Common use of Reservation of Title Clause in Contracts

Reservation of Title. For any current or future sale of goods to a pur- chaser located outside of Germany the following retention of title has been agreed: BHJ reserves title to the goods until the entire pur- chase 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. For any current or future sale of goods to a pur- chaser located in Germany the following retention of title has been agreed: The goods (“reserved goods”) delivered by BHJ to the purchaser remain the property of BHJ until full payment of all secured claims. The purchaser stores the reserved goods free of charge for BHJ. The purchaser is entitled to pro- cess and sell the goods subject to retention of title in the ordinary course of business until the event of realization. Pledging and transfer of ownership by way of security are not permitted. If the reserved goods are processed by the pur- chaser, it is agreed that the processing is carried out in the name and for the account of BHJ as manufacturer and therefore acquires direct own- ership or - if the processing is carried out using materials from several owners or the value of the processed item is higher than the value of the re- served goods - co-ownership (fractional owner- ship) of the newly created item in the ratio of the value of the reserved goods to the value of the newly created item. In the event that no such ac- quisition of ownership should occur at BHJ, the purchaser hereby transfers his future ownership or - in the above ratio - co-ownership of the newly created item to BHJ as security. If the reserved goods are combined or inseparably mixed with other items to form a uniform item and if one of the other items is to be regarded as the main item, BHJ, insofar as the main item belongs to BHJ, transfers to the purchaser proportionate co-own- ership of the uniform item in the above specified ratio. In the event of resale of the reserved goods, the purchaser hereby assigns by way of security the resulting claim against the purchaser - in the case of co-ownership of BHJ of the reserved goods, proportionally in accordance with the co-owner- ship share - to BHJ. The same applies to other claims that take the place of the reserved goods or otherwise arise with regard to the reserved goods, such as insurance claims or claims in tort in the event of loss or destruction. BHJ revocable au- thorizes the purchaser to collect the claims as- signed to BHJ in his own name. BHJ may only re- voke this direct debit authorization in the event of realization. If third parties seize the reserved goods, in particular by seizure, the purchaser will immediately inform them of the ownership of BHJ and inform BHJ of this in order to enable BHJ to enforce its ownership rights. If the third party is not in a position to reimburse BHJ for the court or out-of-court costs incurred in this connection, the purchaser is liable for these costs to BHJ. BHJ will release the reserved goods and the items or claims taking their place if their value exceeds the amount of the secured claims by more than 50%. BHJ has the right to select the items to be released thereafter. If BHJ withdraws from the contract in case of breach of contract by the purchaser - in particular default of payment – BHJ is entitled to demand return of the reserved goods.

Appears in 3 contracts

Sources: General Conditions of Sale and Delivery, General Conditions of Sale and Delivery, General Conditions of Sale and Delivery

Reservation of Title. For any current or future sale of goods to a pur- chaser located outside of Germany the following retention of title has been agreed: BHJ Pet-Rus reserves title to the goods until the entire pur- chase purchase price and any costs relating to the deliverydeliv- ery, dispatch and insurance of the goods have been paid by the purchaser or security for the purchase pur- chase 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 BHJPet-Rus's reservation of title. For any current or future sale of goods to a pur- chaser located in Germany the following retention of title has been agreed: The goods (“reserved goods”) delivered by BHJ Pet- Rus to the purchaser remain the property of BHJ Pet- Rus until full payment of all secured claims. The purchaser stores the reserved goods free of charge for BHJPet-Rus. The purchaser is entitled to pro- cess process and sell the goods subject to retention of title in the ordinary course of business until the event of realization. Pledging and transfer of ownership own- ership by way of security are not permitted. If the reserved goods are processed by the pur- chaser, it is agreed that the processing is carried out in the name and for the account of BHJ Pet-Rus as manufacturer and therefore acquires direct own- ership or - if the processing is carried out using materials from several owners or the value of the processed item is higher than the value of the re- served goods - co-ownership (fractional owner- ship) of the newly created item in the ratio of the value of the reserved goods to the value of the newly created item. In the event that no such ac- quisition of ownership should occur at BHJPet-Rus, the purchaser hereby transfers his future ownership owner- ship or - in the above ratio - co-ownership of the newly created item to BHJ Pet-Rus as security. If the reserved goods are combined or inseparably mixed with other items to form a uniform item and if one of the other items is to be regarded as the main item, BHJPet-Rus, insofar as the main item belongs to BHJPet-Rus, transfers to the purchaser proportionate pro- portionate co-own- ership ownership of the uniform item in the above specified ratio. In the event of resale of the reserved goods, the purchaser hereby assigns by way of security the resulting claim against the purchaser - in the case of co-ownership of BHJ Pet-Rus of the reserved goods, proportionally in accordance with the co-owner- ship share - to BHJPet-Rus. The same applies to other claims that take the place of the reserved goods or otherwise arise with regard to the reserved goods, such as insurance claims or claims in tort in the event of loss or destruction. BHJ Pet-Rus revocable au- thorizes authorizes the purchaser to collect the claims as- signed to BHJ Pet-Rus in his own name. BHJ Pet-Rus may only re- voke revoke this direct debit authorization in the event of realization. If third parties seize the reserved re- served goods, in particular by seizure, the purchaser pur- chaser will immediately inform them of the ownership own- ership of BHJ Pet-Rus and inform BHJ Pet-Rus of this in order or- der to enable BHJ Pet-Rus to enforce its ownership rights. If the third party is not in a position to reimburse BHJ re- imburse Pet-Rus for the court or out-of-court costs incurred in this connection, the purchaser is liable for these costs to BHJPet-Rus. BHJ Pet-Rus will release re- lease the reserved goods and the items or claims taking their place if their value exceeds the amount of the secured claims by more than 50%. BHJ Pet-Rus has the right to select the items to be released re- leased thereafter. If BHJ Pet-Rus withdraws from the contract in case of breach of contract by the purchaser pur- chaser - in particular default of payment – BHJ Pet-Rus is entitled to demand return of the reserved goods.

Appears in 1 contract

Sources: General Conditions of Sale and Delivery

Reservation of Title. For any current or future sale of goods to a pur- chaser located outside of Germany We reserve the following retention of title has been agreed: BHJ reserves title to the delivered goods („Reserved Goods“) until the entire pur- chase 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 agreedpaid. Until this has happenedIn the case of a permanent business relationship, the purchaser ownership shall not be entitled to resell the goods or otherwise dispose of the goods in any way violating BHJ's reservation of title. For any current or future sale of goods to a pur- chaser located in Germany the following retention of title has been agreed: The goods (“reserved goods”) delivered by BHJ pass to the purchaser remain Customer until all our claims against the property of BHJ until full payment of all secured claimsCustomer arising from the business relationship have been settled. The purchaser stores Any processing shall be carried out by the reserved goods free of charge Customer for BHJ. The purchaser is entitled to pro- cess and sell the goods subject to retention of title in the ordinary course of business until the event of realization. Pledging and transfer of ownership by way of security are not permittedus. If the reserved goods Reserved Goods are processed by with other items not belonging to the pur- chaserCustomer, it is agreed that the processing is carried out in the name and for the account of BHJ as manufacturer and therefore acquires direct own- ership or - if the processing is carried out using materials from several owners or the value of the processed item is higher than the value of the re- served goods - we shall acquire co-ownership (fractional owner- ship) of the newly created new item in the ratio of the value of the reserved goods Reserved Goods (invoice amount) to the value other processed items at the time of the newly created item. In the event that no such ac- quisition of ownership should occur at BHJ, the purchaser hereby transfers his future ownership or - in the above ratio - co-ownership of the newly created item to BHJ as securityprocessing. If the reserved goods Reserved Goods are combined or inseparably mixed with other items not belonging to form us, we shall acquire co-ownership of the new item in the ratio of the value of the Reserved Goods (final invoice amount including VAT) to the other combined or mixed items at the time of combination or mixing. If the combination or mixing is carried out in a uniform item and if way that one of the other Customer‘s items is to be regarded as the main item, BHJ, insofar as it is agreed that the main item belongs to BHJ, Customer hereby transfers to the purchaser proportionate co-own- ership of the uniform item in the above specified ratio. In the event of resale of the reserved goods, the purchaser hereby assigns by way of security the resulting claim against the purchaser - in the case of us co-ownership of BHJ the new item in the ratio of the reserved goods, proportionally in accordance with value of the co-owner- ship share - Reserved Goods (invoice amount) to BHJthe other combined or mixed items at the time of combination or mixing. We accept the transfer of ownership. The same applies Customer may sell the Reserved Goods in the ordinary course of business. Any other dispositions are prohibited. The Customer assigns to other us in advance the claims that take to which the place Customer will be entitled from the resale of the reserved Reserved Goods, regardless of whether such goods have been further processed, combined, mixed or otherwise arise with regard to the reserved goodsnot, such as insurance claims or claims in tort in the event invoice amount of loss or destructionthe Reserved Goods. BHJ revocable au- thorizes The Customer is revocably entitled to collect the purchaser assigned claims. Our right to collect the claims as- signed remains unaffected. We will not collect the claims ourselves and will not revoke the collection authorization as long as the Customer fulfils its payment obligations and is not in default of payment. For justi- fied reasons, the Customer must notify its debtors of the assignment and provide us with the information and documents required to BHJ in his own name. BHJ may only re- voke this direct debit authorization in assert our rights.Without undue delay, the event of realization. If Customer must inform us about any impending or completed third parties seize access to the reserved goods, in particular by seizure, Reserved Goods or to the purchaser will immediately inform them of the ownership of BHJ and inform BHJ of this in order to enable BHJ to enforce its ownership rightsassigned claims. If Insofar as the third party is not in a position to reimburse BHJ us for the court or any out-of-court or court costs incurred in this connectionfor a lawsuit to protect our property, the purchaser is Customer shall be liable for these costs to BHJ. BHJ will release the reserved goods and the items or claims taking their place if their value exceeds the amount of the secured claims by more than 50%. BHJ has the right to select the items to be released thereafter. If BHJ withdraws from the contract in case of breach of contract by the purchaser - in particular default of payment – BHJ is entitled to demand return of the reserved goodsloss we incurred.

Appears in 1 contract

Sources: General Terms and Conditions

Reservation of Title. For any current or future 1. The objects of sale of goods to a pur- chaser located outside of Germany the following retention of title has been agreed: BHJ reserves title to the goods until the entire pur- chase 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. For any current or future sale of goods to a pur- chaser located in Germany the following retention of title has been agreed: The goods (“reserved goods”) delivered by BHJ to the purchaser remain the property of BHJ the Seller until full payment such time as the claims accruing to the Seller by virtue of all secured claimsthe contract of sale have been settled. The purchaser stores reservation of title also applies to claims acquired by the reserved Seller against the Buyer arising from the ongoing business relationship until such time as the claims of the Seller in connection with the sale have been settled. 2. Any processing or modification of the reserved-title goods free by the Buyer or a third party or the combination of charge such goods with other goods shall be for BHJthe Seller. The purchaser is entitled to pro- cess and sell the goods subject to retention of title in the ordinary course of business until the event of realization. Pledging and transfer of ownership by way of security are not permitted. If the reserved goods are processed by the pur- chaser, it is agreed that the processing is carried out in the name and for the account of BHJ as manufacturer and therefore acquires direct own- ership or - if the processing is carried out using materials from several owners or the value of the processed item is higher than the value of the re- served goods - co-ownership (fractional owner- ship) of the newly created item in the ratio of the value of the reserved goods to the value of the newly created item. In the event that no such ac- quisition of ownership should occur at BHJ, the purchaser hereby transfers his future ownership or - in the above ratio - Seller shall acquire co-ownership of the newly created item products which are deemed to BHJ as be reserved-title goods within the meaning of this Section VII, such that its share of the new products corresponds to the value of the originally supplied objects of sale. 3. The Seller consents to the resale of the reserved-title goods by the Buyer within the scope of its ordinary course of business; such consent being revocable and subject to the provisions of clause B. The Buyer may not pledge the reserved-title goods or assign them by way of security. If To secure all claims arising from the reserved goods are combined or inseparably mixed with other items ongoing business relationship, the Buyer assigns to form a uniform item and if one the Seller its claims from the resale of the other items reserved-title goods in the amount of the Seller's claim to the purchase price. * Confidential portions omitted and filed separately with the Securities and Exchange Commission pursuant to an application for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Until its authorization is revoked, the Buyer is entitled and obliged to be regarded as collect the main itemdebts assigned to the Seller. Should the Buyer suspend payments generally, BHJthis collection authorisation shall end without the need for explicit revocation. 4. At the request of the Buyer, the Seller shall release the security provided in accordance with the foregoing provisions - at its discretion - insofar as the main item belongs realizable value of this security exceeds the claims to BHJbe secured arising from the ongoing business relationship by *%. 5. The Buyer is obliged to carefully look after the reserved-title goods for the Seller, transfers to keep them in perfect technical condition and to have any necessary repairs carried out without delay. The reserved-title goods are to be serviced and repaired in workshops expressly approved by the manufacturer for the servicing of the objects of sale, except in cases of emergency. 6. As long as reservation of title remains in force, the Buyer shall be required at the demand of the Seller to insure the reserved-title goods with all-risk cover at their value as new or in the amount of the outstanding claim, with the proviso that the rights arising from the insurance accrue to the purchaser proportionate co-own- ership of Seller. The Seller shall be entitled to demand the uniform item in the above specified ratioinsurance certificate. 7. In the event of resale attachment or of other impediments to the owner's interests, the Buyer shall inform the Seller without delay. 8. Should the Buyer fail to meet its payment and insurance obligations or other obligations arising from the reservation of title including the assignment of debts, or suspend payments in general, or should insolvency proceedings be instituted in respect of its assets or, as a result of the reserved goodsconduct of the Buyer, notification from the insurer provided for in the insurance certificate is sent to the Seller, the purchaser hereby assigns full outstanding balance shall fall due immediately, even if bills of exchange with later maturity dates are running, and any right of the Buyer to dispose of the reserved-title goods pursuant to clause 3 shall lapse. If the full outstanding balance is not paid immediately, the right of the Buyer to use the reserved-title goods shall lapse. The Seller shall be entitled after the expiration of a 14-day period of grace granted by way of security the resulting claim against the purchaser - it, or, in the case event of the Buyer suspending payments in general or insolvency proceedings being instituted, immediately, to demand the restitution of the reserved-title goods excluding any right of retention, and to collect them from the Buyer. Such action shall not require cancellation of the contract; the demand for restitution and collection of the reserved-title goods shall not constitute a withdrawal from the contract. The repossession by the Seller of reserved-title goods in which third parties have co-ownership of BHJ rights shall also constitute repossession for the co-owners. The Buyer shall be liable for all costs incurred in connection with repossession and realization of the reserved value of the reserved-title goods. Notwithstanding the payment obligation of the Buyer, proportionally in accordance the Seller is entitled - where applicable by agreement with the co-owner- ship share owners - * Confidential portions omitted and filed separately with the Securities and Exchange Commission pursuant to BHJan application for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. to realize the value of the repossessed reserved-title goods and accessories at the beat price through sale on the open market or by public auction. The same applies to other claims that take the place proceeds after deduction of the reserved goods or otherwise arise with regard costs will, insofar as they are not owed to the reserved goodsSeller or a third party to cover existing claims, such as insurance claims or claims in tort in be paid to the event of loss or destruction. BHJ revocable au- thorizes the purchaser to collect the claims as- signed to BHJ in his own name. BHJ may only re- voke this direct debit authorization in the event of realization. If third parties seize the reserved goods, in particular by seizure, the purchaser will immediately inform them of the ownership of BHJ and inform BHJ of this in order to enable BHJ to enforce its ownership rightsBuyer. 9. If the third party is country in whose territory the objects of sale are located does not in a position permit reservation of title, but does permit the Seller to reimburse BHJ for reserve other rights to the court or out-of-court costs incurred in this connectionobjects of sale, the purchaser Seller may exercise all such rights. The Buyer is liable for these costs obliged to BHJ. BHJ will release take at its own expense all steps which are necessary to enable the reserved goods reservation of title or other substitute right over the objects of sale to take effect and the items or claims taking their place if their value exceeds the amount of the secured claims by more than 50%. BHJ has the right to select the items to be released thereafter. If BHJ withdraws from the contract in case of breach of contract by the purchaser - in particular default of payment – BHJ is entitled to demand return of the reserved goodsmaintained.

Appears in 1 contract

Sources: Distributor Agreement (Penske Automotive Group, Inc.)

Reservation of Title. For any current or future sale of goods to a pur- chaser located outside of Germany the following retention of title has been agreed: BHJ reserves title to the goods until the entire pur- chase 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. For any all current or future sale of goods to a pur- chaser located in Germany the following retention reten- tion of title has been agreed: The goods (“reserved goods”) delivered by BHJ Essen- tia Protein Solutions to the purchaser remain the property of BHJ Essentia Protein Solutions until full payment of all secured claims. The goods and the goods covered by the reten- tion of title which take their place in accordance with the following provisions are hereinafter re- ferred to as "reserved goods". The purchaser stores the reserved goods free of charge for BHJEs- sentia Protein Solutions. The purchaser is entitled to pro- cess process and sell the goods subject to retention of title in the ordinary course of business until the event of realizationrealization (para. 9). Pledging and transfer of ownership by way of security are not permitted. If the reserved goods are processed by the pur- chaser, it is agreed that the processing is carried out in the name and for the account of BHJ Essentia Protein Solutions as manufacturer and therefore acquires direct own- ership ownership or - if the processing is carried out using materials from several owners or the value of the processed item is higher than the value of the re- served reserved goods - co-ownership (fractional owner- shipownership) of the newly created item in the ratio of the value of the reserved goods to the value of the newly created item. In the event that no such ac- quisition acquisition of ownership should occur oc- cur at BHJEssentia Protein Solutions, the purchaser hereby transfers his future ownership or - in the above ratio - co-ownership of the newly created item to BHJ Essentia Protein Solutions as security. If the reserved goods are combined or inseparably mixed with other items to form a uniform item and if one of the other items is to be regarded as the main item, BHJEssentia Protein Solutions, insofar as the main item belongs to BHJEssentia Protein So- lutions, transfers to the purchaser proportionate co-own- ership ownership of the uniform item in the above specified ratio. In the event of resale of the reserved goods, the purchaser hereby assigns by way of security the resulting claim against the purchaser - in the case of co-ownership of BHJ Essentia Protein Solutions of the reserved goods, proportionally in accordance with the co-owner- ship ownership share - to BHJEssentia Protein Solutions. The same applies to other claims that take the place of the reserved goods or otherwise other- wise arise with regard to the reserved goods, such as insurance claims or claims in tort in the event of loss or destruction. BHJ revocable au- thorizes Essentia Protein So- lutions revocably authorizes the purchaser to collect col- lect the claims as- signed assigned to BHJ Essentia Protein Solu- tions in his own name. BHJ Essentia Protein Solutions may only re- voke revoke this direct debit authorization in the event of realization. If third parties seize the reserved goods, in particular by seizure, the purchaser pur- chaser will immediately inform them of the ownership own- ership of BHJ Essentia Protein Solutions and inform BHJ Essentia Protein Solutions of this in order to enable BHJ ena- ble Essentia Protein Solutions to enforce its ownership own- ership rights. If the third party is not in a position to reimburse BHJ Essentia Protein Solutions for the court or out-of-court costs incurred in this connectioncon- nection, the purchaser is liable for these costs to BHJEssentia Protein Solutions. BHJ Essentia Protein Solu- tions will release the reserved goods and the items or claims taking their place if their value exceeds ex- ceeds the amount of the secured claims by more than 50%. BHJ Essentia Protein Solutions has the right to select the items to be released thereafter. If BHJ Essentia Protein Solutions withdraws from the contract in case of breach of contract by the purchaser pur- chaser - in particular default of payment – BHJ Essen- tia Protein Solutions is entitled to demand return of the reserved goods. For any other current or future sale of goods to a purchaser located outside of Germany the fol- lowing retention of title has been agreed: Essentia Protein Solutions reserves title to the goods until the entire purchase price and any costs relating to the delivery, dispatch and insur- ance of the goods have been paid by the pur- chaser or security for the purchase price has been provided as agreed. Until this has hap- pened, the purchaser shall not be entitled to re- sell the goods or otherwise dispose of the goods in any way violating Essentia Protein Solutions' reservation of title.

Appears in 1 contract

Sources: General Conditions of Sale and Delivery

Reservation of Title. For any current 1. Notwithstanding Paragraph V(1), all goods shall remain the property of Seller as legal and equitable owner and no property interest in, or future sale of goods to a pur- chaser located outside of Germany the following retention of title has been agreed: BHJ reserves title to to, the goods shall pass to Buyer until all payments under the applicable Order have been fully received by Seller. Seller hereby reserves a purchase money security interest in the goods (including all accessions, accessories, parts, supplies and replacements thereof) and the proceeds thereof until all obligations of Buyer to Seller from time to time are satisfied in full. Buyer hereby appoints Seller as its attorney–in–fact to prepare, sign and file in Buyer's name any financing statement or other document necessary to perfect Seller's security interest and also agrees that Seller may take any action necessary to perfect the security interest of Seller in the goods. 2. At any time prior to receipt of all payments due under this Agreement, Seller may demand Buyer furnish without delay satisfactory proof that insurance is in effect covering the goods against set fire, water, theft, and other casualty. If such proof is not provided, Seller is entitled to insure the goods at Buyer’s expense, and the cost of insurance shall be due and payable upon demand. 3. Buyer shall not pledge or transfer as security any delivered goods in which Seller has reserved title until the entire pur- chase price and any costs relating to the delivery, dispatch and insurance of the goods have been are fully paid for by the purchaser or security for the purchase price has been provided as agreed▇▇▇▇▇. Until this has happened, the purchaser Buyer shall not be entitled to resell the goods or otherwise dispose of the such goods in any way violating BHJ's reservation outside its normal course of titlebusiness. For Buyer will notify Seller without delay if any current attachment, seizure or future sale of goods to a pur- chaser located in Germany the following retention of title has been agreed: The goods (“reserved goods”) delivered by BHJ other act prejudicial to the purchaser remain rights of Seller is effected by a third party. Buyer will provide Seller with all information and documentation required by Seller to safeguard its rights. Buyer will, without delay, notify the property of BHJ until full payment of all secured claims. The purchaser stores the reserved goods free of charge for BHJ. The purchaser is entitled to pro- cess and sell the goods subject to retention of person executing such attachments or seizure that Seller has title in the ordinary course of business until the event of realization. Pledging and transfer of ownership by way of security are not permitted. If the reserved goods are processed by the pur- chaser, it is agreed that the processing is carried out in the name and for the account of BHJ as manufacturer and therefore acquires direct own- ership or - if the processing is carried out using materials from several owners or the value of the processed item is higher than the value of the re- served goods - co-ownership (fractional owner- ship) of the newly created item in the ratio of the value of the reserved goods to the value of the newly created itemgoods. 4. In the event that no such ac- quisition ▇▇▇▇▇ sells any goods which have been delivered by Seller but have not been paid for in full, ▇▇▇▇▇ assigns to Seller all claims against the subsequent Buyers of ownership should occur said goods, until all amounts due Seller are paid in full. 5. Seller shall have the right, in addition to all other rights it may possess, at BHJany time, for credit reasons or because of Buyer’s current or prior default or defaults, to withhold shipments in whole or in part, to recall goods in transit, retake same and repossess all goods which may be stored with Seller for Buyer’s account, without the purchaser hereby transfers his future ownership necessity of taking any formal or - other proceedings. ▇▇▇▇▇ expressly agrees that all goods so recalled, retaken or repossessed shall become the absolute property of Seller provided that ▇▇▇▇▇ is given full credit therefor, less a reasonable restocking charge. The foregoing shall not be construed as limiting in the above ratio - co-ownership any manner any other of the newly created item rights or remedies available to BHJ as securitySeller because of any default of Buyer. 6. If ▇▇▇▇▇ is in default of payments, Seller is entitled to demand the immediate surrender of all delivered goods in which Seller has reserved goods are combined or inseparably mixed with other items to form a uniform item and if one title. Buyer waives any right of the other items is to be regarded as the main item, BHJ, insofar as the main item belongs to BHJ, transfers to the purchaser proportionate co-own- ership of the uniform item in the above specified ratio. In the event of resale of the reserved goods, the purchaser hereby assigns by way of security the resulting claim against the purchaser - in the case of co-ownership of BHJ of the reserved goods, proportionally in accordance with the co-owner- ship share - to BHJ. The same applies to other claims that take the place of the reserved goods or otherwise arise with regard to the reserved goods, such as insurance claims or claims in tort in the event of loss or destruction. BHJ revocable au- thorizes the purchaser to collect the claims as- signed to BHJ in his own name. BHJ may only re- voke this direct debit authorization in the event of realization. If third parties seize the reserved goods, in particular by seizure, the purchaser will immediately inform them of the ownership of BHJ and inform BHJ of this in order to enable BHJ to enforce its ownership rights. If the third party is not in a position to reimburse BHJ for the court or out-of-court costs incurred retention in this connection, the purchaser is liable for these costs to BHJcircumstance. BHJ will release the reserved goods and the items or claims taking their place if their value exceeds the amount of the secured claims by more than 50%. BHJ Seller has the right to select recover the items to be released thereaftervalue of the goods by resale in any commercially reasonable manner. 7. If BHJ withdraws from the contract Buyer is in case of breach of contract by the purchaser - in particular default of payment – BHJ payment, and has sold to a third party any goods in which Seller has reserved title, Seller is entitled to demand return notify the third party of the reserved goodsassignment pursuant to paragraph 4 above and to unilaterally take any necessary action to realize the claim and collect such sums from the third party.

Appears in 1 contract

Sources: General Terms and Conditions of Sale and Delivery

Reservation of Title. For any current or future sale of goods to a pur- chaser located outside of Germany the following retention of title has been agreed: BHJ reserves title to the goods until the entire pur- chase 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. For any all current or future sale of goods to a pur- chaser located in Germany the following retention reten- tion of title has been agreed: The goods (“reserved goods”) delivered by BHJ Essen- tia Protein Solutions to the purchaser remain the property of BHJ Essentia Protein Solutions until full payment of all secured claims. The goods and the goods covered by the reten- tion of title which take their place in accordance with the following provisions are hereinafter re- ferred to as "reserved goods". The purchaser stores the reserved goods free of charge for BHJEs- sentia Protein Solutions. The purchaser is entitled to pro- cess process and sell the goods subject to retention of title in the ordinary course of business until the event of realizationrealization (para. 9). Pledging and transfer of ownership by way of security are not permitted. If the reserved goods are processed by the pur- chaser, it is agreed that the processing is carried out in the name and for the account of BHJ Essentia Protein Solutions as manufacturer and therefore acquires direct own- ership ownership or - if the processing is carried out using materials from several owners or the value of the processed item is higher than the value of the re- served reserved goods - co-ownership (fractional owner- shipownership) of the newly created item in the ratio of the value of the reserved goods to the value of the newly created item. In the event that no such ac- quisition acquisition of ownership should occur oc- cur at BHJEssentia Protein Solutions, the purchaser hereby transfers his future ownership or - in the above ratio - co-ownership of the newly created item to BHJ Essentia Protein Solutions as security. If the reserved goods are combined or inseparably mixed with other items to form a uniform item and if one of the other items is to be regarded as the main item, BHJEssentia Protein Solutions, insofar as the main item belongs to BHJEssentia Protein So- lutions, transfers to the purchaser proportionate co-own- ership ownership of the uniform item in the above specified ratio. In the event of resale of the reserved goods, the purchaser hereby assigns by way of security the resulting claim against the purchaser - in the case of co-ownership of BHJ Essentia Protein Solutions of the reserved goods, proportionally in accordance with the co-owner- ship ownership share - to BHJEssentia Protein Solutions. The same applies to other claims that take the place of the reserved goods or otherwise other- wise arise with regard to the reserved goods, such as insurance claims or claims in tort in the event of loss or destruction. BHJ revocable au- thorizes Essentia Protein So- lutions revocably authorizes the purchaser to collect col- lect the claims as- signed assigned to BHJ Essentia Protein Solu- tions in his own name. BHJ Essentia Protein Solutions may only re- voke revoke this direct debit authorization in the event of realization. If third parties seize the reserved goods, in particular by seizure, the purchaser pur- chaser will immediately inform them of the ownership own- ership of BHJ Essentia Protein Solutions and inform BHJ Essentia Protein Solutions of this in order to enable BHJ ena- ble Essentia Protein Solutions to enforce its ownership own- ership rights. If the third party is not in a position to reimburse BHJ Essentia Protein Solutions for the court or out-of-court costs incurred in this connectioncon- nection, the purchaser is liable for these costs to BHJEssentia Protein Solutions. BHJ Essentia Protein Solu- tions will release the reserved goods and the items or claims taking their place if their value exceeds ex- ceeds the amount of the secured claims by more than 50%. BHJ Essentia Protein Solutions has the right to select the items to be released thereafter. If BHJ Essentia Protein Solutions withdraws from the contract in case of breach of contract by the purchaser pur- chaser - in particular default of payment – BHJ Essen- tia Protein Solutions is entitled to demand return of the reserved goods. For any other current or future sale of goods to a purchaser located outside of Germany the fol- lowing retention of title has been agreed: Essentia Protein Solutions reserves title to the goods until the entire purchase price and any costs relating to the delivery, dispatch and insur- ance of the goods have been paid by the pur- chaser or security for the purchase price has been provided as agreed. Until this has hap- pened, the purchaser shall not be entitled to re- sell the goods or otherwise dispose of the goods in any way violating Essentia Protein Solutions’ reservation of title.

Appears in 1 contract

Sources: General Conditions of Sale and Delivery

Reservation of Title. For any current or future sale of goods to a pur- chaser located outside of Germany the following retention of title has been agreed: BHJ reserves 10.1 We retain title to the goods delivered (privileged property) until fulfillment of all receivables, especially the entire pur- chase price respective balance of receivables, which we are due from the principal within the scope of the business relation. 10.2 Treatment and any costs relating processing of the privileged property is performed for us as manufacturer in the sense ofß 950 BGB without obliging us. The goods treated and processed are deemed to be privileged property in the sense of para. 10.1. In case of processing, combination and blending of the privileged goods with other goods by the principal, we are due co-ownership in the new goods in relation of the invoice value of the privileged goods to the delivery, dispatch and insurance invoice value of the other goods have been paid used. If our title lapses due to combination or blending, then the principal even now assigns to us the title in the new stock or the goods due to him in the scope of the invoice value of the privileged goods and safekeeps them for us without charge. Our co-ownership rights are deemed to be privileged goods in the sense of para. 10.1. 10.3 The principal may only resell the privileged goods within the scope of his usual business transactions, under his normal business conditions and for as long as he is not in default, under the condition that he agrees on reservation of title with his customer and that the receivables from reselling pass to us according to the paragraphs 10.4 through 10.6. He is not authorized to perform other dispositions of the privileged goods. Also deemed to be reselling is use of the privileged goods to fulfill service contracts and contracts for work done and materials supplied. 10.4 The receivables of the principal from resale of the privileged goods are assigned to us even now; this applies in case of allocation to a current account of the receivable from resale in the amount also for the respective balance receivable. The receivables assigned serve as collateral to the same extent as the privileged goods. 10.5 If the privileged goods are resold by the purchaser or security for principal together with oder goods not delivered by us, then receivables from resale respectively the purchase price has been provided as agreed. Until this has happened, the purchaser shall not be entitled balance of receivables are assigned to resell the goods or otherwise dispose us in relation of the goods in any way violating BHJ's reservation invoice value of title. For any current or future sale of the privileged goods to the invoice value of the other goods. 10.6 In case of resale of goods, in which we hold co-ownership according to para. 10.2, we are assigned a pur- chaser located share of the receivable corresponding to our share in Germany the following retention of title has been agreed: ownership. 10.7 The goods (“reserved goods”) delivered by BHJ to the purchaser remain the property of BHJ until full payment of all secured claims. The purchaser stores the reserved goods free of charge for BHJ. The purchaser principal is entitled to pro- cess and sell collect receivables from resale or receivables balances unless we revoke the goods subject authorization to retention of title collect in the ordinary course of business until cases stated in para. 3.4. Upon our request, he is obliged to immediately inform his customers about assignment to us ñ to the event of realizationextent we do not do this ourselvesñ and provide us with the information and documentation necessary for collecting. 10.8 The principal is in no case authorized to otherwise assign the receivables. Pledging and transfer of ownership by way of security This also applies to factoring transactions; these are not permittedallowed to the principal even based on the authorization to collect. If But we are willing to approve factoring transactions in individual cases if the reserved goods countervalue from this finally flows to the principal and payment of our receivables is not endangered. 10.9 In the cases stated in para. 3.4, we are processed also entitled to prohibit treatment and processing as well as resale of the privileged goods. In these cases as well as in case of violation by the pur- chaserprincipal of the obligations from para. 10.2, it we may request return of the privileged goods at cost of the principal under exclusion of a right of retention. The principal even now authorizes us to enter his business operations and take away the privileged goods. Taking back is agreed that not assumed to be cancellation of the processing is carried out in the name and for the account of BHJ as manufacturer and therefore acquires direct own- ership or - if the processing is carried out using materials from several owners or contract. 10.10 If the value of the processed item is higher than the value of the re- served goods - co-ownership (fractional owner- ship) of the newly created item in the ratio of the value of the reserved goods to the value of the newly created item. In the event that no such ac- quisition of ownership should occur at BHJ, the purchaser hereby transfers his future ownership or - in the above ratio - co-ownership of the newly created item to BHJ as security. If the reserved goods are combined or inseparably mixed with other items to form a uniform item and if one of the other items is to be regarded as the main item, BHJ, insofar as the main item belongs to BHJ, transfers to the purchaser proportionate co-own- ership of the uniform item in the above specified ratio. In the event of resale of the reserved goods, the purchaser hereby assigns by way of security the resulting claim against the purchaser - in the case of co-ownership of BHJ of the reserved goods, proportionally in accordance with the co-owner- ship share - to BHJ. The same applies to other claims that take the place of the reserved goods or otherwise arise with regard to the reserved goods, such as insurance claims or claims in tort in the event of loss or destruction. BHJ revocable au- thorizes the purchaser to collect the claims as- signed to BHJ in his own name. BHJ may only re- voke this direct debit authorization in the event of realization. If third parties seize the reserved goods, in particular by seizure, the purchaser will immediately inform them of the ownership of BHJ and inform BHJ of this in order to enable BHJ to enforce its ownership rights. If the third party is not in a position to reimburse BHJ for the court or out-of-court costs incurred in this connection, the purchaser is liable for these costs to BHJ. BHJ will release the reserved goods and the items or claims taking their place if their value collateral provided exceeds the amount of the receivables secured claims by more than 50%10 % in total, then upon request of the principal we are to this extent obliged to release collateral by our choice. BHJ has The principal must immediately notify us about levy of execution or other impairment by third parties. 10.11 If the right reservation of title or assignment is not valid under the law, under which the goods are located, then collateral corresponding to select the items to be released thereafterreservation of title or assignment under these laws is deemed agreed. If BHJ withdraws from the contract in case of breach of contract by the purchaser - in particular default of payment – BHJ is entitled according to demand return this cooperation of the reserved goodsprincipal is required, then he must take all measures required for establishment and receipt of such rights.

Appears in 1 contract

Sources: General Terms and Conditions