Common use of Retention of Title Clause in Contracts

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.

Appears in 2 contracts

Sources: General Terms and Conditions, General Terms and Conditions

Retention of Title. The extended retention of title applies to all deliveries. All delivered goods Supplied Goods shall remain our Seller’s property until full paymentfulfillment by Customer of its payment obligations as described above. We must be informed immediately As such: (a) If Goods are processed combined, and/or mixed by Customer with other goods belonging to him, then Seller has the entire ownership on the new goods. If Goods are processed, combined, and/or mixed by Customer with other goods belonging to other suppliers, then Seller has a joint ownership right in the whole value of any seizures or attachments by third parties. The Buyer may also resell our the new goods only under retention of titlewith such suppliers. In such case, Seller’s ownership shall be calculated on the event basis of resale the ratio of unpaid the invoiced value of the Goods to the invoiced value of all goods, which were used for manufacturing 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 new goods. (b) As long as we book claims against the Buyer Customer is not in current invoices [current account retention]. In case of breach of contract by the Buyerdefault and provided that it reserves its property rights, 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 Customer is exclusively entitled to resell the goods Goods in the ordinary course of business business. Use of Goods for executing service contracts and contracts for work, labour and material is herein regarded as long as he a resale. (c) Customer’s receivables arising out of the resale of Goods are already assigned, for security purposes, exclusively to Seller. Customer is not entitled to collect the receivables from reselling, unless Seller withdraws the direct debit authorization in default case of paymentany doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any of its payments. The Buyer hereby assigns In the event Seller withdraws the direct debit authorization, Customer is obliged (i) to us inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all claims information and documents necessary in order to establish and confirm Seller’s rights with respect to third parties. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing security interests obtained by Customer for the benefit of Seller exceeds in total more than 20 % the total invoiced 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 partiescontractual debt of Customer, irrespective of whether the purchased goods have been resold without or after processing. Upon Seller is obliged, upon Customer’s request, to release Goods selected by Seller. (d) Customer shall have 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 datasole liability for, and shall provide us bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes (i) to take a general liability all information necessary for risks insurance policy, at its own cost, including coverage as to the assertion deterioration and/or theft of all or a part of Goods and/or of the assigned claims new goods and allow us (ii) provide to verify them. FurthermoreSeller, at its first request, a certificate confirming both such insurance coverage and the Buyer is obliged to disclose payment of the assignment to his customersinsurance premium related thereto.

Appears in 2 contracts

Sources: General Conditions of Sale, General Conditions of Sale

Retention of Title. The extended retention of 6.1 We reserve the title applies to all deliveries. All delivered the property in goods remain our property supplied until full payment. We must be informed immediately payment of any seizures or attachments by third parties. The Buyer may also resell our goods only under retention accounts, including accounts acc- ruing in the future, arising out of titlethe business connection, even if payments referring to particularly identified accounts are made. In the event of resale open account the reserved pro- perty shall be deemed collateral to our current account balance claims. 6.2 Goods subject to retention of unpaid goods, title may only be sold according to the proceeds rules of business transactions. This shall no longer apply in the event of the sale Purchaser being on default. The Purchaser shall not be assigned entitled to pledge or assign goods as collateral. Pledging on the part of any third parties shall immediately be notified to us. 6.3 Any manipulation, processing or connection of our goods performed by the Purchaser shall in all cases be made for us without the event of liabilities accruing to us. In the event of processing, manipulation or connection to other items not under our ownership, we reserve the right of co-ownership to the new item in an amount resulting from the ratio of the invoice value of processed, manipulated or connected goods subject to retention of title to the value of the new item. 6.4 For collateral purposes the Purchaser shall fully assign to us without further ado all claims against any third parties, including any current account balance claims on an open item basis, attributa- ble to the Purchaser in connection with the use of goods subject to retention of title, particularly through resale, manipulation and processing or due to another legal cause (e.g. unlawful act) in the amount of the invoice value of our invoicegoods. Any assignment shall act as collateral to any of our claims and particularly to indemnity claims raised against the Purchaser. The Buyer undertakes Purchaser shall be entitled to inform his customer collect assi- gned claims prior to our revocation. In the event of default or other indications of the assignment at Purchaser’s financial difficulties, the direct debit authorisation shall expire without express revocation. 6.5 If the total realisable value of existing collateral exceeds our claims by more than 10 %, we shall in this extent be com- mitted to release collateral selected by us on the Purchaser’s request. 6.6 In the event of default, the Purchaser shall, upon our request. We retain , be committed to provide particulars suitable for the enforcement of our rights of retention of title, in particular to issue a statement on goods subject to retention of title and their destination. 6.7 If the Purchaser fails to accomplish the delivery item until receipt Purchaser’s com- mitments arising out of all payments arising from the mutual business relationship with connections, the Buyer. The Purchaser’s right to own goods subject to retention of title shall extend to the acknowledged balance insofar as we book claims against the Buyer expire. We shall 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 such cases be entitled to take back goods subject to retention of title. We shall also be enti- tled to enter the goodsPurchaser’s company grounds or other pre- mises for the purpose of taking possession of goods subject to retention of title. Taking back the goods does not subject to retention of title shall constitute a withdrawal rescission from the contract unless we expressly declare this in writingcontract. After taking back the purchased goods, we We shall be entitled to dispose commercialise goods subject to retention of themtitle after their return. The utilization can take place by private sale to third dealers and/or final consumers. In Proceeds resulting from the event of realization, we valorisa- tion shall be entitled to grant reduced by reasonable valorisation costs and then be offset against amounts owed by 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 customersPurchaser.

Appears in 2 contracts

Sources: Sales Contracts, Sales Contracts

Retention of Title. The extended retention of title applies to all deliveries. All Title in the Products delivered goods will remain our property vested in AkzoNobel until the purchase price has been paid in 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 Pending payment Buyer will hold 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 invoiceunused Products in trust for AkzoNobel. 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 Except for in current invoices [current account retention]. In case of breach of contract by the Buyer, in particular in a case of default of payment, we shall be entitled to take back Buyer may sell 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 Products in the ordinary course of business as long as he is not in default of paymentits business. The Buyer hereby assigns to us all claims in connection with the amount resale of the final Products to AkzoNobel (extended retention of title). Buyer is entitled to collect these claims on behalf of AkzoNobel, unless being in default. If the Products delivered are processed, AkzoNobel shall be considered the manufacturer of the newly produced goods and shall directly acquire sole title to the newly produced goods. If the processing involves the use of other materials not supplied by AkzoNobel, AkzoNobel shall directly acquire joint title to the newly produced goods in the proportion of the invoice amount agreed value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of such other materials. If the Products delivered by AkzoNobel are combined or blended with him [including material owned by Buyer, which has to be considered the main material, Buyer shall transfer to AkzoNobel joint title to the newly produced goods in the proportion of the invoice value added tax] which accrue of the Products delivered by AkzoNobel to him the invoice value (or, if the invoice value cannot be determined to the market value) of the main material. Buyer holds in custody for AkzoNobel any sole or joint ownership in the Products and the newly produced goods as set forth above at no expense for AkzoNobel and will insure those goods against defects or loss. Buyer hereby assigns all rights deriving from this insurance coverage to AkzoNobel. AkzoNobel hereby accepts this assignment. If Buyer is in default, AkzoNobel is entitled to retreat from the resale against his customers sale and to take back the Products or third parties, irrespective of whether to claim from Buyer the purchased goods have been resold without or after processing. Upon request, the Buyer shall provide us with a detailed list cedation of the assigned claimsright of trover against any third party. Should a security right obtained in connection with these Terms and Conditions exceed AkzoNobel’s claims by more than 15 %, including AkzoNobel hereby waives such security right to the names and addresses of the Buyers, the amount of the extent it exceeds it own 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 customersby more than this degree.

Appears in 2 contracts

Sources: Terms and Conditions of Sale, Terms and Conditions of Sale

Retention of Title. The extended retention of (1) Seller retains title applies to all deliveries. All delivered goods remain our property supplied by it 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 payment of the sale shall be assigned to us without further ado to amounts invoiced. If the amount goods have been used in the production or completion of our invoiceother goods or plants or constructions, etc. 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 such product achieved by using the acknowledged balance insofar as we book claims against goods or services which have not been paid and to any turnover or income generated by it. If goods which are the property of the Seller are mixed, blended or combined with other items, 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 already at 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 point assigns his ownership rights or co-ownership rights to the regular list prices. The proceeds new item to the Seller and shall hold the item in safe custody for the Seller with the care of the realization shall be credited against the Buyer’s liabilities less a lump sum for realization costs of 10 % of the sales proceedsprudent businessman. The Buyer shall be entitled to resell may only sell the goods products which are the property of the Seller in the ordinary course of business as long as provided that he is not in default of paymentpayment and ensures that monies received are transferred to Seller. The Buyer hereby ▇▇▇▇▇▇, ▇▇▇▇▇ assigns his purchase price claims from resale vis-à-vis his customers to us all claims the Seller and shall make the notification which is required for this assignment clause to become effective in his books or on his invoices. In the amount case of assignment, the Seller shall also be entitled to notify the customers of the final invoice amount agreed with him [including value added tax] which accrue Buyer. If there are any unsettled or scheduled payments to him from be made by Buyer vis-à-vis Seller any Seller’s consent to resale or combine the resale products shall automatically expire, if insolvency proceedings are opened over the assets of Buyer. (2) In the event of any third-party action against his customers Seller’s or third partiesservice results (such as plans, irrespective drawings) delivered under retention of whether the purchased goods have been resold without title or after processing. Upon requestany receivables assigned to Seller, the Buyer shall provide us notify such party of Seller’s property/ right and immediately inform Seller about such action. Buyer shall bear the costs of any intervention. (3) If Buyer shall be in breach of contract, in particular in payment default, it shall, upon Seller’s demand, immediately return all goods delivered under retention of title and assign to Seller any repossession claims against any third party in conjunction with such goods. Any repossession or enforcement proceedings with regard to the goods delivered under retention of title shall not be regarded as a detailed list rescission of the assigned claimsthis Agreement. (4) Any assignment of this Agreement, including the names or of any rights or obligations hereunder by ▇▇▇▇▇ without prior written consent of Seller shall be null 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 customersvoid.

Appears in 2 contracts

Sources: General Terms and Conditions, General Terms and Conditions

Retention of Title. The extended retention of title applies to all deliveries7.1. 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 To the extent permitted under retention of title. In the event of resale of unpaid goodsapplicable laws, the proceeds full legal title and ownership of the sale Goods (“Reserved Goods”) shall be assigned to us without further ado not pass to the amount of our invoice. The Buyer undertakes until the Seller has received payment in full for (i) the Goods; and (ii) any other goods or services that the Seller has supplied 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 For the sake of title shall extend to clarity, the acknowledged balance insofar as we book claims against risk for the Buyer Reserved Goods passes in current invoices [current account retention]. In case of breach of contract by accordance with 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 proceedsdelivery term. 7.2. The Buyer shall be entitled give the Seller every assistance in taking any measures required to resell protect the goods in Seller’s title to the ordinary course of business as long as he is not in default of paymentReserved Goods. The Buyer hereby assigns shall treat such Reserved Goods with care and store the reserved Goods (at no cost to us the Seller) separately from all other goods. The Buyer is especially required to insure the Reserved Goods to their full replacement value at the Buyer’s own expense. 7.3. The Buyer is entitled to further sell the Reserved Goods in the normal course of business. However, the Buyer shall relinquish to the Seller any claims from the resale to its customers in the amount of the final invoice amount price of the Reserved Goods invoiced by the Seller. If the Reserved Goods are resold together with other items without a single price being agreed with him [including value added tax] which accrue to him from for the resale against his customers or third parties, irrespective of whether the purchased goods have been resold without or after processing. Upon requestReserved Goods, the Buyer shall provide us with a detailed list relinquish to the Seller that part of the assigned claims, including total price that corresponds to the names and addresses price of the BuyersReserved Goods invoiced by the Seller (including VAT). 7.4. If the Reserved Goods are further processed and combined or mixed with other items that do not belong to the Seller, the Seller shall be awarded co-ownership in the new object at the proportionate amount which results from the ratio of the value of the combined or mixed reserved Goods to the value of the other combined or mixed items at the date of performing any processing activities. The new item shall thus be deemed as Reserved Goods. The provision concerning the relinquishing of claims in accordance with section 7.3 shall also apply to the new item defined herein. 7.5. If the Buyer fails to make any payment to the Seller when due and the invoice data, and shall provide us compounds with all information necessary its creditors or executes an assignment for the assertion benefit of the assigned claims and allow us to verify them. Furthermoreits creditors or enters into voluntary or compulsory liquidation or has an administrator or administrative receiver appointed over all or part of its assets or takes or suffers any similar action in consequence of debt or becomes insolvent, the Seller shall have the right without prejudice to any remedies: (i) to enter without prior notice any premises where the Reserved Goods owned by it may be restored and to repossess and dispose of any Reserved Goods owned by it so as to discharge any sums owed to it by the Buyer is obliged and (ii) to disclose withhold delivery of any undelivered Goods and stop any Goods in transit to the assignment to his customersBuyer and recover them.

Appears in 2 contracts

Sources: General Sales Conditions, General Sales Conditions

Retention of Title. The extended retention of title applies to all deliveries. 6.1 All delivered goods Goods remain our the property (Reserved Goods) of Seller until full payment. We must be informed immediately any and all of any seizures or attachments by third partiesSeller’s claims against Customer have been fulfilled, in particular the respective balance of claims that are due to Seller within the framework of the business relationship. The Buyer may same holds also true for future and conditional claims. 6.2 If the Customer wilfully or negligently materially breaches the Contract, in particular if Customer is in default of payment with more than 10 % of the invoiced amount for a not insignificant period of time, Seller is entitled – without waiving other claims for damages – to withdraw from the contract and demand from Customer to return the Reserved Goods. After such return of the Reserved Goods, Seller is entitled to resell our goods only under retention of titlethe Reserved Goods. In the event of resale of unpaid goods, the The proceeds of the sale shall be assigned to us without further ado to credited towards the existing liabilities of Customer with deduction of reasonable sales costs. 6.3 Customer shall treat the Reserved Goods carefully and acquire insurance coverage concerning fire, water and theft at its own expense in the amount of our invoice. The Buyer undertakes to inform his customer the reinstatement value 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]Reserved Goods. In case of breach a seizure of contract the Reserved Goods by the Buyera third party, Customer shall indicate Seller’s right of property and inform ▇▇▇▇▇▇ immediately in particular in written form. 6.4 In case of default a treatment or processing of paymentthe Reserved Goods by Customer, we such treatment or processing is conducted for Seller as manufacturer in the sense of Sec. 950 BGB without Seller incurring any obligation. The processed and treated Goods are deemed Reserved Goods in the sense of Clause 6.1. 6.5 If Customer processes, combines or mixes the Reserved Goods with goods owned by third parties, Seller shall be entitled to take back co-ownership of the goodsnew goods in the proportion of the invoice value of the Reserved Goods to the invoice value of the other goods used. Taking back If, due to such combining, mixing or processing, the property of Seller lapses, Customer shall already now transfer to Seller the title or inchoate title to the new inventory or goods does not constitute a withdrawal from to the contract unless we expressly declare this extent of the invoice value of the Reserved Goods, and in writingthe case of processing, in the proportion of the invoice value of the Reserved Goods to the invoice value of the other goods used and shall keep them in safe custody free of cost for Seller. After taking back The co-ownership rights of Seller are deemed Reserved Goods in the purchased sense of Clause 6.1. 6.6 If Seller acquires ownership or co-ownership of the new goods, we it 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 transfer its ownership or co-ownership of the realization shall be credited against new goods to Customer under the Buyer’s liabilities less a lump sum for realization costs of 10 % condition precedent of the sales proceeds. The Buyer full payment of the purchase price. 6.7 Customer shall only be entitled to resell the goods in Reserved Goods within the ordinary due and proper course of business under its normal terms of business and only as long as he Customer is not in default with payments towards Seller, provided that Customer retains title to such goods and transfers the claims arising from such resale to Seller in accordance with Clauses 6.8 and 6.9. Customer is forbidden from making any other disposals of paymentthe Reserved Goods. The Buyer hereby assigns to us all claims in the amount use of the final invoice amount agreed Reserved Goods for the purpose of executing contracts for work and services or for work and materials, especially the firm connection of the Reserved Goods with him [including value added tax] which accrue to him the ground, is also deemed a resale. 6.8 Customer's claims arising from the resale against his customers or third parties, irrespective of whether the purchased goods have been resold without or after processingReserved Goods shall already now be assigned to Seller. Upon requestSeller herewith accepts such assignment. They serve security purposes to the same extent as the Reserved Goods in the sense of Clause 6.1. 6.9 If Customer resells the Reserved Goods together with other goods, the Buyer claims arising from such resale shall provide us with a detailed list be assigned to Seller in the proportion of the assigned claims, including the names and addresses invoice value of the BuyersReserved Goods to the invoice value of the other goods. Seller herewith accepts such assignment. Should goods be resold in which Seller holds a co-ownership share under Clause 6.5, the amount a proportion of the claims from the resale corresponding to such co-ownership share shall be assigned to Seller. Seller herewith accepts such assignment. 6.10 Seller authorizes Customer to assert the claims assigned to Seller in its own name and to the invoice dataaccount of Seller. Seller is entitled to revoke this debit authorization and to assert the claims itself, and if Customer does not fulfil its payment obligations towards Seller. In case of Seller revoking the debit authorization, Customer shall provide us with be obliged to inform all information necessary for the assertion debtors of the assigned claims and allow us to verify them. Furthermore, assignment of the Buyer is obliged to disclose the assignment to his customersclaims.

Appears in 2 contracts

Sources: General Conditions of Sale, General Conditions of Sale

Retention of Title. The extended retention of title applies to all deliveries. All delivered goods Supplied Goods shall remain our Seller’s property until full paymentfulfillment by Customer of its payment obligations as described above. We must be informed immediately As such: (a) If Goods are processed combined, and/or mixed by Customer with other goods belonging to him, then ▇▇▇▇▇▇ has the entire ownership on the new goods. If Goods are processed, combined, and/or mixed by Customer with other goods belonging to other suppliers, then Seller has a joint ownership right in the whole value of any seizures or attachments by third parties. The Buyer may also resell our the new goods only under retention of titlewith such suppliers. In such case, Seller’s ownership shall be calculated on the event basis of resale the ratio of unpaid the invoiced value of the Goods to the invoiced value of all goods, which were used for manufacturing 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 new goods. (b) As long as we book claims against the Buyer Customer is not in current invoices [current account retention]. In case of breach of contract by the Buyerdefault and provided that it reserves its property rights, 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 Customer is exclusively entitled to resell the goods Goods in the ordinary course of business business. Use of Goods for executing service contracts and contracts for work, labour and material is herein regarded as long as he a resale. (c) Customer’s receivables arising out of the resale of Goods are already assigned, for security purposes, exclusively to Seller. Customer is not entitled to collect the receivables from reselling, unless Seller withdraws the direct debit authorisation in default case of paymentany doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any of its payments. The Buyer hereby assigns In the event ▇▇▇▇▇▇ withdraws the direct debit authorisation, Customer is obliged (i) to us inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all claims information and documents necessary in order to establish and confirm Seller’s rights with respect to third parties. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing security interests obtained by Customer for the benefit of Seller exceeds in total more than 20 % the total invoiced 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 partiescontractual debt of Customer, irrespective of whether the purchased goods have been resold without or after processing. Upon Seller is obliged, upon Customer’s request, to release Goods selected by Seller. (d) Customer shall have 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 datasole liability for, and shall provide us bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes (i) to take a general liability all information necessary for risks insurance policy, at its own cost, including coverage as to the assertion deterioration and/or theft of all or a part of Goods and/or of the assigned claims new goods and (ii) provide to Seller, at its first request, a certificate confirming both such insurance coverage and allow us to verify them. Furthermore, the Buyer is obliged to disclose payment of the assignment to his customersinsurance premium related thereto.

Appears in 2 contracts

Sources: General Conditions of Sale, General Conditions of Sale

Retention of Title. The extended retention of title applies to all deliveries. All delivered goods Supplied Goods shall remain our Seller’s property until full paymentfulfillment by Customer of its payment obligations as described above. We must be informed immediately As such: (a) If Goods are processed combined, and/or mixed by Customer with other goods belonging to him, then Seller has the entire ownership on the new goods. If Goods are processed, combined, and/or mixed by Customer with other goods belonging to other suppliers, then Seller has a joint ownership right in the whole value of any seizures or attachments by third parties. The Buyer may also resell our the new goods only under retention of titlewith such suppliers. In such case, Seller’s ownership shall be calculated on the event basis of resale the ratio of unpaid the invoiced value of the Goods to the invoiced value of all goods, which were used for manufacturing 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 new goods. (b) As long as we book claims against the Buyer Customer is not in current invoices [current account retention]. In case of breach of contract by the Buyerdefault and provided that it reserves its property rights, 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 Customer is exclusively entitled to resell the goods Goods in the ordinary course of business business. Use of Goods for executing service contracts and contracts for work, labour and material is herein regarded as long as he a resale. (c) Customer’s receivables arising out of the resale of Goods are already assigned, for security purposes, exclusively to Seller. Customer is not entitled to collect the receivables from reselling, unless Seller withdraws the direct debit authorization in default case of paymentany doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any of its payments. The Buyer hereby assigns In the event Seller withdraws the direct debit authorization, Customer is obliged (i) to us inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all claims information and documents necessary in order to establish and confirm Seller’s rights with respect to third parties. Customer shall be obligated to inform Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing security interests obtained by Customer for the benefit of Seller exceeds in total more than 20 % the total invoiced 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 partiescontractual debt of Customer, irrespective of whether the purchased goods have been resold without or after processing. Upon Seller is obliged, upon Customer’s request, to release Goods selected by Seller. (d) Customer shall have 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 datasole liability for, and shall provide us bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Article 6 a) above. Moreover, Customer undertakes (i) to take a general liability all information necessary for risks insurance policy, at its own cost, including coverage as to the assertion deterioration and/or theft of all or a part of Goods and/or of the assigned claims new goods and allow us (ii) provide to verify them. FurthermoreSeller, at its first request, a certificate confirming both such insurance coverage and the Buyer is obliged to disclose payment of the assignment to his customersinsurance premium related thereto.

Appears in 2 contracts

Sources: General Conditions of Sale, General Conditions of Sale

Retention of Title. The extended retention of title applies to all deliveries. All delivered goods remain our property until full payment1. We must be informed immediately hereby reserve ownership of any seizures or attachments by third partiesthe goods supplied for all receivables under the present and future busi- ness relationship with the purchaser (current account retention). The Buyer may also resell our goods only under addition of individual items to an open account or balancing of the account and acceptance of the same shall not lift the 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. 2. 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 our retained goods during the goods. Taking back purchaser's normal hours of business should the goods does not constitute a withdrawal from latter fail to fulfil its obligations to us, in particular in the contract unless we expressly declare this in writing. After taking back the purchased goodscase of payment arrears, and we shall be entitled to dispose enter all of themthe purchaser's business and storage premises for this purpose. The utilization can take place by private sale to third dealers and/or final consumersSuch removal shall not constitute unlawful interference. 3. In the event of realizationprocessing of our goods or combining thereof with other products, we shall acquire joint ownership over the objects resulting from the processing or combining which the purchaser shall preserve for us with the due diligence of a prudent businessman and free of charge. Our joint ownership share shall be entitled to grant determined based on the third party purchasers a price reduction of up to 70 % compared portion corresponding to the regular list prices. The proceeds value of our goods in relation to the value of the realization shall be credited against re- sulting object. Should the Buyer’s liabilities less purchaser acquire sole ownership as a lump sum for realization costs of 10 % result of the sales proceedscombining, it shall hereby as- sign joint ownership thereof to us based on the ratio of the value of the retained goods to the value of the re- sulting object. The Buyer Clause 4 below shall be entitled apply to resell resale. Any receivables arising from the resale or on some other legal basis, are hereby assigned to us to the value of the aforementioned portion. 4. In the event of the retained goods in being sold by the ordinary course of business as long as he is purchaser alone or together with goods not in default of payment. The Buyer belonging to us, the purchaser hereby assigns any receivables arising from the resale to us all claims us, in the amount of the final value of the retained goods including any ancillary rights, and with priority over the remainder. We hereby accept the assignment. The value of the retained goods shall be our invoice amount. 5. The purchaser shall only be entitled to resell, exploit or incorporate the retained goods in the normal course of business. The purchaser shall not be entitled to any other disposal of the retained goods and in particular to attachment or assignment as security thereof. In the case of payment by cheque/bill of ex- change procedure, the right of retention shall only lapse once the bill of exchange/cheque clears and the in- voice amount agreed is credited. 6. The authorisation to resell, exploit or incorporate the retained goods shall not apply where the purchaser concludes terms and conditions with him [including value added tax] a third party under which accrue it is not permitted to him assign third party claims to us. 7. The purchaser hereby authorises us to collect the receivables assigned to us until further notice. We shall refrain from exercising our authority to collect providing the resale against his customers or third parties, irrespective of whether the purchased goods have been resold without or after processingpurchaser fulfils its payment obligations. Upon At our request, the Buyer purchaser shall be required to provide us with a detailed list information regarding the status of the any goods over which we have retained title and of any receivables and rights assigned claims, including the names and addresses of the Buyers, the amount of the claims and the invoice datato us, and shall provide inform its customer of the assignment. We shall be entitled, but not obliged, to notify the purchaser's customers of the assignment and to independently assert any claims assigned to us, at any time. Assertion of the rights assigned shall be at the cost and risk of the purchaser without giving rise to any obligation on our part in this respect or to the possibility of us being held liable by the purchaser as a result hereof. 8. The purchaser must inform us immediately in the event of our retained goods or claims assigned to us be- coming involved in third party enforcement measures and must supply us with all information necessary for any documentation required to contradict the assertion measures. 9. We hereby undertake to release securities to which we are entitled, at the purchaser's request, to the ex- tent that the value of such securities exceeds the value of the assigned claims debts to be secured by more than 20%, and allow us insofar as these remain outstanding. 10. Attachments on or assignment of the retained goods or rights to verify themwhich we are entitled, as collateral or security and other methods of disposal by the purchaser impacting upon our rights shall not be permitted. 11. FurthermoreIf third parties attempt to secure the retained goods, the Buyer is obliged claims thereto assigned to disclose us or any rights es- tablished under the assignment foregoing paragraphs, the purchaser shall inform such parties of our ownership and shall inform us immediately, sending all documentation required to his customersintervene. 12. Recovery of the retained goods or attachment thereof by us shall not constitute withdrawal from the agreement; such measures serve purely to secure our claims. 13. In the event of a resale of the retained goods, we do not consent to the initiation of court settlement or insolvency proceedings.

Appears in 2 contracts

Sources: General Delivery Terms and Conditions, General Delivery Terms and Conditions

Retention of Title. 1. The extended agreed retention of title applies referred 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 hereinafter serves to safeguard the event of resale of unpaid goods, claims to which the proceeds Supplier is entitled on the basis 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 Buyercontract. The retention of title shall extend also serve to safeguard all the acknowledged balance insofar as we book Suppli- er’s existing and future claims against the Buyer in current invoices [current Purchaser arising from the purchaser-supplier relationship between the parties to the contract (including outstanding balance claims arising from open account retention]terms granted exclusively for the purchaser-supplier relationship). 2. In case of breach of contract Goods delivered by the BuyerSupplier to the Purchaser shall remain the Sup- plier’s property until full and complete payment of all secured debts. Both the goods and those goods replacing them that are covered by the retention of title in accordance with this clause, shall be referred to hereinafter as goods subject to retention of title. 3. The Purchaser shall hold goods subject to retention of title in particular in case safe cus- tody for the Supplier without charge. For the duration of default the goods remaining subject to retention of paymenttitle, we the Supplier shall be entitled to take back the goodspossess a Part II registration certificate (vehicle registration document). 4. 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 The Purchaser 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 process and sell the goods subject to retention of title in the ordinary course of business until such time as long their realisation comes into effect within the meaning of Subsection 9 below of this Section VI. Pledges and transfers by way of security shall be impermissible. 5. Should the goods subject to retention of title be processed by the Purchaser, it is hereby agreed that such processing shall occur in the name and for the account of the Supplier as he the manufacturer and that the Supplier shall immediately acquire full ownership or – if the processing involves materials from several owners, or the value of the processed item is greater than the value of the goods subject to reten- tion of title – a share in the ownership (fractional ownership) of the newly created item in proportion to the value of the goods subject to retention of title to the value of the newly created item. In the event that no such acquisition of ownership on the part of the Supplier should oc- cur, the Purchaser hereby assigns its future ownership or share in the ownership – in the above-mentioned proportion – of the newly created item as security for the Supplier. Should the goods subject to retention of title be combined or inseparably mixed with other items to form one unified item, and should one of the other items be regarded as the main item, the Supplier – inasmuch as it is not owner of the main item – hereby assigns to the Purchaser a proportionate share in the shared ownership of the unified item in the proportion stated in Sentence 1 hereto. 6. In the event that the goods subject to retention of title be resold, the Purchaser hereby assigns the claim resulting against the buyer – in the event of the Supplier’s shared ownership in the goods subject to retention of title, a corresponding proportion of the share in the owner- ship – to the Supplier. The same shall apply to other claims that replace the goods subject to retention of title or that otherwise arise with regard to the goods subject to retention of title, such as insurance claims or claims arising from a tortuous act in the event of loss or destruction. The Supplier authorises the Purchaser with revocable effect to collect, in its own name, claims assigned to the Supplier. The Supplier may only revoke this collection authorisation in the event of realisation. 7. Should third parties take possession of the goods subject to retention of title, in particular by way of debt enforcement, the Purchaser shall immediately inform them of the Supplier’s ownership and inform the Supplier of such actions in order to enable the Supplier to enforce its rights of ownership. If the third party is not in default a position to reimburse the Supplier for the court fees or extrajudicial costs incurred as a result, the Purchaser shall be correspondingly liable to the Supplier. 8. On request, the Supplier shall, at its discretion, either release the goods subject to retention of payment. The Buyer hereby assigns to us all claims in title – as well as the items replacing them – or release the outstanding claims, provided that their value exceeds the amount of the final invoice amount agreed secured debts by more than 10%. 9. If, as a result of the Purchaser’s conduct not being in conformity with him [including value added tax] which accrue to him the contract – in particular by falling into arrears with payments – the Supplier should withdraw from the resale against his customers or third parties, irrespective of whether the purchased goods have been resold without or after processing. Upon requestcontract (realisation), the Buyer Sup- plier shall provide us with a detailed list be entitled to demand the return of the assigned claims, including the names and addresses goods subject to retention 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 customerstitle.

Appears in 2 contracts

Sources: General Terms of Business, General Terms of Business

Retention of Title. The extended Until payment of all receivables- including future receivables - our deliveries, irrespective of the legal reasons involved, remain our property, even if payments are made for specified receivables. For outstanding accounts, the retention of title applies serves as security for our balance claim. Processing and handling is made for us on exclusion of the acquisition of property pursuant 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§ 950 BGB, without obliging us. The Buyer may also resell our processed goods only serve as a security for us to the amount of the invoice value of the goods under retention of title. In the event of resale of unpaid goods, the proceeds case of the sale shall be assigned customer processing with other goods which do not belong to us without further ado to us, we have co-ownership in the amount of our invoice. The Buyer undertakes to inform his customer new item, in relation of the assignment at our request. We retain value of the goods under retention of title to the delivery other processed goods at the time of processing. For the new item until receipt resulting from such processing, the same applies as for the goods under retention of all payments arising from the business relationship with the Buyertitle. The These are goods under 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 terms 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 themthese conditions. The utilization can take place by private sale to third dealers and/or final consumers. In the event of realizationcustomer may only sell our property in normal business transactions and at his normal business conditions, 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 and as long as he is not in default default. He is only entitled to re-sell the goods under retention of payment. The Buyer hereby assigns title, provided the claims from re-selling pass on to us all claims in accordance with the amount following paragraphs. He is not entitled to any other disposal of the final invoice amount agreed with him [including value added tax] which accrue goods under retention of title. Claims of the customer from re-selling of the goods under retention of title are herewith assigned to him from the resale against his customers or third partiesus, irrespective of whether the purchased goods have been resold without under retention of title are re-sold before or after processing, or to one or several clients. Upon The assigned claim serves to secure the value of goods of the respective goods sold under retention of title. If the goods under retention of title are sold by the customer alone or together with other goods not belonging to us, with or without processing, assignment of claims is only valid to the level of value of the goods under retention of title. The customer is entitled to collect receivables from re- selling up to our revocation, which can be declared at any time. However, he is not entitled to dispose of such claims via assignment. At our request he is obliged to inform his customers of his assignment to us and to provide us with the information and documents required for collection. If the value of the securities which exists for us exceed our claim by a total of more than 20 %, we are obliged to release securities at our discretion on request of the customer. In the case of attachment or any other legal restriction by a third party, the customer must notify us immediately. As owner and indirect holder of the goods under retention of title we have the right to enter the premises of the ordering party during normal business hours. In addition, for the duration of the retention of title, the goods under retention of title are to be fully comprehensively insured by the ordering party at our request, on condition that the Buyer shall rights from such comprehensive insurance apply for us. However, we are also entitled to take out such insurance at the cost of the ordering party. On account of the retention of title we can demand return of the item from the customer, if we have withdrawn from the contract. Such right of withdrawal exists if the customer is in default of payment or has infringed against other contractual duties. In case of discontinuation of payment, application for or initiation of insolvency proceedings, the right to re-sell expires as well as the right to collect assigned claims. Collection authorization also expires in the case of summary proceedings concerning bills of exchange and cheques. On revocation of the collection authorization, any claims assigned to us are to be paid onto a separate account. In case of discontinuation of payment or application for insolvency proceedings, the customer is obliged to immediately provide us with a detailed list of goods under retention of title still available, even if they are linked to other goods, as well as a list of claims to garnishees with a copy of invoice. If the assigned claimsretention of title is not effective in the form intended here for legal reasons, including the names and addresses of the Buyerse.g. abroad, 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 ordering party is obliged to disclose ensure the assignment security of our rights appropriately and to his customerscooperate in action required for such. Rights from retention of title and all special forms specified in these conditions apply until complete release from contingent liabilities the supplier has entered into in the interests of the customer.

Appears in 2 contracts

Sources: General Terms of Delivery and Payment, General Terms of Delivery and Payment

Retention of Title. 1. The extended retention of title applies to all deliveries. All delivered goods supplied by us shall remain our property until full payment. We must be informed immediately up to the complete settlement of all of our receivables from the reciprocal business relationship including any seizures or attachments by third partiespossible current account balance. The Buyer goods may also resell not be pledged to others or transferred as security. 2. Should we as a result of a combination of the goods supplied by us with the goods of the purchaser not acquire co-ownership, but lose our goods only under retention of title. In the event of resale of unpaid goodsproperty, the proceeds ownership or co-ownership of the sale Buyer of the new item shall be assigned immediately pass to us without further ado upon its creation. All expectant rights which could lead to the amount such an acquisition 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 ownership or co-ownership by the Buyer, in particular in case are now already assigned to us by the latter. Any possible transfer necessary by us for the acquisition of default of payment, we the ownership or co-ownership shall be entitled replaced by the agreement that the party ordering a goods preserves the item for us like a borrower, or, if the party ordering a good does not own the item, by the assignment of the entitlement to take back surrender against the owner to us already agreed hereby. The ownership or co-ownership arising for us is to be treated legally like the original goods. Taking back Otherwise the goods supplied by us and subject to retention of title are also to be treated with care. 3. If the Buyer, despite default, does not pay or if the Buyer threatens to become insolvent, the Buyer must, at our request, surrender the goods subject to retention of title for our free disposal. The taking-back of goods subject to retention of title does not constitute a withdrawal any cancellation of the contract. 4. All receivables of the Buyer from re-sale of goods of which we have ownership or co-ownership (goods subject to retention of title) shall already pass to us upon the contract unless conclusion of the transaction of sale. This shall apply whether the goods are sold to one or to several customers. The purchaser must collect the receivables assigned. We can revoke this authority, if the purchaser does not punctually meet one of his obligations towards us or if circumstances come to our knowledge which make our rights appear threatened. 5. We undertake, at the request of the Buyer, to release the securities (goods and accounts receivable) to which we expressly declare this are entitled according to the above rules at our discretion, if their value exceeds the claims to be secured by more than 20 %. For the valuation of the security their realisable value (securing value) is decisive. 6. If our retention of title loses its validity in writing. After taking back the purchased goodscase of supplies abroad or for other reasons, we the purchaser 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 obliged to grant to us without delay security for the third party purchasers a price reduction of up to 70 % compared items supplied or any other security for our accounts receivable which will be effective according to the regular list prices. The proceeds law applicable in each case and come as close as possible to the retention of the realization shall be credited against the Buyer’s liabilities less a lump sum for realization costs of 10 % of the sales proceedstitle according to German law. 7. The Buyer shall be entitled obliged to resell insure the goods in subject to retention of title with the ordinary course due care and diligence of business as long as he is not in default of paymenta prudent businessman and on request to provide evidence to the effect that this insurance has been taken out. The Buyer hereby already now assigns to us all his claims in the amount under this insurance by way 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 customerssecurity.

Appears in 2 contracts

Sources: Supply Agreement (Nephros Inc), Supply Agreement (Nephros Inc)

Retention of Title. The extended retention of title applies to all deliveries7.1. 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 To the extent permitted under retention of title. In the event of resale of unpaid goodsapplicable laws, the proceeds full legal title and ownership of the sale Goods (“Reserved Goods”) shall be assigned to us without further ado not pass to the amount of our invoice. The Buyer undertakes until the Seller has received payment in full for (i) the Goods; and (ii) any other goods or services that the Seller has supplied 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 For the sake of title shall extend to clarity, the acknowledged balance insofar as we book claims against risk for the Buyer Reserved Goods passes in current invoices [current account retention]. In case of breach of contract by accordance with 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 proceedsdelivery term. 7.2. The Buyer shall be entitled give the Seller every assistance in taking any measures required to resell protect the goods in Seller’s title to the ordinary course of business as long as he is not in default of paymentReserved Goods. The Buyer hereby assigns shall treat such Reserved Goods with care and store the reserved Goods (at no cost to us the Seller) separately from all other goods. The Buyer is especially required to insure the Reserved Goods to their full replacement value at the Buyer’s own expense. 7.3. The Buyer is entitled to further sell the Reserved Goods in the normal course of business. However, the Buyer shall relinquish to the Seller any claims from the resale to its customers in the amount of the final invoice amount price of the Reserved Goods invoiced by the Seller. If the Reserved Goods are resold together with other items without a single price being agreed with him [including value added tax] which accrue to him from for the resale against his customers or third parties, irrespective of whether the purchased goods have been resold without or after processing. Upon requestReserved Goods, the Buyer shall provide us with a detailed list relinquish to the Seller that part of the assigned claims, including total price that corresponds to the names and addresses price of the BuyersReserved Goods invoiced by the Seller (including Taxes). 7.4. If the Reserved Goods are further processed and combined or mixed with other items that do not belong to the Seller, the Seller shall be awarded co-ownership in the new object at the proportionate amount which results from the ratio of the value of the combined or mixed reserved Goods to the value of the other combined or mixed items at the date of performing any processing activities. The new item shall thus be deemed as Reserved Goods. The provision concerning the relinquishing of claims in accordance with section 7.3 shall also apply to the new item defined herein. 7.5. If the Buyer fails to make any payment to the Seller when due and the invoice data, and shall provide us compounds with all information necessary its creditors or executes an assignment for the assertion benefit of the assigned claims and allow us to verify them. Furthermoreits creditors or enters into voluntary or compulsory liquidation or has an administrator or administrative receiver appointed over all or part of its assets or takes or suffers any similar action in consequence of debt or becomes insolvent, the Seller shall have the right without prejudice to any remedies: (i) to enter without prior notice any premises where the Reserved Goods owned by it may be restored and to repossess and dispose of any Reserved Goods owned by it so as to discharge any sums owed to it by the Buyer is obliged and (ii) to disclose withhold delivery of any undelivered Goods and stop any Goods in transit to the assignment to his customersBuyer and recover them.

Appears in 2 contracts

Sources: General Sales Conditions, General Sales Conditions

Retention of Title. The extended retention of title applies to all deliveries. (1) All delivered goods supplied shall 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 subject to 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 claims against the Buyer, including future and conditional claims, have been settled. This shall also apply if the Buyer has made payment of specially designated claims. 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 Buyeralso apply until full release from contingent liabilities, in particular guarantees or notes payable into which we have entered in case con- nection with a covering transaction for a cheque or bill of default exchange in the interest of paymentthe Buyer. (2) Handling and processing of the goods subject to retention of title shall be carried out on our behalf as the manufacturer, as defined under §950 of the German Civil Code (BGB), without obligation on our part. If the goods under retention of title are processed, joined or combined with other items that do not belong to us, we shall be entitled acquire co-ownership of the new object in the proportion of the invoice value of the goods subject to take back retention of title to the invoice value of the other goods. Taking back Should our title cease to exist as a result of the joining, combination or processing, the Buyer shall with immediate effect transfer to us the rights of ownership or expectant rights to the new object or the new items in relation to the invoice value of our goods subject to retention of title and shall store them free of charge for us. The rights of ownership that come about in this way are deemed to constitute goods subject to retention of title as defined by this section. (3) The Buyer may only re-sell the goods does not constitute a withdrawal under retention of title in the normal course of business and under his normal conditions of business to his customers. This shall also apply to service contracts. The claims of the Buyer against his customer arising from the contract unless we expressly declare this in writing. After taking back re-sale of the purchased goods, we goods subject to retention of title shall be entitled assigned to dispose us with immediate effect in the amount of them. The utilization can take place by private sale to third dealers and/or final consumersour invoice value. In the event of realizationre-sale after processing as defined under para. 2, 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 assignment of the realization shall be credited against claim from 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 re-sale in the amount of our invoice value shall apply to the final invoice amount agreed with him [including value added tax] which accrue processed goods subject to him retention of title. The assignment in advance shall extend to all surrogates for the goods subject to retention of title, e.g. claims against third parties (insurance, originators of loss) for loss, deterioration or damage to the goods subject to retention of title. (4) The Buyer shall have the right to collect claims from re-sale until we revoke this right. We shall only make use of such revocation in justified cases, e.g. on suspension of payment, application for insolvency proceedings, cheque or bill protest, seizure or default on payment. Outstanding amounts owed to us that are received thereafter shall be deposited in a separate special account under our company name. The Buyer is furthermore obliged to identify the resale against his customers or third parties, irrespective of whether the purchased goods have been resold without or after processingassigned claims and debtors and provide all information required for us to make collections. Upon requestIn addition, the Buyer shall provide us with a detailed list copies of the assigned claimsassociated documentation (delivery notes, including invoices) and notify the names and addresses third party debtor of the Buyersassignment. (5) Under no circumstances is the Buyer authorised to make any further transfer, the amount pledge or assignment of our reserved rights to third parties. The Buyer shall notify us immediately of any completed or imminent seizure of the claims and the invoice data, goods that are subject to retention of title by third parties and shall provide us notify such parties of our retention of title. The Buyer shall meet any intervention costs that we incur. (6) If the value of existing securities exceeds the secured claims by a total of more than 10%, we are obliged to release such surplus securities on demand by the Buyer. Should the preceding rights to retention of title be invalid or unenforceable under the law of the area in which the goods are located, security corresponding to the retention of title in that area is deemed to be agreed. The Buyer undertakes to take and comply with all information measures necessary for the assertion of the assigned claims to establish and allow us to verify them. Furthermore, the Buyer is obliged to disclose the assignment to his customersuphold comparable rights or securities.

Appears in 2 contracts

Sources: Terms & Conditions of Sale and Delivery, Terms & Conditions of Sale and Delivery

Retention of Title. 1. The extended retention of title applies to all deliveries. All delivered goods shall 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 payment of all payments future claims arising from the our business relationship with the Buyerpurchaser. The retention This also includes conditional claims. This applies in full to any created design sketches and tools for the production of title shall extend to the acknowledged balance insofar as we book claims against the Buyer in current invoices [current account retention]goods. 2. In case of breach a connection, blending or processing of contract by the Buyerreserved goods within the meaning of § § 947, in particular in case of default of payment948 and 950 German Civil Code with other items not belonging to us, we shall be entitled to take back a co-ownership of the new goods. Taking back The co-ownership shall be determined by the ratio of the invoice value including sales tax of the goods does not constitute a withdrawal from delivered by us and the contract unless we expressly declare this in writing. After taking back remaining value of the purchased goods, we shall be entitled to dispose of themgoods that are connected or processed with such. The utilization can take place by private sale to third dealers and/or final consumers. In purchaser shall store the event goods free of realization, we shall be entitled to grant the third party purchasers a price reduction of up to 70 % compared to the regular list pricescharge for us. 3. The proceeds of purchaser may sell 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 reserved goods in the ordinary course of business as long as busi- ness, against immediate payment or under retention of title; he is shall not in default be entitled to other dispositions; especially regarding the transfer of paymentsecurity and pledge. 4. The Buyer purchaser hereby already assigns to us all his claims in the amount of the final invoice amount agreed with him [including value added tax] which accrue to him arising from the resale against of the reserved goods (resale price including sales tax) - including the corresponding claims from bills of exchange with all ancillary rights. The same applies to his customers claims from the resale of goods to which we have co-ownership under paragraph 2. In this event, the cession shall be extended to that part of the resale price of the goods in question, including sales tax, which corre- sponds to our co-ownership in accordance with paragraph 2. In the event that the reserved goods are sold by the purchaser together with other goods not belonging to us at a total price, the assignment shall only apply to the amount with which we charged the purchaser for the reserved goods including sales tax. 5. In the event that the claims of the purchaser from the resale are included in a current account, the purchaser shall hereby also already assign his claim from the current account towards his customers. The cession shall apply to the resale price of the reserved goods including VAT. 6. The buyer is entitled to collect the claims assigned to us until revocation. A cession or third partiespledge of these claims is allowed only with our written consent. Should the purchaser be in default or not meet his obligations resulting from the agreement of the retention of title, irrespective of whether the purchased goods have been resold without or after processing. Upon purchaser shall, at our request, notify the Buyer shall provide debtors of the assignment in writing, providing us with all infor- mation and submitting and sending to us any documents and transferring any bills of exchange. For this purpose the purchaser shall grant to us, if neces- sary, access to the relevant documents. 7. In the presence of the circumstances referred to in paragraph 6 sentence 3, the purchaser shall grant us access to the reserved goods still in his possession, send to us a detailed list of the assigned claimsgoods, including separate the names goods and addresses return them to us after a successful withdrawal. 8. If the value of the Buyers, this security exceeds the amount of our claim by more than 20%, we shall release the security at our discretion, at the request of the purchaser. 9. The purchaser must inform us of any third-party access to the reserved goods or the claims assigned to us immediately in writing and support us in every way with the invoice data, intervention. 10. The cost of complying with said obligations to cooperation in the prosecu- tion of all rights arising from the retention of title and shall provide us with all information necessary for of any expenditures due to the assertion maintenance and storage of the assigned goods shall be borne by the purchaser. 11. In the case of an application for opening the insolvency proceedings over the assets of the purchaser, we shall have the right to request withdrawal from the contract by written declaration, as far as our claims and allow us to verify them. Furthermore, the Buyer is obliged to disclose the assignment to his customersare not yet settled.

Appears in 2 contracts

Sources: General Terms & Conditions, General Terms & Conditions

Retention of Title. The extended 7.1 All delivered goods shall remain our property (goods sold subject to retention of title) until all receivables out of this contractual relationship, on whatever legal grounds, have been fully paid up. 7.2 In case of processing, combining or mixing of goods sub- ject to retention of title applies to all deliveries. All delivered with 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 paymentCustomer, we shall be entitled to take back co-ownership of the new property inasmuch as the invoiced value of goods sold with retention of title relates to the value of the other involved goods. Taking back Where our co-ownership becomes null and void due to pro- cessing, combining or mixing with other goods, Customer undertakes to assign to us those of his rights of owner- ship in the new property or compound matter which corre- spond to the amount of the value of goods subject to re- tention of our title and undertake necessary steps to se- cure our rights (e.g. label the goods does not constitute a withdrawal from the contract unless we expressly declare this with our property rights). Customer shall also be responsible for holding such rights in writingsafe custody on our behalf and at his own expense. After taking back the purchased goods, we We shall be entitled to dispose review and undertake - where necessary - such steps ourselves. Any rights to co- ownership created as a result of themsuch processing, com- bining or mixing shall be subject to section 7.1 of these Terms and Conditions. 7.3 Customer may resell, process, combine or mix with other property, or otherwise integrate goods under retention of title in normal business operations, as long as Customer is not defaulting. The utilization can take place by private sale Customer shall be prohibited from taking any other disposition regarding goods for which we retain title. We shall be promptly notified about any hypotheca- tion or other seizure of goods under retention of title through a third party. All intervention costs will be charged to Customer if and to the extent that they cannot be col- lected from such third dealers and/or final consumersparty. In If Customer grants his buyer additional time for payment of the event sales price, Customer shall reserve title in goods resold with retention of realization, our title under the same terms which we have applied when deliv- ering such goods with retention of title. Customer shall be prohibited from any other kind of resale. 7.4 Customer undertakes to immediately assign to us any re- ceivables resulting from a resale of goods initially sold with retention of our title as soon as such receivables ex- ist and to undertake necessary steps to secure such rights (notification of debtor or book entries). We shall be entitled to grant notify the third party purchasers debtor ourselves. Such receivables will be used to substitute the goods under retention of title as collateral of the equivalent amount. Customer shall on- ly be entitled and authorised to resell such goods if his re- ceivables therefrom immediately accrue to us. 7.5 If Customer resells goods under retention of our title to- gether with goods from other suppliers at a price reduction certain total price, Customer shall assign to us his receivables from such resale in the same amount as stated in our invoice for goods initially sold with retention of up title. 7.6 If an assigned receivable is included into a current ac- count, Customer undertakes to 70 % compared immediately assign to us that part of the balance which is equivalent to the regular list prices. The proceeds amount of such receivable, including the realization final balance from cur- rent account operations, and make the necessary steps to secure such rights. 7.7 Until we give notice of revocation, Customer shall be credited against the Buyer’s liabilities less a lump sum for realization costs of 10 % of the sales proceedsau- thorised to collect receivables assigned to us. The Buyer We shall be entitled to resell such revocation if Customer fails to meet his payment obligations under the goods business relationship with us in due course. If the ordinary course preconditions for exercising a rev- ocation right are fulfilled, Customer shall promptly notify us of business as long as he is not any assigned receivables with respective debtors, furnish all data required for collection of such receivables, hand over all related documentation and advise the debt- ors of such assignment. We reserve the right to personal- ly advise the debtors of such assignment. 7.8 If the value of the collateral deposited in default of payment. The Buyer hereby assigns to us all claims in our benefit ex- ceeds the amount of secured claims by a total of more than fifty (50) per cent, Customer shall be entitled to ▇▇- ▇▇▇▇ that we insofar release securities of our own choice until the final invoice securities 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 less than one-hundred-fifty (150) per-cent of the assigned claimssecured claim. 7.9 If we claim retention of title, including the names and addresses this shall only be understood as rescind of the Buyers, the amount contract if expressly stated so by us in writing. Customer's right to possess goods under reten- tion of the claims title shall be null and the invoice data, and shall provide us with all information necessary for the assertion of the assigned claims and allow us void if he fails to verify them. Furthermore, the Buyer is obliged to disclose the assignment to meet his customerscontractual obligations.

Appears in 2 contracts

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

Retention of Title. 1.) The extended goods delivered by the Supplier remain the property of the Supplier until full payment of all claims arising from the business relationship has been effected. 2.) The Buyer is not entitled to neither pledge nor assign the delivered goods subject to 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 titleas security for a debt. In the event of seizures and other court orders by third parties, the Buyer must inform the third party about our reservation of title and must notify the Supplier immediately in writing. 3.) The Buyer is entitled, subject to revocation at any time, to resell, to combine or to process the delivered goods in the ordinary course of business. 4.) In the event of the resale of unpaid retained goods, the proceeds Buyer hereby assigns the Supplier (without the necessity of an explicit assignment) his claims from the sale shall be assigned to us without further ado resale as well as all security and ancillary rights against his customer up to the amount of the value of the respective resold goods in order to secure our invoiceclaim. The Buyer undertakes is revocably entitled and obliged to inform his customer collect the assigned claim. 5.) The processing or combination of our goods with other products shall be performed for us as manufacturer, however, without any obligations for us. If our ownership ceases as a result of combining or processing, the Buyer agrees that we shall acquire co-ownership rights to the items resulting from any such processing or combination, to the extent of the assignment at value of the goods delivered by us. The delivery will be superseded by the Buyer safeguarding the item on our requestbehalf. We retain title The co-ownership rights resulting hereafter shall be deemed as goods subject to retention of title. If the delivery item until receipt of all payments goods resulting from the processing or combination are re-sold, clause 4 shall apply correspondingly. The claim arising from the business relationship with resale (including the Buyer. The retention of title shall extend security and ancillary rights) up to the acknowledged balance insofar as we book claims against amount of the contract price agreed between us and the Buyer in current invoices [current account retention]. is assigned to us. 6.) In case the event of breach suspension of contract by payment or bankruptcy filing of the Buyer, in particular Buyer or in case of the Buyer is in default of payment, the authorization for resale, processing or combination as well as for the collection of customer claims by the Buyer automatically expires. 7.) In the event of default of payment or other behaviour contrary to the contract, the right of the Buyer to posses goods subject to retention of title expires. In this case we shall be are entitled to take back the goodsgoods delivered subject to retention of title and to access the Buyer’s premises, where the goods are stored. 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 themcontract. The utilization can take place return costs are to be carried by private sale to third dealers and/or final consumersthe Buyer. In If we demand 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 release 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. Furthermoreretained goods, the Buyer is obliged to disclose follow this request without delay. In case retained goods are re-sold, the Buyer must inform the Supplier on request immediately in writing, to whom he has sold the goods and which claims have arisen as a result of this resale. 8.) If the value of the collateral exceeds our outstanding claims by more than 20 %, the Supplier must release individual securities on request of the Buyer. The choice of security to be released is at the Supplier’s discretion. 9.) If the agreed retention of title or the assignment is not legally valid according to the law applicable where the retained goods are located, then a security corresponding to the retention of title or the assignment shall be deemed to be agreed. If the involvement of the Buyer is necessary for this purpose, he must take all measures at his customersown expense that are required for substantiating and maintaining such rights.

Appears in 2 contracts

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

Retention of Title. 9.1 The extended retention of title applies to all deliveries. All delivered goods shall remain our property until full payment. We must be informed immediately the payment 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 all claims in respect 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 Buyerrelationship, including any future claims. The retention of title shall also extend to any goods delivered by way of exchange. 9.2 If the acknowledged goods under retention of title should be processed or combined in the meaning of sections 947 and 950 of the German Civil Code (BGB) with other items that do not belong to us we shall have a right to co-ownership of the new item in the same ratio as that between the value of the goods under retention of title, including VAT, and the value of the other items processed or combined at the time of processing or combination. The customer shall store the item on our behalf free of charge. 9.3 Until further notice the customer is authorized to dispose of the goods under retention of title within the framework of its ordinary business operations. For this event the customer hereby assigns to us his claims from a resale of the goods under retention of title (the resale price including VAT) including the corresponding claims from bills of exchange and together with all ancillary claims. If the customer should sell the goods under retention of title together with goods that do not belong to us at a total price the assignment shall only apply to the sum which we have charged the customer for the goods under retention of title which have been sold. 9.4 If the customer’s claims from the resale form part of the balance insofar as we book in a current account, the customer hereby assigns to us his claims against his own customer in respect of the Buyer claims in the current invoices [current account retention]account. In case of breach of contract by The assignment shall apply to the Buyer, in particular in case of default of payment, we resale price including VAT. 9.5 Until further notice the customer shall be entitled to take back collect the claims that have been assigned to us. Any assignment or pledging of such a claim shall only be permissible with our written consent. If the customer defaults on payment or fails to comply with his obligations in respect of the retention of title, the customer shall, on our request, provide the debtors with written notification of the assignment, supply us with all information, submit and send us the documents and transfer any bills of exchange. If necessary, the customer must grant us access to the relevant documents. 9.6 On the occurrence of the circumstances set out in clause 10.5 sentence 3 the customer must grant us access to the goods under retention of title which are still in his possession and send us an exact list of the goods. Taking back The customer must separate these from other goods and return them to us. After issuing a warning and setting an appropriate time limit we may realize the amount credited against the price charged to the customer through sale by private treaty at the best achievable price. 9.7 If the value of this security exceeds the sum of our claim by more than 20 %, we shall at our option and upon the customer’s request release the security. 9.8 The customer must immediately notify us in writing if any third parties should seize the goods does not constitute a withdrawal under retention of title or take possession of the claims assigned to us and must give us every possible support in the intervention. 9.9 The costs for complying with the said duty to co-operate in enforcing all rights in respect of the retention of title and for all arrangements made for the maintenance and storage of the goods shall be borne by the customer. 9.10 In case of insolvency proceedings over the customer’s property we are entitled to withdraw 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 provided the goods in the ordinary course under retention of business as long as he is title have 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 customersfully paid.

Appears in 1 contract

Sources: General Terms and Conditions

Retention of Title. The extended retention of title applies to all deliveries1. All delivered goods shall remain our property of BD until full paymentpayment of all current and future claims from the purchase contract and a current business relationship (secured claim). We must be informed immediately of any seizures or attachments by third parties. The Buyer may This shall also resell our goods only under retention of titleapply if the contractual partner has paid the purchase price for specially designated claims. In the event case of resale of unpaid goodsopen accounts, the proceeds reserved property is deemed to be a security for the balance claim of the sale BD. The contractual partner shall be assigned entitled to us without resell and/or further ado process the goods that are subject to the amount retention of our invoice. The Buyer undertakes to inform his customer title in the ordinary course 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 Buyerbusiness. The retention of title shall extend extends to the acknowledged balance insofar full value of any products that arise from the processing, mixing or connection of BD's goods, whereby BD is deemed to be the manufacturer. The processed goods shall serve BD as we book claims against a security in the Buyer amount of the invoice value of the goods that are subject to retention of title. 2. Prior to full payment of the secured claims, the goods that are subject to a retention of title may neither be pledged to third parties nor assigned as a collateral. The contractual partner shall immediately inform BD in current invoices [current account retention]writing if and when any third parties have access to the goods that are subject to retention of title. 3. In the case of breach of contract processing with other goods not belonging to BD by the Buyercontractual partner, in particular in case of default of payment, we BD shall - to the extent that third party property rights continue to exist - be entitled to take back joint ownership of the goods. Taking back new item in propor- tion of the value of the goods does not constitute a withdrawal that are subject to retention of title to the other processed goods at the time of processing. The new item resulting from the contract unless we expressly declare this in writing. After taking back the purchased goods, we processing shall be regarded as a product that is subject to reten- tion of title within the meaning of this Section X. 4. The contractual partner shall irrevocably assign as a security to BD all claims and demands arising from the resale of the goods that are subject to retention of title, irrespective of any possible further processing and irre- spective of whether the goods are sold to one or several recipients, either in full or, where applicable, in the amount of a possible co-ownership share of BD. BD accepts this assignment. The obligations of the contractual partner as cited in Par. 2 shall also apply with respect to the assigned claims. 5. Besides BD, the contractual partner shall remain entitled to dispose of themcollect the receivables. The utilization can take place by private sale to third dealers and/or final consumers. In BD will not collect 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 receivables as long as he the contractual partner meets his payment obligations towards BD, 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 no application is filed for the assertion opening of insolvency proceedings and no other lack of his financial ca- pacity occurs. Should this happen, BD shall be entitled to demand that the contractual partner notifies BD of the assigned claims and allow us the corresponding debtors, provides all particulars necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. 6. Should the realizable value of the securities held by BD exceed its claims by more than 10 %, BD shall, at the contractual partner's request, release securities of its own choice. 7. In the case of commission processing, BD shall, with delivery of the goods, acquire the partial ownership to verify themthe entire material in the amount of its invoice value. FurthermoreBy applying the previous provisions, the Buyer partial ownership shall be maintained until complete payment of BD's claims. 8. In the case insolvency proceedings are opened over the assets of the contractual partner, BD shall be entitled to withhold material already processed by BD as well as any not yet converted stocks of material as a security for its total claims until the claims have been completely satisfied. 9. If the contractual partner is obliged in breach of contract, in particular in the event of non-payment of the purchase price due, BD shall be entitled to disclose withdraw from the assignment contract in accordance with the statutory provisions and to his customers▇▇- ▇▇▇▇ that the goods be returned on the basis of retention of title and of the effected withdrawal. In case the contractual partner does not pay the purchase price due, the aforesaid shall only apply if BD has at first set him a reasonable time limit for payment or if the setting of such a time limit is dispensable according to the statutory provisions.

Appears in 1 contract

Sources: General Terms and Conditions of Sale (Gtcs)

Retention of Title. The extended retention of (1) ▇▇▇▇▇▇▇▇ ▇▇▇▇ GmbH & Co. KG shall retain full 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 goods that have been delivered until 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 has discharged all payments claims arising from the business relationship with which shall include any account balance and claims from refinancing or reverse promissory notes. (2) The Buyer shall have 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 right to dispose of themthe goods delivered by us within the ordinary course of business. The utilization can take place by private sale authority granted hereunder shall cease in the cases referred to third dealers and/or final consumersin § 8 (4) above. In the event of realizationMoreover, we may withdraw the sales authority of the Buyer through written notice if it shall be entitled in breach of any obligation owed to grant us and shall in particular be in pay- ment default or we shall become aware of other incidents that give rise to doubts about its creditworthiness. (3) The Buyer’s right to process the third party purchasers a price reduction of up to 70 % compared goods delivered shall also be subject 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 proceedslimitations set out in subsection (2) above. The Buyer shall not acquire title to the fully or partly pro- cessed goods; the processing shall be entitled to resell free of charge for our benefit as Manufacturer in the sense of § 950 of the German Civil Code. If we should, for whatever reason, lose our rights under the retention of title, then its is hereby agreed between us and the Buyer that we shall acquire title upon processing of the goods and the Buyer shall remain custodian of the goods which shall be free of charge. (4) If the goods in which we have retained title shall be inseparably assembled or mixed with goods that are third party property, then we shall acquire co-title in the ordinary course new goods or the mixed stock. The proportion of business title shall follow from the proportion of the invoice value of the goods delivered by us under retention of title and the invoice value of the other goods. (5) Goods in which we shall acquire sole or co-title in accordance with subsection (3) and (4) shall, the same as long with regard to the goods delivered under retention of title according to subsection (1) above, be regarded as he is not in default goods delivered under retention of payment. title for the purpos- es of the following paragraphs. (6) 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 arising from the resale of the goods delivered under retention of title. Such claims shall also include claims against his customers the bank which, within the scope of such sale, shall have issued or confirmed a letter of credit for the benefit of the Buyer (= reSeller). We hereby accept such assignment. If the goods delivered under reten- tion of title shall be a processed good or a mixed stock, where, in addition to the goods deliv- ered by us, only such goods exist that are either the Buyer’s property or a third partiesparty property as a result of a (simple) retention of title, irrespective of whether the purchased goods have been resold without or after processing. Upon request, then the Buyer shall provide us with a detailed list assign all of the assigned claimsclaim arising from the resale. In the other case, including i. e. in the names event of a conflict between pre-assignment claims by other suppliers, we shall be entitled to receive any resale proceeds on a pro rata basis which shall be determined in proportion to the invoice value of our goods and addresses the other processed or mixed goods. (7) Where our claims shall be undoubtedly be secured through the assignment and retention by more than 120 %, any surplus of receivables and/or good delivered under retention of title shall, upon demand of the BuyersBuyer, be released in accordance with our choice. (8) The Buyer shall be authorised to collect any receivables arising from the amount resale of goods. Such authority shall cease to exist in the event that there shall no longer be an ordinary course of business as defined in § 8 (4) above. Moreover, we may withdraw the Buyer’s au- thority to collect, if it shall be in breach of any obligation owed to us and shall in particular be in payment default or we shall become aware of other incidents that give rise to doubts about its creditworthiness. If the above authority shall cease to exist or be withdrawn by us, then the Buyer shall upon our demand immediately specify to us its debtors in the claims assigned and the invoice data, and shall provide us with all information and documentation necessary for collection. (9) In the assertion event of the any third party action against our goods delivered under retention of title or any receivables assigned claims and allow us to verify them. Furthermoreus, the Buyer is obliged shall notify such party of our property/our right and immediately inform us about such action. The Buyer shall bear the costs of any intervention. (10) If the Buyer shall be in breach of contract, in particular in payment default, then it shall, upon our demand, immediately return to us all goods delivered under retention of title and assign to us any repossession claims against any third party in conjunction with such goods. Any repossession or enforcement proceedings with regard to the goods delivered under re- tention of title shall not be regarded as a rescission of this agreement. The redelivery of the goods has to be carried out after ▇▇▇▇▇▇▇▇ ▇▇▇▇ has objected to the default of payment for a second time and has hereby demanded payment. (11) In the cases referred to in § 8 (4) above, we may require the Buyer, to inform us about the claims arising from the resale that have been assigned to us in accordance with § 9 (6) above including its debtors. Following such information, we shall have the right to disclose the assignment to his customersas we consider appropriate.

Appears in 1 contract

Sources: General Terms and Conditions of Sale

Retention of Title. (1) The extended retention of title applies to all deliveries. All delivered goods shall 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 subject to the 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 claims arising and arisen from the business relationship are finally paid for. In the case of multiple claims or if the Customer has an open account with the Buyer. The Supplier, the retention of title shall extend to serve as security for the acknowledged balance insofar as we book claims against claim balance, even if individual deliveries of goods have already been paid. (2) If the Buyer Customer is in current invoices [current account retention]. In case of breach of contract by the Buyercontract, e.g. in particular in case of default of a payment, we shall will be entitled to take back the goods. Taking back reclaim the goods does not subject to the retention of title after setting a reasonable deadline in advance. If we reclaim the goods subject to the retention of title, this shall constitute a withdrawal from the contract unless we expressly declare this in writingcontract. We are entitled to exploit the goods subject to the retention of title after reclaiming them. After taking back deducting an appropriate amount covering the purchased goodscosts of exploitation, we the proceeds from exploitation shall be set off against the amounts owed to us by the Customer. (3) Should third parties access the goods subject to the retention of title, including but not limited to the seizure of the property, the Customer shall inform the seizing entity of our ownership of the goods and notify us immediately so that we can enforce our ownership rights. (4) The Customer is entitled to dispose of them. The utilization can take place by private sale to third dealers and/or final consumers. In process and sell the event of realization, we shall be entitled to grant the third party purchasers a price reduction of up to 70 % compared goods subject to the regular list prices. The proceeds retention 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 title in the ordinary course of business as long as he the Customer is not in default of paymentdefault. Pledges or chattel mortgage are not permitted. The Buyer Customer hereby assigns to us as security all claims arising from reselling the goods subject to the retention of title or arising on any other legal grounds (insurance, tortious act) in connection with these goods. We revocably authorise the Customer to collect the claims assigned to us in its own name and for its own account. The authorisation to collect the claims shall expire if the Customer does not properly fulfil its payment obligations, gets into payment difficulties, compulsory enforcement measures are taken against it or judicial insolvency proceedings are opened against its assets or the opening of such proceedings is rejected for lack of assets. (5) Processing or conversion of the goods shall always be carried out for us as manufacturer, but without creating any obligation upon us. If the goods to be delivered are processed together with other items that do not belong to us, we will become co-owners of the new thing proportionately to the ratio of the value of the item to be delivered to the other items processed as of the date of processing. If the goods to be delivered are mixed or inseparably combined with other items that do not belong to us, we will become co-owners of the new thing proportionately to the ratio of the value of the goods to be delivered to the other items combined or mixed. If, in the amount event of combining or mixing items, the Customer's item is to be regarded as the main item, the Parties agree that the Customer will transfer to us co-ownership of the final invoice amount agreed with him [including new item on a pro rata basis. The Customer shall hold the goods subject to our co-ownership thus created in safe custody for us. (6) We shall release the security interests to which we are entitled if the realisable 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 our security interests exceeds the claims and to be secured by over 10%; in this respect, we shall be the invoice data, and shall provide us with all information necessary for party to select the assertion of the assigned claims and allow us security interests to verify them. Furthermore, the Buyer is obliged to disclose the assignment to his customersbe released.

Appears in 1 contract

Sources: Terms and Conditions of Business

Retention of Title. 1. The extended retention of title applies to all deliveries. All delivered goods supplied by us shall remain our property until full payment. We must be informed immediately up to the complete settlement of all of our receivables from the reciprocal business relationship including any seizures or attachments by third partiespossible current account balance. The Buyer goods may also resell not be pledged to others or transferred as security. 2. Should we as a result of a combination of the goods supplied by us with the goods of the purchaser not acquire co-ownership, but lose our goods only under retention of title. In the event of resale of unpaid goodsproperty, the proceeds ownership or co-ownership of the sale Buyer of the new item shall be assigned immediately pass to us without further ado upon its creation. All expectant rights which could lead to the amount such an acquisition 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 ownership or co-ownership by the Buyer, in particular in case are now already assigned to us by the latter. Any possible transfer necessary by us for the acquisition of default of payment, we the ownership or co-ownership shall be entitled replaced by the agreement that the party ordering the goods preserves the item for us like a borrower, or, if the party ordering a good does not own the item, by the assignment of the entitlement to take back surrender against the owner to us already agreed hereby. The ownership or co-ownership arising for us is to be treated legally like the original goods. Taking back Otherwise the goods supplied by us and subject to retention of title are also to be treated with care. 3. If the Buyer, despite default, does not pay or if the Buyer threatens to become insolvent, the Buyer must, at our request, surrender the goods subject to retention of title for our free disposal. The taking-back of goods subject to retention of title does not constitute a withdrawal any cancellation of the contract. 4. All receivables of the Buyer from re-sale of goods of which we have ownership or coownership (goods subject to retention of title) shall already pass to us upon the contract unless conclusion of the transaction of sale. This shall apply whether the goods are sold to one or to several customers. The purchaser must collect the receivables assigned. We can revoke this authority, if the purchaser does not punctually meet one of his obligations towards us or if circumstances come to our knowledge which make our rights appear threatened. 5. We undertake, at the request of the Buyer, to release the securities (goods and accounts receivable) to which we expressly declare this are entitled according to the above rules at our discretion, if their value exceeds the claims to be secured by more than 20 %. For the valuation of the security their realisable value (securing value) is decisive. 6. If our retention of title loses its validity in writing. After taking back the purchased goodscase of supplies abroad or for other reasons, we the purchaser 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 obliged to grant to us without delay security for the third party purchasers a price reduction of up to 70 % compared items supplied or any other security for our accounts receivable which will be effective according to the regular list prices. The proceeds law applicable in each case and come as close as possible to the retention of the realization shall be credited against the Buyer’s liabilities less a lump sum for realization costs of 10 % of the sales proceedstitle according to German law. 7. The Buyer shall be entitled obliged to resell insure the goods in subject to retention of title with the ordinary course due care and diligence of business as long as he is not in default of paymenta prudent businessman and on request to provide evidence to the effect that this insurance has been taken out. The Buyer hereby already now assigns to us all his claims in the amount under this insurance by way 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 customerssecurity.

Appears in 1 contract

Sources: Supply Agreement (NxStage Medical, Inc.)

Retention of Title. The extended retention of 7.1 LDCS retains title applies to all deliveries. All delivered goods remain our property the Delivered Products until full payment. We must be informed immediately payment of any seizures or attachments by third parties. The Buyer may also resell our goods only (i) all amounts due under retention of title. In the event of resale of unpaid goodsContract, the proceeds and (ii) all present and future claims arising out of the sale business relationship between LDCS and the Buyer, or its associated or subsidiary companies and affiliates. 7.2 The Buyer’s failure to make payment in accordance with (i) the Contract, and/or (ii) all present and future claims arising out of the business relationship between LDCS and the Buyer, or its associated or subsidiary companies and affiliates, shall (i) entitle LDCS to exercise a lien over the Products or any other products due to be assigned to us without further ado delivered to the amount of our invoiceBuyer or its associated or subsidiary companies and affiliates, and (ii) give LDCS the right to take back Delivered Products. The Buyer undertakes to inform his customer assist and allow LDCS and/or its representatives to enter the Buyer’s, Receiving Party’s and/or the Buyer’s agents or representatives’ premises during normal business hours and to remove all or part of the assignment at our requestDelivered Products. We retain title All costs incurred by LDCS in relation to the delivery item until receipt of all payments arising from the business relationship with such actions shall be for the Buyer. The retention of title shall extend to ’s account. 7.3 Having (i) exercised a lien over, and/or (ii) taken 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 BuyerDelivered Products back, in particular in case of default of paymentaccordance with sub- paragraph 7.2 above, we LDCS shall be entitled to take back sell them and apply the goodsproceeds against the liabilities of the Buyer, net of the costs of sale. Taking back the goods does not constitute a withdrawal from the contract unless we expressly declare this in writing. After taking back the purchased goodsAny profit made on resale shall belong to LDCS, we and LDCS shall be entitled under no duty 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 account 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. . 7.4 The Buyer shall be entitled to resell process the goods in Products within the ordinary course of business business. If title to the goods is lost as long as he is not a result of processing, the Buyer hereby transfers, in default advance, the title to the object arising from any such process to LDCS, to secure any claims by LDCS which arise in respect of payment. The LDCS’s retention of title. 7.5 As a precautionary measure, the Buyer hereby assigns to us LDCS all its claims in the amount from any sub-sales of the final invoice amount agreed with him [including value added tax] which accrue Products to him from its sub-buyers pending payment of the resale against his customers or third parties, irrespective of whether the purchased goods have been resold without or after processingsums referred to in sub-paragraph 7.1 above. Upon request, the LDCS hereby accepts such assignment. LDCS shall be entitled to collect any such assigned claim. 7.6 The Buyer shall provide us with a detailed list immediately inform LDCS in writing of any attachment or 3rd party intervention in respect of the assigned claims, including the names Products. The Buyer shall be liable for and addresses of the Buyers, the amount of the claims and the invoice data, and shall provide us reimburse LDCS for any costs associated 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 customersintervening in any such attachment or 3rd party proceeding.

Appears in 1 contract

Sources: General Terms and Conditions

Retention of Title. (1) We shall retain full title of the goods that have been delivered until the Purchaser has discharged all claims arising from the business relationship which shall include any account balance and claims from refinancing or reverse promissory notes. (2) The extended Purchaser shall have the right to dispose of the goods delivered by us within the ordinary course of business. The authority granted hereunder shall cease in the cases referred to in § 8 (4) above. Moreover, we may withdraw the sales authority of the Purchaser through written notice if it shall be in breach of any obligation owed to us and shall in particular be in payment default or we shall become aware of other incidents that give rise to doubts about its creditworthiness. (3) The Purchaser’s right to process the goods delivered shall also be subject to the limitations set out in subsection (2) above. The Purchaser shall not acquire title to the fully or partly processed goods; the processing shall be free of charge for our benefit as Manufacturer in the sense of § 950 of the German Civil Code (BGB). If we should, for whatever reason, lose our rights under the retention of title, then it is hereby agreed between us and the Purchaser that we shall acquire title upon processing of the goods and the Purchaser shall remain custodian of the goods which shall be free of charge. (4) If the goods in which we have retained title shall be inseparably assembled or mixed with goods that are third party property, then we shall acquire co-title in the new goods or the mixed stock. The proportion of title shall follow from the proportion of the invoice value of the goods delivered by us under retention of title applies and the invoice value of the other goods. (5) Goods in which we shall acquire sole or co-title in accordance with subsection (3) and (4) shall, the same as with regard to the goods delivered under retention of title according to subsection (1) above, be regarded as goods delivered under retention of title for the purposes of the following paragraphs. (6) The Purchaser hereby assigns to us all deliveries. All claims arising from the resale of the goods 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 Such claims shall also include claims against the event bank which, within the scope of resale such sale, shall have issued or confirmed a letter of unpaid goods, credit for the proceeds benefit 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 requestPurchaser (= reseller). We retain title to hereby accept such assignment. If the delivery item until receipt of all payments arising from the business relationship with the Buyer. The goods delivered under retention of title shall extend be a processed good or a mixed stock, where, in addition to the acknowledged balance insofar goods delivered by us, only such goods exist that are either the Purchaser’s property or a third party property as we book claims against a result of a (simple) retention of title, then the Buyer in current invoices [current account retention]Purchaser shall assign all of the claim arising from the resale. In case the other case, i. e. in the event of breach of contract a conflict between pre-assignment claims by the Buyer, in particular in case of default of paymentother suppliers, we shall be entitled to take back receive any resale proceeds on a pro rata basis which shall be determined in proportion to the invoice value of our goods and the other processed or mixed goods. (7) Where our claims shall be undoubtedly be secured through the assignment and retention by more than 125%, any surplus of receivables and/or good delivered under retention of title shall, upon demand of the Purchaser, be released in accordance with our choice. (8) The Purchaser shall be authorized to collect any receivables arising from the resale of goods. Taking back the goods does not constitute a withdrawal from the contract unless we expressly declare this Such authority shall cease to exist 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 that there shall no longer 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 an ordinary course of business as long as he is not defined in default § 8 (4) above. Moreover, we may withdraw the Purchaser’s authority to collect, if it shall be in breach of payment. The Buyer hereby assigns any obligation owed to us all claims and shall in particular be in payment default or we shall become aware of other incidents that give rise to doubts about its creditworthiness. If the above authority shall cease to exist or be withdrawn by us, then the Purchaser shall upon our demand immediately specify to us its debtors 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 claims 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 and documentation necessary for collection. (9) In the assertion event of the any third party action against our goods delivered under retention of title or any receivables assigned claims and allow us to verify them. Furthermoreus, the Buyer is obliged Purchaser shall notify such party of our property/our right and immediately inform us about such action. The Purchaser shall bear the costs of any intervention. (10) If the Purchaser shall be in breach of contract, in particular in payment default, then it shall, upon our demand, immediately return to us all goods delivered under retention of title and assign to us any repossession claims against any third party in conjunction with such goods. Any repossession or enforcement proceedings with regard to the goods delivered under retention of title shall not be regarded as a rescission of this Agreement. (11) In the cases referred to in § 8 (4) above, we may require the Purchaser, to inform us about the claims arising from the resale that have been assigned to us in accordance with § 9 (6) above including its debtors. Following such information, we shall have the right to disclose the assignment to his customersas we consider appropriate.

Appears in 1 contract

Sources: General Terms and Conditions

Retention of Title. The extended retention goods sold shall remain property of title applies to Seller until 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 claims arising out 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 Buyer have been satisfied, but the risk in the goods and all liability to third parties in respect therof shall pass to the Buyer on delivery. If the goods have been processed or finished by Buyer. The retention of , our title shall extend to the acknowledged balance insofar as we book claims against new finished product, but not to any waste streams from the Buyer in current invoices [current account retention]processing or finishing. 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 If the goods does not constitute a withdrawal from have been processed, combined or mixed by Buyer with goods of Buyer or third parties, Seller shall acquire joint title pro rata, to that part of the contract unless we expressly declare this goods that represents the invoiced value of our goods in writing. After taking back relation to the purchased goodstotal value of the other goods which have been processed, we shall be entitled to dispose of them. The utilization can take place by private sale to third dealers and/or final consumerscombined or mixed. In the event goods from Seller are combined or mixed with main goods ("Hauptsachen") of realizationBuyer or of any third party, we shall be entitled Buyer hereby assigns its rights to grant Seller with regard to the new products. If Buyer combines or mixes goods from Seller with main goods of a third party purchasers a price reduction of up for compensation, Buyer hereby assigns to 70 % compared Seller its right to the regular list pricescompensation from such third party. 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 may, in the ordinary course of business as long as his business, resell any goods which are subject to Seller's retention of title. If, upon such resale, Buyer does not receive the full purchase price in advance or upon delivery of such goods, he is not shall agree with his customer a retention of title in default of paymentaccordance with these conditions. The Buyer hereby assigns to us Seller all his claims in the amount of the final invoice amount agreed with him [including value added tax] which accrue to him arising from such resale and his rights arising from the resale against his customers or third parties, irrespective said agreement for retention of whether the purchased goods have been resold without or after processingtitle. Upon requestIf so requested by Seller, the Buyer shall provide us with a detailed list advise his customer of the assigned claims, including the names and addresses such assignment of the Buyers, the amount of the claims and the invoice data, rights and shall provide us Seller with all the information and documents necessary for to enforce Seller's rights. Notwithstanding the assertion foregoing, Buyer shall only be entitled to collect payments from claims from such resale to any third party as long as Buyer properly satisfies his obligations to Seller. 130 In the event that the security interests granted to Seller exceed by more than 10 percent the value of the assigned Seller's claims and allow us arising out of our business relationship with Buyer, Seller shall, upon written request, be obligated to verify them. Furthermore, the Buyer is obliged to disclose the assignment to his customersrelease security interests in excess of said limitation.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Ferro Corp)

Retention of Title. The extended retention of (1) We shall retain full 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 goods that have been delivered until 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 has discharged all payments claims arising from the business relationship with which shall include any account balance and claims from refinancing or reverse promissory notes. (2) The Buyer shall have 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 right to dispose of themthe goods delivered by us within the ordinary course of business. The utilization can take place by private sale authority granted hereunder shall cease in the cases referred to third dealers and/or final consumersin § 8 (4) above. In the event of realizationMoreover, we may withdraw the sales authority of the Buyer through written notice if it shall be entitled in breach of any obligation owed to grant us and shall in particular be in payment default or we shall become aware of other incidents that give rise to doubts about its creditworthiness. (3) The Buyer’s right to process the third party purchasers a price reduction of up to 70 % compared goods delivered shall also be subject 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 proceedslimitations set out in subsection (2) above. The Buyer shall not acquire title to the fully or partly processed goods; the processing shall be entitled to resell free of charge for our benefit as Manufacturer in the sense of § 950 of the German Civil Code. If we should, for whatever reason, lose our rights under the retention of title, then its is hereby agreed between us and the Buyer that we shall acquire title upon processing of the goods and the Buyer shall remain custodian of the goods which shall be free of charge. (4) If the goods in which we have retained title shall be inseparably assembled or mixed with goods that are third party property, then we shall acquire co-title in the ordinary course new goods or the mixed stock. The proportion of business title shall follow from the proportion of the invoice value of the goods delivered by us under retention of title and the invoice value of the other goods. (5) Goods in which we shall acquire sole or co-title in accordance with subsection (3) and (4) shall, the same as long with regard to the goods delivered under retention of title according to subsection (1) above, be regarded as he is not in default goods delivered under retention of payment. title for the purposes of the following paragraphs. (6) 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 arising from the resale of the goods delivered under retention of title. Such claims shall also include claims against his customers the bank which, within the scope of such sale, shall have issued or confirmed a letter of credit for the benefit of the Buyer (= reseller). We hereby accept such assignment. If the goods delivered under retention of title shall be a processed good or a mixed stock, where, in addition to the goods delivered by us, only such goods exist that are either the Buyer’s property or a third partiesparty property as a result of a (simple) retention of title, irrespective of whether the purchased goods have been resold without or after processing. Upon request, then the Buyer shall provide us with a detailed list assign all of the assigned claimsclaim arising from the resale. In the other case, including i. e. in the names event of a conflict between pre-assignment claims by other suppliers, we shall be entitled to receive any resale proceeds on a pro rata basis which shall be determined in proportion to the invoice value of our goods and addresses the other processed or mixed goods. (7) Where our claims shall be undoubtedly be secured through the assignment and retention by more than 125%, any surplus of receivables and/or good delivered under retention of title shall, upon demand of the BuyersBuyer, be released in accordance with our choice. (8) The Buyer shall be authorised to collect any receivables arising from the amount resale of goods. Such authority shall cease to exist in the event that there shall no longer be an ordinary course of business as defined in § 8 (4) above. Moreover, we may withdraw the Buyer’s authority to collect, if it shall be in breach of any obligation owed to us and shall in particular be in payment default or we shall become aware of other incidents that give rise to doubts about its creditworthiness. If the above authority shall cease to exist or be withdrawn by us, then the Buyer shall upon our demand immediately specify to us its debtors in the claims assigned and the invoice data, and shall provide us with all information and documentation necessary for collection. (9) In the assertion event of the any third party action against our goods delivered under retention of title or any receivables assigned claims and allow us to verify them. Furthermoreus, the Buyer is obliged shall notify such party of our property/our right and immediately inform us about such action. The Buyer shall bear the costs of any intervention. (10) If the Buyer shall be in breach of contract, in particular in payment default, then it shall, upon our demand, immediately return to us all goods delivered under retention of title and assign to us any repossession claims against any third party in conjunction with such goods. Any repossession or enforcement proceedings with regard to the goods delivered under retention of title shall not be regarded as a rescission of this Agreement. (11) In the cases referred to in § 8 (4) above, we may require the Buyer, to inform us about the claims arising from the resale that have been assigned to us in accordance with § 9 (6) above including its debtors. Following such information, we shall have the right to disclose the assignment to his customersas we consider appropriate.

Appears in 1 contract

Sources: General Terms and Conditions of Sale

Retention of Title. 1. Up to the fulfilment of all outstanding debts (including all balance claims of current account), which we are entitled against the orderers now or in future, we will receive the following securities, which will be released on request depending on our decision, as long as their value exceeds the claims by considerably more than 10%. The extended retention of title applies to all deliveries. All delivered goods remain our property ownership until full payment. We must be informed immediately due and complete payment of any seizures or attachments by third partiesthe contractually agreed compensation. 2. 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 buyer is 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 sell or process the goods in the ordinary course of business business. Production or modification is always carried out by us as long as he is not the manufacturer, without our commitment. In the case of processing, joining or commingling of the goods subject to reservation of ownership with other goods, our joint ownership in default the new corporeal thing arises in principle, in the case of paymentprocessing in the proportion of the value (= gross invoiced value including incidental expenses and taxes) of the goods subject to reservation of ownership to the value of the other goods. The Buyer buyer holds the sole ownership or joint ownership in safe custody for us. Products, which we are entitled to, consequently are designated as reserved products. 3. The buyer shall treat the reserved goods with due care and insure them at his own cost with sufficient coverage for their value as new against damage by fire, water and theft. 4. The buyer shall clearly mark the reserved goods as being owned by us and shall not re-move any property markings. 5. The buyer hereby assigns to us all claims in the amount of the final invoice amount agreed with him [including value added tax] against a customer or third parties which accrue to him him/her from the resale against his customers or third parties, irrespective of whether the purchased goods have been resold without goods. The buyer remains empowered to collect such receivables also after their assignment. Our right to collect such receivables is not affected thereby; however, we undertake not to collect such receivables as long as the customer meets his payment and other commitments in the proper manner. 6. The buyer is required on request to disclose to us the assigned receivables and the names of the debtors, supply all particulars necessary for collection, make available the records pertaining thereto, and inform the debtors of the assignment. 7. Pledges or after processingsecurity transferences are inadmissible. 8. Upon requestIf third parties claim the reserved products, the Buyer shall provide buyer will point to our ownership and inform us with a detailed list immediately. 9. In case of the assigned claims, including buyer acting contrary to the names contract - in particular default of payment - we are entitled after an adequate extension and addresses in case of non-fulfilment by declaration of withdrawal of the Buyers, contract to take back the amount reserved products or to demand cancellation 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 customersbuyer’s surrendering demands against third parties where appropriate.

Appears in 1 contract

Sources: General Terms and Conditions of Sale and Delivery

Retention of Title. The extended retention Provision of materials - Tools - Confiden- tiality (1) Insofar as we provide parts to the supplier, we reserve title applies to all deliveriesthese parts. All delivered goods remain our property until full payment. We must be informed immediately of any seizures Processing or attachments remodelling 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 supplier shall be assigned carried out on our behalf. If our reserved goods are processed with other items not belonging 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 paymentus, we shall be entitled acquire co-ownership of the new item in the ratio of the value of our item (purchase price plus VAT) to take back the goods. Taking back other pro- cessed items at the goods does time of processing. (2) If the item provided by us is inseparably mixed with other items not constitute a withdrawal from the contract unless we expressly declare this in writing. After taking back the purchased goodsbelonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved item (purchase price plus VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the supplier's item is to be entitled regarded as the main item, it is agreed that the supplier shall transfer co-ownership to dispose of themus on a pro rata basis. The utilization can take place supplier shall keep the sole ownership or co-ownership for us. (3) We reserve title to tools; the supplier is obliged to use the tools exclusi- vely for the manufacture of the goods ordered 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 pricesus. The proceeds of supplier is obliged to insure the realization shall be credited tools belonging to us at replacement value against fire, water damage and theft at his own expense. At the Buyer’s liabilities less a lump sum for realization costs of 10 % of same time, 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 supplier hereby assigns to us all claims in for compensation arising from this insurance; we hereby accept 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 processingassignment. 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 The supplier is obliged to disclose carry out any necessary maintenance and inspection work on our tools as well as all maintenance and repair work at his own expense and in good time. He must notify us immediately of any malfunctions; if he culpably fails to do so, claims for damages shall remain unaffected. We also regard films made for the assignment production of etched parts as tools. (4) The supplier is obliged to his keep all illustrations, drawings, calculations and other documents and information received strictly confidential. This also includes all information relating to product planning and product development, product design, technical data, information on costs, prices, names of customers, information on financial circumstances, marketing strategies, operating methods, intellectual property (such as patents, copyright or trademarks) and all know-how. They may only be disclosed to third parties with our express consent. The confidentiality obligation shall also apply after the execution of this contract; it shall expire if and insofar as the manufacturing knowledge contained in the illustrations, drawings, calculations and other documents provided has become generally known, but at the earliest after 7 years from the date of transfer of the informati- on. (5) Upon termination of an enquiry, cooperation or business relationship, the supplier undertakes to immediately return all written documents and data carriers on which confidential information is recorded or stored and which it has received from us. In addition, he must destroy all other documents or data carriers on which confidential information is recorded or stored. The supplier shall confirm the destruction or deletion of the confidential of the confidential information immediately in writing.

Appears in 1 contract

Sources: Terms and Conditions of Purchase

Retention of Title. The extended retention of title applies to all deliveries. All Title in the Products delivered goods will remain our property vested in AkzoNobel until the purchase price has been paid in 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 Pending payment Buyer will hold 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 invoiceunused Products in trust for AkzoNobel. 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 Except for in current invoices [current account retention]. In case of breach of contract by the Buyer, in particular in a case of default of payment, we shall be entitled to take back Buyer may sell 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 Products in the ordinary course of business as long as he is not in default of paymentits business. The Buyer hereby assigns to us all claims in connection with the amount resale of the final Products to AkzoNobel (extended retention of title). ▇▇▇▇▇ is entitled to collect these claims on behalf of AkzoNobel, unless being in default. If the Products delivered are processed, AkzoNobel shall be considered the manufacturer of the newly produced goods and shall directly acquire sole title to the newly produced goods. If the processing involves the use of other materials not supplied by AkzoNobel, AkzoNobel shall directly acquire joint title to the newly produced goods in the proportion of the invoice amount agreed value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of such other materials. If the Products delivered by AkzoNobel are combined or blended with him [including material owned by Buyer, which has to be considered the main material, Buyer shall transfer to AkzoNobel joint title to the newly produced goods in the proportion of the invoice value added tax] which accrue of the Products delivered by AkzoNobel to him the invoice value (or, if the invoice value cannot be determined to the market value) of the main material. ▇▇▇▇▇ holds in custody for AkzoNobel any sole or joint ownership in the Products and the newly produced goods as set forth above at no expense for AkzoNobel and will insure those goods against defects or loss. Buyer hereby assigns all rights deriving from this insurance coverage to AkzoNobel. ▇▇▇▇▇▇▇▇▇ hereby accepts this assignment. If Buyer is in default, AkzoNobel is entitled to retreat from the resale against his customers sale and to take back the Products or third parties, irrespective of whether to claim from Buyer the purchased goods have been resold without or after processing. Upon request, the Buyer shall provide us with a detailed list cedation of the assigned claimsright of trover against any third party. Should a security right obtained in connection with these Terms and Conditions exceed ▇▇▇▇▇▇▇▇▇’s claims by more than 15 %, including AkzoNobel hereby waives such security right to the names and addresses of the Buyers, the amount of the extent it exceeds it own 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 customersby more than this degree.

Appears in 1 contract

Sources: Terms and Conditions of Sale

Retention of Title. The extended 7.1 ZEISS reserves the right of ownership of delivered goods and services ("goods subject to retention of title") until the purchase price of the goods subject to retention of title applies to all deliverieshas been paid in full. All delivered goods remain our property until full payment. We must ZEISS shall be informed notified by Customer immediately of any seizures seizure or attachments other access to the goods subject to retention of title by third parties. The Buyer may also resell our ; the same shall apply if an application for the opening of insolvency, bankruptcy or other similar proceedings has been filed. 7.2 If the goods only under subject to retention of titletitle are processed or transformed, the processing and transforming is carried out in the name of and for ZEISS as manufacturer. In the event of resale processing, transforming, combining or intermixture of unpaid goods subject to retention of title with other goods by the Customer, ZEISS shall be entitled to co-ownership of any new object inasmuch as the invoiced value of goods subject to retention of title relates to the value of the other involved goods. Where ZEISS loses ownership due to processing, transforming, combining or intermixture with other goods, the proceeds Customer herewith and without further act or formality transfers ownership of the sale new object to ZEISS to the extent of the value of the goods subject to retention of title. Customer shall be responsible for holding the new object in safe custody on the behalf of ZEISS and at Customer’s own expense. Any rights of ownership or co-ownership resulting from processing, transforming, combining or intermixture shall be deemed to be goods subject to retention of title within the meaning of section 7.1. 7.3 The Customer is only entitled to resell goods subject to retention of title or to process, transform or combine such goods or mix them with other property within the scope of proper business operations and as long as the Customer is not in default. The Customer shall be prohibited from taking any other disposition regarding goods subject to retention of title until the purchase price of the goods subject to retention of title has been paid in full. All enforcement costs will be charged to the Customer if and to the extent that they cannot be collected from the Customer or a third party. If the Customer grants its buyer additional time for payment of the sales price, the Customer shall reserve title to the goods subject to retention of title for itself on the same conditions upon which ZEISS has reserved its title when delivering goods subject to retention of title. Otherwise the Customer is not authorised to resell and is prohibited from reselling the goods subject to retention of title. 7.4 The Customer herewith assigns to ZEISS any claims against third parties resulting from a resale of goods subject to retention of title. They serve as collateral to the same extent as the goods subject to retention of title. The Customer shall only be entitled and authorised to resell goods subject to retention of title if it is ensured that Customer’s claims against third parties resulting from the resale are transferred to ZEISS. 7.5 If the Customer resells goods subject to retention of title together with goods from other suppliers at a certain total price, Customer assigns to ZEISS its claim against third parties arising from such resale to the extent of the invoice value of the goods subject to retention of title initially sold by ZEISS. 7.6 If an assigned claim is included into a current account, the Customer herewith assigns to us without further ado ZEISS that part of the balance which is equivalent to the amount of our invoicethis claim, including the final balance from the current account operations. 7.7 Until ZEISS gives notice of revocation, the Customer shall be authorised to collect claims assigned to ZEISS. The Buyer undertakes ZEISS shall be entitled to inform his customer of such revocation, if the assignment at our request. We retain title Customer fails to the delivery item until receipt of all payments arising from meet its payment obligations under the business relationship with ZEISS in due course. Upon such revocation, the BuyerCustomer shall, upon ZEISS’ request, immediately notify ZEISS of any assigned claims with the respective debtors, furnish all data required for collection of such claims, hand over all related documentation and notify the debtors of the assignment. ZEISS reserves the right to notify the debtors of the assignment itself. 7.8 If the value of the collateral deposited for the benefit of ZEISS exceeds the secured claims by a total of more than fifty (50) per cent, the Customer shall be entitled to demand that ZEISS release collateral of the choice of ZEISS having a value equal to such excess. 7.9 If ZEISS asserts the retention of title against the Customer, this action shall only be deemed as rescission of the contract if ZEISS expressly declares this in writing. 7.10 The Customer’s right to possess goods subject to retention of title shall extend be null and void, if the Customer fails 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 customersmeet its contractual obligations.

Appears in 1 contract

Sources: Terms and Conditions of Sale

Retention of Title. The extended retention 6.1 All objects of title applies purchase shall remain the property of Stöckl Parkett until the purchase price has been paid in full, including ancillary charges. 6.2 In order to all deliveries. All secure the goods 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. , they shall be stored separately and protected from moisture and insured against fire and theft at the customer's expense. 6.3 The resale of the goods subject to retention of title shall only be permitted with the express written consent of Stöckl Parkett. 6.4 In the event of resale of unpaid goodsthe goods subject to retention of title, the proceeds purchaser of the goods subject to retention of title hereby assigns its claims arising from this contract of sale to Stöckl Parkett. This assignment for security purposes shall be assigned to us without further ado to noted in the amount books of our invoicethe conditional purchaser on each page of the OP list, stating the date of the assignment agreement (conclusion of this contract) and the full company name of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (assignee). This note must in any case also be made in the list of open debtor items. The Buyer customer also undertakes to inform his customer its purchaser of the assignment at our requestof the claim. We retain Payments received by the customer from its purchaser shall be forwarded to Stöckl Parkett without delay. 6.5 Should the goods subject to retention of title to be treated or processed by the delivery item until receipt of all payments arising from customer, the business relationship with the Buyer. The retention of title shall also extend to the acknowledged balance insofar as we book claims against resulting new item. Should the Buyer in current invoices [current account retention]goods be processed, mixed or joined, Stöckl Parkett shall acquire co- ownership of the resulting new items. In case of breach of contract by this case, the Buyer, in particular in case of default of payment, we customer shall be deemed to be the custodian. 6.6 The customer shall not be entitled to take back the goods. Taking back pledge the goods does not constitute a withdrawal from subject to retention of title to third parties or to transfer them to the contract unless we expressly declare this in writing. After taking back the purchased goods, we shall be entitled ownership by way of security or to dispose of themthese goods for the benefit of third parties in any other way. The utilization can take place customer undertakes to notify ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as soon as possible of any compulsory seizure of the goods delivered under retention of title or any other access by private sale third parties to third dealers and/or final consumersthe same. In the event of realizationseizure or other claims by third parties, we the customer shall be entitled to grant inform the third party purchasers a price reduction of up to 70 % compared to that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is the regular list prices. The proceeds owner 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 customersgoods.

Appears in 1 contract

Sources: General Terms and Conditions

Retention of Title. The extended goods shall remain the seller’s property until full payment of all receivables including any supple- mentary claims, claims for compensation and encashment of cheques and bills of exchange. The purchaser may process and sell goods under the following provisions: a) Notwithstanding the seller’s revocation which is permissible at any point in time, the purchaser’s right to process goods in the regular course of business ends when the purchaser ceases payment or applies or opens bankruptcy proceedings or enters into an arrangement. b) By processing 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 purchaser who processes goods for the seller does not acquire ownership of the sale new items according to art. 950 BGB. If goods subject to retention of title are processed together, mixed or blended with other items, the seller shall be assigned acquire co-ownership of the new item in relation to us without further ado the value of the retention of title goods to the total value of the item. c) The purchaser hereby transfers to the seller the receivables including all collateral rights from the resale of retention of title goods, including rights on a pro-rata basis insofar as the goods have been processed, mixed or blended and of which the seller has acquired co-ownership to the amount of our invoicehis invoice sum. By virtue of this transfer, the seller is entitled to a portion of the purchase price on a pro-rata basis, i.e., the total invoiced value of the goods subject to retention of title in proportion to the invoice value of the new item. If the purchaser has sold his receivables in the framework of a true fac- toring transaction, he shall assign to the seller the receivables due from the factor in lieu of the original receivables. The Buyer undertakes seller shall accept this assignment. d) The seller shall not collect any of the assigned receivables as long as the purchaser complies with his payment obligations or his financial situation is not subject to inform his customer a ma-jor deterioration. The direct debit authority shall become void in the event of a default of payment and a major deterioration of the purchaser’s financial situation. In this event, the seller may in- form the final purchaser of the assignment at our request. We retain title to and may collect the delivery item until receipt of all payments arising from the business relationship with the Buyerreceivables on his own account. The retention of title purchaser shall extend to upon request provide 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 seller with a detailed list of receivables due to the assigned claims, seller including the names and addresses of his purchasers, amount of individual receivables, invoice dates, etc. and to provide the Buyers, seller with the information required to collect assigned claims and to enable the data submitted to be checked. Any amounts of assigned receivables which are received by the purchaser shall be kept separately for remittance. The purchaser may collect receivables unless the seller instructs him otherwise. e) The retention of title shall persist even if the individual receivables of the seller are taken onto a current account and the balance is accepted. The seller is entitled to a retention of title not only with respect to the accepted and abstract final ▇▇- ▇▇▇▇▇ but also for any partial balance. The purchaser shall assign to the seller receivables from the balance of the amount of the seller’s due receivables in the sense of art. 355 HGB. f) The seller already now releases fully paid deliveries in line with the purchaser’s instructions if the securities provided by virtue of a retention of title exceed the receivables to be secured by more than 10%. g) Retention of title goods or assigned receivables may not be pledged or used for chattel mortgage. In the event of a pledge, the seller shall be informed forthwith by identifying the creditor of such pledge. h) If the seller takes back goods based on his retention of title, this shall only be deemed as a withdrawal from the contract if this is expressly stated by the seller. The seller may use at his own discretion retention of title goods which he has re- trieved. i) The purchaser shall store retention of title goods free of charge to the seller. He shall insure them against common risks including fire, theft and water. The purchaser hereby assigns to the seller his claims and for damages against the invoice data, and shall provide us with all information necessary insurance company or other entities liable for damages resulting from the assertion above mentioned type of damage to the amount of the assigned claims seller’s receivables. k) Rights resulting from the retention of title and allow us privileges resulting from these Terms and Conditions shall be applicable until full release from contingent liabilities which the seller has accepted in the purchaser’s interest. l) As far as we provide advance deliveries of goods within the framework of a service transaction which our customer shall pay in line with a good account agreement, our retention of title rights as described above shall apply with no limitation to verify themthe goods provided by us. FurthermoreThese goods, as any retention of title goods, may be used to cover our receivables resulting from the Buyer is obliged to disclose the assignment to his customersbusiness relationship.

Appears in 1 contract

Sources: Purchase Agreement

Retention of Title. 7.1 The extended retention of title applies to all deliveries. All property in the 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 not pass to the amount of purchaser until all 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 current and future claims arising from the sales contract and our on-going business relationship with have been settled by 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]purchaser. In case of breach of contract by the Buyerpurchaser, including de- fault in particular in case of default of payment, we are entitled to take possession of the goods. The retraction of the goods by us does not constitute a cancelation of the contract, however, we reserve the right to cancel the contract. 7.2 The purchaser shall handle the goods with due care, maintain suitable insurance for the goods and, to the extent necessary, service and maintain the goods. 7.3 As long as our current and future claims arising from the sales contract and the on-going business relationship with the purchaser have not been settled, the purchaser shall imme- diately inform us in writing if the goods become subject to rights of third persons or other encumbrances. 7.4 The purchaser may resale goods subject to the above retention of title in the cause of his regular business. For this case, the purchaser hereby assigns all claims arising from such resale, whether the goods have been processed or not, to us. Notwithstanding our rights to claim direct payment, the purchaser shall be entitled to take back receive the goodspayments on the as- signed claims. Taking back To this end, we agree to not demand payment on the goods assigned claims to the extent the purchaser complies with all his obligations for payment and does not constitute a withdrawal from become subject to an application for insolvency or similar proceedings or to any stay of payments. However, if this is the contract unless we expressly declare this in writing. After taking back the purchased goodscase, we shall be are 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 demand disclosure of the assigned claims and allow us the respective debtors from the purchaser as well as all other information required for the collection of payment, delivery of all associated documents and notification of the debt- ors of the assigned claims. 7.5 The processing of the goods by the purchaser is always done on our behalf. If the goods are processed with other goods which we have no property in, we shall become co-owner of the goods in the ratio of the value of the goods subject to verify themretention of title to the value of the newly manufactured goods. FurthermoreThe newly manufactured goods are subject to the same provisions as the goods subject to retention of title. 7.6 We commit ourselves to release above securities on demand of the purchaser insofar as the liquidable value of the above securities exceeds the secured claim by more than 10%; we reserve the right to decide which parts of the security will be released. 7.7 If the retention of title in the form of this provision is ineffective under the law of the country of destination, the Buyer purchaser is obliged to disclose cooperate in creating a respective security which complies with the assignment to his customerslaws of that country.

Appears in 1 contract

Sources: General Terms and Conditions

Retention of Title. 5.1 The extended delivered goods shall remain our property and we reserve legal title until any and all our claims arising from or under the business relationship with the Purchaser have been paid in full. In the case of current accounts, this retention of title applies shall be security for any balance of unpaid invoices to all deliverieswhich we are entitled. 5.2 The Purchaser shall be entitled to process and sell the goods for which we have reserved legal title (“Retention Goods”) in the course of ordinary business. He is not entitled to pledge the Retention Goods or make any dispositions endangering our title to such Retention Goods. The Purchaser hereby assigns his claim under the resale of the Retention Goods to us, and we hereby accept such assignment. We revocably authorize him to collect any accounts receivable regarding claims assigned to us in his own name but on our account. Such authorization may be revoked if the Purchaser does not meet his payment obligations. If the Purchaser sells the Retention Goods along with other goods, this assignment shall only apply to such part of the entire claim which corresponds to the purchase price payable for the Retention Goods (as agreed between the Purchaser and us) plus 10% of such price. We may revoke such authorization and the right to resell the goods, if the Purchaser is in default of the performance of material obligations. 5.3 Any processing or transformation of the Retention Goods by the Purchaser shall always be on our behalf. If Retention Goods are joined with other goods, we shall acquire joint ownership of the new goods in the ratio of the value of the Retention Goods to the other goods at the time of joining. The Purchaser shall store the goods of which we are (co)-owners free of charge. All delivered goods remain in which we hold (co-) ownership rights are hereinafter also referred to as Retention Goods. 5.4 The Purchaser shall provide us at all times with all information – as requested – concerning the Retention Goods or claims assigned to us under this contract. In case third parties access the Retention Goods, the Purchaser shall indicate our property until full payment. We must be informed ownership, shall notify us immediately of any seizures or attachments by third partiesand shall provide all documentation to us. The Buyer costs of a defense against attachments and claims shall be borne by the Purchaser. 5.5 In case the Purchaser is in default regarding his obligations owed to us, we shall be entitled (without prejudice to any other rights) to take back the Retention Goods and realize their value for the purpose of crediting their value against any sums due; we may also resell request assignment of the Purchaser’s claims against third parties for the return of goods, if appropriate. In such a case, the Purchaser shall grant us or our goods only under agents immediate access to the Retention Goods and shall surrender the same to us. 5.6 The Purchaser shall cooperate with regard to any measures necessary or useful for the validity and enforcement of claims arising from our retention of title. In case we deliver to a country where 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 agreed herein does not constitute have the same effect as 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 security as it does in the ordinary course Federal Republic 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 requestGermany, the Buyer Purchaser 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 do everything 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 customerscreate equivalent security interests in our favour without undue delay.

Appears in 1 contract

Sources: General Terms and Conditions of Business

Retention of Title. The extended retention of 8.1 We shall retain title applies to in 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 payment of all payments arising from our receivables under the business relationship with relationship. This shall apply even if the Buyer. The purchase price for certain deliveries of goods is paid by the party placing the order, for in this event the retention of title shall extend serve as security for our balance of receivables (Saldoforderungen). 8.2 Processing or alteration of goods subject to the acknowledged balance insofar as we book claims against the Buyer in current invoices [current account retention]. In case retention of breach of contract title by the BuyerPurchaser is always done in our name. 8.3 If goods subject to retention of title are processed, in particular in case of default of paymentcompounded to or inseparably mixed with other items not owned by us, we shall be entitled acquire co-ownership in the new product in proportion to take back the goods. Taking back value of the goods does not constitute subject to retention of title (final invoice amount less turnover tax) to the other goods at the time of processing, compounding or mixing, as the case may be. If the goods subject to retention of title are compounded or mixed in such a withdrawal from way that goods of the contract unless we expressly declare this in writing. After taking back purchaser may be considered as being the purchased goodsprincipal product, we agree with the Purchaser in advance, that the Purchaser shall transfer proportionate co- ownership in the new product to us. We hereby accept this transfer. Such sole ownership or co-ownership in a product shall be entitled to dispose maintained for us by the Purchaser free of them. charge. 8.4 The utilization can take place goods delivered by private sale to third dealers and/or final consumers. In the event of realization, we shall us may 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 resold in the ordinary course of business as long as by the Purchaser, provided he is not in default of paymentdefault. The Buyer goods subject to the retention of title may not be pledged or transferred by way of security. In the event of breaches of its duties by the Purchaser, in particular in the case of delayed payment, we shall be entitled, after a reasonable period of grace allowed to the Purchaser for performance has elapsed without result, to withdraw from the contract and take back the goods; this shall not affect the statutory provisions concerning cases where it is not necessary to allow a period of grace. The Purchaser shall be obliged to surrender the goods. 8.5 The Purchaser hereby assigns to us by way of security all claims receivables resulting from resale or any other legal grounds in relation to the amount goods subject to the retention of title. This assignment of receivables shall also cover any and all of the final invoice amount Purchaser’s receivables in relation to the closing balance of any current account agreed with him [including value added tax] which accrue to him from between the resale against his customers or third parties, irrespective of whether the purchased goods have been resold without or after processingPurchaser and its customers. We hereby accept this assignment. 8.6 Upon request, the Buyer Purchaser shall disclose any assignment of receivables and provide any desired information concerning the receivables assigned to us with a detailed list by submitting the relevant receipts. 8.7 We authorise the Purchaser to collect for our account and in its own interest the receivables assigned to us. Such authorisation may be revoked if the Purchaser does not properly meet its payment obligations. It shall expire if an insolvency petition is filed against the Purchaser, unless such application is obviously inadmissible or unsubstantiated. The Purchaser shall then promptly pass on to us any amounts collected for us, insofar as our receivables are due and payable. 8.8 Should the value of our security (including the advance assignments) exceed our receivables by 20%, we shall, at the request of the assigned claimsPurchaser, including release the names and addresses security exceeding such percentage, with the selection 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 such security to verify them. Furthermore, the Buyer is obliged to disclose the assignment to his customersbe at our discretion.

Appears in 1 contract

Sources: Order Agreement

Retention of Title. The extended retention of 7.1 LDCJS retains title applies to all deliveries. All delivered goods remain our property the Delivered Products until full payment. We must be informed immediately payment of any seizures or attachments by third parties. The Buyer may also resell our goods only (i) all amounts due under retention of title. In the event of resale of unpaid goodsContract, the proceeds and (ii) all present and future claims arising out of the sale business relationship between LDCJS and the Buyer, or its associated or subsidiary companies and affiliates. 7.2 The Buyer’s failure to make payment in accordance with (i) the Contract, and/or (ii) all present and future claims arising out of the business relationship between LDCJS and the Buyer, or its associated or subsidiary companies and affiliates, shall (i) entitle LDCJS to exercise a lien over the Products or any other products due to be assigned to us without further ado delivered to the amount of our invoiceBuyer or its associated or subsidiary companies and affiliates, and (ii) give LDCJS the right to take back Delivered Products. The Buyer undertakes to inform his customer assist and allow LDCJS and/or its representatives to enter the Buyer’s, Receiving Party’s and/or the Buyer’s agents or representatives’ premises during normal business hours and to remove all or part of the assignment at our requestDelivered Products. We retain title All costs incurred by LDCJS in relation to the delivery item until receipt of all payments arising from the business relationship with such actions shall be for the Buyer. The retention of title shall extend to ’s account. 7.3 Having (i) exercised a lien over, and/or (ii) taken 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 BuyerDelivered Products back, in particular in case of default of paymentaccordance with sub- paragraph 7.2 above, we LDCJS shall be entitled to take back sell them and apply the goodsproceeds against the liabilities of the Buyer, net of the costs of sale. Taking back the goods does not constitute a withdrawal from the contract unless we expressly declare this in writing. After taking back the purchased goodsAny profit made on resale shall belong to LDCJS, we and LDCJS shall be entitled under no duty 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 account 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. . 7.4 The Buyer shall be entitled to resell process the goods in Products within the ordinary course of business business. If title to the goods is lost as long as he is not a result of processing, the Buyer hereby transfers, in default advance, the title to the object arising from any such process to LDCJS, to secure any claims by LDCJS which arise in respect of payment. The LDCJS’s retention of title. 7.5 As a precautionary measure, the Buyer hereby assigns to us LDCJS all its claims in the amount from any sub-sales of the final invoice amount agreed with him [including value added tax] which accrue Products to him from its sub-buyers pending payment of the resale against his customers or third parties, irrespective of whether the purchased goods have been resold without or after processingsums referred to in sub-paragraph 7.1 above. Upon request, the LDCJS hereby accepts such assignment. LDCJS shall be entitled to collect any such assigned claim. 7.6 The Buyer shall provide us with a detailed list immediately inform LDCJS in writing of any attachment or 3rd party intervention in respect of the assigned claims, including the names Products. The Buyer shall be liable for and addresses of the Buyers, the amount of the claims and the invoice data, and shall provide us reimburse LDCJS for any costs associated 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 customersintervening in any such attachment or 3rd party proceeding.

Appears in 1 contract

Sources: General Terms and Conditions

Retention of Title. The extended ARADEX retains title to the delivery items until all obligations to the customer have been met. In the case that the value of all security rights exceeds the amount of all secured claims by more than 20%, ARADEX shall release a corre- sponding part of the security rights upon request by the customer. As long as the retention of title applies is effective, the customer is prohibited from pledging or transferring by way of security the items supplied, and only resellers are authorized to all deliveries. All delivered goods remain our resell the items, subject to the reseller receiving payment from the reseller’s client or with the proviso that the property does not pass to the client 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 titlethe latter has met its financial obligations. In the event of resale of unpaid goodsany seizures, attachment, or other disposition or intervention by third parties, the proceeds customer must promptly inform ARADEX. In the case of breaches of duty 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 Buyercustomer, in particular in the case of default of in payment, we shall be ARADEX is entitled to cancellation and to take the goods back after the unsuccessful expiry of a deadline set for the customer to comply. The statutory provisions on the dispensability of setting deadlines remain unaffected. The customer is obliged to surrender the retained goods. Taking back the goods and claiming retention of title, respectively, or seizing the reserved goods by ARADEX does not constitute a signify withdrawal from the contract contract, unless we such is expressly declare this in writing. After taking back declared by the purchased goods, we shall be entitled to dispose of themsupplier. The utilization can take place by private sale customer is permitted to third dealers and/or final consumersprocess or transform the reserved goods or combine the same with other items. The processed, transformed, or combined product are regarded as reserved goods. In the event case of realizationprocessing, we shall be transformation, or combination with other items not belonging to ARADEX, ARADEX is entitled to grant the third party purchasers a price reduction of up to 70 % compared to the regular list prices. The proceeds co-ownership 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 new item 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 proportion resulting 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 ratio of the assigned claims, including the names and addresses value of the Buyerspro- cessed, transformed, or combined reserved goods to the amount value of the claims and new item at the invoice data, and shall provide us with all information necessary for the assertion time of the assigned claims and allow us to verify them. Furthermoreprocessing, the Buyer is obliged to disclose the assignment to his customerstransformation, or combination.

Appears in 1 contract

Sources: Purchase Agreement

Retention of Title. The extended retention of title applies to all deliveries1. All delivered goods shall remain our property of BD until full paymentpayment of all current and future claims from the purchase contract and a current business relationship (secured claim). We must be informed immediately of any seizures or attachments by third parties. The Buyer may This shall also resell our goods only under retention of titleapply if the contractual partner has paid the purchase price for specially designated claims. In the event case of resale open accounts, th e reserved property is deemed to be a security for the balance claim of unpaid goods, the proceeds of the sale BD. The contractual partner shall be assigned entitled to us without resell and/or further ado process the goods that are subject to the amount retention of our invoice. The Buyer undertakes to inform his customer title in the ordinary course 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 Buyerbusiness. The retention of title shall extend extends to the acknowledged balance insofar full value of any products that arise from the processing, mixing or connection of BD's goods, whereby BD is deemed to be the manufacturer. The processed goods shall serve BD as we book claims against a security in the Buyer amount of the invoice value of the goods that are subject to retention of title. 2. Prior to full payment of the secured claims, the goods that are subject to a retention of title may neither be pledged to third parties nor assigned as a collateral. The contractual partner shall immediately inf orm BD in current invoices [current account retention]writing if and when any third parties have access to the goods that are subject to retention of title. 3. In the case of breach of contract processing with other goods not belonging to BD by the Buyercontractual partner, in particular in case of default of payment, we BD shall - to the extent that third party property rights continue to exist - be entitled to take back joint ownership of the goods. Taking back new item in propor- tion of the value of the goods does not constitute a withdrawal that are subject to retention of title to the other processed goods at the time of processing. The new item resulting from the contract unless we expressly declare this in writing. After taking back the purchased goods, we processing shall be regarded as a product that is subject to reten- tion of title within the meaning of this Section X. 4. The contractual partner shall irrevocably assign as a security to BD all claims and demands arising from the resale of the goods that are subject to retention of title, irrespective of any possible further processing and irre- spective of whether the goods are sold to one or several recipients, either in full or, where applicable, in the amount of a possible co-ownership share of BD. BD accepts this assignment. The obligations of the contractual partner as cited in Par. 2 shall also apply with respect to the assigned claims. 5. Besides BD, the contractual partner shall remain entitled to dispose of themcollect the receivables. The utilization can take place by private sale to third dealers and/or final consumers. In BD will not collect 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 receivables as long as he the contractual partner meets his payment obligations towards BD, 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 no application is filed for the assertion opening of insolvency proceedings and no other lack of his financial ca- pacity occurs. Should this happen, BD shall be entitled to demand that the contractual partner notifies BD of the assigned claims and allow us the corresponding debtors, provides all particulars necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. 6. Should the realizable value of the securities held by BD exceed its claims by more than 10 %, BD shall, at the contractual partner's request, release securities of its own choice. 7. In the case of commission processing, BD shall, with delivery of the goods, acquire the partial ownership to verify themthe entire material in the amount of its invoice value. FurthermoreBy applying the previous provisions, the Buyer partial ownership shall be maintained until complete payment of BD's claims. 8. In the case insolvency proceedings are opened over the assets of the contractual partner, BD shall be entitled to withhold material already processed by BD as well as any not yet converted stocks of material as a security for its total claims until the claims have been completely satisfied. 9. If the contractual partner is obliged in breach of contract, in particular in the event of non-payment of the purchase price due, BD shall be entitled to disclose withdraw from the assignment contract in accordance with the statutory provisions and to his customers▇▇- ▇▇▇▇ that the goods be returned on the basis of retention of title and of the effected withdrawal. In case the contractual partner does not pay the purchase price due, the aforesaid shall only apply if BD has at first set him a reasonable time limit for payment or if the setting of such a time limit is dispensable according to the statutory provisions.

Appears in 1 contract

Sources: General Terms and Conditions of Sale

Retention of Title. The extended retention of a) We shall retain title applies to in 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 payment of all payments arising from our receivables under the business relationship with relationship. This shall apply even if the Buyer. The purchase price for certain deliveries of goods is paid by the party placing the order, for in this event the retention of title shall extend serve as security for our balance of receivables (Saldoforderungen). b) Processing or alteration of goods subject to the acknowledged balance insofar as we book claims against the Buyer in current invoices [current account retention]. In case retention of breach of contract title by the Buyer, purchaser is always done in particular in case our name. c) If goods subject to retention of default of paymenttitle are processed together with other goods not owned by us, we shall be entitled acquire co-ownership in the new product in proportion to take back the goods. Taking back value of the goods does not constitute a withdrawal from subject to retention of title (final invoice amount including turnover tax) to the contract unless we expressly declare this in writingother processed goods at the time of processing. After taking back If the purchased goodsgoods subject to retention of title are inseparably compounded or mixed with other goods subject to retention of title, we shall acquire co-ownership in the new product in proportion to the value of the goods subject to retention of title (final invoice amount including turnover tax) to the other compounded or mixed goods at the time of compounding or mixing. If the goods subject to retention of title are compounded or mixed in such a way that goods of the purchaser may be entitled to dispose of them. The utilization can take place by private sale to third dealers and/or final consumers. In considered as being the event of realizationprincipal product, we agree with the purchaser in advance, that the purchaser shall transfer proportionate co-ownership in the new product to us. We hereby accept this transfer. Such sole ownership or co-ownership in a product shall be entitled to grant maintained for us by the third party purchasers a price reduction purchaser free of up to 70 % compared to the regular list prices. charge. d) The proceeds of the realization shall goods delivered by us may 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 resold in the ordinary course of business as long as he by the party placing the order, provided it is not in default of paymentdefault. The Buyer goods subject to the retention of title may not be pledged or transferred by way of security. e) The Seller hereby assigns to us by way of security all claims receivables resulting from resale or any other legal grounds in relation to the amount goods subject to the retention of title. This assignment of receivables shall also cover any and all of the final invoice amount Purchaser’s receivables in relation to the closing balance of any current account agreed with him [including value added tax] which accrue to him from between the resale against his customers or third parties, irrespective of whether the purchased goods have been resold without or after processingSeller and its customers. We hereby accept this transfer f) Upon request, the Buyer Seller shall disclose any assignment of receivables and provide any desired information concerning the receivables assigned to us with a detailed list by submitting the relevant receipts. g) We authorise the Seller to collect for our account and in its own interest the receivables assigned to us. Such authorisation may be revoked only if the Seller does not properly meet its payment obligations. The authorisation shall expire if insolvency proceedings are commenced over the assets of the assigned claimsSeller or if an insolvency petition is filed against it. The Purchaser shall promptly pass on to the Seller any amounts collected for the Seller, insofar as the Seller’s receivables are due and payable. h) Should the value of our security (including the names and addresses requirements) exceed our receivables by 20%, we shall, at the request of the Buyersparty placing the order, release the amount security exceeding such percentage, with the selection 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 such security to verify them. Furthermore, the Buyer is obliged to disclose the assignment to his customersbe at our discretion.

Appears in 1 contract

Sources: Standard Terms and Conditions of Payment and Delivery

Retention of Title. The extended retention a) We shall retain title 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 delivered under retention of title. In ) until 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 has discharged all payments claims 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 those arising from any account balance. This shall also apply when payments are made on specifically designated claims. Should the customer come to be in case of default of paymentdefault, we shall be entitled to take demand the surrender of the delivered goods at the customer’s expense. We shall be entitled to withdraw from the agreement, if an order for the commencement of insolvency proceedings has been made in regard to the customer’s assets . b) Any taking back the goods. Taking back the of goods does not constitute and/or assertion of retention of title rights shall be considered a withdrawal from the contract unless we expressly declare this in writingagreement only upon our express declaration to that effect.. c) The customer shall undertake any processing of delivered goods always for our benefit. After taking back Should the purchased goodsgoods delivered under retention of title be inseparably processed or mixed with goods that are the property of others, then we shall be entitled acquire co-title in the new goods in proportion of the invoice value of the goods and the invoice value of the other processed or mixed goods at the time of processing. d) If we should lose our rights under the retention of title through combining or mixing, the customer shall hereby transfer to dispose us the ownership of themthe new goods to the extent of the invoice value of the goods delivered under retention of title, and shall take custody of these free of charge. The utilization can take place by private sale to third dealers and/or final consumers. In the event Any goods in which we acquire rights of realization, we co-title shall be entitled to grant considered goods delivered under retention of title in the third party purchasers a price reduction sense of up to 70 % compared to the regular list prices. letter a). e) 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 customer may sell the goods in delivered under retention of title only within the ordinary course of business under his normal Terms and Conditions and as long as he is not in default default, provided that claims arising from the resale of paymentgoods according to letters f) and g) shall be assigned to us. He shall not be entitled to dispose of the goods delivered under retention of title in other ways. f) The Buyer customer hereby assigns to us all claims in arising from the resale of goods delivered under retention of title. They shall serve as security to the same extent as the goods delivered under retention of title, and we hereby accept the assignment. g) Should the customer sell the goods delivered under retention of title together with other goods not delivered by us, the assignment of claims arising from the resale shall only apply to the amount of the final invoice amount agreed with him [including value added tax] of the respective goods delivered under retention of title. For the sale of goods in which accrue we hold co-title, according to him letter b), the claim shall only apply to the share of this co- title. h) The customer shall have the right to collect receivables from the resale against his customers sale of goods according to letters e) and f) until withdrawal on our part.. In the cases mentioned under section 8. we shall have the right to withdraw, if the customer comes to be in default, if an order for commencement of insolvency proceedings was issued or third parties, irrespective in case of whether suspension of payment.. In these cases the purchased goods have been resold without or after processing. Upon request, the Buyer customer shall provide immediately make known to 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 debtors therein, make all statements necessary for collection, hand over all relevant documents and inform the debtors of the assignment. Under no circumstances shall the customer be authorized to assign these claims. i) Should the value of existing collateral exceed the value of the secured claims by more than 20%, we shall be obligated to the release of collateral of our choice to that extent.. The customer shall immediately notify us to verify them. Furthermore, in the Buyer is obliged to disclose event of seizure or other third party encroachments. j) Should the assignment to his customers.retention of title in this form not be fully effective for legal reasons,

Appears in 1 contract

Sources: Terms of Sale and Delivery

Retention of Title. 5.1. Until complete payment of all present and future receivables arising from the agreement and of the ongoing business relationship to the buyer, the Seller shall retain title in the goods sold. 5.2. The extended goods delivered under the retention of title applies shall not be permitted either to all deliveriesbe pledged to third parties or to be transferred as collateral prior to full payment of the secured receivables. All delivered goods remain our property until full payment. We must be informed immediately of any seizures The buyer shall inform the Seller in writing without undue delay if a petition to initiate bankruptcy proceedings is lodged or attachments to the extent that access by third parties. The Buyer may also resell our parties ( e.g. pledges) is effected on the goods only delivered under the Seller’s retention of title. 5.3. The handling and processing of the goods delivered under the retention of title shall be effected on behalf of the Seller such that the Seller is to be regarded as a ( co-) manufac- turer of the handled or processed goods according to its invoice value, as contemplated under § 950 of the Civil Code ( the 'BGB' ) and shall receive joint title in the newly created item in proportion to its invoice value. 5.4. In the event of resale the Seller’s withdrawal from the agreement due to non-payment of unpaid goodsthe payable purchase price, the proceeds of Seller shall have the sale shall be assigned right to us without further ado to demand the amount of our invoice. The Buyer undertakes to inform his customer of goods based upon 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 and the withdrawal. 5.5. The Seller shall extend have the right to enter the warehouse of the buyer in order to ascertain and to make a written record of whichever goods subject to the acknowledged balance insofar as we book claims against retention of title are at hand. Such shall also apply after a petition to initiate bankruptcy proceedings over the Buyer in current invoices [current account retention]assets of the buyer. In case of breach of contract The written record is to be countersigned 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 thembuyer. 5.6. The utilization can take place by private sale buyer shall have the right to third dealers and/or final consumers. In the event of realizationresell, 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 business, the goods subject to the retention of paymenttitle. The Buyer Seller shall be able to revoke its consent ( i ) if the buyer does not comply with its payment duties vis-à-vis the Seller or ( ii ) if the Seller’s claim for payment is jeopardized by the buyer’s inadequate ability to perform. 5.7. The buyer hereby assigns to us all claims the Seller as collateral any receivables against third parties arising from resale of the goods or products, in their entirety or 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 joint title of the assigned claims, including Seller in accordance with 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 customersabove clause 5.

Appears in 1 contract

Sources: General Terms and Conditions of Sale

Retention of Title. 3.1 The extended Seller retains the title to any products delivered until payment of the total claim from the business transaction has been effected. This shall also be applicable if payment is made for particularly identified supplies. In case of payment per cheque or bill, the retention of title applies only expires when a potential cheque or bill-related liability on part of the Seller has expired. In case of current accounts, the retained title to all deliveries. All delivered the products (goods remain our property until full payment. We must be informed immediately subject to retention of any seizures or attachments by third partiestitle) shall serve as security for the Seller's balance claim. The Buyer may also resell our goods only under shall treat good subject to retention of title. In the event title with care. 3.2 If goods subject to retention of resale of unpaid title are processed and/or combined or mixed with other goods, the proceeds Buyer shall immediately assign any rights of property or co-property to the resulting goods to the Seller; this shall not result in any obligations on part of the sale Seller. The newly created goods shall be assigned considered as goods subject to us without further ado retention of title in terms of the present Conditions. 3.3 The Buyer may dispose of goods subject to retention of title in the ordinary course of business. Any other dispositions, particularly pledging and transfer by way of security of goods subject to retention of title shall be prohibited. As soon as upon conclusion of the relevant delivery agreement, the Buyer shall assign to the Seller any claims, including any additional rights to which the Buyer is entitled opposite its clients and which result from sales or otherwise, by way of security up to the amount of our invoice. The Buyer undertakes to inform his customer open claims on part 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 proceedsSeller. The Buyer shall be entitled to resell the goods collect any assigned claims 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 processingbusiness. Upon request, the Buyer shall provide us with a detailed list of any information and documents required by 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 Seller for the assertion of rights against its customer. 3.4 If the value of claims assigned claims by the Buyer by way of security and allow us the value of goods subject to verify them. Furthermoreretention of title exceeds the Seller's total claim by more than 20%, the Buyer is obliged may request the release or retransfer of excessive securities. 3.5 The Seller's authorization to disclose sell goods subject to retention of title and collect claims which may have arisen shall expire in case of non-compliance with the assignment payment conditions, unauthorized dispositions, and if insolvency proceedings against the Buyer are applied for. In such case the Seller shall be entitled to his customersimmediately take possession of the goods subject to retention of title. 3.6 Should third parties take possession of goods subject to retention of title, the Buyer shall inform such third parties of the Seller's property title and notify the Seller immediately. 3.7 If the Seller utilizes its right to retention of title by withdrawal of goods subject to retention of title, the Seller shall be entitled to freely dispose of such goods or have them auctioned. Additional claims for damages, in particular for loss of profit, are reserved by the Seller.

Appears in 1 contract

Sources: Terms of Service

Retention of Title. The extended retention 8.1. Until the purchase price plus any default interest and expenses incurred in connection with reminders and collecting of title applies to all deliveries. All monies as well as other costs have been paid in full, the delivered goods shall remain our the property until full payment. We must be informed immediately of any seizures or attachments by third partiesDENTSPLY. The Buyer may also resell our shall be obliged to provide for adequate insurance coverage for the goods only under subject to retention of title, and to handle them with due care. In the event of resale of unpaid goodsIf any maintenance or inspection should be required, the proceeds of the sale Buyer shall be assigned to us without further ado to the amount of our invoice. The Buyer undertakes to inform his customer of the assignment have them performed regularly 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 proceedsexpense. 8.2. The Buyer shall be entitled to process and resell the goods subject to retention of title in the ordinary course of business its business. If goods subject to retention of title are processed, joined or combined with other goods, we shall acquire joint ownership in the relevant new products, namely in respect of processed goods proportionate to the value (i.e. the gross invoice value including ancillary costs and taxes) of the goods subject to retention of title compared to the value of the new product, and in respect of joined or combined goods proportionate to the value of the goods subject to retention of title compared to the value of the other goods. 8.3. In the event of a resale of goods subject to retention of title by the Buyer the Buyer’s claim to the payment of the purchase price shall be deemed to be assigned to DENTSPLY by way of security (extended retention of title). Even after such assignment the Buyer shall be authorized to collect such claims. Our right to collect such claims directly shall not be affected, however, we shall not exercise this right as long as he is the Buyer duly meets its payment and other obligations. Upon our request the Buyer shall inform us about the assigned claims and the relevant debtors and supply us with all details required for collection and all relevant documents. 8.4. Upon the Buyer’s request DENTSPLY shall release the claims assigned as security to the extent DENTSPLY’s interest in the provision of security ceases to apply. Such interest shall cease to apply insofar as the realisable value of the claims exceeds the cover limit of 110% (one hundred and ten percent) of the secured claims not in default of paymentonly temporarily. The Buyer hereby assigns cover limit is assumed to us all claims in have been met if at the amount time at which a request for release is made, the estimated value of the final invoice amount agreed with him [including value added tax] which accrue claims as determined by an appraiser corresponds to him from 150% (one hundred and fifty percent) of the resale against his customers or third parties, irrespective secured claims. It shall still be permitted to provide evidence that the claims assigned as security have a different realisable value. 8.5. For as long as and to the extent the retention of whether the purchased goods have been resold without or after processing. Upon requesttitle applies, the Buyer shall provide us with a detailed list not have the right to pledge the goods or any objects produced from the same without our approval. The conclusion of financing contracts (e.g. leasing) that involve the transfer of our rights under the retention of title shall be subject to our prior written approval, unless the financing institution is obliged under the relevant contract to pay the part of the assigned claims, including the names and addresses of the Buyers, the amount of the claims and the invoice data, and shall provide purchase price owed to us with all information necessary for the assertion of the assigned claims and allow us directly to verify themus. FurthermoreAlso, the Buyer shall not be entitled to enter into covenants with its customers that might affect our rights. 8.6. The Buyer shall make book entries stating the retention of title and shall immediately notify DENTSPLY of any third- party seizures (in particular attachments) of goods to which title has been retained or of assigned claims. Likewise any assignment of claims of the Buyer to DENTSPLY shall be documented appropriately (e.g. by way of book entries) and shall upon DENTSPLY’s request be disclosed to the Buyer's contract partner at the latest by the time the invoice is obliged issued to disclose such contract partner. 8.7. In the assignment event the Buyer acts in violation of the contract, in particular in case of a default in payment, we shall have the right to his customersrescind the contract and recover the goods. For the purpose of recovering the goods the Buyer herewith expressly and irrevocably grants us permission to freely access its business and storage premises and remove the goods. 8.8. The Buyer shall reimburse us for any and all damage and costs resulting from a violation of the above duties and from any measures required to prevent third parties from seizing the goods.

Appears in 1 contract

Sources: General Terms and Conditions

Retention of Title. 1. The extended retention of title applies agreed hereafter serves to safeguard all deliveriesof the Seller‘s existing and future claims against the Customer from the business relationship, in case of outstanding invoices also as security for the balance of accounts. All As far as the reimbursement by means of cheque is agreed with the Customer, the retention of title extends to the encashment of the accepted bill by the Customer and shall not be extinguished by the crediting of the cheque received. 2. The goods delivered goods by the Seller to the Customer shall remain our the Seller’s property until full payment. We must be informed immediately of any seizures or attachments by third partiescomplete payment has been effected for all secured claims. The Buyer may goods as well as the goods replacing them which are also resell our subject to the retention of title shall hereinafter be referred to as „goods subject to the retention of title“. 3. The Customer shall keep the goods subject to the retention of title for the Seller, free of charge. He shall be obliged to handle and store the goods subject to the retention of title with due care and only under use them for the intended purpose. He agrees in particular to insure them adequately at his own cost at the original value against damage by fire, water and theft. As far as maintenance and inspection works are required, the Customer must carry these works out in due time and at his own expense. 4. The Customer shall be entitled to process and sell the goods subject to the retention of title during the course of normal business operations until the occurrence of an enforcement event (clause 9). Hypothecation, transfer of ownership by way of security or similar forms of disposition relating to the goods subject to the retention of title shall not be permissible. 5. If the goods subject to the retention of title are processed or transformed by the Customer, then it shall be agreed that this processing or transformation shall be made on behalf and account of the Seller as manufacturer and that the Seller acquires indirect ownership or – if materials of several owners are processed or the value of the processed or transformed good is higher than the value of the good subject to the retention of title – co-ownership (ownership in fractional shares) of the newly created good in relation to the value of the goods subject to the retention of title. In the event that such acquisition of resale of unpaid goodstitle will not occur for the Seller, then the proceeds Customer will transfer his future goods or co-ownership of the sale shall be assigned to us without further ado newly created good – in the ratio above – as a precaution to the amount of our invoiceSeller. The Buyer undertakes to inform his customer of If the assignment at our request. We retain title goods subject to the delivery item until receipt of all payments arising from the business relationship with the Buyer. The retention of title shall extend are connected to or inseparably mixed with other goods to a new good and if one of these goods may be considered as the main good, then the Seller will transfer the Customer co- ownership at pro rata to his own share in the new good in the relation pursuant to sentence 1 if he owns the main good. 6. If the goods subject to the acknowledged balance insofar retention of title are resold, then the Customer will already at this point assign the claim arising thereof vis-à-vis the buyer – and in the event of co-ownership of the Seller in the goods subject to the retention of title at pro rata to the co-owned share – to the Seller, and this until satisfaction of all of the Seller’s claims to be secured. The same shall apply to other goods, rights and claims replacing the goods subject to the retention of title or that arise otherwise in connection with these goods, such as we book e. g. insurance claims or claims arising from torts in the event of loss or destruction. The Seller revocably authorises the Customer to collect the claims assigned to the Seller on his own behalf. The Seller may only revoke this direct collection authorisation in the enforcement event. 7. If third parties access the goods subject to the retention of title, particularly by pledging, the Customer will immediately notify them of the ownership of the Seller and inform the Seller thereof in order to enable the Seller to enforce his ownership rights. If the third party is not able to refund the Seller all court and out-of-court fees incurred in connection thereof, then the Customer will be liable vis-à-vis the Seller. 8. The Seller will release the goods subject to the retention of title and the goods, rights and claims in lieu of them, unless their value does not exceed the secured claims by more than 10 %. The selection of the securities to be released hereinafter shall be at the discretion of the Seller. 9. If the Seller withdraws from the contract due to a breach of contract of the Customer (enforcement event) - particularly default of payment – then the Seller will be entitled to demand the return of the goods subject to the retention of title as well as the goods, rights and claims in lieu of them and to utilise them. The proceeds from utilisation shall be offset against the Buyer in current invoices [current account retention]liabilities of the Customer after the deduction of reasonable utilisation costs. In case of breach of contract by an enforcement event the Buyer, in particular in case of default of payment, we shall be entitled to take back Seller may demand that 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 Customer provides all information necessary for the assertion enforcement of his rights and for the collection of claims, that he hands over any relevant documents and that he informs the debtors (third parties) of the assigned claims and allow us to verify them. Furthermore, the Buyer is obliged to disclose the assignment to his customersassignment.

Appears in 1 contract

Sources: General Terms and Conditions of Delivery

Retention of Title. The extended retention of title applies to all deliveries. All delivered goods Goods will remain our property until full payment. We must be informed immediately effective payment of any seizures or attachments by third partiesall claims against the purchaser – including such arising in future – regardless of legal basis (including cheque, assignment, guaranty, compensation etc.). The Buyer may same also resell our applies with regard to conditional claims. In the case of processing or combination of the reserved goods only under (goods subject to a retention of title. In ) within the event meaning of resale of unpaid goods, the proceeds Sections 947 and 950 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 German Civil Code (BGB) 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 other items not owned by the Buyer, in particular in case of default of paymentourselves, we shall be entitled to take back co-ownership in the goodsnew item in proportion to the value of the reserved goods vis-à-vis the remainder of the processed or combined item at the time of processing or combination. Taking back Where the purchaser acquires sole ownership of the new item, the purchaser hereby assigns to us a co-ownership share in the new item in proportion to the value of the processed or combined reserved goods does not constitute a withdrawal from vis-à-vis the contract unless we expressly declare this remainder of the processed or combined item at the time of processing or combination, and will duly hold such in writingsafe custody on our behalf and free of charge. After taking back the purchased goods, we shall be entitled to The purchaser may 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 reserved goods in the ordinary course of business against cash payment or retention of title; but may not otherwise dispose of such, in particular, by way of assignment as long as he is not in default security or pledging. To safeguard our claims – regardless of paymentlegal basis (cf. The Buyer Section 6, sentence 1) the purchaser hereby assigns to us all claims in its outstanding receivables based on goods resulting from our deliveries to the amount value of the final invoice amount agreed with him [resale price, including value added tax] which accrue , together with all commensurate ancillary rights. Where the reserved goods have been sold by the purchaser in combination with other items not owned by us for an overall price, assignment will be effected solely to him the value of the amount the purchaser was charged by us for the reserved goods sold in combination. Where the purchaser’s claims from the resale against his customers or third parties, irrespective of whether the purchased goods have been resold without or after processing. Upon requestare included in a current account, the Buyer shall provide purchaser hereby duly assigns to us with a detailed list its claims from the current account against its customer. Assignment is effected to the value of the amount the purchaser was charged by us for the resold reserved goods. The purchaser is entitled to collect the receivables assigned claimsto us until further notice. In the event of circumstances pertaining to the purchaser that, including in our opinion, no longer warrant the names and addresses granting of the Buyerscredit, the amount purchaser is to afford us access to its accounts for the purpose of ascertaining the claims and the invoice datareceivables assigned to us as per Section 6, and shall sentence 4 et seq., provide us with all commensurate information necessary for and documentation and, at our request, duly notify the assertion debtor of the assigned claims and allow us to verify themassignment in writing. FurthermoreIn the instance of circumstances as stated in Section 6, sentence 7 above, the Buyer purchaser will grant access to the reserved goods still in its possession, send us a precise list of the respective goods, and will also separate and relinquish the goods to us. Should the value of this security exceed the value of our claims by more than 20%, at the request of the purchaser we will reduce the security accordingly at our discretion. The purchaser is obliged to disclose promptly notify us in writing of any third-party access to the assignment reserved goods or receivables assigned to his customersus and will support us in any resulting action in any way possible. All associated costs are to be borne by the purchaser.

Appears in 1 contract

Sources: General Terms and Conditions

Retention of Title. The extended retention of title applies to all deliveries. All delivered goods remain our property until full payment1. We must be informed immediately hereby reserve ownership of any seizures or attachments by third partiesthe goods supplied for all receivables under the present and future busi- ness relationship with the purchaser (current account retention). The Buyer may also resell our goods only under addition of individual items to an open account or balancing of the account and acceptance of the same shall not lift the 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. 2. 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 our retained goods during the goods. Taking back purchaser's normal hours of business should the goods does not constitute a withdrawal from latter fail to fulfil its obligations to us, in particular in the contract unless we expressly declare this in writing. After taking back the purchased goodscase of payment arrears, and we shall be entitled to dispose enter all of themthe purchaser's business and storage premises for this purpose. The utilization can take place by private sale to third dealers and/or final consumersSuch removal shall not consti- tute unlawful interference. 3. In the event of realizationprocessing of our goods or combining thereof with other products, we shall acquire joint ownership over the objects resulting from the processing or combining which the purchaser shall preserve for us with the due diligence of a prudent businessman and free of charge. Our joint ownership share shall be entitled to grant determined based on the third party purchasers a price reduction of up to 70 % compared portion corresponding to the regular list prices. The proceeds value of our goods in relation to the value of the realization shall be credited against resulting object. Should the Buyer’s liabilities less purchaser acquire sole ownership as a lump sum for realization costs of 10 % result of the sales proceedscombining, it shall hereby assign joint ownership thereof to us based on the ratio of the value of the retained goods to the value of the resulting object. The Buyer Clause 4 below shall be entitled apply to resell resale. Any receivables arising from the resale or on some other legal basis, are hereby assigned to us to the value of the aforementioned portion. 4. In the event of the retained goods in being sold by the ordinary course of business as long as he is purchaser alone or together with goods not in default of payment. The Buyer belonging to us, the purchaser hereby assigns any receivables arising from the resale to us all claims us, in the amount of the final value of the retained goods including any ancillary rights, and with priority over the remainder. We hereby accept the assignment. The value of the retained goods shall be our invoice amount. 5. The purchaser shall only be entitled to resell, exploit or incorporate the retained goods in the normal course of business. The purchaser shall not be entitled to any other disposal of the retained goods and in particular to attachment or assignment as security thereof. In the case of payment by cheque/bill of exchange procedure, the right of retention shall only lapse once the bill of exchange/cheque clears and the invoice amount agreed is cred- ited. 6. The authorisation to resell, exploit or incorporate the retained goods shall not apply where the purchaser concludes terms and conditions with him [including value added tax] a third party under which accrue it is not permitted to him assign third party claims to us. 7. The purchaser hereby authorises us to collect the receivables assigned to us until further notice. We shall refrain from exercising our authority to collect providing the resale against his customers or third parties, irrespective of whether the purchased goods have been resold without or after processingpurchaser fulfils its payment obligations. Upon At our request, the Buyer purchaser shall be required to provide us with a detailed list information regarding the status of the any goods over which we have retained title and of any receivables and rights assigned claims, including the names and addresses of the Buyers, the amount of the claims and the invoice datato us, and shall provide inform its customer of the assignment. We shall be entitled, but not obliged, to notify the purchaser's customers of the assignment and to independently assert any claims assigned to us, at any time. Assertion of the rights assigned shall be at the cost and risk of the purchaser without giving rise to any obligation on our part in this respect or to the possibility of us being held liable by the purchaser as a result hereof. 8. The purchaser must inform us immediately in the event of our retained goods or claims assigned to us becoming involved in third party enforcement measures and must supply us with all information necessary for any documentation required to contradict the assertion measures. 9. We hereby undertake to release securities to which we are entitled, at the purchaser's request, to the extent that the value of such securities exceeds the value of the assigned claims debts to be secured by more than 20%, and allow us insofar as these remain outstanding. 10. Attachments on or assignment of the retained goods or rights to verify themwhich we are entitled, as collateral or security and other methods of disposal by the purchaser impacting upon our rights shall not be permitted. 11. FurthermoreIf third parties attempt to secure the retained goods, the Buyer is obliged claims thereto assigned to disclose us or any rights estab- lished under the assignment foregoing paragraphs, the purchaser shall inform such parties of our ownership and shall inform us immediately, sending all documentation required to his customersintervene. 12. Recovery of the retained goods or attachment thereof by us shall not constitute withdrawal from the agree- ment; such measures serve purely to secure our claims. 13. In the event of a resale of the retained goods, we do not consent to the initiation of court settlement or insolvency proceedings.

Appears in 1 contract

Sources: General Delivery Terms and Conditions

Retention of Title. 1. The extended retention goods shall remain the property of title applies to all deliveries. All delivered goods remain our property the seller until full payment. We must be informed immediately payment 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 all receivables for the delivery item until receipt of all payments goods arising from the business relationship with the Buyerrelationship, including ancillary claims, damages as well as payment of cheques and bills of exchange. The right of retention of title shall extend remain even if individual claims by the seller are included in a current invoice and the balance is drawn and recognised. 2. If the goods supplied under retention of title are combined by the purchaser into a new movable, mixed or processed asset, this shall be done for the seller, without him being liable as a result. By combining, mixing or processing the goods, the purchaser does not acquire ownership of the new item in accordance with sections 947 ff. BGB. By combining, mixing or processing items that do not belong to the acknowledged balance insofar as we book claims against seller, the Buyer seller acquires ownership of the new item in current invoices [current account retention]proportion to the value of his goods under retention of title in relation to the total value. 3. In case If a centralised authority is invoked in the business between the seller and purchaser, which assumes the risk guarantee, the seller shall transfer ownership on dispatch of breach the goods to the central authority subject to the condition of contract payment of the purchase price 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 themcentral authority. The utilization can take place purchaser will only be released from their payment obligation upon payment 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 pricescentral authority. 4. 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 purchaser is entitled to resell or further process the goods only under consideration of the following conditions: a) The purchaser may sell or process the goods under retention of title in the ordinary course of business as long as he is business, provided that his financial situation does not in default subsequently significantly deteriorate. b) The purchaser hereby assigns any claim with all ancillary rights arising from the resale of paymentthe goods under retention of title - including any balance claims - to the seller. The Buyer hereby assigns to us all claims in seller accepts this assignment. c) If the goods were combined, mixed or processed and the seller has acquired joint ownership by the amount of the final invoice amount agreed with him [including invoiced value, then he shall be entitled to the purchase price in proportion to the value added tax] which accrue of his rights to him from the resale against his customers or third parties, irrespective goods. d) If the purchaser sells the claim within the framework of whether the purchased goods have been resold without or after processing. Upon requestfactoring, the Buyer shall provide us with a detailed list purchaser will assign the claim against the factor replacing the original claim to the seller and will pass on its sales proceeds proportionately to the seller for the value of the assigned claims, including the names and addresses rights of the Buyers, the amount seller 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 themgoods. Furthermore, the Buyer The purchaser is obliged to disclose the assignment to the factor if it is more than 10 days past its due date with an invoice or if his financial situation deteriorates significantly. The seller accepts this assignment. e) The purchaser is authorised, provided it meets its payment obligations to recover the assigned receivables. The right to recover these claims shall expire in case of default of payment by the purchaser or significant deterioration of the assets of the purchaser. In this case the seller is authorised by the purchaser to inform the customers of the assignment and recover the receivables. To assert the assigned claims, the purchaser shall provide the necessary information and permit verification of the information. In particular, he shall provide the seller with a detailed listing of all outstanding claims with the names and addresses of customers, amount of each claim, invoice date, etc. 5. If the value of the existing security provided for the seller exceeds the total amount of the seller’s claims by more than 10%, then the seller shall be obligated at the purchaser's request, to release securities at his discretion. 6. Pledging or transferring ownership of the goods by way of security or the assigned claims is inadmissible. The seller should inform the creditor immediately of any seizures naming the creditor of the seizure. 7. If the seller, in the exercise of its retention of title requests the delivery item back, this shall not automatically be deemed a withdrawal from the contract. The seller is free to sell the returned goods subject to the retention of title by private sale. 8. The purchaser shall store the goods under retention of title for the seller free of charge. He shall insure them against standard risks, such as fire, theft and water within the usual scope. The purchaser hereby assigns his claims to the seller for damages from the above risks that he would be entitled to from the with respect to insurance companies or other obligated parties at the invoiced amount of the goods. The seller accepts the assignment. 9. All claims and rights arising from the retention of title of all special forms defined in these conditions shall remain until there is a complete release from contingent liabilities (check-bill of exchange) that the seller has incurred in the interest of the purchaser. The purchaser is in the case of sentence 1 as a matter of principle allowed to carry out factoring for his accounts receivables. However, he must inform the seller before incurring contingent liabilities.

Appears in 1 contract

Sources: Standard Conditions

Retention of Title. The extended retention goods sold shall remain property of title applies to Seller until 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 claims arising out 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 Buyer have been satisfied, but the risk in the goods and all liability to third parties in respect therof shall pass to the Buyer on delivery. If the goods have been processed or finished by Buyer. The retention of , our title shall extend to the acknowledged balance insofar as we book claims against new finished product, but not to any waste streams from the Buyer in current invoices [current account retention]processing or finishing. 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 If the goods does not constitute a withdrawal from have been processed, combined or mixed by Buyer with goods of Buyer or third parties, Seller shall acquire joint title pro rata, to that part of the contract unless we expressly declare this goods that represents the invoiced value of our goods in writing. After taking back relation to the purchased goodstotal value of the other goods which have been processed, we shall be entitled to dispose of them. The utilization can take place by private sale to third dealers and/or final consumerscombined or mixed. In the event goods from Seller are combined or mixed with main goods ("Hauptsachen") of realizationBuyer or of any third party, we shall be entitled Buyer hereby assigns its rights to grant Seller with regard to the new products. If Buyer combines or mixes goods from Seller with main goods of a third party purchasers a price reduction of up for compensation, Buyer hereby assigns to 70 % compared Seller its right to the regular list pricescompensation from such third party. 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 may, in the ordinary course of business as long as his business, resell any goods which are subject to Seller's retention of title. If, upon such resale, Buyer does not receive the full purchase price in advance or upon delivery of such goods, he is not shall agree with his customer a retention of title in default of paymentaccordance with these conditions. The Buyer hereby assigns to us Seller all his claims in the amount of the final invoice amount agreed with him [including value added tax] which accrue to him arising from such resale and his rights arising from the resale against his customers or third parties, irrespective said agreement for retention of whether the purchased goods have been resold without or after processingtitle. Upon requestIf so requested by Seller, the Buyer shall provide us with a detailed list advise his customer of the assigned claims, including the names and addresses such assignment of the Buyers, the amount of the claims and the invoice data, rights and shall provide us Seller with all the information and documents necessary for to enforce Seller's rights. Notwithstanding the assertion foregoing, Buyer shall only be entitled to collect payments from claims from such resale to any third party as long as Buyer properly satisfies his obligations to Seller. In the event that the security interests granted to Seller exceed by more than 10 percent the value of the assigned Seller's claims and allow us arising out of our business relationship with Buyer, Seller shall, upon written request, be obligated to verify them. Furthermore, the Buyer is obliged to disclose the assignment to his customersrelease security interests in excess of said limitation.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Ferro Corp)

Retention of Title. The extended retention of title applies to all deliveries. All delivered goods (a) Products shall remain our OLEDWorks' 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 payment of all payments arising from claims in respect of the business relationship with the Buyer, including any future claims. The retention of title shall also extend to any Products delivered by way of exchange. (b) With respect to sales by OLEDWorks GmbH, if applicable, if the acknowledged balance insofar Products under retention of title should be combined in the meaning of sections 947 of the German Civil Code (BGB) with other items that do not belong to OLEDWorks GmbH, OLEDWorks GmbH shall have a right to co-ownership of the new item in the same ratio as we book claims against that between the value of the Products under retention of title, including VAT, and the value of the other items processed or combined at the time of processing or combination. Buyer in current invoices [current account retention]. In case shall store the item on behalf of breach OLEDWorks GmbH free 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 charge. (c) Until further notice Buyer is authorized to dispose of themthe Products under retention of title within the framework of its ordinary business operations. For this event Buyer hereby assigns to OLEDWorks its claims from a resale of the Products under retention of title (the resale price including VAT) - including the corresponding claims from bills of exchange and together with all ancillary claims. If Buyer should sell the Products under retention of title together with Products that do not belong to OLEDWorks at a total price the assignment shall only apply to the sum which OLEDWorks has charged Buyer for the Products under retention of title which have been sold. (d) If ▇▇▇▇▇'s claims from the resale form part of the balance in a current account, Buyer hereby assigns to OLEDWorks its claims against its own customer in respect of the claims in the current account. The utilization can take place by private sale to third dealers and/or final consumers. In the event of realization, we assignment shall be entitled to grant the third party purchasers a price reduction of up to 70 % compared apply 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 resale price including VAT. (e) Until further notice Buyer shall be entitled to resell collect the goods claims that have been assigned to OLEDWorks. Any assignment or pledging of such a claim shall only be permissible with OLEDWorks' written consent. If Buyer defaults on payment or fails to comply with his obligations 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 respect of the final invoice amount agreed with him [including value added tax] which accrue to him from the resale against his customers or third partiesretention of title, irrespective of whether the purchased goods have been resold without or after processing. Upon Buyer shall, on OLEDWorks' request, provide the debtors with written notification of the assignment, supply OLEDWorks with all information, submit and send OLEDWorks the documents and transfer any bills of exchange. If necessary, Buyer shall provide us with a detailed must grant OLEDWorks access to the relevant documents. (f) On the occurrence of the circumstances set out in Section 6 (e) sentence 3 Buyer must grant OLEDWorks access to the Products under retention of title which are still in its possession and send OLEDWorks an exact list of the assigned claimsProducts. Buyer must separate these from other Products and return them to OLEDWorks after OLEDWorks has withdrawn from the contract. (g) If the value of this security exceeds the sum of OLEDWorks' claim by more than 20%, including OLEDWorks shall at OLEDWorks' option and upon Buyer's request release the names and addresses security. (h) ▇▇▇▇▇ must immediately notify OLEDWorks in writing if any third parties should seize the Products under retention of the Buyers, the amount title or take possession of the claims assigned to OLEDWorks and must give OLEDWorks every possible support in the invoice data, intervention. (i) The costs for complying with the said duty to co-operate in enforcing all rights in respect of the retention of title and shall provide us with for all information necessary arrangements made for the assertion maintenance and storage of the assigned claims and allow us Products shall be borne by Buyer. (j) In case of insolvency proceedings over ▇▇▇▇▇'s property OLEDWorks is entitled to verify them. Furthermore, withdraw from the Buyer is obliged to disclose contract provided the assignment to his customersProducts under retention of title have not been fully paid.

Appears in 1 contract

Sources: Terms and Conditions of Sale

Retention of Title. 1. The extended retention goods shall remain the property of title applies to all deliveries. All delivered goods remain our property the seller until full payment. We must be informed immediately payment 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 all receivables for the delivery item until receipt of all payments goods arising from the business relationship with the Buyerrelationship, including ancillary claims, damages as well as payment of cheques and bills of exchange. The right of retention of title shall extend remain even if individual claims by the seller are included in a current invoice and the balance is drawn and recognised. 2. If the goods supplied under retention of title are combined by the purchaser into a new movable, mixed or processed asset, this shall be done for the seller, without him being liable as a result. By combining, mixing or processing the goods, the purchaser does not acquire ownership of the new item in accordance with sections 947 ff. BGB. By combining, mixing or processing items that do not belong to the acknowledged balance insofar as we book claims against seller, the Buyer seller acquires ownership of the new item in current invoices [current account retention]proportion to the value of his goods under retention of title in relation to the total value. 3. In case If a centralised authority is invoked in the business between the seller and purchaser, which assumes the risk guarantee, the seller shall transfer ownership on dispatch of breach the goods to the central authority subject to the condition of contract payment of the purchase price 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 themcentral authority. The utilization can take place purchaser will only be released from their payment obligation upon payment 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 pricescentral authority. 4. 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 purchaser is entitled to resell or further process the goods only under consideration of the following conditions: A: The purchaser may sell or process the goods under retention of title in the ordinary course of business as long as he is business, provided that his financial situation does not in default subsequently significantly deteriorate. B: The purchaser hereby assigns any claim with all ancillary rights arising from the resale of paymentthe goods under retention of title - including any balance claims - to the seller. The Buyer hereby assigns to us all claims in seller accepts this assignment. C: If the goods were combined, mixed or processed and the seller has acquired joint ownership by the amount of the final invoice amount agreed with him [including invoiced value, then he shall be entitled to the purchase price in proportion to the value added tax] which accrue of his rights to him from the resale against his customers or third parties, irrespective goods. D: If the purchaser sells the claim within the framework of whether the purchased goods have been resold without or after processing. Upon requestfactoring, the Buyer shall provide us with a detailed list purchaser will assign the claim against the factor replacing the original claim to the seller and will pass on its sales proceeds proportionately to the seller for the value of the assigned claims, including the names and addresses rights of the Buyers, the amount seller 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 themgoods. Furthermore, the Buyer The purchaser is obliged to disclose the assignment to the factor if it is more than 10 days past its due date with an invoice or if his financial situation deteriorates significantly. The seller accepts this assignment. E: The purchaser is authorised, provided it meets its payment obligations to recover the assigned receivables. The right to recover these claims shall expire in case of default of payment by the purchaser or significant deterioration of the assets of the purchaser. In this case the seller is au- thorised by the purchaser to inform the customers of the assignment and recover the receivables. To assert the assigned claims, the purchaser shall provide the necessary information and permit verification of the information. In particular, he shall provide the seller with a detailed listing of all outstanding claims with the names and addresses of customers, amount of each claim, invoice date, etc. 5. If the value of the existing security provided for the seller exceeds the total amount of the seller’s claims by more than 10%, then the seller shall be obligated at the purchaser‘s request, to release securities at his discretion. 6. Pledging or transferring ownership of the goods by way of security or the assigned claims is inadmissible. The seller should inform the creditor immediately of any seizures naming the creditor of the seizure. 7. If the seller, in the exercise of its retention of title requests the delivery item back, this shall not automatically be deemed a withdrawal from the contract. The seller is free to sell the returned goods subject to the retention of title by private sale. 8. The purchaser shall store the goods under retention of title for the seller free of charge. He shall insure them against standard risks, such as e.g. fire, theft and water within the usual scope. The purchaser hereby assigns his claims to the seller for damages that he would be entitled to from the above risks with respect to insurance companies or other obligated parties at the invoiced amount of the goods. The seller accepts the assignment. 9. All claims and rights arising from the retention of title of all special forms defined in these con- ditions shall remain until there is a complete release from contingent liabilities (check-▇▇▇▇ of ex- change) that the seller has incurred in the interest of the purchaser. The purchaser is in the case of sentence 1 as a matter of principle allowed to carry out factoring for his accounts receivables. However, he must inform the seller before incurring contingent liabilities.

Appears in 1 contract

Sources: Terms of Payment and Delivery

Retention of Title. The extended 11.1 All goods delivered remain our property (goods subject to retention of title) until fulfilment of all claims, in particular, any balance claims to which we are entitled in the context of the commercial relationship. This shall also apply to future and conditional claims, for example, from acceptor bills. 11.2 Any reworking and/or processing of the goods that are under retention of title applies shall, without this placing us under any obligation, be deemed to all deliveries. All delivered goods remain have been carried out on our property until full payment. We must be informed immediately of any seizures or attachments behalf as the manufacturer as defined by third partiessection 950 BGB. The Buyer may also resell treated and processed goods shall be considered as goods subject to retention of title within the meaning of Clause 11.1. 11.3 In the event that the Purchaser processes, combines or mixes the goods subject to retention of title with other goods, we shall be entitled to co-ownership of the new item at the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods. Where our ownership expires as a result of combination, mixing or processing, the Purchaser hereby transfers the proprietary rights arising in its favour or expectant rights to the new stock or item in the amount of the invoice value of the goods only under subject to retention of title, in the case of processing, at the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used, and shall store the goods for us free of charge. Our rights of co-ownership shall be considered as goods subject to retention of title within the meaning of Clause 11.1. 11.4 The Purchaser may resell the goods subject to retention of title only in the normal course of business in accordance with its normal business terms and conditions and only insofar as the Purchaser is not in default, provided that it agrees retention of title with its customer and that the claims from the resale are assigned to us in accordance with Clauses 11.5 and 11.6. The Customer is not entitled to dispose of the goods subject to retention of title in any other way. Use of the goods subject to retention of title to fulfil contracts for works, labour and materials shall be considered as resale. 11.5 The Purchaser's claims from the resale of the goods subject to retention of title are hereby assigned to us. They shall serve as collateral to the same extent as the goods subject to retention of title within the meaning of Clause 11.1 11.6 Where goods subject to retention of title are resold by the Purchaser together with other goods, the claim from the resale shall be assigned to us at the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods. In the event of resale of unpaid goods, the proceeds of which we have joint ownership in accordance with Clause 11.3, a proportion of the sale claim corresponding to our share in ownership shall be assigned to us without further ado us. 11.7 The Purchaser is entitled to collect receivables from the amount of resale, unless we cancel the direct debit mandate in the circumstances specified at Clause 11.4. Upon our invoice. The Buyer undertakes request, the Purchaser is obliged to inform his notify its 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 us without delay – insofar as we book do not do so ourselves – and to provide to us the information and documentation required for collection. 11.8 The Purchaser is not entitled to assign the claims against under any circumstances; this also applies to factoring transactions, which the Buyer in current invoices [current Purchaser is not permitted to make on account retention]. In case of breach our direct debit mandate. 11.9 The Purchaser must inform us immediately of contract any seizure or other third-party interference. 11.10 Where the value of the existing securities exceeds the total claims being secured by the Buyer, in particular in case of default of paymentmore than 10%, we shall be entitled to take back are obliged, upon 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 request 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 Purchaser, to resell the goods in the ordinary course of business as long as he is not in default of payment. The Buyer hereby assigns release securities 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 requestthis extent, the Buyer shall provide us with a detailed list choice 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 customerssuch securities being at our discretion.

Appears in 1 contract

Sources: General Terms of Delivery and Payment

Retention of Title. The extended retention Goods shall remain Seller’s sole and absolute property as legal and equitable owner until Customer’s full payment for the goods and all other Goods and services supplied to Customer including all claims for damages, supplementary claims and until clearing of title applies to all deliveriesbills of exchange and cheques. 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 Customer is 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 process and resell the goods Goods in the ordinary course of business as long as - in accordance with the following provisions: 1. Customer acknowledges that he is not in default possession of paymentthe Goods solely as fiduciary and bailee for Seller; He is obliged at his own expense to store the Goods safely and take every care to protect the interest of the owner, and to insure the Goods. The Buyer hereby Customer assigns his future insurance claims to us all claims in Seller to the amount of the final invoice amount agreed with him [including value added tax] which accrue unpaid ▇▇▇▇▇▇’s lien, he agrees that Seller will cash the policy and on our request, Customer shall hand over the insurance policy to him Seller so that Seller is enabled to claim directly from the insurer. 2. As long as Customer fulfils his obligations to us properly, he is entitled to dispose freely of the Goods in the ordinary course of business until Seller withdraws this entitlement which is possible any time. Customer assigns all his future claims, security rights and subsidiary claims resulting from his joint contract and business relations that arise from his resale of the unpaid goods by way of security. The assignment refers to the proportional amount of our invoice in the ratio of the resold partially resold privileged property. This applies correspondingly to unpaid Goods that Seller owns proportionally. In case that Customer uses the reserved goods to process objects that are in a third party’s property, Customer assigns all his future claims against the third party to us by way of security. The right of resale is not given in the case of a prohibition of assignment between our Customer and his customers buyer concerning the claim of the purchase price. Furthermore Customer is not entitled to pledge our reserved goods or to burden them any other way or to assign them to a third parties, irrespective party by way of whether security. 3. Customer may manufacture the purchased unpaid Goods only as Seller’s agent. The new product will become the privileged property of Seller. If our unpaid Goods are mixed or manufactured together with other goods have been resold without or after processing. Upon requestthat are in the property of a third party, the Buyer said resulting product shall provide become or be deemed to be owned by us in common with a detailed list the other party in proportional share of the assigned claims, including the names and addresses invoice value of the Buyers, the amount of the claims our unpaid goods and the invoice datavalue of the other party’s goods. This applies correspondingly to admixture or union of our unpaid Goods and other goods that are in Customer‘s property. 4. Seller may withdraw from the Contract and reclaim the Goods as soon as the payment for them becomes overdue, without having to rescind the Contract and Customer has not provided a sufficient security in accordance with no. 5 of these Conditions. Seller may for the purpose of inspection or recovery of the Goods enter upon Customer’s premises or any other place where the Goods are stored. Customer in this case waives the defence of trespass to chattels. The recovery of our unpaid Goods shall not be a cancellation of the Contract unless expressly announced. The costs of recovery shall be for Customer’s account. Seller is entitled to sell the resumed Goods at best; by auction or by open-market sale. Seller can charge the proceeds against our claims. 5. If Seller may fear that his demands will not be met, ▇▇▇▇▇▇▇▇ has - on Seller’s demand - to inform his customers about the assignments, and shall provide he has to support us with all necessary information necessary for and all relevant documents so that we are enabled to contact their customers directly. 6. If the assertion value of the assigned securities that belong to us in accordance with the foregoing provisions exceed the secured claims and allow us against Customer more than 20 %, Customer is entitled to verify themdemand release of securities to that extent. Furthermore, The choice of the Buyer securities to be released in this case is obliged to disclose the assignment to his customersours.

Appears in 1 contract

Sources: General Terms and Conditions

Retention of Title. The extended retention of title applies to all deliveries1. All delivered goods shall remain our the property of the Supplier (goods subject to the retention of title) until full all claims to payment have been satisfied, particularly the respective balances to which the Supplier is entitled during the course of business relations as well as the receivables unilaterally established by the liquidator in the choice of fulfilment. This shall also apply if payments are made on specifically designated claims. The balance shall finally be extinguished after all outstanding claims and those covered by the balance are satisfied at the time of payment. 2. We must The handling and processing of the goods that are subject to the retention of title shall be informed immediately carried out for the Supplier as defined in Section 950 BGB without committing the Supplier. The handled and 1. If the Buyer processes, compounds and mixes these goods with other goods, the Supplier shall be entitled to co-ownership of any seizures the new items to the extent of the invoiced value of the goods subject to the retention of title in proportion to the invoiced value of the other goods used. If the Supplier’s ownership is extinguished by the compounding or attachments by third partiesmixing, the Buyer shall already now hereby transfer the rights of ownership, to which the Supplier is entitled in respect of the new condition or item, to the extent of the invoiced value of the goods that are subject to the retention of title; the Buyer shall also keep these goods free of charge for the Supplier. The Supplier’s rights of co- ownership shall be deemed to be goods subject to the retention of title in the sense of para. 1. 3. The Buyer may also resell our shall only be able to sell the goods, subject to the retention of title, in normal business transactions subject to its ordinary terms of business and only as long as it is not in default. This shall require that the proceeds from the resale pursuant to para. 4 to 6 pass to the Supplier. The Buyer shall not be entitled to dispose otherwise of the goods only under subject to the retention of title. 4. The proceeds from the resale of the goods that are subject to the retention of title are now hereby assigned to the Supplier together with all securities acquired by the Buyer for the claims to payment. They shall serve to provide security to the same scope as the goods that are subject to the retention of title. In If the event of resale of unpaid goodsgoods to which title is retained are sold by the Buyer with other goods not sold by the Supplier, the proceeds of the sale Supplier shall be assigned to us without further ado the proceeds from the resale to the amount extent of our invoicethe invoiced value of the goods, subject to the retention of title, in proportion to the invoiced value of the other goods sold. Upon the sale of the goods that are partially owned by the Supplier as defined in para. 2, the Supplier shall be assigned a part that corresponds to its share in ownership. If the goods to which title is retained are used by the Buyer to satisfy a work contract, the claim to payment derived from said contract shall be assigned in advance to the same scope to the Supplier. 5. The Buyer is entitled to receive proceeds from the resale. This authorization to collect monies shall expire if revoked by the Supplier, at the latest, however, if the Buyer is in default or application is filed for insolvency proceedings. The Supplier shall only make use of its right of revocation if, after the formation of the contract, it is obvious that the Supplier’s claim to payment as derived from the current or other contract with the Buyer is endangered owing to the Buyer’s inability to render payment. At the request of the Supplier, the Buyer undertakes to inform his customer its customers immediately of the assignment at our request. We retain title to the delivery item until receipt of all payments arising Supplier and to furnish the Supplier with the documents needed to collect payments. 6. It shall not be permissible to assign claims from the business relationship with resale unless the Buyerassignment is through genuine factoring that is indicated to the Supplier and in which the factoring proceeds exceeds the value of the Supplier’s secured claim to payment. With the credit of the factoring proceeds, the Supplier’s claim to receivables becomes due for payment immediately. 7. The Buyer shall immediately inform the Seller of any attachment or other third-party detriment. The Buyer shall bear all the expense necessary to clear the attachment or for the return transport of the goods subject to the retention of title shall extend to the acknowledged balance insofar as we book claims against title, unless these costs are reimbursed by third parties. 8. If the Buyer in current invoices [current account retention]. In case of breach of contract by the Buyer, in particular in case of default of defaults on payment, we the Supplier shall be entitled to take back the goodsgoods to which title is retained and, as required, access the premises of the Buyer. Taking back The same shall apply if, upon formation of the contract, it is obvious that the Supplier’s claim to receivables derived from the present or other contract with the Buyer is endangered owing to the Buyer’s inability to render payment. The return of the goods does not constitute a withdrawal from mean the contract unless we expressly declare this in writingis cancelled. After taking back Regulations of the purchased goods, we Insolvency Code shall not be entitled to dispose of themaffected hereby. The utilization can take place by private sale application for the opening of insolvency proceedings shall entitle the Supplier to third dealers and/or final consumers. In cancel the event of realization, we shall be entitled contract and to grant call for the third party purchasers a price reduction of up to 70 % compared to the regular list prices. The proceeds immediate return of the realization shall be credited against delivered consignment. 9. If the Buyer’s liabilities less a lump sum for realization costs of 10 % invoice value of the sales proceeds. The Buyer shall be entitled to resell the goods existing securities is 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 excess of the final invoice amount agreed with him [secured claims to payment, including value added tax] which accrue to him from the resale against his customers or third partiesancillary claims (interests, irrespective of whether the purchased goods have been resold without or after processing. Upon requestcosts etc.) by more than 50% in all, the Buyer shall provide us with a detailed list Supplier undertakes at the request 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 Buyer to verify them. Furthermore, the Buyer is obliged to disclose the assignment to his customersselect securities that it will release.

Appears in 1 contract

Sources: Sales Contracts

Retention of Title. The extended retention of (1) We shall retain full 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 silver that have been delivered until 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 has discharged all payments claims arising from the business relationship with which shall include any account balance and claims from refinancing or reverse promissory notes. (2) The Buyer shall have 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 right to dispose of themthe silver delivered by us within the ordinary course of business. The utilization can take place by private sale authority granted hereunder shall cease in the cases referred to third dealers and/or final consumersin § 8 (4) above. In the event of realizationMoreover, we may withdraw the sales authority of the Buyer through written notice if it shall be entitled in breach of any obligation owed to grant us and shall in particular be in payment default or we shall become aware of other incidents that give rise to doubts about its creditworthiness. (3) The Buyer’s right to process the third party purchasers a price reduction of up to 70 % compared silver delivered shall also be subject 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 proceedslimitations set out in subsection (2) above. The Buyer shall not acquire title to the fully or partly processed silver; the processing shall be entitled to resell free of charge for our benefit as Seller. If we should, for whatever reason, lose our rights under the goods retention of title, then its is hereby agreed between us and the Buyer that we shall acquire title upon processing of the silver and the Buyer shall remain custodian of the silver which shall be free of charge. (4) If the silver in which we have retained title shall be inseparably assembled or mixed with metals that are third party property, then we shall acquire co-title in the ordinary course new silver or the mixed stock. The proportion of business title shall follow from the proportion of the invoice value of the silver delivered by us under retention of title and the invoice value of the other silver. (5) Silver in which we shall acquire sole or co-title in accordance with subsection (3) and (4) shall, the same as long with regard to the silver delivered under retention of title according to subsection (1) above, be regarded as he is not in default silver delivered under retention of payment. title for the purposes of the following paragraphs. (6) 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 arising from the resale of the silver delivered under retention of title. Such claims shall also include claims against his customers the bank which, within the scope of such sale, shall have issued or confirmed a letter of credit for the benefit of the Buyer (= reseller). We hereby accept such assignment. If the silver delivered under retention of title shall be a processed good or a mixed stock, where, in addition to the silver delivered by us, only such silver exist that are either the Buyer’s property or a third partiesparty property as a result of a (simple) retention of title, irrespective of whether the purchased goods have been resold without or after processing. Upon request, then the Buyer shall provide us with a detailed list assign all of the assigned claimsclaim arising from the resale. In the other case, including i. e. in the names event of a conflict between pre-assignment claims by other suppliers, we shall be entitled to receive any resale proceeds on a pro rata basis which shall be determined in proportion to the invoice value of our silver and addresses the other processed or mixed silver. (7) Where our claims shall be undoubtedly be secured through the assignment and retention by more than 125%, any surplus of receivables and/or silver delivered under retention of title shall, upon demand of the BuyersBuyer, be released in accordance with our choice. (8) The Buyer shall be authorized to collect any receivables arising from the amount resale of silver. Such authority shall cease to exist in the event that there shall no longer be an ordinary course of business as defined in § 8 (4) above. Moreover, we may withdraw the Buyer’s authority to collect, if it shall be in breach of any obligation owed to us and shall in particular be in payment default or we shall become aware of other incidents that give rise to doubts about its creditworthiness. If the above authority shall cease to exist or be withdrawn by us, then the Buyer shall upon our demand immediately specify to us its debtors in the claims assigned and the invoice data, and shall provide us with all information and documentation necessary for collection. (9) In the assertion event of the any third party action against our silver delivered under retention of title or any receivables assigned claims and allow us to verify them. Furthermoreus, the Buyer is obliged shall notify such party of our property/our right and immediately inform us about such action. The Buyer shall bear the costs of any intervention. (10) If the Buyer shall be in breach of contract, in particular in payment default, then it shall, upon our demand, immediately return to us all silver delivered under retention of title and assign to us any repossession claims against any third party in conjunction with such silver. Any repossession or enforcement proceedings with regard to the silver delivered under retention of title shall not be regarded as a rescission of this Agreement. (11) In the cases referred to in § 8 (4) above, we may require the Buyer, to inform us about the claims arising from the resale that have been assigned to us in accordance with § 9 (6) above including its debtors. Following such information, we shall have the right to disclose the assignment to his customersas we consider appropriate.

Appears in 1 contract

Sources: General Terms and Conditions of Sale

Retention of Title. The extended retention goods sold shall remain property of title applies to Seller until 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 claims arising out 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 Buyer have been satisfied, but the risk in the goods and all liability to third parties in respect therof shall pass to the Buyer on delivery. If the goods have been processed or finished by Buyer. The retention of , our title shall extend to the acknowledged balance insofar as we book claims against new finished product, but not to any waste streams from the Buyer in current invoices [current account retention]processing or finishing. 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  If the goods does not constitute a withdrawal from have been processed, combined or mixed by Buyer with goods of Buyer or third parties, Seller shall acquire joint title pro rata, to that part of the contract unless we expressly declare this goods that represents the invoiced value of our goods in writingrelation to the total value of the other goods which have been processed, combined or mixed. 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 goods from Seller are combined or mixed with main goods ("Hauptsachen") of realizationBuyer or of any third party, we shall be entitled Buyer hereby assigns its rights to grant Seller with regard to the new products. If Buyer combines or mixes goods from Seller with main goods of a third party purchasers a price reduction of up for compensation, Buyer hereby assigns to 70 % compared Seller its right to the regular list pricescompensation from such third party. 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 may, in the ordinary course of business as long as his business, resell any goods which are subject to Seller's retention of title. If, upon such resale, Buyer does not receive the full purchase price in advance or upon delivery of such goods, he is not shall agree with his customer a retention of title in default of paymentaccordance with these conditions. The Buyer hereby assigns to us Seller all his claims in the amount of the final invoice amount agreed with him [including value added tax] which accrue to him arising from such resale and his rights arising from the resale against his customers or third parties, irrespective said agreement for retention of whether the purchased goods have been resold without or after processingtitle. Upon requestIf so requested by Seller, the Buyer shall provide us with a detailed list advise his customer of the assigned claims, including the names and addresses such assignment of the Buyers, the amount of the claims and the invoice data, rights and shall provide us Seller with all the information and documents necessary for to enforce Seller's rights. Notwithstanding the assertion foregoing, Buyer shall only be entitled to collect payments from claims from such resale to any third party as long as Buyer properly satisfies his obligations to Seller.  In the event that the security interests granted to Seller exceed by more than 10 percent the value of the assigned Seller's claims and allow us arising out of our business relationship with Buyer, Seller shall, upon written request, be obligated to verify themrelease security interests in excess of said limitation. Furthermore, the Buyer is obliged to disclose the assignment to his customers.

Appears in 1 contract

Sources: Receivables Purchase and Servicing Agreement (Ferro Corp)

Retention of Title. The extended retention of title applies to all deliveries1. All delivered goods supplied shall 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 subject to 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 claims arising from the business relationship with have been satisfied including, in particular, the Buyerrespective balance claims we are entitled to receive within the scope of the business relations. This shall also apply to any and all future and conditional claims. 2. The processing of goods subject to retention of title shall extend be carried out for our company as the manufacturer in the sense of § 950 BGB, without our obligation. The processed goods shall be deemed to the acknowledged balance insofar be subject to retention of title as we book claims against the Buyer in current invoices [current account retention]defined under item 1. 3. In case When goods subject to retention of breach of contract title are processed, combined or mixed with other goods by the Buyer, in particular in case of default of paymentbuyer, we shall be entitled to take back joint ownership of the goods. Taking back new item to the extent of the invoice value of the goods does subject to retention of title, as a proportion of the invoice value of the other goods used. If, due to the combination, mixing or processing our ownership lapses, then the buyer hereby transfers to us the proprietary rights to which we are entitled to the new assets or goods, to the extent of the invoice value of the goods and materials subject to retention of title, and the buyer shall safeguard the new assets or goods for us free of charge. The co- ownwership rights created hereafter shall be deemed to be goods subject to retention of title as defined under item 1. 4. The buyer may sell the goods subject to retention of title only in the course of normal business, in accordance with his normal terms and conditions, and as long as the buyer is not constitute a withdrawal in default, provided, however, he makes an agreement on the retention of title with his own buyer and the claims arising from the contract unless we expressly declare this resale are transferred to us in writingaccordance with clause 5 and 6. After taking back the purchased goods, we The buyer shall not be entitled to dispose of themthe goods subject to retention of title in any other way. Resale within the meaning of this clause A.IV. shall also include use of the goods subject to retention of title in order to fulfill contracts for work. 5. All claims and rights of the buyer arising from the resale of goods subject to retention of title are hereby assigned to us. They shall serve as security to the same extent as the goods subject to retention of title in the sense of clause 1. 6. If goods subject to retention of title are sold by the buyer together with other goods, the claims arising from the resale will be assigned to us in the same proportion as that between the invoice value of the goods subject to retention and the invoice value of the other goods used. In case of the resale of goods to which we have co-ownership rights pursuant to clause 3 hereof, a portion of the accounts receivable shall be assigned to us in compliance with our respective share of co-ownership. 7. The utilization can take place by private sale to third dealers and/or final consumers. In the event of realization, we buyer shall be entitled to grant collect claims arising from the third party purchasers a price reduction of up resale, unless we elect to 70 % compared to revoke this right in the regular list pricescases stated in clauses A. II. 5. and A.IV. 8. The proceeds buyer shall upon our request be obliged to inform his customers immediately 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 assignment to us all claims in – provided we do not provide 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 information on our own account – and 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 documentation required for the assertion of collection. In no case whatsoever shall the assigned claims and allow us buyer have the authorization to verify them. Furthermore, the Buyer is obliged to disclose the assignment to his customersassign any claims.

Appears in 1 contract

Sources: General Terms and Conditions