Common use of RETENTION OF TITLE Clause in Contracts

RETENTION OF TITLE. The Seller shall retain title to the goods delivered and ownership of the goods sold shall remain the property of the Seller until payment in full of the principal and accessories has been made. Presentation of documents creating an obligation to pay (such as promissory note or cheques), draft or other, shall not constitute payment. In order to facilitate the identification of goods, the Buyer shall not remove distinctive marks from the goods before their use. If identification of the said goods proves impossible, all goods answering to the same specifications as those of the Seller and not themselves identified shall be deemed to be goods of the Seller, up to the amount of the debt owed to the Seller. If the goods have been resold, the Seller shall have a direct claim on the proceeds of sale in the hands of all holders. These latter shall be liable to pay to the Seller all sums which they may owe to the original Buyer on account of the sale of the said goods. The Seller shall be authorized to enter, accompanied by any court representative if mandatory under the applicable law, the Buyer's premises during working hours in order to proceed with an examination of stocked goods. Payments effected by the Buyer shall be deducted, as agreed, from invoices issued by the Seller for goods which have been already utilized. All risks related to sold goods (loss, deterioration, damage) including those resulting from conditions of force majeure are passed on to the Buyer on their delivery to the transporter according to the above-mentioned stipulations. The application of this clause shall in no way exclude a possible action by the Seller for damages with a view to compensate for loss of earnings or for damage, nor the right for the Seller to terminate ipso jure all orders and/or rescind a sale contract as per article 8 hereafter.

RETENTION OF TITLE. The Seller shall retain seller reserves title to the goods delivered and ownership of the goods sold shall remain the property of the Seller until payment in full of the principal price and accessories has been madeof all incidentals. Presentation The risk in the goods shall however pass to the buyer upon delivery, as defined in Article 5 above. Consequently, in a case of documents creating an obligation to pay (such as promissory note late or cheques)non-payment, draft whether in whole or other, shall not constitute payment. In order to facilitate the identification of goodsin part, the Buyer shall not remove distinctive marks from seller reserves the right to require, on first demand and without prior formal notice, the delivered goods before their useto be returned to it, wherever they are located. If identification Goods stored at the premises of the said goods proves impossiblebuyer (in warehouses, all goods answering to the same specifications as those of the Seller and not themselves identified shall depots, etc.) will be deemed to be the subject of the unpaid invoices. The buyer shall therefore not grant any rights to third parties that might limit the exercise of the provisions of this condition. All costs of returning the goods to the seller's premises will be borne by the buyer. If the buyer becomes insolvent he must (1) notify the seller within 24 hours and (II) immediately cease selling any goods which are not yet his property. The buyer must also comply with his obligations as guardian. The buyer shall therefore be required to pay the price of the goods if they disappear, whether accidentally or otherwise. The buyer undertakes not to remove packaging or labels from goods stored in his inventory and which are unpaid. The above provisions shall apply without prejudice to any claim for damages for total or partial failure to pay the price of the goods. ART 8. Non-Payment a/ Non-payment of any invoice shall be considered a fundamental breach by the buyer entitling the seller to suspend any further delivery or to consider the contract terminated immediately by reason of the buyer's default without prejudice to any claim for damages. Similarly, where payment is agreed to be deferred and the buyer does not pay punctually or makes a complaint for a batch already delivered, the seller may revoke such payment term and require advance payment for the subsequent deliveries or contracts. Should the buyer not meet such demand, the seller shall be entitled to terminate the contract by reason of the buyer's default without prejudice to any claim for damages. Under the European Directive No. 2000/35/EC of June 29, 2000, penalties for delay are due automatically without formal notice and without prejudice to any damages from the day following the payment date indicated on the invoice should any sums be paid after such payment date. The interest rate will be equal to the rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points. The seller shall issue invoices relating to these penalties on a six-month basis. b/ ln the event the financial standing of the buyer constitutes a justifiable cause for concern, the seller reserves the right to request payment in cash or prior to delivery in respect of current orders c/ Where goods in any order or by agreement are delivered in installments, the invoices relating to each delivery shall be payable by their respective due dates, and shall not be postponed until all the goods of the Seller, up to the amount order of the debt owed to the Seller. If the goods contract have been resold, the Seller shall have a direct claim on the proceeds of sale in the hands of all holdersdelivered. These latter shall be liable to pay to the Seller all sums which they may owe to the original Buyer on account of the sale of the said goods. The Seller shall be authorized to enter, accompanied by any court representative if mandatory under the applicable law, the Buyer's premises during working hours in order to proceed with an examination of stocked goods. Payments effected by the Buyer shall be deducted, as agreed, from invoices issued by the Seller for goods which have been already utilized. All risks related to sold goods (loss, deterioration, damage) including those resulting from conditions of force majeure are passed on to the Buyer on their delivery to the transporter according to the above-mentioned stipulations. The application of this clause shall in no way exclude a possible action by the Seller for damages with a view to compensate for loss of earnings or for damage, nor the right for the Seller to terminate ipso jure all orders and/or rescind a sale contract as per article 8 hereafter.ART