Reservation of Title. 10.1 We reserve title and the right of disposal to the delivery items until the Customer has paid in full all of our current and future claims arising from the supply agreement and an active business relationship (secured claims). This includes checks and bills receivables, as well as receivables from current accounts or checking accounts. If in connection with a payment, a liability arising from a bill of exchange is created for us, this reservation of title remains effective until any recourse against us based on such bill of exchange is excluded. Before the aforementioned receivables of us are paid in full, the Customer may use delivered products within the ordinary course of business, unless a prohibition of assignment was or is agreed with the respective third parties for the claims the Customer assigned to us in advance according to Item 10.4. before the aforementioned receivables of us are paid in full, the Customer is also prohibited to pledge or transfer by way of security any delivered products and the Customer’s resellers may only resell delivered products within the ordinary course of business with the provision that the reseller receives payment from its customers and transfers such payments to us without undue delay. The Customer will bear any costs or expenses for interventions.
10.2 In the event of attachments, seizures or other official orders, as well as encroachments of third parties against our property, the Customer is obligated to promptly notify us.
10.3 In the event the Customer is in breach of contract, in particular in the case of payment in arrears, we are entitled to retake possession of the delivery item after reminding the Customer and the Customer is obligated to return the delivery item.
10.4 If we enforce our right to the retention of title or levies attachment against the delivery item, such measure does not represent withdrawal from the agreement, unless the provisions of the German Installment Sales Act [Abzahlungsgesetz] apply.
10.5 The Customer, hereby, assigns all of its claims in the amount of the proportionate amount of the our invoice, including VAT and all ancillary rights, that the Customer may have against its customers or third parties from such resale. The above provision also applies, if the Customer transfers its purchase price claim from the resale into a checking account agreed between the Customer and its customer or a third party. We, hereby, accept this assignment.
10.6 If the delivery item is installed...
Reservation of Title. (1) The sale shall be considered as executed using reservation of title whenever the total amount payable is not paid on delivery in an irrevocable manner. The said reservation shall be valid for as long as the full amount is still outstanding, and upon the request of the Seller, the Purchaser commits to allow access of the Seller to its facilities, during normal working hours, to retrieve the goods or supplies.
(2) In case the material or supply subject to reservation of title is at the premises or facilities of third parties, or even incorporated to other products, sets, machines, equipment or installations also property of third parties, upon the request of the Seller, the Purchaser shall be obliged to perform all the necessary actions that allow the Seller to take control of the goods or supplies as soon as possible. All costs resulting from the above-mentioned operations, including expenses derived from dismantling, packaging and transportation of the materials or supplies, shall be borne by the Purchaser. The Purchaser must maintain and take care of the materials or supplies with due diligence, avoiding any loss or damage, being liable for the maintenance costs and any other resulting from damages caused to the Seller.
(3) Upon the request of the Seller, the Purchaser commits to recognise the reservation of title in a Public Deed and to register it into the corresponding Register.
(4) If the Purchaser was declared bankrupt or similar, it shall abstain from including the goods or supplies subject to title of reservation of title into its assets and shall inform the Seller immediately.
(5) The Purchaser shall abstain from performing any assignment, alienation or levy action for any title over the goods or supplies as long as there is any pending payment for any amount agreed. In case the Purchaser sold the products, goods or supplies, the Seller would be able to claim payment to the new Purchaser, even in case the latter had included them in other machines, sets, products, equipment or installations.
Reservation of Title. Siemens shall retain title to all of its deliverables until such time as it has received the agreed payments in full. Upon ac- ceptance of the deliverable, the Purchaser authorises Siemens to register its reservation of title. For the period of reservation of title, the Purchaser shall maintain the delivered items at its own expense and insure them on behalf of Siemens against theft, breakage, fire, water damage, and other risks.
Reservation of Title. Title to any Products sold under any contract shall not pass to the Buyer until the Seller has received payment in full of all sums invoiced together with any interests accrued thereon and other charges. In the meantime, the Seller shall remain the full legal and beneficial owner of the Products and the Buyer shall hold any proceeds of sale of the Products as trustee or as bailee for the Seller free from any charge, lien or other incumbrance. The Buyer agrees that it will assign to the Seller upon the Seller’s request all of its rights under a contract of sale against any subsequent purchaser of the Products or any of them or of the equipment in which the Products have been incorporated. Until such time as title to the Products passes to the Buyer or until such time as the Products are sold, the Buyer shall keep the Products fully insured with a reputable insurer and shall store them in such a way as they can be readily identified as being the Seller’s property. The Seller has the right to recover possession of all or any of the Products or to seize any of the Products at any time and is entitled to enter upon any of the premises of the Buyer for the purpose of doing so. If the Buyer (i) fails to effect payment of the full price, or part of it, (ii) makes an assignment for the benefit of creditors, (iii) is adjudicated bankrupt or insolvent, (iv) has any proceedings commenced against it for reorganization, readjustment of debt, dissolution or liquidation, or (v) has its business wound up, the Seller shall be entitled to claim back as its property any Products delivered but not yet paid for or not paid for in full, without prejudice to its rights to demand compensation for any losses or damage resulting thereof.
Reservation of Title. The products which IMCD supplies to the Purchaser shall remain the property of IMCD until the Purchaser has paid all amounts, including interest and costs, it owes to IMCD under or in connection with the Agreement. Before payment has been made in full, the Purchaser shall not have the right to fully or partially pledge the products to third parties. Purchaser shall further not have the right to transfer ownership of the products, other than in accordance with its normal activities or the normal use of the products.
Reservation of Title. The transfer of ownership of the delivered products is suspended until full payment of the price of these by the professional purchaser, in principal and accessories, even in case of granting of payment deadlines. Any clause to the contrary, in particular inserted in the general conditions of purchase, is deemed unwritten. By express agreement, the company LABORATOIRES XXXXXXX will be able to enforce its rights under this retention of title clause in its own name and on its own behalf and/or in the name and on behalf of its suppliers, for any of its outstanding debts that remain partially or totally unpaid, on all of its products and/or the products of its suppliers still in the possession of the professional purchaser, these are conventionally presumed to be those unpaid, and the company LABORATOIRES XXXXXXX may, by right and without formality, take them back or claim them as compensation for all its unpaid invoices, at the expense, risk and peril of the professional purchaser and without prejudice to its right to terminate the sales in progress. Any deposit paid by the professional purchaser will remain acquired to the company LABORATOIRES XXXXXXX as a lump sum compensation, without prejudice to all other actions that it would be entitled to take against the professional purchaser. However, the risk of loss or deterioration shall pass to the professional purchaser upon delivery of the ordered products. During the period of retention of title, the professional purchaser must insure the unpaid goods against any damage suffered or caused by them, until full transfer of ownership, the insurance policies must mention the ownership of the company LABORATOIRES XXXXXXX or suppliers of the latter. The professional purchaser is obliged to justify it to the company LABORATOIRES XXXXXXX at the time of the delivery. Failing this, the company LABORATOIRES XXXXXXX would be entitled to delay the delivery until presentation of this proof. The professional purchaser may only resell the unpaid products in the normal course of business. It may in no case pledge, grant a security interest, pledge or transfer the ownership of its unpaid stocks as a guarantee. The professional purchaser must immediately notify the company LABORATOIRES XXXXXXX in case of seizure or any other intervention of a third party or of transfer or pledge of its business. If the professional purchaser resells the products before full payment, it will be deemed to have resold on behalf of the company LABO...
Reservation of Title. The product shall remain the property of the Contractor until it has been fully paid for.
Reservation of Title. BHJ reserves title to the goods until the entire purchase price and any costs relating to the delivery, dispatch and insurance of the goods have been paid by the purchaser or security for the purchase price has been provided as agreed. Until this has happened, the purchaser shall not be entitled to resell the goods or otherwise dispose of the goods in any way violating BHJ's reservation of title.
Reservation of Title. 13.1 The products which IMCD supplies to the Purchaser will remain the property of IMCD until the Purchaser has paid all amounts, including interest and costs, it owes to IMCD under or in connection with the Agreement.
13.2 Before payment has been made in full, the Purchaser shall not have the right to fully or partially pledge the products to third parties. Purchaser shall further not have the right to transfer ownership of the products, other than in accordance with its normal activities or the normal use of the products.
13.3 The Purchaser shall keep the products delivered subject to a reservation of title with due care and as the recognisable property of IMCD and shall insure these products against damage and theft.
13.4 If one of the situations described in Article 12.1 arises, IMCD shall have the right to take back itself, or have someone else take back, the products which are its property, at the Purchaser’s expense, from the place where they are located. The Purchaser will cooperate fully and hereby authorises IMCD irrevocably, if that situation arises, to enter, or have someone enter, the premises in use by or for the Purchaser.
13.5 The Purchaser shall not be permitted to rely upon a right of retention with regard to the costs incurred in connection with the safekeeping pursuant to Article 13.3, or to offset those costs against its performance.
13.6 If the Purchaser forms a new product from, or partly from, the products delivered to it by IMCD, IMCD shall have co-ownership title and rights on the new product in proportion of the value of the products processed or mixed in relation to the new product. Furthermore, the Purchaser shall keep (part of) the product for IMCD, and IMCD shall always remain the owner equal to its share of co-ownership until all the obligations referred to Article 13.1 have been fulfilled.
Reservation of Title. 12.1. The goods/services (products) supplied, installed or otherwise delivered by us remain our property until such time as payment is received in full. Furthermore, we retain title to the goods until all receivables due from the business relationship with the customer are settled in full. If the value of the goods to which title is reserved exceeds the receivables to be secured from the business relationship by more than 20 %, we shall release a corresponding portion of the security interest at the request of the customer.
12.2. The customer shall treat the goods with care for the duration of the period during which title is retained. Insofar as maintenance and/or inspection works are required, the customer shall have such works carried out on a regular basis at its own expense. The customer shall inform us immediately in writing of any seizure of the goods by third parties, in particular of any enforcement measures taken, as well as of any damage to or the destruction of the goods. In such cases, the customer shall also make the third party aware of our ownership rights. The customer shall notify us immediately of a change in ownership of the goods, as well as any change in its own address. The customer shall compensate us for all loss, damage and costs resulting from a violation of these obligations and from intervention measures that prove necessary to protect against seizure of the goods by third parties.
12.3. If the customer is a reseller, it is entitled to continue to resell the goods in the ordinary course of business. It assigns to us in advance all existing receivables equivalent to the invoice amount which are due to it from third parties as a result of the sale. The customer shall make a corresponding statement of assignment in its books or on its commercial invoices. We accept this assignment. Following assignment, the customer is empowered to collect the receivables so long as it meets all of its payment obligations toward us and/or until such time as this is revoked by us. We reserve the right to collect receivables ourselves as soon as the customer fails to meet its payment obligations properly and defaults on payment. Moreover, reselling is only permitted if we have been notified in advance in a timely manner and have been provided with the name and address of the buyer, and on condition that we have given our express written consent to the sale. In the event we have given consent, sentences 2 to 6 above in this section 12.3 will apply mu...
