Retention of Title Sample Clauses
The Retention of Title clause establishes that ownership of goods remains with the seller until the buyer has paid in full. In practice, this means that even after delivery, the buyer does not legally own the goods until all payment obligations are satisfied, and the seller may reclaim the goods if payment is not made. This clause primarily protects the seller from the risk of non-payment by ensuring they can recover their property if the buyer defaults.
POPULAR SAMPLE Copied 656 times
Retention of Title. The extended retention of title applies to all deliveries. All delivered goods remain our property until full payment. We must be informed immediately of any seizures or attachments by third parties. The Buyer may also resell our goods only under retention of title. In the event of resale of unpaid goods, the proceeds of the sale shall be assigned to us without further ado to the amount of our invoice. The Buyer undertakes to inform his customer of the assignment at our request. We retain title to the delivery item until receipt of all payments arising from the business relationship with the Buyer. The retention of title shall extend to the acknowledged balance insofar as we book claims against the Buyer in current invoices [current account retention]. In case of breach of contract by the Buyer, in particular in case of default of payment, we shall be entitled to take back the goods. Taking back the goods does not constitute a withdrawal from the contract unless we expressly declare this in writing. After taking back the purchased goods, we shall be entitled to dispose of them. The utilization can take place by private sale to third dealers and/or final consumers. In the event of realization, we shall be entitled to grant the third party purchasers a price reduction of up to 70 % compared to the regular list prices. The proceeds of the realization shall be credited against the Buyer’s liabilities less a lump sum for realization costs of 10 % of the sales proceeds. The Buyer shall be entitled to resell the goods in the ordinary course of business as long as he is not in default of payment. The Buyer hereby assigns to us all claims in the amount of the final invoice amount agreed with him [including value added tax] which accrue to him from the resale against his customers or third parties, irrespective of whether the purchased goods have been resold without or after processing. Upon request, the Buyer shall provide us with a detailed list of the assigned claims, including the names and addresses of the Buyers, the amount of the claims and the invoice data, and shall provide us with all information necessary for the assertion of the assigned claims and allow us to verify them. Furthermore, the Buyer is obliged to disclose the assignment to his customers.
Retention of Title.
9.1. The ownership of Goods shall remain the sole and absolute ownership of Supplier until such time as Purchaser has paid in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.
9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law.
9.3. Until Purchaser becomes the full and unconditional owner of the Goods in accordance with Section 9.1:
(a) Purchaser shall store the Goods separately from his own goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;
(b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;
(c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof;
(d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;
(e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation of the Goods; and
(f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goods.
Retention of Title. 11.1. Title to all delivered goods remains with the Seller until the Buyer has paid all sums owing to the Seller in connection with the respective Contract and all other obligations of the Buyer towards the Seller arising under or in connection with the respective Contract have been fulfilled. Any processing of the delivered goods by the Buyer takes place on behalf of the Seller without imposing obligations on the Seller. If the delivered goods are processed with other goods not owned by the Seller, the Seller acquires a co-ownership on the newly produced goods pro rata the value of the delivered goods at the time of the processing.
11.2. The Buyer shall be entitled to sell the delivered goods in the usual course of business. Any possible claims resulting from such sale shall herewith be assigned to the Seller in advance and the Buyer shall undertake all necessary publicity requirements for enforceability of such assignment. The Buyer shall provide the Seller with written customer lists upon the Seller’s request. If the Buyer sells any goods co-owned by the Seller, the assignment shall apply in the same volume as this co-ownership. The Seller shall be entitled to collect the assigned sum.
11.3. The Buyer is obliged to appropriately insure the goods still owned by the Seller against all common risks, particularly against fire, burglary or damage caused by water at its own expense, to treat them cautiously and store them properly.
11.4. In case the Buyer is in delay of overdue payment considering a grace period of 10 working days, the Seller shall be entitled to demand restitution of the delivered goods or to collect the delivered goods and to sell them as they are (i.e. including their packing) to any third persons. One or several of these acts shall not be considered as termination of the respective orders and does not relieve the Buyer to effect payment of the invoiced amounts. In case the delivered goods are sold to third parties by the Seller, the Buyer states and guarantees that this will not result in the infringement of any intellectual property rights (e.g. trademark rights with regard to signs, logos and words, etc.) that are imprinted on the respective goods or packaging and waives any rights the Buyer may have against the Seller resulting therefrom.
11.5. The Seller may, at its free discretion, however, also terminate the unpaid order, without limiting any of the Seller’s claims arising out of or in connection with the Buyer’s breach of contract,...
Retention of Title. 5.1 SELLER is granted the following security until BUYER has satisfied all of its obligations arising out of the Contract: If the value of the security granted to SELLER constantly exceeds the total amount of SELLER s claims against BUYER by more than 20 %, then upon BUYER’s request SELLER shall reduce the security accordingly, insofar as a partial reduction of the security is possible without giving up the security entirely.
5.2 SELLER retains title to all products until products are fully paid. Incase SELLER loses title be-cause of an integration of SELLER s supplied products into other systems or products, BUYER’s (co-)ownership of the product resulting from the integration shall automatically be transferred to SELLER pro rata the value of SELLER s product to the value of the merged/combined product (as invoiced).BUYER shall possess the products to which SELLER has(co- )ownership as bailee for SELLER free of charge. Products to which SELLER has(co-)ownership, hereinafter are called “retention-of-title-property“.
5.3 BUYER is authorized to sell and process the retention-of-title-property in the ordinary course of business as long as BUYER is not in default of payment. BUYER shall retain title to the retention-of-title-property until BUYER has been fully paid by its customer. BUYER is not authorized to pledge or transfer the property by way of security. BUYER hereby assigns to SELLER in advance BUYER s claim for the purchase price against its customer or claims for any other reason (insurance, tort) concerning the retention-of-title-property (including the claim for the balance from cur-rent accounts), as security. ▇▇▇▇▇▇ hereby authorizes BUYER, which authorization can be withdrawn at any time, to collect such claims that are assigned to SELLER on SELLER s behalf but in BUYER s name. This authority to collect claims can only be withdrawn in case BUYER does not correctly meet its payment obligations. In case BUYER sells the retention-of-title-property together with other products, the assignment shall only comprise the part of the total claim which corresponds to the purchase price for the products in question as agreed upon between BUYER and SELLER plus 20 % thereof.
5.4 If the retention-of-title-property is attached or levied upon, the BUYER shall inform such third party of SELLER s property and shall immediately inform SELLER thereof, submitting all documents. BUYER shall bear all cost and damages.
5.5 In case BUYER is in default of meeting its obligat...
Retention of Title. 1. Notwithstanding the other provisions in these Sales Conditions, ▇▇▇▇▇ shall retain ownership and title to the Products delivered to the Purchaser by ▇▇▇▇▇ until the Purchaser has made full and final payment of all amounts (including interest, costs and penalties) that it owes to ▇▇▇▇▇ under all Agreements entered into between ▇▇▇▇▇ and the Purchaser, including all joint obligations and all claims by ▇▇▇▇▇ based on default on the part of the Purchaser with regard to these Agreements. Nevertheless, the Purchaser may, in the ordinary course of its business, process or, in the event the Purchaser is a distributor of ▇▇▇▇▇, sell these Products owned by ▇▇▇▇▇.
2. The Purchaser shall at its own expense obtain adequate insurance coverage for the Products owned by ▇▇▇▇▇. This coverage shall be for loss, theft and any other risks for which insurance is ordinarily obtained in the country in which the Purchaser has its headquarters/ storage warehouse. At the first request of ▇▇▇▇▇ Purchaser will present ▇▇▇▇▇ a copy of the insurance policy as well as proof of payment.
3. Where the laws of the country or countries for which the Products are intended, to which the Products are sent, or in which the Purchaser is situated do not acknowledge retention of title in this way or set specific requirements for the validity or vesting of this right, in whole or in part, the Purchaser shall inform ▇▇▇▇▇ thereof in full before the delivery of the Products. The Purchaser shall, at ▇▇▇▇▇’▇ first request, co-operate in satisfying these requirements or - at ▇▇▇▇▇’▇ sole discretion and on behalf of ▇▇▇▇▇, - vest in the Products (whether delivered yet or not) a security right that shall be similar in effect to retention of title and that shall be effective against third parties. By entering into an Agreement the Purchaser grants ▇▇▇▇▇ irrevocable authority to take any measures necessary to effect the above.
4. As long as any Products are subject to retention of title or the Purchaser is subject to any other obligation to vest or to arrange for the vesting of a similar security right on the Products pursuant to the provisions in article 11(3) of the Sales Conditions, the Purchaser shall not grant a pledge on the Products delivered by ▇▇▇▇▇ or encumber them in any way.
Retention of Title a. The Work remains the Seller's property until the Buyer has paid for it and discharged all other debts owing to the Seller.
b. If the Buyer becomes subject to Insolvency and the Work has not been paid for in full the Seller may take the goods back and, if necessary, enter the Buyer's premises to do so, or to inspect and/or label the goods so as to identify them clearly.
c. If the Buyer shall sell the goods before they have been paid for in full he shall hold the proceeds of sale on trust for the Seller in a separate account until any sum owing to the Seller has been discharged from such proceeds.
d. Where the Buyer is in breach of these Terms or performs any act of Bankruptcy or Insolvency the Seller reserves the right to approach the Buyer's customer and to offer the Work directly to them, notwithstanding the fact that this will involve advising the Buyer’s customer that the Buyer is in breach or in default.
Retention of Title a. Property in all the Goods supplied shall remain vested in the Company and shall not pass to the Customer until all monies owing to the Company by the Customer together with all collection, repossession and/or legal costs incurred, have been paid in full.
b. The Goods, whether as separate chattels or as components, shall be stored in such a manner as to be clearly identifiable as the property of the Company until title has passed to the Customer.
c. The Company may demand at any time until title has passed to the Customer that the Customer returns the Goods or any part of them.
d. In the event that the Customer defaults in the payment of any monies owing to the Company, the Company and its employees or agents shall have the right to enter without notice upon the Customer's premises or any other premises where the Goods are known to be stored to repossess the Goods and for this purpose the Customer shall grant reasonable access rights and the Company, its employees or agents shall be entitled to do all things required to secure repossession.
Retention of Title. The Goods shall remain the property of the Seller until paid for in full, to the extent that such retention of title is legally valid.
Retention of Title. 8.1. All goods supplied by the Contractor to the Client shall be at the Client’s risk immediately on delivery to the Client or immediately on delivery as directed by the Client or immediately on collection by the Client’s transport contractor as the case may be.
8.2. Notwithstanding that risk or loss or damage to the goods passes to the Client in accordance with sub-clause 8.1 above, goods delivered by the Contractor shall remain the property of the Contractor until all debts owing by the Client to the Contractor have been paid, notwithstanding that payments may be made for the purpose of settlement of specifically designated claims.
8.3. The Client acknowledges that until title in and to the goods passes to the Client in accordance with this clause, the Client holds the goods as bailee of the Contractor and that a fiduciary relationship exists between the Client and the Contractor.
8.4. Until payment of all debts owing by the Client to the Contractor, the Client may sell the goods or any part thereof in the name of the Client in the ordinary course of business, but does so as a fiduciary agent of the Contractor (but the Client shall not hold itself out as such), provided that such sales shall not give rise to any obligations on the part of the Contractor and on terms which will not prejudice the Contractor’s ability to obtain the sale proceeds thereof. The Client may, for the purpose of any such sale, part with possession of the goods and shall hold the proceeds of sale on trust for the Contractor in a separate account.
8.5. These provisions apply notwithstanding any arrangement under which the Contractor provides credit to the Customer. To the extent there is any inconsistency, these provisions shall prevail.
8.6. The Contractor may recover the price of the goods by legal action, and may serve a statutory demand pursuant to the Corporations ▇▇▇ ▇▇▇▇ (Clth) and file an application for the appointment of a Liquidator to the Client, if the goods are not paid for within the Contractor’s usual credit terms or any separate arrangement for credit made by the Contractor with the Client, notwithstanding that property in the goods has not passed to the Client.
8.7. Until payment of all debts owing to the Contractor by the Client, the Client shall store the goods separately and in such a manner that they are clearly identified as the property of the Contractor. The Contractor may, without prejudice to any of its other rights, without any notice, retake and resume p...
Retention of Title. Lessor shall and hereby does retain full legal title to and beneficial ownership of each Unit for all purposes (including for all tax purposes) notwithstanding the delivery to and possession and use of such Unit by Lessee hereunder or any Sublessee under any sublease permitted hereby.