Common use of Retention of Ownership Clause in Contracts

Retention of Ownership. 10.1 We reserve the right of ownership and the right of disposition to the delivery goods until such time as all payments from the supply agreement and any previous agreements have been received. This includes accounts receivable from checks and bills of exchange as well as those from current accounts. Should a liability related to payment by bill of exchange accrue to us in the course of the buyer's payment, then this shall in no way eliminate our retention to ownership before the possibility of us being invoked for the bill of exchange is excluded. Prior to the full and complete settlement of our aforesaid accounts receivable, the buyer shall be entitled to continue using the delivered products in the proper course of his ordinary business, unless a non-assignment agreement has been entered into with third parties for accounts receivable pursuant to point 10.4 which have been assigned to us in advance. Prior to full and complete settlement, pledging and assignment as security shall be prohibited and resale shall only be permitted for resellers in the course of their usual business, under the condition that the reseller receives payment from his customer and forwards it to us immediately. Any intervention expenses which may arise are to be born by the buyer. 10.2 In the case of attachments, confiscation or other dispositions and interference by third parties, the buyer is to notify us immediately. 10.3 In the event of behavior of the buyer which violates the agreement, in particular in the event of delayed payment, we shall be entitled, after issuing appropriate payment reminder, to reclaim the delivery goods and the buyer shall be obligated to relinquish these. 10.4 The assertion of the reservation of ownership as well as the attachment of the delivery goods by us shall not be deemed to constitute withdrawal from the agreement, provided that the German Installment Purchase Act does not apply. 10.5 The buyer at this point assigns to us all accounts receivable up to the proportionate amount of our invoice, including sales tax/VAT with all ancillary rights, which he accumulates through resale to customers or third parties. This shall also apply in cases where the buyer has placed the purchase money claim which has accrued to him through resale into a current account arranged with a customer or third party. We will accept the assignment. 10.6 In the event of connection with real estate or moveable property belonging to third parties or with processing within the framework of a contract for work and services, then the buyer at this point assigns to us the receivables for work compensation and/or the resulting share of co ownership up to the proportionate amount of our invoice, including sales tax/VAT for the jointly processed conditional goods. We will accept the assignment. 10.7 The buyer is hereby authorized to independently collect the preceding accounts receivable which have been assigned, within the framework of his usual order of business, provided that the collected proceeds are promptly forwarded to us. Such authorization to collect the assigned accounts receivable shall be revoked in the event of delayed payment, the petition for out of court insolvency proceedings or in the case of protest of a check or bill of exchange. 10.8 To the extent that the delivery goods have become essential components or immovable fixtures of real property, the buyer undertakes, in the event of noncompliance with the agreed payment deadlines, to allow us to dismantle or dismount such objects as can be removed without causing a substantial impediment to the structure, so as retake possession of the objects. If the buyer interferes with our aforesaid rights, then he shall be obligated to compensate us for any resulting damages. The expenses for dismantling, dismounting or other expenses which arise, are to be born by the buyer. 10.9 If the realizable value of the collateral securities which have been reserved for us, either solely for the purposes of this retention of ownership clause or together with any other collateral, exceeds our secured claims by more than 10%, then we shall be obligated to the same extent to release collateral of our choice, if the buyer thus demands. 10.10 We are entitled, at the expense of the buyer, to insure the delivery goods against theft, fire, water and other damage, unless the buyer can provide evidence of already having done so himself. 10.11 In the event of behavior on the part of the buyer which violates the agreement, in particular in the event of delayed payment, we shall be entitled to repossess the delivery goods after an appropriate reminder process and the buyer shall be obligated to return the goods. 10.12 The filing of a petition for insolvency proceedings shall entitle to withdraw from the agreement and to demand the immediate return of the delivery goods.

Retention of Ownership. 10.1 (1) We reserve the right of ownership and the right of disposition to the delivery goods until such time as all payments from the supply agreement and any previous agreements have been received. This includes accounts receivable from checks and bills of exchange as well as those from current accounts. Should a liability related to payment by bill of exchange accrue to us in the course of the buyer's payment, then this shall in no way eliminate our retention to ownership before the possibility of us being invoked for the bill of exchange is excluded. . (2) Prior to the full and complete settlement of our aforesaid accounts receivable, the buyer shall be entitled to continue using the delivered products in the proper course of his ordinary business, unless a non-assignment agreement has been entered into with third parties for accounts receivable pursuant to point 10.4 10 (5) which have been assigned to us in advance. Prior to full and complete settlement, pledging and assignment as security shall be prohibited and resale shall only be permitted for resellers in the course of their usual business, under the condition that the reseller receives payment from his customer and forwards it to us immediately. Any intervention expenses which may arise are to be born by the buyer. 10.2 (3) In the case of attachments, confiscation or other dispositions and interference by third parties, the buyer is to notify us immediately. 10.3 (4) In the event of behavior of the buyer which violates the agreement, in particular in the event of delayed payment, we shall be entitled, after issuing appropriate payment reminder, to reclaim the delivery goods and the buyer shall be obligated to relinquish these. 10.4 (5) The assertion of the reservation of ownership as well as the attachment of the delivery goods by us shall not be deemed to constitute withdrawal from the agreement, provided that the German Installment Purchase Act does not apply. 10.5 (6) The buyer at this point assigns to us all accounts receivable up to the proportionate amount of our invoice, including sales tax/VAT with all ancillary rights, which he accumulates through resale to customers or third parties. This shall also apply in cases where the buyer has placed the purchase money claim which has accrued to him through resale into a current account arranged with a customer or third party. We will accept the assignment. 10.6 (7) In the event of connection with real estate or moveable property belonging to third parties or with processing within the framework of a contract for work and services, then the buyer at this point assigns to us the receivables for work compensation and/or the resulting share of co ownership coownership up to the proportionate amount of our invoice, including sales tax/VAT for the jointly processed conditional goods. We will accept the assignment. 10.7 (8) The buyer is hereby authorized to independently collect the preceding accounts receivable which have been assigned, within the framework of his usual order of business, provided that the collected proceeds are promptly forwarded to us. . (9) Such authorization to collect the assigned accounts receivable shall be revoked in the event of delayed payment, the petition for out of court insolvency proceedings or in the case of protest of a check or bill of exchange. 10.8 (10) To the extent that the delivery goods have become essential components or immovable fixtures of real property, the buyer undertakes, in the event of noncompliance with the agreed payment deadlines, to allow us to dismantle or dismount such objects as can be removed without causing a substantial impediment to the structure, so as retake possession of the objects. If the buyer interferes with our aforesaid rights, then he shall be obligated to compensate us for any resulting damages. The expenses for dismantling, dismounting or other expenses which arise, are to be born borne by the buyer. 10.9 (11) If the realizable value of the collateral securities which have been reserved for us, either solely for the purposes of this retention of ownership clause or together with any other collateral, exceeds our secured claims by more than 10%, then we shall be obligated to the same extent to release collateral of our choice, if the buyer thus demands. 10.10 (12) We are entitled, at the expense of the buyer, to insure the delivery goods against theft, fire, water and other damage, unless the buyer can provide evidence of already having done so himself. 10.11 (13) In the event of behavior on the part of the buyer which violates the agreement, in particular in the event of delayed payment, we shall be entitled to repossess the delivery goods after an appropriate reminder process and the buyer shall be obligated to return the goods. 10.12 (14) The filing of a petition for insolvency proceedings shall entitle to withdraw from the agreement and to demand the immediate return of the delivery goods.

Retention of Ownership. 10.1 We reserve the right The Vendor retains ownership of ownership and the right of disposition to the delivery goods until such time as all payments from the supply agreement and any previous agreements have been received. This includes accounts receivable from checks and bills of exchange as well as those from current accounts. Should a liability related to payment by bill of exchange accrue to us in the course of the buyer's payment, then this shall in no way eliminate our retention to ownership before the possibility of us being invoked for the bill of exchange is excluded. Prior to the full and complete settlement of our aforesaid accounts receivable, the buyer shall be entitled to continue using the delivered products until all of its accounts receivable arising from the busi- ness relationship with the Buyer are paid in full. Transformation or processing of reserved goods by the Buyer is always performed on behalf of the Vendor, with no resulting obligation to the Vendor. Ownership of the new items in their particular state of transformation or processing vests in the proper course Vendor. If the Vendor´s reserved goods are transformed, processed, intermixed, mingled or combined with other products that do not belong to it, then co-ownership of his ordinary business, unless a non-assignment agreement has been entered into with third parties for accounts receivable pursuant to point 10.4 which have been assigned to us in advance. Prior to full and complete settlement, pledging and assignment as security shall be prohibited and resale shall only be permitted for resellers the new item vests in the course of their usual business, under Vendor in proportion to the condition that ratio between the reseller receives payment from his customer and forwards it to us immediately. Any intervention expenses which may arise are to be born by the buyer. 10.2 In the case of attachments, confiscation or other dispositions and interference by third parties, the buyer is to notify us immediately. 10.3 In the event of behavior invoice price of the buyer which violates the agreement, in particular in the event of delayed payment, we shall be entitled, after issuing appropriate payment reminder, to reclaim the delivery reserved goods and the buyer shall be obligated to relinquish these. 10.4 The assertion invoice price of the reservation other products. The Buyer may sell in the normal course of ownership as well as business the attachment reserved goods of which the Vendor has sole or joint ownership; the Buyer is barred from pleading, chattel mortgaging, and assigning for security. The Buyer hereby assigns to the Vendor in advance all claims accruing to it from the resale of the delivery reserved goods or of the products created through transformation, processing, intermixing, mingling or combination. This applies also if the pro- ducts are sold for the total price with other products that do not belong to the Vendor. If a third party has by us shall not be deemed to constitute withdrawal from law acquired ownership or joint ownership rights in the agreementproduct as a result of transformation, provided that processing, intermixing, mingling or combination, then the German Installment Purchase Act does not apply. 10.5 The buyer at this point Buyer likewise hereby and in advance assigns to us all accounts receivable the Vendor the claims ac- cruing to it against the third party. Assignments for the purpose of this paragraph are made only up to the proportionate amount of our invoice, including sales tax/VAT with all ancillary rights, the invoice price or the objective conditions are present under which he accumulates through resale it is the Buyer´s duty to customers file an insolvency application. The Buyer agrees to keep the reserved goods insured against the usual risks. It assigns the Vendor hereby and in advance its compensation claims against its insurer for loss of or third parties. This shall also apply in cases where the buyer has placed the purchase money claim which has accrued to him through resale into a current account arranged with a customer or third party. We will accept the assignment. 10.6 In the event of connection with real estate or moveable property belonging to third parties or with processing within the framework of a contract for work and services, then the buyer at this point assigns to us the receivables for work compensation and/or the resulting share of co ownership up damage to the proportionate amount of our invoice, including sales tax/VAT for the jointly processed conditional reserved goods. We will accept The Vendor hereby accepts the assignment. 10.7 Buyer´s assignments provided in this clause. The buyer Vendor agrees to release at its discretion, at the Buyer´s request, the security interests to which it is hereby authorized to independently collect entitled under the preceding accounts receivable which have been assigned, within the framework of his usual order of business, provided that the collected proceeds are promptly forwarded provisions to us. Such authorization to collect the assigned accounts receivable shall be revoked in the event of delayed payment, the petition for out of court insolvency proceedings or in the case of protest of a check or bill of exchange. 10.8 To the extent that their value exceeds the delivery goods have become essential components or immovable fixtures of real property, the buyer undertakes, in the event of noncompliance with the agreed payment deadlines, to allow us to dismantle or dismount such objects as can be removed without causing a substantial impediment to the structure, so as retake possession of the objects. If the buyer interferes with our aforesaid rights, then he shall be obligated to compensate us for any resulting damages. The expenses for dismantling, dismounting or other expenses which arise, are claims to be born by the buyer. 10.9 If the realizable value of the collateral securities which have been reserved for us, either solely for the purposes of this retention of ownership clause or together with any other collateral, exceeds our secured claims by more than 10%. If the Buyer´s assistance is needed to make the reservation of ownership effective, then we shall be obligated to as, for example, in the same extent to release collateral case of our choiceregistrations that are required by law in the Buyer´s country, if the buyer thus demands. 10.10 We are entitledBuyer must act accordingly. If the Buyer is in default of a payment, the Vendor may prohibit the Buyer from disposing of the reserved goods in full or, at the expense Vendor´s discretion, in part, for example by permitting only their sale or further processing. If the Buyer is in default of a payment, the Vendor may prohibit the Buyer from disposing of the buyerreserved goods in full or, at the Vendor´s discretion, in part, for example by permitting only their sale or further processing. If the objective conditions are present under which the Buyer is subject to insure the delivery goods against theftduty to file an insolvency applica- tion, firethe Buyer must without need of a demand to that effect, water and other damage, unless the buyer can provide evidence of already having done so himself. 10.11 In the event of behavior on the part refrain from disposing of the buyer which violates reserved goods in any manner whatsoever. The Buyer is obliged to inform the agreement, in particular in Vendor promptly of its inventory of reserved goods. In this case the event of delayed payment, we shall be Vendor is further entitled to repossess rescind the delivery goods after an appropriate reminder process and the buyer shall be obligated to return the goods. 10.12 The filing of a petition for insolvency proceedings shall entitle to withdraw from the agreement contract and to demand claim the immediate return of the delivery reserved goods. If the reserved goods have been transformed, processed, intermixed, mingled or combined with other products, the Vendor is entitled to demand their surrender to a trustee; the Buyer is obliged to disclose all co-owners of the reserved goods along with their names or firm names, addresses, and co-ownership shares. The same applies mutatus mutandis to claims that have been assigned to the Vendor in accordance with the preceding paragraphs; in addition, the Buyer must on its own provide the Vendor with the names and addresses of all debtors along with copies of the documents the claims against them.

Retention of Ownership. 10.1 We reserve the right of ownership and the right of disposition 7.1 Unless otherwise agreed in writing by RDCCO Pty Ltd, no legal or equitable title to the Permaconn System passes to the Customer. 7.2 The parties acknowledge: 7.2.1 the Customer holds the Permaconn System as bailee of RDCCO Pty Ltd returnable at the will of RDCCO Pty Ltd and without prior demand of RDCCO Pty Ltd; 7.2.2 without limiting clause 7.2.1, on demand by RDCCO Pty Ltd, the Customer must immediately deliver or procure the delivery goods until such time as all payments from the supply agreement and any previous agreements have been received. This includes accounts receivable from checks and bills of exchange as well as those from current accounts. Should a liability related to payment by bill of exchange accrue to us in the course of the buyer's paymentPermaconn System, then this shall in no way eliminate our retention to ownership before the possibility of us being invoked for the bill of exchange is excluded. Prior to the full and complete settlement of our aforesaid accounts receivable, the buyer shall be entitled to continue using the delivered products in the proper course of his ordinary business, unless a non-assignment agreement has been entered into with third parties for accounts receivable pursuant to point 10.4 which have been assigned to us in advance. Prior to full and complete settlement, pledging and assignment as security shall be prohibited and resale shall only be permitted for resellers in the course of their usual business, under the condition that the reseller receives payment from his customer and forwards it to us immediately. Any intervention expenses which may arise are to be born by the buyer. 10.2 In the case of attachments, confiscation or other dispositions and interference by third parties, the buyer is to notify us immediately. 10.3 In the event of behavior any part of the buyer which violates Permaconn System to RDCCO Pty Ltd; 7.2.3 the agreement, in particular in Customer authorises RDCCO Pty to enter the event of delayed payment, we shall be entitled, after issuing appropriate payment reminder, to reclaim the delivery goods and the buyer shall be obligated to relinquish these. 10.4 The assertion of the reservation of ownership as well as the attachment of the delivery goods by us shall not be deemed to constitute withdrawal from the agreement, provided that the German Installment Purchase Act does not apply. 10.5 The buyer at this point assigns to us all accounts receivable up to the proportionate amount of our invoice, including sales tax/VAT with all ancillary rights, which he accumulates through resale to customers or third parties. This shall also apply in cases premises where the buyer has placed the purchase money claim which has accrued to him through resale into a current account arranged with a customer or third party. We will accept the assignment. 10.6 In the event of connection with real estate or moveable property belonging to third parties or with processing within the framework of a contract for work and services, then the buyer at this point assigns to us the receivables for work compensation and/or the resulting share of co ownership up to the proportionate amount of our invoice, including sales tax/VAT for the jointly processed conditional goods. We will accept the assignment. 10.7 The buyer Permaconn System is hereby authorized to independently collect the preceding accounts receivable which have been assigned, within the framework of his usual order of business, provided that the collected proceeds are promptly forwarded to us. Such authorization to collect the assigned accounts receivable shall be revoked in the event of delayed payment, the petition for out of court insolvency proceedings or in the case of protest of a check or bill of exchange. 10.8 To the extent that the delivery goods have become essential components or immovable fixtures of real property, the buyer undertakes, in the event of noncompliance with the agreed payment deadlines, to allow us to dismantle or dismount such objects as can be removed without causing a substantial impediment to the structure, so as retake possession of the objects. If the buyer interferes with our aforesaid rights, then he shall be obligated to compensate us for any resulting damages. The expenses for dismantling, dismounting or other expenses which arise, are to be born by the buyer. 10.9 If the realizable value of the collateral securities which have been reserved for us, either solely stored for the purposes of taking possession of all or any part of it; 7.2.4 the Customer hereby indemnifies RDCCO Pty Ltd for any damage arising in connection with the recovery of possession of the Permaconn System or any part of the Permaconn System by RDCCO Pty Ltd; and 7.2.5 RDCCO Pty Ltd retains and holds all legal and equitable title and ownership in the Permaconn System. 7.3 The parties acknowledge: 7.3.1 without limiting clause 7.2, all goods supplied to the Customer by RDCCO Pty Ltd under this retention of ownership clause or together with any other collateral, exceeds our secured claims by more than 10%, then we agreement (the Goods) shall be obligated subject to a security interest as that term is defined in the same extent PPSA to release collateral secure payment of our choiceall moneys owing by the Customer to RDCCO Pty Ltd. RDCCO Pty Ltd shall treat the security interest in the Goods as continuing and subsisting security with priority over any registered general security and any unsecured creditors; 7.3.2 the security in the Goods described in clause 7.3.1 extends to any proceeds arising from the sale of the Goods or in any accessions in the Goods or, if the buyer thus demands.Goods become an accession, the accession and the Goods, to secure the Customer’s obligations to RDCCO Pty Ltd under this agreement; 10.10 We are entitled, at 7.3.3 the expense Customer is responsible for all costs incurred by RDCCO Pty Ltd in registering the security interest created under this agreement under the PPSA and all costs of enforcement of that security interest; 7.3.4 to the maximum extent permitted by law: (a) for the purposes of sections 115(1) and 115(7) of the buyerPPSA: 1. RDCCO Pty Ltd need not comply with sections 95, 118, 121(4), 125, 130, 132(3)(d) or 132(4); and 2. sections 142 and 143 are excluded; (b) for the purposes of section 115(7) of the PPSA, RDCCO Pty Ltd need not comply with sections 132 and 137(3); and (c) any other right in favour of the Customer that can be lawfully contracted out of under the PPSA is excluded; 7.3.5 the Customer agrees to insure the delivery goods against theftimmediately notify RDCCO Pty Ltd of any change in its name, fire, water address and other damage, unless the buyer can provide evidence of already having done so himself. 10.11 contact persons details required to enable RDCCO Pty Ltd to register a financing change statement if required. In the event absence of behavior on such notification, the part address held in RDCCO Pty Ltd‘s records is deemed to be the Customer’s relevant address; and 7.3.6 the Customer will not agree, encourage or allow any other person or entity to register a financing statement or security interest in respect of the buyer which violates Goods without the agreement, in particular express written consent of RDCCO Pty Ltd and shall notify RDCCO Pty Ltd as soon as the Customer is aware of any other person taking steps to register an interest in the event of delayed payment, we shall be entitled to repossess the delivery goods after an appropriate reminder process and the buyer shall be obligated to return the goodsGoods. 10.12 The filing of a petition for insolvency proceedings shall entitle to withdraw from the agreement and to demand the immediate return of the delivery goods.

Retention of Ownership. 10.1 10.1. We reserve the right of ownership and the right of disposition to the delivery goods until such time as all payments from the supply agreement and any previous agreements have been receiveduntil 10.2. This includes accounts receivable from checks and bills of exchange as well as those from current accounts. Should a liability related to payment by bill of exchange accrue to us in the course of the buyer's payment, then this shall in no way eliminate our retention to ownership before the possibility of us being invoked for the bill of exchange is excluded. Prior to the full and complete settlement of our aforesaid accounts receivable, the buyer shall be entitled to continue using the delivered products in the proper course of his ordinary business, unless a non-assignment agreement has been entered into with third parties for accounts receivable pursuant to point 10.4 which have been assigned to us in advance. Prior to full and complete settlement, pledging and assignment as security shall be prohibited and resale shall only be permitted for resellers in the course of their usual business, under the condition that the reseller receives payment from his customer and forwards it to us immediately. Any intervention expenses which may arise are to be born by the buyer. 10.2 In the case of attachments, confiscation or other dispositions and interference by third parties, the buyer is to notify us immediately. 10.3 10.3. In the event of behavior of the buyer which violates the agreement, in particular in the event of delayed payment, we shall be entitled, after issuing appropriate payment reminder, to reclaim the delivery goods and the buyer shall be obligated to relinquish these.event 10.4 10.4. The assertion of the reservation of ownership as well as the attachment of the delivery goods by us shall not be deemed to constitute withdrawal from the agreement, provided that the German Installment Purchase Act does not apply. 10.5 10.5. The buyer at this point assigns to us all accounts receivable up to the proportionate amount of our invoice, including sales tax/VAT with all ancillary rights, which he accumulates through resale to customers or third parties. This shall also apply in cases where the buyer has placed the purchase money claim which has accrued to him through resale into a current account arranged with a customer or third party. We will accept the assignment. 10.6 10.6. In the event of connection with real estate or moveable property belonging to third parties or with processing within the framework of a contract for work and services, then the buyer at this point assigns to us the receivables for work compensation and/or the resulting share of co ownership coownership up to the proportionate amount of our invoice, including sales tax/VAT for the jointly processed conditional goods. We will accept the assignment. 10.7 10.7. The buyer is hereby authorized to independently collect the preceding accounts receivable which have been assigned, within the framework of his usual order of business, provided that the collected proceeds are promptly forwarded to us. Such authorization to collect the assigned accounts receivable shall be revoked in the event of delayed payment, the petition for out of court insolvency proceedings or in the case of protest of a check or bill of exchange. 10.8 10.8. To the extent that the delivery goods have become essential components or immovable fixtures of real property, the buyer undertakes, in the event of noncompliance with the agreed payment deadlines, to allow us to dismantle or dismount such objects as can be removed without causing a substantial impediment to the structure, so as retake possession of the objectsagreed 10.9. If the buyer interferes with our aforesaid rights, then he shall be obligated to compensate us for any resulting damages. The expenses for dismantling, dismounting or other expenses which arise, are to be born by the buyer. 10.9 If the realizable value of the collateral securities which have been reserved for us, either solely for the purposes of this retention of ownership clause or together with any other collateral, exceeds our secured claims by more than 10%, then we shall be obligated to the same extent to release collateral of our choice, if the buyer thus demands. 10.10 10.10. We are entitled, at the expense of the buyer, to insure the delivery goods against theft, fire, water and other damage, unless the buyer can provide evidence of already having done so himself. 10.11 10.11. In the event of behavior on the part of the buyer which violates the agreement, in particular in the event of delayed payment, we shall be entitled to repossess the delivery goods after an appropriate reminder process and the buyer shall be obligated to return the goods. 10.12 10.12. The filing of a petition for insolvency proceedings shall entitle to withdraw from the agreement and to demand the immediate return of the delivery goods.