choice at the request of the buyer. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back regulations for the goods subject to retention of title andshall apply accordingly to the resulting products. 5.5 The Buyer hereby assigns to the Seller by way of security all claims against third parties arising from the resale of the goods subject to retention of title or the products arising in accordance with Clause 5.4 in total or in the amount of the co-ownership share in accordance with Clause 5.4. The Seller accepts the assignment. The Buyer shall remain authorised to collect the claims assigned as security until revoked in accordance with Clause 5.6. In the event of revocation in accordance with Clause 5.6, the Buyer shall notify the Seller of the assigned claims and their debtors, provide all information required for collection, hand over the relevant documents and notify the debtors of the assignment. 5.6 The Seller may revoke the authorisation to resell the goods subject to retention of title in accordance with Clause 5.3, to process, mix or combine them in accordance with Clause 5.4 and to collect the claims assigned as security in accordance with Clause 5.5 in the following cases: if the Seller asserts the retention of title by exercising its rights under Clause 5.9, if necessarythe Buyer is threatened with insolvency, if the Buyer fails to enter meet its payment obligations arising from the buyerbusiness relationship at the due date, if an application has been made to open insolvency proceedings against the assets of the Buyer or if the opening of such proceedings has been rejected for lack of assets. 5.7 If the realisable value of the securities exceeds the secured claims by more than 10%, the Seller shall release securities of its choice at the Buyer's business request. 5.8 The goods subject to retention of title and the claims assigned as security in accordance with Clause 5.5 may not be pledged to third parties or warehouse for this purposeassigned as security before the secured claims have been paid in full. The same shall apply if, after conclusion Buyer undertakes to notify the Seller without delay of any compulsory enforcement measures (or measures corresponding thereto) by third parties in respect of the contractgoods subject to retention of title and/or the assigned claims and to make available all related documents (in particular the compulsory enforcement documents). In addition, the Buyer shall provide the Seller with an affidavit in which the Buyer declares that the goods subject to enforcement are the Seller's goods subject to retention of title. The costs of the Seller's measures to avert enforcement shall be borne by the Buyer unless they shall be borne by third parties. 5.9 In the event of any breach of contract by the Buyer, the Seller shall be entitled to withdraw from the contract in accordance with the statutory provisions and to demand the return of the goods subject to retention of title based on this latter basis. If the Buyer does not pay the purchase price due, the Seller may only assert these rights if it becomes apparent that our claim has previously set the Buyer a reasonable deadline for payment under this without success or other contracts with if such a deadline is not mandatory according to the buyer is jeopardised by the buyer's lack of ability to pay. Taking back the goods does not constitute a withdrawal from the contract. We may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffectedstatutory provisions. 9. This section VII shall not apply in the case of delivery against advance payment.

Retention of Title. 1The goods supplied shall only be transferred into the property of buyer when buyer has paid for them to us in full. All goods delivered shall remain our property (reserved goods) until fulfilment In case of the claims to which we are entitled from the respective delivery. This shall also apply to conditional claims arising in the future, e.g. from acceptor's bills of exchange, and also if payments are made on specially designated claims, and also to claims which are established unilaterally by the insolvency administrator by way of choice of performance. 2. Treatment and processing of the goods that are subject to retention of title shall be carried out for us as manufacturer within the meaning of § 950 BGB (German Civil Code) without obligating us. The processed goods title, we shall be deemed producer and shall acquire title to be goods subject to retention of title within the meaning of No. 1newly manufactured products. If the goods subject to retention of title are processed, combined or mixed with other goods by that are the buyerproperty of third parties, we shall be entitled to acquire co-ownership rights of the new item on a pro rata basis products manufactured in this process in the ratio proportion of the invoice calculated value of the goods subject to retention of title to the invoice calculated value of the other goods used. If our ownership lapses as a result of combining or mixing, the buyer shall already now transfer to us the ownership rights to which he is entitled in the new stock or item to the extent of the invoice value of the reserved goods and shall keep them in safe custody for us free of charge. Our co-ownership rights shall be deemed to be reserved goods within the meaning of No.1. 3. The buyer may only sell the goods subject to retention of title in the ordinary course of business under his normal terms and conditions of business and as long as he is not in default, provided that the claims from the resale are transferred to us in accordance with nos. 4 to 5. He is not entitled to dispose of the reserved goods in any other way. 4. The buyer's claims arising from the resale of the reserved goods or for any other legal reason (such as the processing or installation of supplied building materials and other materials in a property) are already assigned to us now, together with all securities which the buyer acquires for the assigned claims. They serve as security to the same extent as the reserved goodsmaterials. If the goods subject to retention of title are sold by processed, combined or mixed with a major item that at that point in time is already the property of buyer, buyer together with other goods not sold by us, the claim from the resale shall be assigned to us in the ratio already now transfers his title of ownership of the invoice value of new product to us. Buyer shall store the goods subject to retention of title applying the due care and diligence of a prudent businessman and take out insurance for them to cover the usual storage risks. He shall transfer his claims under the insurance to us already at this time. At our request buyer shall grant us the right of access for taking stock and possession of our goods. Should a third party make a claim on our property, buyer shall secure and defend our property rights by employing all suitable means and notifying us immediately. As long as buyer duly meets his obligations to us, he is entitled to make use of the goods subject to retention in the ordinary course of business and to collect claims derived from the resale of goods subject to retention. In return, buyer already now transfers to us all claims, plus collateral and security rights including bills of exchange and checks, derived from this resale or from another legal title against his customers or third parties. In case of a resale of goods subject to retention, buyer undertakes to provide the required information (notification of the third-party debtor). Buyer has no right to pledge the goods subject to retention or the assigned claim to third parties or to assign it as a security to third parties. The permission to resell the goods subject to retention shall not apply if buyer and his customer rule out the assignment of the claim deriving from the resale. Buyer shall notify us immediately of any access (or access attempts) of third parties to the invoice value goods subject to retention or to assigned claims. Buyer shall compensate us for all damage and costs that have been caused by a violation of this obligation and by the other requisite measures of intervention against access of third parties to the goods. In the event of the sale default of goods in which we have co-ownership shares pursuant to No. 2, a part corresponding to our co-ownership share shall be assigned to us. 5. The buyer is entitled to collect claims from the resale. He is obliged to transfer the collected amounts to us in the amount of the invoice value of the reserved goods. Upon collection by the buyer, our claim shall become due immediately. This authorisation to collect shall expire in the event of our revocation. We shall only make use of our right of revocation if the buyer acts in breach of contract, in particular in the event of his default in payment or non-redemption of a bill of exchange, or if he disregards our security interest as seller in buyer fails to meet any other wayVerpflichtungen nicht nachkommt, sind wir nach unserer Xxxx berechtigt, entweder (i) Betriebsräumlichkeiten und Liegenschaften des Käufers ohne Vorankündigung zu betreten und die gelieferten, unter Eigentumsvorbehalt stehenden Waren auf Kosten des Käufers abzutransportieren und in unseren Besitz zu nehmen (ohne dass dies als Rücktritt vom Vertrag anzusehen ist), oder (ii) die Rücksendung der Waren auf Kosten des Käufers zu verlangen. At our request, the buyer is obliged to inform his customers immediately of the assignment to us and to provide us with the information and documents necessary for collection. A further assignment of the claims from the resale by the buyer is not permitted, unless it is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately upon crediting of the factoring proceedsDarüber hinaus hat uns der Käufer auf Anforderung alle erforderlichen Auskünfte und Unterlagen über den Bestand der Vorbehaltsware und der abgetretenen Forderungen zu erteilen sowie die Forderungsabtretung unverzüglich seinen Abnehmern mitzuteilen. 6. The buyer must inform us immediately of any seizure or other impairment by third parties. The buyer shall bear all costs which have to be incurred in order to cancel the seizure and to recover the object of purchase, insofar as they cannot be recovered from third parties. 7. If the value of the existing securities exceeds the secured claims including ancillary claims (interest, costs, etc.) by more than 50% in total, we shall be obliged to release securities of our choice at the request of the buyer. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention of title and, if necessary, to enter the buyer's business or warehouse for this purpose. The same shall apply if, after conclusion of the contract, it becomes apparent that our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. Taking back the goods does not constitute a withdrawal from the contract. We may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffected. 9. This section VII shall not apply in the case of delivery against advance payment.

Retention of Title. 1. All The delivered goods delivered shall remain our property (reserved goods) until fulfilment full payment of the claims to which we are entitled from purchase price (remuneration for works and services) including all ancillary costs or encashment of any bills of exchange or cheques given in payment. The acceptance of cheques or bills of exchange shall not affect the respective deliveryagreed retention of title. This The retention of title in respect of the contractual goods shall also apply to conditional claims arising pertaining to other supplies, and shall thus remain in place unless and until all claims available to us against the Customer have been paid in their entirety, irrespective of the supply to which they relate. Claims may be enforced over all goods stored in the futurewarehouse of the Customer, e.g. from acceptor's bills irrespective of exchange, the time of supply and also if of any partial payments are made on specially designated claims, and also to claims which are established unilaterally during the intervening period. In the event of a breach of contract by the insolvency administrator by way of choice of performance. 2. Treatment Customer, including in particular non-payment, we shall be entitled to take back all goods held within internal and processing external storage locations of the goods subject Customer up to retention the value of title shall be carried out for us as manufacturer within our outstanding claims at the meaning cost of § 950 BGB (German Civil Code) without obligating us. The processed goods shall be deemed the Customer and where appropriate to be goods subject require the assignment of any claims to retention of title within surrender available to the meaning of No. 1Customer against third parties. If the goods subject to retention of title are processedhave been processed along with goods of third parties or of the Customer, combined we shall acquire joint ownership over the newly produced item. The same shall apply in the event that the goods subject to reservation of title have been amalgamated or mixed with other goods by of third parties or of the buyer, we Customer. The level of our joint ownership share shall be entitled to co-ownership determined in accordance with the value of the goods subject to reservation of title in relation to the other goods. The new item on items created as a pro rata basis result of processing, amalgamation or mixing shall constitute goods subject to retention of title, insofar as they are owned or jointly owned by us. The Customer is obliged to handle goods subject to retention of title with care and to insure them appropriately against all normal risks, including in particular fire, theft and water risks. Proof of insurance shall be presented to us upon request. Upon request by us, the ratio of the invoice value of Customer shall store the goods subject to retention of title separately and designate them as our property. Any claims available to the invoice value Customer against third parties on account of the other loss of or damage to goods usedsubject to retention of title, including in particular claims against insurers and damages claims, are hereby assigned to us. The Customer shall obtain from the debtors under any such claims any approvals necessary for the assignment. If at the time goods are taken back our ownership lapses as a result of combining or mixingprices have been discounted below the prices on the delivery date, the buyer shall already now transfer to us the ownership rights to which he is entitled in the new stock or item to the extent of the invoice return value of the reserved goods and shall keep them in safe custody for us free of charge. Our co-ownership rights shall be deemed to be reserved the prices at the time of return. Until such authorisation is revoked, the Customer may sell the goods within the meaning ambit of No.1. 3its normal business operations. Approval to sell the goods within the ambit of normal business operations shall lapse upon the cessation of payment by the Customer or any application to launch bankruptcy, composition or debt restructuring procedures in respect of the assets. Should this occur, the Customer shall be obliged to return the goods supplied (goods subject to retention of title) upon request by us. Revocation in accordance with the above or a request by us for the return of goods subject to retention of title shall not imply withdrawal from the contract. The buyer Customer hereby assigns to us its claims in relation to any onward sale of goods subject to retention of title. We shall refrain from enforcing the claims assigned for as long as the Customer complies with its payment obligations. However, the Customer is obliged to provide us upon request with the details of the third party debtor and to notify the third party debtor concerning the assignment. It is also obliged to record the assignment in its accounts. It shall be entitled to collect amounts due from third party debtors for as longs as it complies with its payment obligations, unless and until instructed otherwise by us. Goods subject to retention of title or assigned claims may not be pledged or subjected to a chattel mortgage. The retention of title shall also remain valid in the event that individual claims have been consolidated into a single debt item against which payments are offset, unless the balance has been settled. The Customer shall give notice concerning any cessation of payments by it without undue delay and at the same time send a list of goods subject to retention of title that are still available as well as a list of claims against third party debtors in respect of the onward sale of goods subject to retention of title. The Customer shall only sell be entitled to dispose of the goods subject to retention of title in the ordinary course event of business under his normal terms and conditions of business and as long as he is not in default, provided that the claims from the resale are transferred their onward sale subject to us in accordance with nos. 4 to 5. He is not entitled to dispose deferred payment of the reserved goods in any other way. 4. The buyer's claims arising from purchase price on condition that, at the resale of the reserved goods or for any other legal reason (such same time as the processing or installation of supplied building materials and other materials in a property) are already assigned to us nowonward sale, together with all securities which it informs the subsequent buyer acquires for the assigned claims. They serve as security to the same extent as the reserved goods. If the goods subject to retention of title are sold by the buyer together with other goods not sold by us, the claim from the resale shall be assigned to us in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods. In the event of the sale of goods in which we have co-ownership shares pursuant to No. 2, a part corresponding to our co-ownership share shall be assigned to us. 5. The buyer is entitled to collect claims from the resale. He is obliged to transfer the collected amounts to us in the amount of the invoice value of the reserved goods. Upon collection by the buyer, our claim shall become due immediately. This authorisation to collect shall expire in the event of our revocation. We shall only make use of our right of revocation if the buyer acts in breach of contract, in particular in the event of his default in payment or non-redemption of a bill of exchange, or if he disregards our security interest as seller in any other way. At our request, the buyer is obliged to inform his customers immediately of concerning the assignment to us as collateral and to provide us with records the information and documents necessary for collection. A further assignment of the claims from the resale by the buyer is not permitted, unless it is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately upon crediting of the factoring proceedsits own accounts. 6. The buyer must inform us immediately of any seizure or other impairment by third parties. The buyer shall bear all costs which have to be incurred in order to cancel the seizure and to recover the object of purchase, insofar as they cannot be recovered from third parties. 7. If the value of the existing securities exceeds the secured claims including ancillary claims (interest, costs, etc.) by more than 50% in total, we shall be obliged to release securities of our choice at the request of the buyer. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention of title and, if necessary, to enter the buyer's business or warehouse for this purpose. The same shall apply if, after conclusion of the contract, it becomes apparent that our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. Taking back the goods does not constitute a withdrawal from the contract. We may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffected. 9. This section VII shall not apply in the case of delivery against advance payment.

Retention of Title. 1. 10.1 All goods shall be delivered subject to retention of title and shall remain our property (reserved goods) until fulfilment full payment of all our claims resulting from the business relationship with the customer. The Purchaser agrees, at the Supplier's request, to have this retention of title entered in the land register prior to delivery. 10.2 The assertion of the claims to which retention of title shall only constitute a withdrawal from the contract if this is expressly declared by us. 10.3 If goods are taken back, we are entitled from to charge the respective delivery. This shall also apply to conditional claims arising in the future, e.g. from acceptor's bills of exchange, customer for any transportation and also if payments are made on specially designated claims, and also to claims which are established unilaterally by the insolvency administrator by way of choice of performancehandling costs incurred. 210.4 In the event of access by third parties to the reserved goods - in particular through seizure - the customer undertakes to draw attention to our ownership and to inform us immediately. 10.5 The customer shall bear the full risk for the reserved goods, in particular for the risk of destruction, loss or deterioration. Treatment and processing of the He shall store for us, under his responsibility, all goods subject to retention of title, the products developed using them or material assemblies. 10.6 The customer undertakes to store the goods separately. The retention of title shall be carried out extend to the recognized balance insofar as we book claims against the customer in a current account (current account reservation). 10.7 The customer shall only process the reserved goods on condition that no obligations arise for us as manufacturer within a result. 10.8 Irrespective of the meaning proportion of § 950 BGB (German Civil Code) without obligating us. The processed goods shall be deemed to be goods subject to retention the value of title within the meaning of No. 1. If the goods subject to retention of title are processed, combined or mixed with other goods by the buyerour goods, we shall be entitled have the right to cochoose in the cases of item 10.7. either to hand over the product manufactured in this way to the customer against payment of the entire outstanding balance or to take ownership of it without compensation. 10.9 Co-ownership of the new item on a pro rata basis in the ratio of the invoice value of the goods subject to retention of title shares accruing to the invoice value of the other goods used. If our ownership lapses as a result of customer from mixing or combining or mixing, the buyer shall already now transfer to us the ownership rights to which he is entitled in the new stock or item to the extent of the invoice value of the reserved goods and shall keep them with other items, in safe custody for us free of charge. Our co-ownership rights particular third parties, shall be deemed to be reserved goods within the meaning of No.1. 3. The buyer may only sell the goods subject to retention of title in the ordinary course of business under his normal terms and conditions of business and as long as he is not in default, provided that the claims from the resale are transferred to us in accordance with nos. 4 to 5. He is not entitled to dispose of the reserved goods in any other way. 4. The buyer's claims arising from the resale of the reserved goods or for any other legal reason (such as the processing or installation of supplied building materials and other materials in a property) are already assigned to us now, together with all securities which the buyer acquires for the assigned claims. They serve as security to the same extent as the reserved goods. If the goods subject to retention of title are sold by the buyer together with other goods not sold by us, the claim from the resale shall be assigned to us in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods. In the event of the sale of goods in which we have co-ownership shares pursuant to No. 2, a part corresponding to our co-ownership share shall be assigned to us. 5. The buyer is entitled to collect claims from the resale. He is obliged to transfer the collected amounts to us in the amount of the invoice value advance upon receipt of the reserved goods. Upon collection by the buyer, our claim shall become due immediately. This authorisation to collect shall expire in the event of our revocation. We shall only make use of our right of revocation if the buyer acts in breach of contract, in particular in the event of his default in payment or non-redemption of a bill of exchange, or if he disregards our security interest as seller in any other way. At our request, the buyer is obliged to inform his customers immediately of the assignment to us and to provide us with the information and documents necessary for collection. A further assignment of the claims from the resale by the buyer is not permitted, unless it is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately upon crediting of the factoring proceeds. 6. The buyer must inform us immediately of any seizure or other impairment by third parties. The buyer shall bear all costs which have to be incurred in order to cancel the seizure and to recover the object of purchase, insofar as they cannot be recovered from third parties. 7. If the value of the existing securities exceeds the secured claims including ancillary claims (interest, costs, etc.) by more than 50% in total, we shall be obliged to release securities of our choice at the request of the buyer. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention of title and, if necessary, to enter the buyer's business or warehouse for this purpose. The same shall apply if, after conclusion of the contract, it becomes apparent that our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. Taking back the goods does not constitute a withdrawal from the contract. We may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffected. 9. This section VII shall not apply in the case of delivery against advance payment.

Retention of Title. 1. All 1.All goods delivered supplied shall remain our property (reserved goods) until fulfilment of all amounts receivable under the claims to which we are entitled from the respective deliverybusiness relationship have been paid in full. This shall also apply to conditional claims arising in the future, e.g. from acceptor's bills of exchange, and also if payments are made on specially designated claims, and also to claims which are established unilaterally by the insolvency administrator by way of choice of performance. 2. Treatment and processing of the goods subject to 2.For as long as retention of title shall be carried out for us as manufacturer within prevail, the meaning of § 950 BGB (German Civil Code) without obligating us. The processed goods Ordering Party shall be obliged to insure the goods supplied against the risk of fire, theft and water damage and to furnish evidence of the existence of the pertinent insurance policy upon being requested to do so. 3.The Ordering Party shall only be at liberty to dispose of by way of sale, process or combine the reserved goods through normal business channels. In the event of disposal by way of sale, the Ordering Party shall undertake - doing so herewith to assign to us all entitlements accruing therefrom, said assignment being deemed to be of value equivalent to the amount receivable by us. We shall be entitled, and the Ordering Party shall, upon being requested to do so, be obliged to effect notification of such assignment. In the case of processing, combining or mixing the reserved goods subject to retention of title within the meaning of No. 1. If the goods subject to retention of title are processed, combined or mixed with other goods, our co- ownership of the item thereby created shall be equivalent to the ratio prevailing between the value of the reserved goods and that of the other goods employed in the process. In so far as the Law stipulates that the acquisition of fractional co-ownership is not possible, we shall be entitled in the event of default to dismantle all of the plant parts supplied by us and to re-possess same. Consensus has been established to the buyereffect that title thereby passes back to us. 0.Xx the event of default in payment, we shall be entitled to co-ownership take possession by way of security of reserved goods of value equivalent to the amount of arrears. With reservation as to the provisions of the new item on a pro rata basis in the ratio Law governing Repayment by Instalments (Abzahlungsgesetz), exercise of the invoice value of the goods subject to retention of title to the invoice value of the other goods used. If our ownership lapses as a result of combining or mixing, the buyer this entitlement shall already now transfer to us the ownership rights to which he is entitled in the new stock or item to the extent of the invoice value of the reserved goods and shall keep them in safe custody for us free of charge. Our co-ownership rights shall not be deemed to be constitute withdrawal from the Contract. 5.Where reserved goods within are confiscated or third parties assert a claim to said goods, the meaning Ordering Party shall undertake to notify us of No.1. 3same without delay and to draw attention to our entitlements. The buyer costs incurred of necessity through repulsion of such measures shall be borne by the Ordering Party. 1.Drawings, technical descriptions, operating instructions, quotations of cost and any other documentation are acknowledged by the Ordering Party as constituting our industrial secret, and they shall remain our property. They may only sell the goods subject not be copied, duplicated or be made available to retention of title in the ordinary course of business under his normal terms and conditions of business and as long as he is not in default, provided that the claims from the resale are transferred to us in accordance with nos. 4 to 5. He is not entitled to dispose of the reserved goods third parties in any other way. 4. The buyer's claims arising from the resale of the reserved goods or for any other legal reason (such as the processing or installation of supplied building materials form without our written consent having been requested and other materials secured in a property) are already assigned to us now, together with all securities which the buyer acquires for the assigned claims. They serve as security to advance; the same extent as shall apply in respect of their becoming the reserved goods. If the goods subject to retention matter of title are sold by the buyer together with other goods not sold by us, the claim from the resale shall be assigned to us in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods. In the event of the sale of goods in which we have co-ownership shares pursuant to No. 2, a part corresponding to our co-ownership share shall be assigned to us. 5. The buyer is entitled to collect claims from the resale. He is obliged to transfer the collected amounts to us in the amount of the invoice value of the reserved goods. Upon collection by the buyer, our claim shall become due immediately. This authorisation to collect shall expire in the event of our revocation. We shall only make use of our right of revocation if the buyer acts in breach of contract, in particular in the event of his default in payment or non-redemption of a bill of exchange, or if he disregards our security interest as seller in any other way. At our request, the buyer is obliged to inform his customers immediately of the assignment to us and to provide us with the information and documents necessary for collection. A further assignment of the claims from the resale by the buyer is not permitted, unless it is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately upon crediting of the factoring proceeds. 6. The buyer must inform us immediately of any seizure or other impairment by enquiries directed at third parties. The buyer It shall bear all costs which have be acknowledged herewith that it is in admissible to be incurred in order to cancel copy products on the seizure and to recover the object basis of purchase, insofar as they cannot be recovered from third parties. 7our design-related or any other documentation. If the value 2.Responsibility for breach of the existing securities exceeds the secured claims including ancillary claims (interest, costs, etc.) by more than 50% in total, we protective rights of third parties shall be obliged to release securities of our choice at the request of the buyer. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention of title and, if necessary, to enter the buyer's business or warehouse for this purpose. The same shall apply if, after conclusion of the contract, it becomes apparent that our claim for payment under this or other contracts with the buyer is jeopardised borne by the buyer's lack of ability to pay. Taking back party that proposes the goods does not constitute a withdrawal from technical design in question or that makes available the contract. We may also prohibit the resalepertinent descriptions, further processing drawings and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffectedany other documentation. 9. This section VII shall not apply in the case of delivery against advance payment.

Retention of Title. 1. All We retain title to all delivered goods delivered shall remain our property (reserved goodsgoods subject to retention of title) until fulfilment final payment of all claims that have arisen or will arise on the basis of the claims to which we are entitled from the respective deliverybusiness relationship. This shall also apply to conditional claims arising in the future, e.g. from acceptor's bills of exchange, and also if payments are made on specially designated claims, and also to claims which are established unilaterally by the insolvency administrator by way of choice of performance. 2. Treatment and processing of the The goods subject to retention of title shall may not be carried out for us pledged to any third party nor may they be assigned as manufacturer within collateral prior to full payment of the meaning of § 950 BGB (German Civil Code) without obligating ussecured obligation. The processed goods shall be deemed Purchaser must immediately inform us in writing if and to be goods subject to retention of title within the meaning of No. 1. If the goods subject to retention of title are processed, combined or mixed with other goods by the buyer, we shall be entitled to coextent any third-ownership of the new item on a pro rata basis in the ratio of the invoice value party seizure of the goods subject to retention of title to the invoice value of the other goods used. If our ownership lapses as a result of combining or mixing, the buyer shall already now transfer belonging to us the ownership rights to which he is entitled in the new stock or item to the extent of the invoice value of the reserved goods and shall keep them in safe custody for us free of charge. Our co-ownership rights shall be deemed to be reserved goods within the meaning of No.1. 3occurs. The buyer Purchaser may only sell dispose of the goods subject to retention of title in the ordinary course of business under business, unless he or she is in default of payment or ceases payment. Should the Purchaser dispose of the goods, he or she hereby assigns to us the rights available to him or her against his normal terms or her Purchaser, including all ancillary rights and conditions security interests arising from such disposal, in redemption of business and as long as he is all of our claims. The rights assigned to us may not in default, provided be assigned to any third party prior to full payment of our claims. We may demand that the Purchaser notify us of such assignment to his or her customer and give us all information and documentation required for collection. If the Purchaser’s claims from the resale are transferred to us in accordance with nos. 4 to 5. He is not entitled to dispose further disposal of the reserved goods in any other way. 4. The buyer's claims arising from the resale of the reserved goods or for any other legal reason (such as the processing or installation of supplied building materials and other materials in a property) are already assigned to us now, together with all securities which the buyer acquires for the assigned claims. They serve as security to the same extent as the reserved goods. If the our goods subject to retention of title are sold by included in a current account, he or she hereby assigns to us his or her payment demand in the buyer together with other goods not sold by amount of the respective and acknowledged account balance, and in particular in the amount of our claims against the Purchaser. The Purchaser may collect the claims assigned to us, unless he or she is in default of payment or has ceased payment. If the claim value of the collateral granted to us exceeds our claims against the Purchaser by more than 10%, we are entitled to release it to that extent upon the Purchaser’s request. Upon the Purchaser’s default in payment we are entitled to withdraw from the resale shall be assigned to us in the ratio of the invoice value Contract and demand return of the goods subject to retention of title to the invoice value of the other goods. In the event of the sale of goods in which we have co-ownership shares pursuant to No. 2, a part corresponding to our co-ownership share shall be assigned to us. 5. The buyer is entitled to collect claims from the resale. He is obliged to transfer the collected amounts to us in the amount of the invoice value of the reserved goods. Upon collection by the buyer, our claim shall become due immediately. This authorisation to collect shall expire in the event of our revocationalready delivered. We shall only make use of our reserve the right of revocation if the buyer acts in breach of contract, in particular in the event of his default in payment or non-redemption of a bill of exchange, or if he disregards our security interest as seller in any other way. At our request, the buyer is obliged to inform his customers immediately of the assignment to us and to provide us with the information and documents necessary assert additional claims for collection. A further assignment of the claims from the resale by the buyer is not permitted, unless it is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately upon crediting of the factoring proceedscompensatory damages. 6. The buyer must inform us immediately of any seizure or other impairment by third parties. The buyer shall bear all costs which have to be incurred in order to cancel the seizure and to recover the object of purchase, insofar as they cannot be recovered from third parties. 7. If the value of the existing securities exceeds the secured claims including ancillary claims (interest, costs, etc.) by more than 50% in total, we shall be obliged to release securities of our choice at the request of the buyer. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention of title and, if necessary, to enter the buyer's business or warehouse for this purpose. The same shall apply if, after conclusion of the contract, it becomes apparent that our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. Taking back the goods does not constitute a withdrawal from the contract. We may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffected. 9. This section VII shall not apply in the case of delivery against advance payment.

Retention of Title. 18.1. All goods delivered The merchandise shall remain our property (reserved goods) until fulfilment full payment of the claims all claims, to which we are entitled from against the respective deliverybuyer, including balance claims. This shall also apply to conditional claims arising in the future, e.g. from acceptor's bills of exchange, and also if payments are made on specially designated claims, and also to claims which are established unilaterally by the insolvency administrator by way of choice of performance. 2. Treatment Working and processing of the goods subject to retention of title shall be are only carried out for us as manufacturer within under the meaning exclusion of § 950 BGB (German Civil Code) the acquisition of property of the fabricator and processor, but without obligating obligation to us. The If the item is processed goods shall be deemed with other items not belonging to be goods us, we acquire the co-ownership in the new item in proportion to the value of the item purchased to the value of the new item. If we acquire ownership or a co-ownership of the new item, we assign our ownership or our co-ownership of the new product to the buyer subject to retention the suspensive condition of title within the meaning of No. 1full purchase price payment. 8.2. If the goods subject to retention of title are processed, combined or inseparably mixed with other goods by the buyernot belonging to us, we shall be entitled to acquire the co-ownership of the new item on a pro rata basis in the ratio proportion of the invoice value of the goods subject to retention of title to the invoice value other mixed good at the time of the other goods usedmixture under the resolutive condition of a complete purchase price payment. If our ownership lapses as the mixing takes place in such a result way that the item of combining or mixing, the buyer is to be regarded as the main item, it shall already now transfer to us be deemed agreed that the ownership rights to which he is entitled in the new stock or item to the extent of the invoice value of the reserved goods and shall keep them in safe custody for us free of charge. Our buyer assigns proportional co-ownership rights shall be deemed to be reserved goods within us under the meaning resolutive condition of No.1. 3a complete purchase price payment. The buyer may only shall safely store the resulting sole property or co-property for us. 8.3. The buyer is authorized to sell the goods subject to retention of title ownership in the ordinary course of business under business. This authorization expires if the buyer is in delay or if he agrees with his normal terms customers that the claim is not assignable. 8.4. In the event that the buyer sells the goods, he hereby automatically assigns all resulting claims against his customer in full to us, even if they include renumeration for work, with all supplementary rights, especially securities, but not more than 110 % of the outstanding claims. We accept this assignment. The first sentence is also valid in the case that the buyer processes, mixes or mingles the goods with other goods that were delivered by us. Upon request, the buyer is obliged to disclose the assignment and conditions of business provide the necessary information and documents. If the buyer agreed a current account relationship with his contractual parties, the pre-assignment also extends to the balance claim arising from this current account relationship. 8.5. The buyer has the revocable right to collect the claims assigned to us himself as long as he is not in default, provided that the claims from the resale are transferred to us in accordance with nos. 4 to 5. He is not entitled to dispose of the reserved goods in any other waydelay. 4. The buyer's claims arising from the resale of the reserved goods or for any other legal reason (such as the processing or installation of supplied building materials and other materials in a property) are already assigned to us now, together with all securities which the buyer acquires for the assigned claims. They serve as security to the same extent as the reserved goods8.6. If the goods subject to retention of title are sold by the buyer together with other goods not sold by us, the claim from the resale shall be assigned to us in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods. In the event of the sale of goods in which we have co-ownership shares pursuant to No. 2, a part corresponding to our co-ownership share shall be assigned to us. 5. The buyer is entitled to collect claims from the resale. He is obliged to transfer the collected amounts to us in the amount of the invoice value of the reserved goods. Upon collection by the buyer, our claim shall become due immediately. This authorisation to collect shall expire in the event of our revocation. We shall only make use of our right the retention of revocation if the buyer acts in breach of contract, in particular in the event of his default in payment or non-redemption of a bill of exchange, or if he disregards our security interest as seller in any other way. At our requesttitle, the buyer is obliged to return the goods at his own expense and loses his right to ownership. He is liable for the reduced value and the redemption cost as well as for the loss of profit. He shall immediately inform his customers immediately us if a third party violates our rights. 8.7. At request of the assignment buyer, we undertake to release the securities due to us and to provide us with the information and documents necessary for collection. A further assignment of the claims from the resale by the buyer is not permitted, unless it is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately upon crediting of the factoring proceeds. 6. The buyer must inform us immediately of any seizure or other impairment by third parties. The buyer shall bear all costs which have to be incurred in order to cancel the seizure and to recover the object of purchase, insofar as they cannot be recovered from third parties. 7. If extent that the value of the existing securities exceeds the claims to be secured claims including ancillary claims (interest, costs, etc.) by more than 50% in total, we shall be obliged to release securities of our choice at the request 10 %. The selection of the buyersecurities to be released is our responsibility. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention of title and, if necessary, to enter the buyer's business or warehouse for this purpose. The same shall apply if, after conclusion of the contract, it becomes apparent that our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. Taking back the goods does not constitute a withdrawal from the contract. We may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffected. 9. This section VII shall not apply in the case of delivery against advance payment.

Retention of Title. 1Until all claims which we have against the Buyer on any legal grounds have been settled, we shall be granted the following securities which we shall surrender only upon the request of the Buyer at his choice and to the extent that their value shall over a sustained period of time exceed by more than 20 per cent existing and ascertainable future claims. All The goods delivered supplied shall remain our property (reserved goods) until fulfilment of the claims to which we are entitled from the respective delivery. This property; processing and remodeling shall also apply to conditional claims arising in the future, e.g. from acceptor's bills of exchange, always and also if payments are made on specially designated claims, and also to claims which are established unilaterally by the insolvency administrator by way of choice of performance. 2. Treatment and processing of the goods subject to retention of title shall only be carried out for us as manufacturer within the meaning manufacturers; however, without any obligation on our part. Should our proprietary rights cease by virtue of § 950 BGB (German Civil Code) without obligating amalgamation, it shall be agreed upon already now that the property of the Buyer in the unitary object shall be assigned to us pro rata of the invoice value. The Buyer shall store our property free of charge. Goods in which we have full or a share of proprietary rights shall be goods under Retention of Title. The Buyer shall be entitled to process and to sell such merchandise being under Retention of Title in the scope of the proper conduct of his business as long as he shall not be in arrears towards us. The processed goods Seizure or assignment as security shall be deemed impermissible. The Buyer shall now assign as security to be goods subject to retention full extent all claims arising from the resale of title within the meaning of No. 1. If or from any other legal grounds in connection with the goods subject under Retention of Title. He shall authorize us to retention collect the claims assigned to us in the name of title ourselves for our own account. Upon our request, he shall disclose the assignment and provide us with the required information and documentation. Should third parties gain access to goods under Retention of Title, the Buyer shall point out our proprietary rights and inform us instantly without undue delay. The Buyer shall undertake to likewise reserve the proprietary rights by plain and extended Retention of Title in the property whenever the goods are processedpassed on in a processed or unprocessed state. Should the Buyer be in violation of the agreement, combined or mixed with other goods by the buyerin particular should payment be delayed, we shall be entitled to co-ownership of the new item on a pro rata basis in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used. If our ownership lapses as a result of combining or mixing, the buyer shall already now transfer to us the ownership rights to which he is entitled in the new stock or item to the extent of the invoice value of the reserved goods and shall keep them in safe custody for us free of charge. Our co-ownership rights shall be deemed to be reserved goods within the meaning of No.1. 3. The buyer may only sell the goods subject to retention of title in the ordinary course of business under his normal terms and conditions of business and as long as he is not in default, provided that the claims from the resale are transferred to us in accordance with nos. 4 to 5. He is not entitled to dispose of the reserved goods in any other way. 4. The buyer's claims arising from the resale of the reserved goods or for any other legal reason (such as the processing or installation of supplied building materials and other materials in a property) are already assigned to us now, together with all securities which the buyer acquires for the assigned claims. They serve as security to the same extent as the reserved goods. If the goods subject to retention of title are sold by the buyer together with other goods not sold by us, the claim from the resale shall be assigned to us in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods. In the event of the sale of goods in which we have co-ownership shares pursuant to No. 2, a part corresponding to our co-ownership share shall be assigned to us. 5. The buyer is entitled to collect claims from the resale. He is obliged to transfer the collected amounts to us in the amount of the invoice value of the reserved goods. Upon collection by the buyer, our claim shall become due immediately. This authorisation to collect shall expire in the event of our revocation. We shall only make use of our right of revocation if the buyer acts in breach of contract, in particular in the event of his default in payment or non-redemption of a bill of exchange, or if he disregards our security interest as seller in any other way. At our request, the buyer is obliged to inform his customers immediately of the assignment to us and to provide us with the information and documents necessary for collection. A further assignment of the claims from the resale by the buyer is not permitted, unless it is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately upon crediting of the factoring proceeds. 6. The buyer must inform us immediately of any seizure or other impairment by third parties. The buyer shall bear all costs which have to be incurred in order to cancel the seizure and to recover the object of purchase, insofar as they cannot be recovered from third parties. 7. If the value of the existing securities exceeds the secured claims including ancillary claims (interest, costs, etc.) by more than 50% in total, we shall be obliged to release securities of our choice at the request of the buyer. 8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention being under Retention of title and, if necessary, to enter Title at the buyer's business or warehouse for this purpose. The same shall apply if, after conclusion expense of the contract, it becomes apparent that our Buyer or to demand the transfer of the claim for payment against third parties to return the goods. Our taking back or seizure of goods being under this or other contracts with the buyer is jeopardised by the buyer's lack Retention of ability to pay. Taking back the goods does Title shall not constitute be deemed as a withdrawal from the contract. We may also prohibit the resale, further processing and removal of the reserved goods. The provisions of the Insolvency Code shall remain unaffectedagreement by unless we state this expressly. 9. This section VII shall not apply in the case of delivery against advance payment.