Common use of RETENTION OF TITLE Clause in Contracts

RETENTION OF TITLE. The seller shall retain the ownership of the delivered goods until the buyer has paid the price in full. This right shall be transferred to all goods delivered by the seller and held in stock by the buyer. The buyer shall be obligated to keep the goods in perfect condition and to insure them for the owner against the usual risks, including loss, destruction, or theft; the indemnity shall be delegated to the seller in the event of loss or damage. The seller must be notified immediately of any loss or damage. The buyer is obligated to inform the seller without delay in the event of receivership or liquidation, and in the event of attachment or any other measures taken by third parties, and to indicate to the seller the exact location of goods that have been delivered but not yet paid for. It shall refrain from constituting any security on goods that are delivered and unpaid, and in general from carrying out any operation that may prejudice the seller's right of ownership. In the event of the resale of the delivered goods, whether or not the buyer is authorised to do so, the latter hereby declares that it shall transfer to the seller the claim arising from the sale to a sub-buyer and shall authorise the seller to collect the price due from the sub-buyer to the extent of its claim towards the buyer. The buyer undertakes to inform the seller without delay of the exact and complete identity of the sub-buyer, which it shall inform of the seller's retention of ownership at the latest at the time of the conclusion of the contract. Any violation by the buyer of the obligations stipulated in this clause or in these general conditions of sale shall be sanctioned by the automatic forfeiture of the term. The seller's claim to the goods whose ownership is reserved by it shall be made by means of a registered letter with an acknowledgement of receipt addressed to the buyer, enjoining it to give the seller possession. If the buyer does not comply with this injunction, the seller may refer the matter to the summary jurisdiction of its registered office in order to have restitution ordered under penalty. A claim to the goods that are subject to the retention of ownership shall not constitute a rescission or cancellation of the contract of sale. The seller may make a claim in the event of the buyer's failure to comply with any of its obligations, in particular in the event of non-acceptance of a bill of exchange, and in the event that the seller has legitimate reasons to believe that the buyer will not be able to meet the agreed deadlines. All costs resulting from a claim over the goods or their price shall be borne exclusively by the buyer.

RETENTION OF TITLE. The seller In accordance with the provisions of Articles 2367 and following of the French Civil Code, the Supplier shall retain the full ownership of the Product until actual payment of the full price to the Supplier. The delivery of drafts or securities creating an obligation to pay shall not constitute payment under this clause. From the date of availability of the Product delivered goods until Ex- Works, the buyer has paid Customer assumes the price liability for any damage that this Product may suffer or cause for any reason whatsoever. Until full payment, the delivered Products will be consigned in fullstorage, the Customer agrees to store the Products in good conditions of conservation and in such a way that they cannot be confused with other Products and to preserve the identification marking as the property of the Supplier intact. This If any of the Customer’s payment is overdue the Supplier reserves the right to request for the return of all the Products delivered at the Customer’s expense, risk and peril, without prejudice to any other right in particular his right to cancel ongoing sales. He may be compelled to do so by a simple summary order. Products shall be transferred returned to all goods delivered the Supplier’s premises as soon as they are reclaimed by registered letter with acknowledgement of receipt, at the seller Customer’s expense, risk and held in stock by the buyerperils. The buyer shall be obligated Supplier is authorized to keep the goods in perfect condition and to insure them for the owner against the usual risks, including loss, destruction, or theft; the indemnity shall be delegated to the seller in the event draw up a unilateral inventory of loss or damage. The seller must be notified immediately of any loss or damage. The buyer is obligated to inform the seller without delay in the event of receivership or liquidation, and in the event of attachment or any other measures taken by third parties, and to indicate to the seller the exact location of goods Products that have not been delivered but not yet paid for. It The Customer shall refrain bear all costs and fees incurred in connection with the reclaiming, inventorying and return of the Products. The Customer is liable for a depreciation allowance set at 15% excluding tax of the value of Products not paid for per month or part months of custody of the Products, from constituting any security on goods that their delivery until their return. Nevertheless, the Customer shall be entitled to resell and process the Product under the following conditions: - The Customer may resell the supplied Products within the scope of his usual business practice but may not pledge them or transfer the ownership as a guarantee. These Products are delivered and unpaidnon-seizable; - The Customer may also process the supplied Products within the scope of his usual business practice. In case of processing, and in general the Supplier acquires ownership of the Products resulting from carrying out any operation that may prejudice the seller's right processing for the purpose of ownershipensuring the Supplier’s rights. In the event of seizure or other intervention by a third party, the Customer shall notify the Supplier immediately; - The resale and processing authorization will automatically and immediately be withdrawn in case of the delivered goodsCustomer's insolvency or default of payment. In case of sale and/or delivery of the Product, whether either without or not the buyer is authorised to do sofollowing processing or combination, the latter hereby declares that it Customer shall transfer to the seller the claim arising from the sale to a sub-buyer and shall authorise the seller to collect the price due from the sub-buyer to the extent of its claim towards the buyer. The buyer undertakes be required to inform the seller without delay Purchaser of the exact and complete identity Products of the sub-buyer, which it shall inform existence of the seller's retention of ownership at the latest at the time of the conclusion of the contract. Any violation by the buyer of the obligations stipulated in this clause or in these general conditions of sale shall be sanctioned by the automatic forfeiture of the term. The seller's claim to the goods whose ownership is reserved by it shall be made by means of a registered letter with an acknowledgement of receipt addressed to the buyer, enjoining it to give the seller possession. If the buyer does not comply with this injunction, the seller may refer the matter to the summary jurisdiction of its registered office in order to have restitution ordered under penalty. A claim to the goods that are subject to the retention of ownership shall not constitute a rescission or cancellation of title clause and provide the contract of sale. The seller may make a claim in the event of the buyer's failure to comply Supplier with any of its obligations, in particular in details and documents necessary for the event of non-acceptance of a bill of exchange, and in the event that the seller has legitimate reasons assigned debts to believe that the buyer will not be able to meet the agreed deadlines. All costs resulting from a claim over the goods or their price shall be borne exclusively by the buyercollected.

RETENTION OF TITLE. The seller shall retain Title to the ownership of the delivered goods products sold by Agence Netter will not pass until the buyer price has been paid the price in full. This right shall be transferred to all goods delivered However, risk will pass in accordance with the incoterms agreed by the seller parties. If all or any part of the price or an ancillary amount is not paid on time, Agence Netter retains the right to enforce the sale and demand the full payment of the price, unless it prefers to claim back the products to which it retained title. Agence Netter is the only party entitled to propose to take back the products. In such a case, the corresponding sale will be cancelled by operation of law, if Agence Netter deems fit and without any need to complete any formality, on the date its right to claim title is exercised. In such a case, any deposits already paid will vest in Agence Netter as damages. Agence Netter may enforce its rights under this retention-of-title clause, for any amount owed to it, against all of its products in the Customer’s possession, presumed to be those that have not been paid. The products must be promptly returned, on written request, at the expense and risk of the Customer. After simply giving formal notice, Agence Netter may unilaterally produce, or arrange the production of, a list of its products held in stock by the buyer. The buyer shall be obligated possession of the Customer, which agrees to keep the goods in perfect condition this and hereby undertakes to grant unrestricted access to its warehouses, stores or other premises for that purpose and to insure them for the owner against the usual risks, including loss, destruction, or theft; the indemnity shall be delegated to the seller in the event of loss or damageensure that Agence Netter products are identifiable at all times. The seller must be notified immediately of any loss or damage. The buyer is obligated to inform the seller without delay in the event of receivership or liquidation, and in the event of If an attachment (saisie) or any other measures measure is taken by a third partiesparty affecting the goods sold, the Customer shall immediately inform Agence Netter to allow it to object and protect its rights. The Customer undertakes not to indicate pledge or transfer title to the seller the exact location of goods that have been delivered but not yet paid for. It shall refrain from constituting any security on goods that are delivered and unpaid, and in general from carrying out any operation that may prejudice the seller's right of ownership. In the event of the resale of the delivered goods, whether by way of security or not the buyer is authorised to do soin any form whatsoever, the latter hereby declares that it shall transfer to the seller the claim arising from the sale to a sub-buyer and shall authorise the seller to collect until the price due from the sub-buyer has actually been paid in full to the extent of its claim towards the buyer. The buyer undertakes to inform the seller without delay of the exact and complete identity of the sub-buyer, which it shall inform of the seller's retention of ownership at the latest at the time of the conclusion of the contract. Any violation by the buyer of the obligations stipulated in this clause or in these general conditions of sale shall be sanctioned by the automatic forfeiture of the term. The seller's claim to the goods whose ownership is reserved by it shall be made by means of a registered letter with an acknowledgement of receipt addressed to the buyer, enjoining it to give the seller possession. If the buyer does not comply with this injunction, the seller may refer the matter to the summary jurisdiction of its registered office in order to have restitution ordered under penalty. A claim to the goods that are subject to the retention of ownership shall not constitute a rescission or cancellation of the contract of sale. The seller may make a claim in the event of the buyer's failure to comply with any of its obligations, in particular in the event of non-acceptance of a bill of exchange, and in the event that the seller has legitimate reasons to believe that the buyer will not be able to meet the agreed deadlines. All costs resulting from a claim over the goods or their price shall be borne exclusively by the buyerAgence Netter.

RETENTION OF TITLE. The goods supplied remain the seller shall retain property until the ownership purchaser has fulfilled all payment obligations to the seller. The purchaser is entitled to use or sell the goods in the normal course of business, provided that it meets all of its obligations arising from this contract or from other contracts within the stipulated periods of time. Even in this case, it is expressly agreed that the seller retains the right to claim the goods in whatever state and in whatever hand they may be. In addition, and from the moment of delivery, the buyer takes care of the delivered goods until and bears the buyer has paid the price in full. This right shall be transferred risk alone, both with regard to all goods delivered by the seller and to third parties. Consequently, the buyer will assume the obligations of the guardian of these goods. 6 ¬DELIVERY Dates of dispatch mentioned are only an indication. In no case can our company be held responsible for delay in stock delivery. In any case where delivery is impossible due to compelling (i.e non availability of certain raw materials) or unforeseen circumstances, the Company is free from liability to carry out orders. 7 ¬LIABILITY Claims which are not made in writing within 6 months from date of receipt of goods will be deemed late and will not be taken into consideration. Claims of defects in manufacturing concerning a specific delivery will be taken into consideration only if they relate to quantities beyond acceptable quality levels: - Critical defect, which is dangerous and makes the use of the product dangerous: 0.05% - Major defect, which is likely to create problems as to the operation of the products: 0,5% - Minor defect constituting a deviation from standards and / or specifications. This defect is not likely to affect the use of the product: 2% The set of criteria is defined in the document "Quality Commitment", available on the website of the company and / or at your request. By accepted agreement our responsability is limited in such a case, to the exchange of a number of items equal to the difference between the total number of items recognized as being faulty an the afore mentioned percentage, excluding any indemnity, whatever may be its nature. Weight, capacity and dimensions The weight capacity and dimensions shown in our offers are approximate only, as weight and thickness variations may issue from those imposed by our suppliers of raw materials and our technical manufacturing. Shades and colours Because of technical constraints, the printed shades may have a color discrepancy of DE CMC 2: 1 <5 compared to the colorimetric reference specified by the buyer. The buyer shall be obligated to keep the goods in perfect condition and to insure them for the owner against the usual risks, including loss, destruction, or theft; the indemnity shall be delegated to the seller in the event of loss or damage. The seller must be notified immediately of any loss or damage. The buyer is obligated to inform the seller without delay in the event of receivership or liquidation, and in the event of attachment or any other measures taken by third parties, and to indicate to the seller the exact location of goods that have been delivered but not yet paid for. It shall refrain from constituting any security on goods that are delivered and unpaid, and in general from carrying out any operation that may prejudice the seller's right of ownershipcustomer. In no case shall our responsability be extended to direct or indirect damages which may be the event of the resale of the delivered goods, whether or not the buyer is authorised to do so, the latter hereby declares that it shall transfer to the seller the claim arising from the sale to a sub-buyer and shall authorise the seller to collect the price due from the sub-buyer to the extent of its claim towards the buyer. The buyer undertakes to inform the seller without delay of the exact and complete identity of the sub-buyer, which it shall inform of the seller's retention of ownership at the latest at the time of the conclusion of the contract. Any violation by the buyer of the obligations stipulated in this clause or in these general conditions of sale shall be sanctioned by the automatic forfeiture of the term. The seller's claim to the goods whose ownership is reserved by it shall be made by means of a registered letter with an acknowledgement of receipt addressed to the buyer, enjoining it to give the seller possession. If the buyer does not comply with this injunction, the seller may refer the matter to the summary jurisdiction of its registered office in order to have restitution ordered under penalty. A claim to the goods that are subject to the retention of ownership shall not constitute a rescission or cancellation of the contract of sale. The seller may make a claim in the event of the buyer's failure to comply with any of its obligations, in particular in the event consequence of non-acceptance delivery or faulty manufacturing and thus affect our client. Our customer alone, as users, know the composition and the reactions of a bill their products as well as transport conditions, handling and stocking and from these facts, know their products compatibility with the packing materials and accessories which are delivered to them by us. It is their responsability in this matter to make trials where they judge this necessary. Consequently, they are alone responsible for damage which may arise from the type of exchangecomposition, the reaction or compatibility of their products with our packing materials and in the event that the seller has legitimate reasons accessories. The information we send to believe that the buyer will not be able to meet the agreed deadlines. All costs resulting from a claim over the goods or their price shall be borne exclusively by the buyerour client on our packing materials and accessories is only given as an indication, with no involvement of our responsability.