Common use of Retention of Title Clause in Contracts

Retention of Title. ‌ 9.1. The ownership of Goods shall remain the sole and absolute ownership of Supplier until such time as Purchaser has paid in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.‌ 9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law. 9.3. Until Purchaser becomes the full and unconditional owner of the Goods in accordance with Section 9.1: (a) Purchaser shall store the Goods separately from his own goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;‌ (b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;‌ (c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof; (d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;‌ (e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation of the Goods; and (f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goods.

Retention of Title. ‌ 9.1. The ownership of Supplied Goods shall remain the sole and absolute ownership Seller’s property until fulfilment by Customer of Supplier until such time its payment obligations as Purchaser has paid in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.‌ 9.2described above. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law. 9.3. Until Purchaser becomes the full and unconditional owner of the Goods in accordance with Section 9.1As such: (a) Purchaser 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 the new goods with such suppliers. In such case, Seller’s ownership shall store be calculated on the basis of the ratio of the invoiced value of the Goods separately from his own goods or to the goods invoiced value of any other person and shall identify these as all goods, which were used for manufacturing the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;‌new goods. (b) Purchaser shallAs long as Customer is not in default and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods in the satisfaction ordinary course of Supplierbusiness. Use of Goods for executing service contracts and contracts for work, adequately insure the Goods against loss, theft labour and damage;‌material is herein regarded as a resale. (c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part Customer’s receivables arising out of the resale of Goods are already assigned, for security purposes, exclusively to Seller. Customer is entitled to collect the receivables from reselling, unless Seller withdraws the direct debit authorisation in which title remains vested case of any doubt about Customer’s solvency and/or financial credibility or if Customer is in Supplierarrears on any of its payments. In the event ▇▇▇▇▇▇ withdraws the direct debit authorisation, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all 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 Purchaser being released from delay about any garnishment and/or any other actions adversely affecting the Agreement as a result thereof;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 contractual debt of Customer, Seller is obliged, upon Customer’s request, to release Goods selected by Seller. (d) for Customer shall have the purpose specified sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Section 9.3(cArticle 6 a) above. Moreover, Supplier or any of Customer undertakes (i) to take a general liability all risks insurance policy, at its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the Goods are stored or keptown cost, or are reasonably believed to be so during business hours without notice;‌ (e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access including coverage as to the deterioration and/or theft of all or a part of Goods and to allow the transportation and/or of the Goods; and new goods and (fii) Purchaser shall notprovide to Seller, without Supplier’s prior written consentat its first request, assign, pledge, lease or otherwise dispose a certificate confirming both such insurance coverage and the payment of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goodsinsurance premium related thereto.

Retention of Title. ‌ 9.1. 6.1 The ownership of Goods delivered to the Customer shall remain the sole and absolute ownership property of Supplier Seller until such time as Purchaser has paid the payment in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.‌ 9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed all secured claims (“retention of ownership, to the fullest extent possible under the applicable law. 9.3title”). Until Purchaser becomes the full and unconditional owner of the Goods in accordance with Section 9.1: (a) Purchaser The Customer shall store the reserved Goods separately from his own goods or the goods free of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;‌charge for Seller. (b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;‌ (c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof; (d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives 6.2 The Customer shall be entitled to enter any premises process and sell the reserved Goods in the normal course of Purchaser in which business until the occurrence of the liquidation event. Pledges and assignments as security are not permitted. 6.3 If the reserved Goods are stored processed by the Customer, it is agreed that the processing shall take place on behalf of and for the account of Seller as manufacturer and Seller shall directly acquire property or kept– where the processing takes place from material provided by several owners or the value of the processed article is greater than the value of the reserved Goods – the joint ownership (ownership in fractional shares) in the newly created article in the proportion of the value of the reserved Goods to the value of the newly created goods. In the event that no such ownership should be acquired by Seller, the Customer hereby transfers the Customer’s future ownership or – in the aforementioned ratio – the Customer’s joint ownership in the newly created goods to Seller as collateral. If the reserved Goods are reasonably believed connected or inseparably mixed with other articles into a uniform article and one of the other articles is to be so during business hours without notice;‌considered the main item, then, where the main item belongs to Customer, Customer shall transfer the joint ownership to Seller in the uniform article in the ratio designated in sentence 1. (e) Purchaser irrevocably consents 6.4 In the case of the resale of the reserved Goods, the Customer hereby assigns by way of security the claim arising therefrom against the Customer – in the event of joint ownership in the reserved Goods on a pro-rated basis according to fully cooperate with Supplier and enable Supplier the joint ownership share – to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free Seller. 6.5 If third parties gain access to the Goods reserved Goods, particularly by garnishment, the Customer shall immediately advise them of Seller’s ownership and shall notify Seller thereof in order to allow enable Seller to enforce Seller’s property rights. If the transportation third party is unable to reimburse Seller for the judicial and extrajudicial costs arising in this connection, the Customer shall be liable towards the Seller for these. 6.6 The same shall apply to other claims that take the place of the reserved Goods or that are otherwise arising with regard to the reserved Goods; and, such as insurance claims or tort claims for loss or destruction. Seller revocably authorizes the Customer to redeem claims assigned to Seller in the Customer’s own name. Seller may revoke such collection authorization only in the case of exploitation. (f) Purchaser 6.7 Seller shall notrelease the reserved Goods as well as all claims or goods replacing such Goods on Seller´s request, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any if its value exceeds the secured claims by more than 50%. In case Seller terminates the agreement by which for reasons vesting with Customer – in particular delay with payment – Customer shall be entitled to request that the reserved Goods are subjected to any security right or right to surrender the Goodsbe handed out.

Retention of Title. ‌ 9.1. The ownership of Supplied Goods shall remain the sole and absolute ownership Seller’s property until fulfillment by Customer of Supplier until such time its payment obligations as Purchaser has paid in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.‌ 9.2described above. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law. 9.3. Until Purchaser becomes the full and unconditional owner of the Goods in accordance with Section 9.1As such: (a) Purchaser 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 the new goods with such suppliers. In such case, Seller’s ownership shall store be calculated on the basis of the ratio of the invoiced value of the Goods separately from his own goods or to the goods invoiced value of any other person and shall identify these as all goods, which were used for manufacturing the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;‌new goods. (b) Purchaser shallAs long as Customer is not in default and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods in the satisfaction ordinary course of Supplierbusiness. Use of Goods for executing service contracts and contracts for work, adequately insure the Goods against loss, theft labour and damage;‌material is herein regarded as a resale. (c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part Customer’s receivables arising out of the resale of Goods are already assigned, for security purposes, exclusively to Seller. Customer is entitled to collect the receivables from reselling, unless ▇▇▇▇▇▇ withdraws the direct debit authorization in which title remains vested case of any doubt about Customer’s solvency and/or financial credibility or if Customer is in Supplierarrears on any of its payments. In the event ▇▇▇▇▇▇ withdraws the direct debit authorization, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all 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 Purchaser being released from delay about any garnishment and/or any other actions adversely affecting the Agreement as a result thereof;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 contractual debt of Customer, Seller is obliged, upon Customer’s request, to release Goods selected by Seller. (d) for Customer shall have the purpose specified sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Section 9.3(cArticle 6 a) above. Moreover, Supplier or any of its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;‌Customer undertakes (ei) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise take a general liability all risks insurance policy, at its rights under Sections 9.3(c) and 9.3(d) in all practical aspectsown cost, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access including coverage as to the deterioration and/or theft of all or a part of Goods and to allow the transportation and/or of the Goods; and new goods and (fii) Purchaser shall notprovide to Seller, without Supplier’s prior written consentat its first request, assign, pledge, lease or otherwise dispose a certificate confirming both such insurance coverage and the payment of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goodsinsurance premium related thereto.

Retention of Title. ‌ 9.1. The ownership of Supplied Goods shall remain the sole and absolute ownership Seller’s property until fulfillment by Customer of Supplier until such time its payment obligations as Purchaser has paid in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.‌ 9.2described above. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law. 9.3. Until Purchaser becomes the full and unconditional owner of the Goods in accordance with Section 9.1As such: (a) Purchaser 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 the new goods with such suppliers. In such case, Seller’s ownership shall store be calculated on the basis of the ratio of the invoiced value of the Goods separately from his own goods or to the goods invoiced value of any other person and shall identify these as all goods, which were used for manufacturing the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;‌new goods. (b) Purchaser shallAs long as Customer is not in default and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods in the satisfaction ordinary course of Supplierbusiness. Use of Goods for executing service contracts and contracts for work, adequately insure the Goods against loss, theft labour and damage;‌material is herein regarded as a resale. (c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part Customer’s receivables arising out of the resale of Goods are already assigned, for security purposes, exclusively to Seller. Customer is entitled to collect the receivables from reselling, unless ▇▇▇▇▇▇ withdraws the direct debit authorization in which title remains vested case of any doubt about Customer’s solvency and/or financial credibility or if Customer is in Supplierarrears on any of its payments. In the event ▇▇▇▇▇▇ withdraws the direct debit authorization, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all 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 Purchaser being released from delay about any garnishment and/or any other actions adversely affecting the Agreement as a result thereof;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 contractual debt of Customer, Seller is obliged, upon Customer’s request, to release Goods selected by Seller. (d) for Customer shall have the purpose specified sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as described in Section 9.3(cArticle 6 a) above. Moreover, Supplier or any of Customer undertakes (i) to take a general liability all risks insurance policy, at its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the Goods are stored or keptown cost, or are reasonably believed to be so during business hours without notice;‌ (e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access including coverage as to the deterioration and/or theft of all or a part of Goods and to allow the transportation and/or of the Goods; and new goods and (fii) Purchaser shall notprovide to Seller, without Supplier’s prior written consentat its first request, assign, pledge, lease or otherwise dispose a certificate confirming both such insurance coverage and the payment of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goodsinsurance premium related thereto.

Retention of Title. ‌ 9.1. 10.1 The ownership of Goods delivered Product shall remain our property until the sole and absolute ownership full payment of Supplier until such time as Purchaser has paid all of our claims against the buyer arising from the current business relation (“Reserved Goods”). If an account current exists in full the context of the business relations, we hereby reserve title to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.‌ 9.2. If applicable law does not permit the enforcement Product until receipt of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable lawall payments against recognized balances. 9.3. Until Purchaser becomes the full and unconditional owner 10.2 The buyer shall only be authorized to dispose of the Reserved Goods in accordance with Section 9.1:ordinary business transactions, if it is guaranteed that the resultant claims shall pass to us. (a) Purchaser shall store the Goods separately from his own goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;‌ (b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;‌ (c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part 10.3 After rescission of the Goods in which title remains vested in Suppliercontract, without Purchaser being released from the Agreement as a result thereof; (d) for the purpose specified in Section 9.3(c) aboveand irrespective of our other rights, Supplier or any of its agents or authorized representatives we shall be entitled to take the Reserved Goods back from the buyer and to enter the buyer’s business premises for this purpose during ordinary office hours. After collection and upon prior warning, we shall be entitled to realize the value of the Reserved Goods as appropriate. The proceeds of such realization shall be offset against the buyer’s liabilities, minus reasonable costs of realization. 10.4 The buyer shall treat the Reserved Goods with care, have them maintained as necessary at its expense, and insure them appropriately. The buyer shall immediately notify us of any premises third- party access to, or claims against, the Reserved Goods or the claims assigned to us (e.g. attachments). 10.5 Any conversion or reconfiguration of Purchaser in which the Reserved Goods by the buyer shall take place on our behalf. If this takes place with external items not belonging to us, or the Reserved Goods are stored inseparably mixed or keptcombined with such external items, or are reasonably believed we shall acquire co-ownership of the new item in proportion to the value of the Reserved Goods in relation to the external items. Besides, the same shall apply to the new item as to the Reserved Goods. If combination takes place in such a way that the buyer’s item must be deemed the main item, the buyer shall transfer proportionate co-ownership to us. 10.6 If, in the event of sales to foreign countries, the retention of title agreed in this Clause 10 requires further action to be so during business hours without notice;‌ taken to make it effective (e) Purchaser irrevocably consents to fully cooperate e.g. registration), the buyer shall undertake such action immediately. If, in such sales the local law does not allow the retention of title agreed in this Clause 10 with Supplier and enable Supplier the same effect as in Dutch law but other surety rights exist in favour of the seller, we shall be authorized to exercise its all such rights. The buyer shall co-operate with such measures as we may wish to take to protect our rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary of title or useful to give Supplier free access any other right to the Reserved Goods and to allow the transportation in substitution of the Goods; and (f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose our said rights of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goodstitle.

Retention of Title. ‌ 9.1. The 5.1 We will retain both the legal and equitable ownership of all Goods shall remain supplied to you until the sole and absolute ownership purchase price in respect of Supplier until such time as Purchaser Goods has paid been received in full by us by way of cleared funds. 5.2 If:- (A) you fail to Supplier the agreed price pay for the delivered Goods by the Due Date; or (B) action is commenced to place you into voluntary administration, liquidation, receivership or external management; or (C) we have reasonable grounds to believe that for whatever reason, you may be unable to pay for the Goods, as well as you, by accepting delivery of the Goods, agree to us entering upon any interestpremises under your control to take possession of the Goods (Unmixed or Manufactured) and agree to deliver up the Goods in good and merchantable condition, collection costson demand by us. 5.3 You indemnify us against any action, claim or other amounts due demand which may arise out of any lawful act done by us in exercise of our Rights pursuant to this clause. 5.4 We will be entitled to resell any Goods which we have taken into our possession pursuant to this clause and we will be released from all of our Obligations to you under the Agreement. 5.5 Until payment in full is made to us, you may resell the Goods only as a fiduciary agent of us. You do not have any right to bind us by contract or otherwise to any third party. 5.6 You must keep the Goods insured whilst the Goods remain in your possession or control until payment in full is made to us and you will note us as the beneficiary on the insurance until the Goods are paid for in full. 5.7 All proceeds (whether tangible or not) with respect to such Goods.‌ 9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law. 9.3. Until Purchaser becomes the full and unconditional owner of any dealing with the Goods will be held by you in accordance with Section 9.1trust for us. You will: (a) Purchaser shall store the Goods separately from his own goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;‌keep such proceeds in a separate account; (b) Purchaser shall, keep records to the satisfaction enable identification of Supplier, adequately insure those proceeds and identification of the Goods against loss, theft and damage;‌to which those proceeds relate; (c) Supplier shall make those records available to us on demand, until such time as we have absolute authority been paid in full for the Goods. 5.8 If you alter the Goods or allow them to retakebe altered or used in a Manufacturing Process, sell or otherwise dispose of, all or you warrant that you will hold such part of the Goods proceeds received with respect to that Manufacturing Process in which title remains vested in Supplier, without Purchaser being released from the Agreement trust for us as a result thereof; (d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;‌ (e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access relates to the Goods and to allow the transportation purchase price of the Goods; and (f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the those Goods.

Retention of Title. ‌(1) Until full payment of all present and future claims arising from the current business relationship between the Seller and the Buyer, including ▇▇▇▇▇▇▇▇▇ claims and claims for damages (together "secured claims"), the Seller shall retain title to the goods sold ("reserved goods"). 9.1(2) The Buyer is not entitled to pledge the reserved goods to third parties, to assign them as security, but the Buyer is entitled to resell the reserved goods subject to retention of title in the ordinary course of business. In this case, the Buyer hereby assigns to the Seller as security all claims to which he is entitled in the future against his customer as consideration for the resale of the reserved goods, including all ancillary claims; the Seller accepts this assignment. The ownership Seller may collect the claims assigned to it in its own name if the Buyer is in default of Goods shall remain payment with regard to the sole and absolute ownership of Supplier until such time as Purchaser has paid in full to Supplier the agreed price reserved goods, if an application for the delivered Goodsopening of insolvency proceedings has been filed or if there is any other defect in its ability to pay the purchase price from which the Seller can derive a risk to the realization of its claims. In all these cases, the Seller may demand that the Buyer informs the Seller of the assigned claims and their debtors, provides all information necessary for collection of the claim, hands over the relevant documents and notifies the debtors (third parties) of the assignment. (3) If the reserved goods are not resold and not further processed, the Buyer is obliged to carefully store the reserved goods for the Seller (in particular to store them separately from other goods), to maintain and repair them to the extent necessary at his own expense as well as any interestto insure them against loss and damage at his own expense within the scope to be demanded from a prudent businessman as long as the retention of title exists. In the event of loss or damage to the reserved goods, collection coststhe Buyer shall assign his claims arising from the insurance contracts or against third parties to the Seller. (4) The retention of title shall extend to the products resulting from the processing, mixing or combination of the reserved goods in accordance with the following provisions: If, within the meaning of Sections 947 or 948 of the German Civil Code, the reserved goods are combined or inseparably mixed with other amounts due with respect items not belonging to the Seller in such Goods.‌ 9.2a way that one of the other items is to be regarded as the main product, it shall be deemed agreed that the Buyer assigns to the Seller co-ownership of the new item in proportion to the value of the reserved goods in relation to the other combined or mixed items and holds the co-ownership in safe custody for the Seller. If applicable law does not permit The parties hereby agree on the enforcement of a reservation transfer of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable lawthis respect. 9.3. Until Purchaser becomes (5) In the full event of breach of contract by the Buyer, in particular non-payment of the due purchase price, the Seller is entitled to withdraw from the contract in accordance with the statutory provisions and unconditional owner to demand the return of the Goods in accordance with Section 9.1:on the basis of the retention of title and the withdrawal. (a6) Purchaser The Buyer shall store immediately notify the Goods separately from his own goods or the goods Seller in writing of any pledges or other person and interventions by third parties regarding the reserved goods. The Buyer shall identify these as inform enforcement officers or third parties of the property Seller's ownership of Supplier and preserve all labelsthe reserved goods. The Buyer shall reimburse any judicial or extrajudicial costs incurred in connection with any such pledges or other interventions by third parties, identifying marks and stock records identifying them as unless the property of Supplier;‌third party is responsible for the resulting costs. (b7) Purchaser As far as it turns out during the assertion of claims for restitution against the Buyer that the reserved goods are no longer available, all claims from the business relations become due immediately. In such cases, any bills of exchange must be redeemed immediately in cash, irrespective of their due date. (8) If more than 10% of the Seller's total liabilities to the Buyer are overinsured by the securities provided for in Section 8 of these GCSD, the Seller shall, at the Buyer's request and at the Buyer's option, release securities up to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;‌ (c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part amount of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof; (d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;‌ (e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation value exceeding 110% of the Goods; and (f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goodssecured total liability.

Retention of Title. ‌ 9.1. The ownership of (a) Title to and property in the Goods shall remain vested in Seller (notwithstanding the sole and absolute ownership delivery or possession of Supplier until such time as Purchaser has paid in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.‌ 9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as and the agreed retention passing of ownership, the risk therein to the fullest extent possible under Buyer) until: (i) the applicable law. 9.3. Until Purchaser becomes the full and unconditional owner price of the Goods agreed upon in accordance with Section 9.1:the Order has been paid or satisfied in full; and (aii) Purchaser shall store the Goods separately all other money due from his own goods or the goods of Buyer to Seller on any other person account has been paid or satisfied in full, including all future claims out of later contracts and shall identify these including claims for recourse or for indemnification in connection with bills of exchange, with such Goods being referred to in this Section as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;‌“Collateral”. (b) Purchaser shallUntil the title to and possession in the Collateral pass to Buyer, the following provisions shall apply: (i) Seller may at any time without prior notice to Buyer repossess and resell the Collateral, if any sum owed by Buyer to Seller under the Order (or any other agreement between the parties) is not paid on the due date for payment. For the purpose of exercising its rights under this sub-paragraph (i), Seller, its employees or agents shall be entitled at any time without prior notice to Buyer to free and unrestricted entry upon Buyer’s premises and/or other locations where any of the Collateral is situated. (ii) Buyer must inform Seller without delay in writing of any and all actions by third parties against the Collateral. (iii) should the immediate cash value of the security interest established in favor of Seller by the foregoing provisions exceed Seller’s secured claims by more than 10% in the aggregate, Seller shall upon written request of Buyer release such security interest at Seller’s own choice, to the satisfaction extent of Suppliersuch excess. (iv) Buyer shall not be entitled to sell, adequately insure process and commingle with other products the Goods against loss, theft Collateral except within the course of its ordinary business and damage;‌after written consent by Seller. (c) Supplier shall have absolute authority Until such time as title to retake, sell or otherwise dispose of, all or part of the Goods shall pass to Buyer, Buyer shall not without Seller’s express written consent (and provided that Seller may condition such consent on obtaining further securities or assurances of payment from Buyer): (i) store the Collateral in which title remains vested such a manner that the Collateral ceases to be identifiable and recognizable as the Collateral; (ii) use the Collateral for any purpose whatsoever; (iii) deal in Supplier, without Purchaser being released from any way whatsoever with the Agreement Collateral so as a result thereof;to create any right or interest in or over the same; and (iv) move the Collateral outside the country of export. (d) In the event that Seller shall give written consent to any Collateral’s being used in such a way that such Collateral forms part of, or becomes a constituent of, a larger object or is mixed in any way whatsoever with other goods, then so long as such Collateral can be removed and is capable of having a separate identity, title to and property therein shall not pass to Buyer, and upon any sale, which shall not be made without Seller’s consent, of the larger object or mixture, Buyer shall act as Seller’s agent in respect of such Collateral and shall account to Seller for that part of the purpose specified sale price which is attributable to such Collateral. To the maximum extent permissible under applicable law, Seller shall further obtain a security interest in Section 9.3(cany and all proceeds and accounts receivable pertaining to the sale of such Collateral. (e) aboveIf any Goods are delivered to Buyer elsewhere than in the country of export and the law of the country or jurisdiction in which they are delivered does not recognize the reservation of property by Seller, Supplier or any of its agents or authorized representatives but under such law Seller is entitled to reserve such other rights in the Goods to protect Seller’s position, then Seller shall be entitled to enter any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed exercise such rights and Buyer shall be bound to be so during business hours without notice;‌ (e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in take all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that such steps as are necessary or useful requested by Seller to give Supplier free access to the Goods and to allow the transportation of the Goods; and (f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement ensure such rights can be exercised by which the Goods are subjected to any security right or right to surrender the GoodsSeller.

Retention of Title. ‌ 9.1. The ownership 9.1 In spite of Delivery having been made, property in the Goods shall remain not pass from the sole and absolute ownership of Supplier until such time as Purchaser has Seller until: 9.1.1 The Buyer shall have paid the Price plus VAT in full full; and 9.1.2 No other sums whatever shall be due from the Buyer to Supplier The Company. 9.2 Until property in the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.‌ 9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, Goods passes to the fullest extent possible under the applicable law. 9.3. Until Purchaser becomes the full and unconditional owner of the Goods Buyer in accordance with Section 9.1: (a) Purchaser clause 9.1 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for The Company. The Buyer shall store the Goods separately from his own goods (at no cost to The Company) marked in such a way that they are clearly identified as The Company’s property. 9.3 Notwithstanding that the Goods (or the goods any of any other person and shall identify these as them) remain the property of Supplier and preserve all labelsThe Company, identifying marks and stock records identifying them as the property of Supplier;‌ (b) Purchaser shall, to the satisfaction of Supplier, adequately insure Buyer may sell or use the Goods against loss, theft in the ordinary course of the Buyer’s business at full market value for the account of The Company. Any such sale or dealing shall be a sale or use of The Company’s property by the Buyer on the Buyer’s own behalf and damage;‌ (c) Supplier the Buyer shall have absolute authority to retake, sell deal as principal when making such sales or dealings. Until property in the Goods passes from The Company the entire proceeds of sale or otherwise dispose of, all or part of the Goods shall be held in which title remains vested in Supplier, without Purchaser being released from the Agreement trust for The Company and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as a result thereof;The Company’s money. (d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives 9.4 The Company shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed from The Company. 9.5 Until such time as property in the Goods passes from The Company to the Buyer, the Buyer shall upon request deliver up to The Company such Goods as have not ceased to be in existence or resold. If the Buyer fails to do so The Company may, with or without prior notice and entirely at the discretion of The Company and without any objection from the Buyer enter upon any premises of Purchaser in which owned or occupied or controlled by the Buyer where Goods are stored situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 9.3 shall cease. 9.6 The Buyer shall not pledge or kept, or are reasonably believed to be so during business hours without notice;‌ (e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular any way charge by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation way of security for any indebtedness any of the Goods; and, which are the property of The Company. Without prejudice to the other rights of The Company, if the Buyer does so all sums whatever owing by the Buyer to The Company shall forthwith become due and payable. (f) Purchaser shall not9.7 The Buyer shall, without Supplier’s prior written consentfrom Delivery onwards, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which insure and keep insured the Goods are subjected to any security the full Price against ‘all risks’ to the reasonable satisfaction of The Company until the date that property in the Goods passes from The Company, and shall whenever requested by The Company produce a copy of the policy of insurance. Without prejudice to the other rights of The Company, if the Buyer fails to do so all sums whatever owing by the Buyer to The Company shall forthwith become due and payable. 9.8 No right or licence is granted under any contract of sale to the Buyer under any patent, trademark, copyright, registered design or other intellectual property right except the right to surrender use the Goods. 9.9 If it is alleged that the Goods infringe any intellectual property rights of any third party, the Buyer shall: 9.9.1 Promptly notify The Company of the allegation. 9.9.2 Allow The Company to dispute or defend the allegation and any legal proceedings relating to it in such manner as The Company thinks fit and to have sole control, at The Company’s expense, of any litigation and/or negotiations relating thereto. 9.9.3 Not without The Company’s consent make any admission of liability.

Retention of Title. ‌ 9.1. The ownership of Supplied Goods shall remain the sole and absolute ownership Sel- ler’s property until fulfillment by Customer of Supplier until such time its payment obliga- tions as Purchaser has paid in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.‌ 9.2described above. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law. 9.3. Until Purchaser becomes the full and unconditional owner of the Goods in accordance with Section 9.1As such: (a) Purchaser If Goods are processed combined, and/or mixed by Cu- stomer with other goods ▇▇▇▇▇- ▇▇▇▇ to him, then ▇▇▇▇▇▇ has the entire ownership on the new go- ods. If Goods are processed, com- bined, and/or mixed by Customer with other goods belonging to other suppliers, then Seller has a joint ownership right in the whole value of the new goods with such suppliers. In such case, Seller’s ownership shall store be calculated on the basis of the ratio of the in- voiced value of the Goods separately from his own goods or to the goods invoiced value of any other person and shall identify these as all goods, which were used for manufacturing the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;‌new goods. (b) Purchaser shallAs long as Customer is not in default and provided that it reserves its property rights, Cu- stomer is exclusively entitled to resell Goods in the satisfaction ordinary cour- se of Supplierbusiness. Use of Goods for executing service contracts and contracts for work, adequately insure the Goods against loss, theft labour and damage;‌material is herein regarded as a resale. (c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part Customer’s receivables arising out of the resale of Goods are already assigned, for securi- ty purposes, exclusively to Seller. Customer is entitled to collect the receivables from reselling, unless ▇▇▇▇▇▇ withdraws the direct de- bit authorisation in which title remains vested case of any doubt about Customer’s solven- cy and/or financial credibility or if Customer is in Supplierarrears on any of its payments. In the event Seller withdraws the direct debit autho- risation, Customer is obliged (i) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (ii) and to give Seller all information and documents ne- cessary in order to establish and confirm Seller’s rights with re- spect to third parties. Customer shall be obligated to inform Seller without Purchaser being released from delay about any garni- shment and/or any other actions adversely affecting the Agreement as a result thereof;Goods undertaken by third parties. If the value of the existing security in- terests obtained by Customer for the benefit of Seller exceeds in to- tal more than 20 % the total in- voiced amount of the contractual debt of Customer, Seller is obli- ged, upon Customer’s request, to release Goods selected by Seller. (d) for Customer shall have the purpose specified sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of Goods and/or the new goods as descri- bed in Section 9.3(cArticle 6 a) above. More- over, Supplier or any of Customer undertakes (i) to take a general liability all risks insurance policy, at its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the Goods are stored or keptown cost, or are reasonably believed to be so during business hours without notice;‌ (e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access including coverage as to the de- terioration and/or theft of all or a part of Goods and to allow the transportation and/or of the Goods; and new goods and (fii) Purchaser shall notprovide to Seller, without Supplier’s prior written consentat its first request, assign, pledge, lease or otherwise dispose a certificate confirming both such insurance coverage and the payment of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goodsinsurance premium related there- to.

Retention of Title. ‌(a) Notwithstanding clauses 5 and 7 of this Agreement or any clauses dealing with any rights of the Customer pursuant to Chapter 4 of the PPSA and until payment has been made in full by the Customer to the Supplier: 9.1. The ownership of Goods (i) the Supplier shall remain the sole and absolute ownership of Supplier until such time as Purchaser has paid in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, legal or other amounts due with respect to such Goods.‌ 9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law. 9.3. Until Purchaser becomes the full and unconditional equitable owner of the Goods until payment has been made in accordance with Section 9.1:full by the Customer to the Supplier. (aii) Purchaser shall store the Customer will not charge or encumber the Goods separately from his own goods in any way or otherwise grant a security interest in the goods Goods; (iii) if the Goods are commingled or accession Goods for the purposes of the PPSA, the Supplier will retain title in the Goods and/or any other person and shall identify these proceeds until the Customer has discharged its obligations; (iv) the Customer is in possession of the Goods supplied on credit, as bailee for the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;‌Supplier. (b) Purchaser shallThe Customer undertakes to: (i) store such Goods on its premises separately from its own Goods or those of any other person, to in a manner which makes them readily identifiable as the satisfaction of Supplier’s goods; and (ii) properly store, adequately protect and insure the Goods for their full insurable value against lossloss or damage by fire, theft theft, accident and damage;‌other such risks; and (iii) hold the entire proceeds of Goods supplied under credit in trust for the Supplier and not mingle the proceeds with any other money and shall maintain the entire proceeds in a manner which makes them readily identifiable as the Supplier’s money; and (iv) grant the Supplier reasonable access to its premises in order to inspect the Goods at any time, or to retake possession of them in accordance with the Terms. In the event that the Supplier so enters premises, the Customer hereby irrevocably indemnifies the Supplier against any claim that may be brought against the Supplier for trespass or for any damage done to such premises by the Supplier; and (v) notify any person seizing the Goods or any part of them of the restrictions contained in this Retention of Title clause; and (vi) place and keep displayed on the Goods a notice containing, in plain and legible print, a statement that the Supplier is the owner of the Goods and a statement of the restrictions contained in this Retention of Title clause. (c) The Customer’s right to possession of such Goods shall cease, and the Supplier shall have absolute authority will be entitled to retakerepossession of any Goods not paid for in full, sell if the Customer does anything or otherwise dispose of, all or part fails to do anything which would result in the following: (i) the Customer failing to comply with any of the Goods in which title remains vested in SupplierTerms; (ii) the Customer ceasing to carry on business; (iii) the Customer going into liquidation, without Purchaser being released from official management or some other form of insolvency administration; (iv) the Agreement as Customer filing for bankruptcy; (v) the Customer making a result thereof;scheme or compromising with its creditors. (d) The Customer warrants that it is not at the time of entering into this Agreement insolvent and knows of no circumstances which would entitle any creditor to appoint a receiver or to petition for the purpose specified in Section 9.3(c) above, Supplier winding up or any of its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;‌ (e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise any other rights over or against its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation of the Goods; and (f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goodsassets.

Retention of Title. ‌1. Notwithstanding any provisions to the contrary in these Sales Conditions, AALTERPAINT shall retain ownership and title to the Products delivered to the Purchaser by AALTERPAINT until the Purchaser has complied fully with all pay- ment obligations (including interest, costs and penalties) that it owes to AAL- TERPAINT under all Agreements entered into between AALTERPAINT and the Purchaser, including all joint obligations and all claims by AALTERPAINT based on default on the part of the Purchaser with regard to these Agreements. Ne- vertheless, the Purchaser may, in the ordinary course of its business, process or, in the event the Purchaser is a distributor of AALTERPAINT, sell these Pro- ducts owned by AALTERPAINT. 9.12. The ownership of Goods Purchaser shall remain the sole and absolute ownership of Supplier until such time as Purchaser has paid in full to Supplier the agreed price at its own expense obtain adequate insurance coverage for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.‌ 9.2Products owned by AALTERPAINT. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser This coverage shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law. 9.3. Until Purchaser becomes the full and unconditional owner of the Goods in accordance with Section 9.1: (a) Purchaser shall store the Goods separately from his own goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;‌ (b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against be for loss, theft and damage;‌ (c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part of any other risks for which insurance is ordinarily obtained in the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof; (d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives shall be entitled to enter any premises of Purchaser country in which the Goods Purchaser has its headquarters/ storage warehouse. 3. Where the laws of the country or countries for which the Products are stored or keptin- tended, to which the Products are sent, or are reasonably believed to be so during business hours without notice;‌ (e) in which the Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) is situated do not acknowledge retention of title in all practical aspectsthis way or set specific requirements for the validity or vesting of this right, in particular by taking all commercially reasonable actions requested by Supplier whole or in part, the Purchaser shall inform AALTERPAINT thereof in full before the deliv- ery of the Products. The Purchaser shall, at AALTERPAINT’s first request, co-operate in satisfying these requirements or - at AALTERPAINT’s sole discretion and on behalf of AALTER- PAINT, - vest in the Products (wheth- er delivered yet or not) a security right that shall be similar in effect to retention of title and that shall be effective in relation to third parties. By entering into an Agreement the Purchaser grants AALTERPAINT irrevo- cable authority to take any measures necessary to effect the above. ▇. ▇▇ long as any Products are necessary subject to retention of title or useful the Purchaser is subject to give Supplier free access any other obligation to vest or to arrange for the vesting of a similar security right on the Products pursuant to the Goods and to allow the transportation provisions in article 11(3) of the Goods; and (f) Sales Conditions, the Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease not grant a pledge on the Products delivered by AALTERPAINT or otherwise dispose of encumber them in any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goodsway.

Retention of Title. ‌PAYMENT OF ALL DEBTS 9.113.1. The ownership of All Goods shall remain our property and title to the sole and absolute ownership of Supplier until such time as Purchaser has paid in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.‌ 9.2. If applicable law Goods does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, pass from us to the fullest extent possible under the applicable law. 9.3. Until Purchaser becomes the full and unconditional owner of the Goods in accordance with Section 9.1you until: (a) Purchaser the Amount Owing on all Goods has been paid in full; and (b) to the extent permissible by law, all other debts owing by you to us have been paid, notwithstanding that payments may be made for the purpose of settlement of specifically designated claims; 13.2. Until payment of all Amounts Owing or other debts owing to us, you may sell and deliver the Goods in the ordinary course of business, as our fiduciary and agent (but you shall not hold yourself out as such). 13.3. Clause 13.1 applies notwithstanding any arrangement under which we provide credit to you. To the extent there is any inconsistency, the terms of this clause 13 shall prevail. 13.4. Until payment of the Amount Owing on all Goods and all other debts owing to us: (a) you shall hold the Goods as our agent and shall store the Goods separately from his own goods (or any funds you receive in payment of the goods of any other person Goods) in such a way that it is clear that they are our property and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;‌so they will not deteriorate; (b) Purchaser shall, to the satisfaction of Supplier, adequately you will insure the Goods against loss, theft all usual risks to full replacement value and damage;‌hold any insurance monies which you receive in respect of the Goods on trust for us; (c) Supplier shall have absolute authority to retake, sell other than the resale or otherwise dispose of, all or part use of the Goods in the ordinary course of business, you will immediately notify us of any action which title remains vested affects our interest in Supplier, without Purchaser being released from the Agreement as a result thereof; (d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;‌ (e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation of the Goods; and (fd) Purchaser the proceeds of any Goods you resell or use shall notbe received and held by you (in whatever form) in trust for both you and us. Our interest as beneficiary under that trust shall be that portion of the proceeds which does not exceed the Amount Owing on all Goods and all other debts owing to us. The balance of the proceeds (if any) shall be your beneficial interest under that trust. 13.5. You irrevocably give us a licence without notice to enter all premises at which we on reasonable grounds believe the Goods to be stored, without Supplier’s prior written consentto inspect, assignremove, pledgeor repossess any Goods not paid for by you. We shall not be liable for, lease and you agree to release us from, any costs, damages or otherwise dispose expenses or any other moneys or losses suffered by you or any third party as a result of this action. You shall indemnify us for any liability we suffer as a result of such actions. 13.6. We may bring an action for any Amount Owing on all Goods and all other debts owing to us despite the fact ownership of the Goods may not have passed to you. 13.7. The Security Interest created under this clause shall extend to: (a) any Proceeds of the Goods (including, but not limited to, cash and receivables); and (b) any product or enter mass into any agreement by which the Goods subsequently become part of if the Goods are subjected so manufactured, processed, assembled or commingled. 13.8. A Security Interest in Goods created by this clause 13 that becomes an accession to any security right or right to surrender other goods continues in the Goodsaccession.

Retention of Title. ‌ 9.19.1 Property in the goods shall remain vested in the Company until payment of the purchase price thereof shall have been made by the Purchaser in full. The ownership Purchaser shall be in possession of Goods shall remain the sole and absolute ownership of Supplier until such time goods solely as Purchaser has paid in full to Supplier the agreed price bailee for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.‌ 9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law. 9.3. Until Purchaser becomes Company until the full and unconditional owner of the Goods in accordance with Section 9.1: (a) price s paid. The Purchaser shall store the Goods goods separately from his own goods or the goods and/or those of any other person and at all times the goods shall identify these be stores in such a manner that they are readily identifiable as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;‌ (b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;‌ (c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part goods of the Goods in Company until the full price is paid. 9.2 The Purchaser’s rights to possession as bailee shall cease forthwith if the Purchaser: - not being a company, commits an act of insolvency; or - being a company or Close Corporation, does anything or omits to do anything which title remains vested in Supplier, without Purchaser being released from would entitle a The Master of the Agreement as High Court or a result thereof; (d) for the purpose specified in Section 9.3(c) above, Supplier liquidator or receiver or administrator to take possession of any of its assets or which would entitle any person to present an application to Court for the compulsory winding-up of the Purchaser or a receiver is appointed to take possession of any of the Purchaser’s assets or a special resolution is passed for the voluntary winding up of the Purchaser or an application to Court for the compulsory winding-up of the Purchaser. 9.3 Whenever and as soon as the Purchaser does or omits to do anything whereby this right to possession ceases under the provisions of condition 9.2 then: - the Purchaser shall immediately notify the Company that the Purchaser’s right to possession as bailee has ceased and of the circumstances in which this has occurred, and - the Purchaser shall on oral or written request furnish the Company, the Company’s representatives or agents with sufficient information so as to enable the Company to retake possession of the goods and such information shall include full details of the place where the goods are kept; and - the Company shall have an irrevocable license, without giving the Purchaser prior notice, to enter upon the Purchaser’s premises by itself or authorized through the Company’s representatives or agents during normal business hours in order to retake possession of the goods; and - the Company shall be entitled to enter claim reimbursement for any premises legal expenses incurred by the Company on an attorney and client scale (including collection commission) in the event of the Company instructing its attorneys to recover or collect the goods from the Purchaser. 9.4 The Purchaser may sell the goods to a third party prior to the date on which full payment of the price is received by or made to the Company if and only if: - none of the circumstances specified in which the Goods are stored or kept, condition 9.2 have occurred or are reasonably believed expected to be so during business hours without notice;‌ (e) occur; and - the proceeds of sale, if less than the full price of the goods, or such part of the proceeds of sale as equals the full price of the goods when received by the Purchaser irrevocably consents to fully cooperate with Supplier and/or his agents, are placed forthwith in an interest bearing deposit account and enable Supplier to exercise its rights under Sections 9.3(c) the funds therein or the appropriate part thereof are held on trust for the Company and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access payable to the Goods Company; and - notice is given as soon as reasonably practicable to allow the transportation Company of the Goodssub-scale including the name and the address of the third party and the name and address of the bank with whom the deposit account has been opened and the number of the account; andand - notice is given as soon as reasonably practicable to the Company once the proceeds of sale have been received by the Purchaser. (f) 9.5 If the Purchaser shall notsell the goods without complying with the provisions of condition 9.4, without Supplier’s prior written consentthe Purchaser shall be in breach of bailment and liable to account to the Company for the proceeds of the sale. 9.6 In exercising the right of sale under condition 9.4, assign, pledge, lease the Purchaser shall as regards the third party act solely on his own behalf and shall not have or otherwise dispose hold himself out in any way whatsoever as having the right to make representations to or contracts with the third party on behalf of the Company. 9.7 The Purchaser shall inform the Company immediately of any seizure or attachment of the goods, whether threatened or actual and whether lawful or unlawful. 9.8 The Purchaser shall, from the time when under clause 3 hereof the sole risk in the goods rests upon the Purchaser, fully insure the goods against all risks with a reputable insurance company at its own expense. Without in any way prejudicing the right of the Company to claim and receive from the Purchaser as and when due, the full purchase price of the goods, the insurance shall cover the Company’s interest in the goods, and the Purchaser shall hold in a separate bank account all monies paid under such insurance in trust for the Company and shall pay the same to the Company on demand unless the Purchaser shall have previously paid the purchaser price in full. If the Purchaser shall not effect such insurance the Company shall be entitled to insure the goods and demand reimbursement for the cost of the same from the Purchaser. 9.9 During the course and scope of this agreement, the Company may provide certain proprietary information to the Purchaser. This information may include but not be limited to, product specifications, test results, processes, technologies, innovative concepts and other information designated as confidential expressly or enter into any agreement by the circumstances in which it is provided as part of part of the Goods are subjected services and/or product specifications under this agreement, (collectively “Confidential Information”). 9.10 Confidential Information does not include: 9.10.1 information already known or independently developed by the Purchaser; 9.10.2 information in the public domain through no wrongful act of the Purchaser, or, 9.10.3 information received by the Purchaser from a third party who was free to disclose it. 9.11 It is agreed that Confidential Information shall not be revealed or disclosed to any security right third party at any time, except as may be authorized in writing by an officer or right authorized representative of the Company. The Purchaser hereby agrees that it shall not use, commercialize or disclose such Confidential Information to surrender any person or entity, except to its employees having a “need to know” (and who are themselves bound by similar nondisclosure restrictions). 9.12 In the Goodsevent that the Purchaser becomes legally compelled to disclose any of the Confidential Information, the Purchaser shall use its best efforts to promptly notify Company and provide reasonable cooperation to Company in connection with its efforts to lawfully avoid or limit disclosure and preserve the confidentiality of the Confidential Information in such circumstances. 9.13 The Purchaser acknowledges and agrees that the unauthorized disclosure of Company’s Confidential Information could cause harm and significant injury to the Company.

Retention of Title. ‌9.1 Until payment in full is received by the Supplier for all Products whatever supplied at any time by the Supplier to the Purchaser: 9.1. The ownership of Goods 9.1.1 Property in the Products shall remain with the sole Supplier and absolute ownership the Purchaser shall hold the Products as bailee on the Suppliers behalf; 9.1.2 The Purchaser shall be at liberty to sell the Products in the ordinary course of Supplier until business on the basis that all proceeds of sale of such time Products are the Supplier’s property for which the Purchaser shall account on demand; and 9.1.3 Notwithstanding that property in the Products has not yet passed, the Purchaser may incorporate the Products in or together with any product manufactured or assembled by the Purchaser in the ordinary course of its business. If the Purchaser sells any such product before property in the incorporated Products has passed, it shall do so as Purchaser has paid in full the Supplier’s agent but the Purchaser’s liability to Supplier the agreed price account as agent for the delivered Goodsproceeds of such a sale shall be limited to the Supplier’s invoice value of Products so incorporated. If, as well as before property in the Products passes any interestof the Products are incorporated in or together with any products manufactured or assembled by the Purchaser, collection costs, or other amounts due with respect to such Goods.‌ 9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have maintain records sufficient to enable such Products to be identified, measured or otherwise quantified. 9.2 The powers of the same or similar effect as the agreed retention of ownership, Purchaser referred to in clause 9.1 above shall be determined: 9.2.1 by written notice to the fullest extent possible under Purchaser if any payment for any Products whatever remains unpaid 14 days after becoming due to the applicable law.Supplier; or 9.3. Until Purchaser becomes the full and unconditional owner 9.2.2 Automatically if a receiver is appointed over any assets or undertaking of the Goods in accordance Purchaser or a winding-up order is made against the Purchaser or the Purchaser goes into voluntary liquidation or calls a meeting or makes any composition or arrangement with Section 9.1its creditors or commits any act of bankruptcy: (a) 9.3 Upon determination of the powers of the Purchaser referred to in clause 9.1 above the Purchaser shall store place the Goods separately from his own goods or Products at the goods of any other person Suppliers disposal and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;‌ (b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;‌ (c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof; (d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives shall be entitled to enter any upon the premises of the Purchaser in and remove any Products including any Products which the Goods are stored may have been incorporated into other products or kept, or are reasonably believed to be so during business hours without notice;‌ (e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access affixed to the Goods and to allow the transportation of the Goods; and (f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goodsproperty.

Retention of Title. ‌ 9.16.1.1. The ownership Purchaser acquires the title to the Goods only upon complete payment of the purchase price. 6.1.2. Until title has passed to the Purchaser the Goods shall and any delivery documents delivered under the Agreement remain the sole Seller’s property and absolute ownership of Supplier until such time as Purchaser has paid in full to Supplier are held by the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.‌ 9.2Purchaser. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law. 9.3. Until Purchaser becomes the full and unconditional owner of the Goods in accordance with Section 9.1: (a) The Purchaser shall store the Goods held separately from his all other goods and ensure that the Goods are clearly marked and remain identifiable as belonging to the Seller. In the event that the effectiveness of the retention of Seller’s title is subject to registration or compliance with any other formalities the Purchaser is required to take all necessary steps at its own goods or cost to ensure Seller’s title is duly retained. 6.1.3. If nevertheless the goods subject to this reservation of title are processed or converted the reservation of title shall extend to the product of such processing and Seller shall be entitled if the necessity arises to select for separation such amount of the said product as shall cover the value of the goods supplied by Seller. In the event of an encroachment by a third party, the Purchaser shall inform Seller immediately of the manner and perpetrator thereof. 6.1.4. The Goods may be resold by the Purchaser only in the normal and ordinary course of business. All Purchasers’ claims it will have against its customers deriving from a resale of the Goods are hereby assigned to the Seller, and the latter is authorized to collect the claims against third parties. This assignment shall also include any rights arising from the fact and to the extent that the Goods are mixed or combined with other person property. In case the Goods are resold, the Purchaser is obliged to notify the Seller about the claim assigned, provide the Seller with details of the third party debtor and shall identify these as all information required for the property collection of Supplier and preserve all labels, identifying marks and stock records identifying them as payment by the property of Supplier;‌ (b) Seller. The Purchaser shallmust immediately transfer any amounts collected by it to the Seller, to the satisfaction extent that and as soon as the Seller’s claims are due. 6.1.5. In jurisdictions where reservation of Suppliertitle cannot be made effective against third parties by simple declaration on invoices or other written instruments, adequately insure the Goods against lossPurchaser, theft by acceptance of these Conditions of Sale, affirms that a security agreement exists between him and damage;‌ (c) Supplier shall have absolute authority the Seller and undertakes to retake, sell cooperate with the Seller in completing and filing with the proper authorities the financing statements or otherwise dispose of, all or part other documents needed to perfect the Seller's security interests in the goods sold and in the proceeds from any disposition of the Goods in which title remains vested in Supplier, without Purchaser being released from Seller's interests herein by the Agreement as a result thereof; (d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;‌ (e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation of the Goods; and (f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the GoodsPurchaser.

Retention of Title. ‌ 9.1. The ownership of Goods shall remain the sole and absolute ownership of Supplier parties expressly agree that until such time as Purchaser has (i) we have been paid in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, (in cash or other amounts due with respect to such Goods.‌ 9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law. 9.3. Until Purchaser becomes the full and unconditional owner of the Goods in accordance with Section 9.1: (a) Purchaser shall store the Goods separately from his own goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;‌ (b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;‌ (c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof; (dcleared funds) for the purpose specified goods; or (ii) all monies due or which become due from you to us on any account whatsoever have been paid in Section 9.3(cfull (in cash or cleared funds), whichever comes first, the following provisions shall apply: a. legal and beneficial ownership of such goods remain with us, and we shall have a Security Interest or moveable hypotec (as the case may be) abovetherein [NTD: additional documentation will be required to create/perfect security interest/hypotec; this can be addressed as a Contract Document]; b. you hold the goods as bailee (depository) for us, Supplier or any and you shall keep the goods separate and in good condition as our fiduciary, clearly showing our ownership of its agents or authorized representatives the goods; c. we shall be entitled to inspect the goods and may recover all or any part of such goods at any time from you if they are in your possession and any of the events in Section 21 have occurred and for that purpose we, our servants and agents may enter upon any premises of Purchaser land or building upon or in which such goods are situated, subject only to such formalities as are provided by mandatory provisions of law; d. you have a right to dispose of such goods (as between you and your customers only) as principal in the Goods ordinary course of its business provided that where you are stored paid by your customers you hold the proceeds of sale to the extent of the amount owing by you to us at the time of receipt of such proceeds in trust for us and do not mix those proceeds with any other monies, with such right being terminable by us giving to you notice at any time and being automatically terminated (without notice) upon the happening of any of the events referred to in section 21; e. under no circumstances shall we be liable to you for any expenses or keptany damage that you may incur or suffer while acting as our bailee (depository), and f. you hereby appoint us to execute all documents and do all things on your behalf in order to perfect and give full effect to the reservation of our ownership rights or are reasonably believed security interests pursuant to be so during business hours without notice;‌ (e) Purchaser irrevocably consents this section and to fully cooperate with Supplier and enable Supplier to exercise its maintain such rights under Sections 9.3(c) and 9.3(d) or interest enforceable against third parties in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to jurisdictions where the Goods and to allow the transportation of the Goods; and (f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goodsgoods may be situated.

Retention of Title. ‌ 9.1(1) The Seller shall retain ownership of the delivered goods until full payment of all receivables under the business relationship between the Seller and the Purchaser. The ownership of Goods shall remain the sole and absolute ownership of Supplier until such time as Purchaser has paid in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.‌ 9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to title shall also apply if individual receivables are included in a current account and the fullest extent possible under balance is drawn and recognized. In the applicable law. 9.3. Until Purchaser becomes event of conduct on the full and unconditional owner of the Goods in accordance with Section 9.1: (a) Purchaser shall store the Goods separately from his own goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;‌ (b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;‌ (c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part of the Goods Purchaser that violates the Agreement, in which title remains vested particular, in Supplierthe event of default in payment, without Purchaser being released from the Agreement as a result thereof;Seller may repossess the delivered goods and the Seller shall be obliged to render up such goods, after the Seller has rescinded the Agreement. (d2) The Purchaser shall reasonably insure the goods, which are subject to the title retention (secured goods), against all standard risks, in particular, fire, break-in and water risks, and shall handle and store the goods with care. (3) The Purchaser shall promptly notify the Seller in writing concerning third party payment execution measures relating to the secured goods and the receivables assigned in advance, and shall provide any documentation necessary for an intervention. (4) The Purchaser may resell the purpose specified delivered goods in Section 9.3(cthe ordinary course of business. The Purchaser may not otherwise dispose over the delivered goods, in particular, pledge them or transfer them by way of security. (5) aboveThe Purchaser hereby assigns to the Seller any receivables relating to the secured goods deriving from resale or other legal grounds, Supplier e.g. insurance or any of its agents or authorized representatives tort, up to an amount equivalent to the purchase price (including Value Added Tax), and the Seller hereby accepts such assignment. Notwithstanding the assignment and the Seller's right to collect such receivables, the Purchaser shall be entitled to enter any premises of collect the receivables as long as it meets it obligations vis-à- vis the Seller and the Purchaser’s financial situation does not deteriorate. However, should this occur, the Purchaser in which shall notify the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;‌ (e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation Seller of the Goods; and (f) Purchaser shall notassigned receivables and the relevant debtors, without Supplier’s prior written consentprovide any necessary information for collection thereof, assign, pledge, lease or otherwise dispose furnish the Seller with the relevant documentation and notify the debtors of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goodsassignment.

Retention of Title. ‌ 9.1. The ownership of Goods shall remain the sole and absolute ownership of Supplier until such time as Purchaser has paid in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.‌ 9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law. 9.3. Until Purchaser becomes the full and unconditional owner of the Goods in accordance with Section 9.1:9.1:‌ (a) Purchaser shall store the Goods separately from his own goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;‌Supplier; (b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;‌damage; (c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof;thereof;‌ (d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;‌ (e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation of the Goods; and (f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goods.

Retention of Title. ‌ 9.1. 4.1 The ownership of Goods shall goods will remain the sole and absolute ownership of Supplier our property until such time as Purchaser all claims from the business relationships with the purchaser have been satisfied. Until title to the goods has paid passed to the purchaser, the purchaser shall hold the goods on a fiduciary basis as our bailee. 4.2 The purchaser is required to ensure the separate storage and that the goods remain readily identifiable as our property (hereafter “Retained Goods”). The purchaser is not entitled to pledge or in full any way charge any of the Retained Goods by way of security and must immediately notify us if third parties assert any right to Supplier the agreed price for Retained Goods. Furthermore, the delivered Goodspurchaser shall (i) not attach 4.3 The purchaser shall process or convert the Retained Goods on our behalf, as well as without establishing any interestobligations on our part. In the event the purchaser combines, collection costsmixes or processes the Retained Goods with other goods, or if he converts them together with other amounts due goods, we shall retain co-ownership in the resulting new goods at the proportion of the invoice value of the Retained Goods to the other goods. The new goods shall be considered retained goods within the meaning of these terms. 4.4 The Retained Goods may only be sold as part of normal business operations. Any other disposals, particularly pledges and assignments of the Retained Goods by way of collateral are not permitted. The purchaser hereby assigns to us all of the claims to which he is entitled with respect regard to such Goods.‌ 9.2. If applicable law does not permit the enforcement Retained Goods from the resale of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect for other legal reasons; in the case of co- ownership, the assignment shall only apply to the portion of the claim that corresponds with our co-ownership. We hereby accept the assignment. Any resale may only be conducted under the condition that this assignment can be secured. 4.5 The purchaser is hereby revocably authorized to collect the assigned claims as part of normal business operations at any time. He must notify his creditors of the assignment at our request. Similarly, we may also issue such notifications and reserve the right to collect the claims ourselves as soon as the agreed retention purchaser is in default of ownershippayment. 4.6 In the event the purchaser has suspended payments, he shall be required to promptly send us a list of the remaining Retained Goods, including goods that have been processed, and also forward a schedule of receivables to the fullest extent possible under third- party creditors. An application to commence insolvency proceedings against the applicable lawassets of the purchaser shall entitle us to withdraw from the contract and demand the immediate return of Retained Goods that have not yet been processed. 9.3. Until Purchaser becomes 4.7 In the full and unconditional owner of event the Goods in accordance with Section 9.1: (a) Purchaser shall store the Goods separately from his own goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;‌ (b) Purchaser shall, purchaser acts contrary to the satisfaction of Suppliercontract, adequately insure the Goods against loss, theft and damage;‌ (c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof; (d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives we shall be entitled to enter any premises of Purchaser in which withdraw from the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;‌ (e) Purchaser irrevocably consents to fully cooperate with Supplier contract and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to demand the Goods and to allow the transportation return of the Retained Goods; and (f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease particularly in the case of payment default or otherwise dispose breach of any product an obligation pursuant to 4.2 or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goods4.4.

Retention of Title. ‌ 9.1(1) The Seller shall retain ownership of the delivered goods until full payment of all receivables under the business relationship between the Seller and the Purchaser. The ownership of Goods shall remain the sole and absolute ownership of Supplier until such time as Purchaser has paid in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.‌ 9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to title shall also apply if individual receivables are included in a current account and the fullest extent possible under balance is drawn and recognized. In the applicable law. 9.3. Until Purchaser becomes event of conduct on the full and unconditional owner of the Goods in accordance with Section 9.1: (a) Purchaser shall store the Goods separately from his own goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;‌ (b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;‌ (c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part of the Goods Purchaser that violates the Agreement, in which title remains vested particular, in Supplierthe event of default in payment, without Purchaser being released from the Agreement as a result thereof;Seller may repossess the delivered goods and the Seller shall be obliged to render up such goods, after the Seller has rescinded the Agreement. (d2) The Purchaser shall reasonably insure the goods, which are subject to the title retention (secured goods), against all standard risks, in particular, fire, break-in and water risks, and shall handle and store the goods with care. (3) The Purchaser shall promptly notify the Seller in writing concerning third party payment execution measures relating to the secured goods and the receivables assigned in advance, and shall provide any documentation necessary for an intervention. (4) The Purchaser may resell the purpose specified delivered goods in Section 9.3(cthe ordinary course of business. The Purchaser may not otherwise dispose over the delivered goods, in particular, pledge them or transfer them by way of security. (5) aboveThe Purchaser hereby assigns to the Seller any receivables relating to the secured goods deriving from resale or other legal grounds, Supplier e.g. insurance or any of its agents or authorized representatives tort, up to an amount equivalent to the purchase price (including Value Added Tax), and the Seller hereby accepts such assignment. Notwithstanding the assignment and the Seller's right to collect such receivables, the Purchaser shall be entitled to enter collect the receivables as long as it meets it obligations vis-à- vis the Seller and the Purchaser’s financial situation does not deteriorate. However, should this occur, the Purchaser shall notify the Seller of the assigned receivables and the relevant debtors, provide any premises necessary information for collection thereof, furnish the Seller with the relevant documentation and notify the debtors of the assignment. (6) Should the delivered goods be resold together with other goods that do not belong to the Seller, the Purchaser's receivables against the buyer shall be deemed assigned in an amount equivalent to the delivery price agreed between the Seller and the Purchaser (including Value Added Tax). Should the secured goods be processed by the Purchaser, the Seller shall be deemed the processor within the meaning of § 950 of the Germany Civil Code ("BGB"). Should the secured goods be combined with other goods, the Purchaser shall acquire proportionate co- ownership in the new goods created. Should the Purchaser acquire sole ownership of new goods, then it shall be deemed agreed that the Purchaser grants the Seller proportionate co-ownership in the new goods. (7) The Seller agrees to release at the Purchaser's request the security to which it is entitled to the Goods are stored or kept, or are reasonably believed extent that the realizable value exceeds by more than 20% the receivables to be so during business hours without notice;‌ (e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation secured; selection of the Goods; and (f) Purchaser security to be released shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose be the responsibility of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the GoodsSeller.

Retention of Title. ‌ 9.1. The ownership of Goods 7.1 Notwithstanding the actual delivery, the property in the Products shall remain not pass to the sole and absolute ownership of Supplier Purchaser until such time as the Purchaser has paid fully paid: 7.1.1 All claims due to Eclipse concerning the compensation for any Products supplied or to be supplied by Eclipse under the Agreement or to be supplied under any other agreement whether existing at this time or to be concluded at a later stage; or 7.1.2 For any work performed or to be performed on behalf of the Purchaser under abovementioned agreements; as well as 7.1.3 All claims on account of any failure on the part of the Purchaser in full to Supplier respect of the agreed price due performance of his obligations under abovementioned agreements. 7.2 As security for the delivered Goods, as well as any interest, collection costspayment of claims arising from contracts other than those referred to under clause 7.1 above, or other amounts due as security for those claims or with respect to such Goods.‌ 9.2. If applicable law does not permit the enforcement of a those Products to which no reservation of ownership by Supplier as stipulated in Section 9.1title is possible, Purchaser shall warrant that Supplier has rights that have Eclipse reserves the same or similar effect as the agreed retention of ownershipright to vest a security interest (e.g. a charge), to the fullest extent possible under the applicable law. 9.3. Until Purchaser becomes the full and unconditional owner of the Goods in accordance with Section 9.1: (a) Purchaser shall store the Goods separately from his own goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;‌ (b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;‌ (c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof; (d) its benefit for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives Products supplied. Eclipse shall be entitled to enter any premises of register said security interest, for which Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;‌shall provide all cooperation required. (e) 7.3 Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free shall allow access to the Goods Product and allow Eclipse to allow collect the transportation Products, in the event Eclipse exercises this right of retention. 7.4 In the Goods; and (f) case the Product is integrated in, transformed to, becomes part of another good or otherwise loses its individual identity, Eclipse has the right to request a security right such as a charge, mortgage or lien that would provide it sufficient security for its claims, and Purchaser shall notgrant such right upon Eclipse’s first request. The last sentence of clause 7.2 shall apply equally here. 7.5 As long as the property in the Products rests with Eclipse or as long as a security interest is established thereon, without Supplier’s prior written consent, assign, pledge, lease the Purchaser shall not be entitled to transfer or otherwise dispose of any product or enter into any agreement by the Product to pledge the same as security, unless the Purchaser resells the Products in the normal conduct of his business, which is to sell goods such as the Goods are subjected Products. In that case a security interest in the proceeds of such sale(s) for the benefit of Eclipse shall be established in anticipation of the claim against the third-party buyer arising from the sale of the Product. The Purchaser hereby grants to Eclipse a floating charge over such sale proceeds. The last sentence of clause 7.2 shall apply equally here. 7.6 Purchaser agrees to cooperate in the registration of any security right or right interest mentioned above. 7.7 Clause 7.1 shall not apply in the case that the Parties have agreed that Eclipse shall issue trust deeds, which provide Purchaser (proportional) ownership rights to surrender the GoodsProduct.

Retention of Title. ‌ 9.1. 11.1 The ownership of Purchaser agrees that legal and equitable title to the Goods shall remain is retained by the sole and absolute ownership of Supplier Company until such time as Purchaser has paid the Company receives payment in full to Supplier from the agreed price Purchaser for the delivered Goods and all other monies owing by the Purchaser to the Company at any time. Prior to title in the Goods passing to the Purchaser, the Purchaser: a) Must hold the goods as ▇▇▇▇▇▇ and fiduciary agent of the Company; b) Where the Purchaser processes the Goods, as well as any interest, collection costs, either by using the Goods to manufacture other goods or other amounts due with respect to such Goods.‌ 9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law. 9.3. Until Purchaser becomes the full and unconditional owner of incorporating the Goods in accordance or with Section 9.1:any other goods, must hold such part of the new goods (“Processed Goods”) on trust for the Company as Bailee and fiduciary agent of the Company; (ac) Purchaser shall Must store the Goods separately and such part of the Processed Goods separate from his its own goods or the goods and those of any other person and shall identify these third party so that they are readily identifiable as the property of Supplier the Company; d) Must keep the Goods in good and preserve all labels, identifying marks merchantable condition and stock records identifying them as the property of Supplier;‌ (b) Purchaser shall, to the satisfaction of Supplier, adequately fully insure the Goods against lossloss or damage however caused; e) Must not sell the Goods except with the prior written consent of the Company or in the ordinary course of the Purchaser’s business, theft provided that any such sale is at arms’ length and damage;‌on market terms; (cf) Supplier Any proceeds of re-sale insofar as they relate to the Goods shall have absolute authority be held on trust for the Company in a separate account; and must not create any encumbrance over the Goods which are inconsistent with the Company’s title and ownership of the Goods. 11.2 For purpose of this clause 11, “such part” means an amount equal in dollar terms to retake, sell or otherwise dispose the amount owing by the Purchaser to the Company at the time the Goods are used in the manufacture of, all or part incorporated into, the Processed Goods. 11.3 If the Purchaser is in breach of these Conditions including, without limitation, failure by the Purchaser to make payment for the Goods by the date specified by the Company to the Purchaser or in the Company’s reasonable opinion the payment of any amount in respect of the Goods supplied by the Company is in which title remains vested in Supplierjeopardy, the Purchaser must return the Goods to the Company immediately on demand. 11.4 If the Purchaser does not return the Goods to the Company on demand under clause 11.3, the Purchaser irrevocably authorises representatives of the Company to enter upon any site where the Goods are located to take possession of the Goods without prior notice, and the Purchaser being released from indemnifies the Agreement Company for all fees (including legal fees on a full indemnity basis), costs and expenses incurred or suffered as a result thereof; (d) for of any and all prosecution, actions, demands, claims or proceedings brought by or against the purpose specified Company in Section 9.3(c) above, Supplier or any connection with the retaking possession of its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;‌ (e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to the exercise by the Company of its rights under Sections 9.3(c) this clause, and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation of the Goods; and (f) Purchaser shall notrepay all such fees, without Supplier’s prior written consentcosts, assignlosses, pledgedamages, lease expenses or otherwise dispose any other sums of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goodsmoney on demand.

Retention of Title. ‌ 9.1. The ownership of Goods goods (retained goods) shall remain the sole and absolute ownership property of the Supplier until the fulfilment of all claims against the Purchaser to which he is entitled, even if the individual goods have been paid for. If the value of the security exceeds the Supplier’s claims against the Purchaser from the ongoing business relationship by more than 25%, the Supplier shall release a corresponding share of the security rights at the request of the Purchaser. The retained goods may not be pledged or assigned as a security. In the event of resale or rental of the retained goods, as permitted in the ordinary course of business, the Purchaser shall assign any future claims from the resale or rental against his customers to the Supplier as a precaution until the settlement of all the Supplier’s claims, without any special declarations being required later. The assignment shall include balance claims which result as part of existing current account relationships or in the event of the termination of such time as relationships between the Purchaser has paid and his customers. If a legitimate interest in full demonstrated, the Purchaser must provide the Supplier with the information required to Supplier assert his rights against the customer and must release the necessary documents for this. If the retained goods are resold or rented together with other items without an individual price being agreed price for the delivered Goodsretained goods, as well as the Purchaser shall assign to the Supplier, with priority over the remaining claims, the part of the total price claim or total interest which corresponds to the value of the retained goods invoiced by the Supplier. Until revocation, the Purchaser shall be entitled to collect the assigned claims from the resale or renting. All costs of collection and any interestintervention shall be borne by the Purchaser. Where is good cause, collection costsin particular a delay in payment, a stoppage of payments, the protest of a bill or the opening of insolvency proceedings, or if other amounts due with respect comparable grounds are present which suggest the Purchaser may be insolvent, the Supplier shall be entitled to such Goods.‌ 9.2revoke the Purchaser’s collection authority. Furthermore, after threatening the disclosure of the security assignment or the exploitation of the assigned claims, the Supplier may, in adherence to a reasonable notice period, disclose the security assignment, exploit the assigned claims and demand that the Purchaser discloses the security assignment to the customer. In the event that the equivalent value of the claims assigned to the Supplier is received by the Purchaser or a bank of the Purchaser, the Purchaser is obliged to immediately report their receipt and transfer it to them. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1Purchaser processes the retained goods, Purchaser reforms them or combines them with other items, the processing, reforming or combining shall warrant that Supplier has rights that have take place for the same or similar effect as Supplier. They shall immediately become the agreed retention of ownership, to the fullest extent possible under the applicable law. 9.3. Until Purchaser becomes the full and unconditional owner of the Goods in accordance with Section 9.1: (a) item produced through the processing, reforming or combining. If this is not possible for legal reasons, the Supplier and Purchaser agree that the Supplier shall be the owner of the new item at every stage of the processing, reforming or combining. The Purchaser shall store the Goods separately new item for the Supplier with the care of a prudent businessman. The item produced through the processing, reforming or combining shall apply as retained goods. In the event of processing, reforming or combining with other items not belonging to the Supplier, the Supplier shall have joint ownership of the new product in a share reflecting the ratio of the value of the processed, reformed or combined retained item to the value of the new item. In the event of resale or renting of the new item, as a precaution the Purchaser shall hereby assign to the Supplier his claims from the resale or renting against his own customers along with all ancillary rights, without any special declarations being required later. If the retained goods are combined with land or moveable property, as a precaution the goods of any other person and Purchaser shall identify these assign the claims to which he is entitled as remuneration for the property of Supplier and preserve combining, along with all labels, identifying marks and stock records identifying them as the property of Supplier;‌ (b) Purchaser shallancillary rights, to the satisfaction Supplier without any special declarations being required later. If the Purchaser is the owner of the land or if for other legal reasons he is entitled to a claim to the rent from this land, he shall also assign this rent to the Supplier. The assignment shall apply respectively only in the amount of the sum corresponding to the value invoiced by the Supplier of the processed, adequately insure reformed or combined retained goods. The claim share assigned to the Goods against loss, theft and damage;‌ (c) Supplier shall have absolute authority to retakepriority over the remaining claims. The Purchaser shall inform the Supplier forthwith of any pledging, sell seizure or otherwise dispose of, all or part other act of intervention by third parties. Should the Purchaser act in violation of the Goods agreement, notably in which title remains vested the case of default in Supplierpayment, without Purchaser being released from the Agreement as a result thereof; (d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives shall be entitled to enter any premises of recovery. The Purchaser in which shall be obliged to return the Goods are stored retained goods. The taking back or kept, or are reasonably believed to be so during business hours without notice;‌ (e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation assertion of the Goodsretention of title by the Supplier does not require withdrawal on the part of the Supplier; and (f) Purchaser no withdrawal from the contract lies in these actions or the pledging of the retained goods by the Supplier unless the Supplier has expressly declared this. After a prior warning, the Supplier shall not, without Supplier’s prior written consent, assign, pledge, lease or be entitled to otherwise dispose of any product or enter into any agreement by which exploit the Goods are subjected retained goods and use the proceeds thereof to any security right or right to surrender the Goodsoffset his outstanding claims.

Retention of Title. ‌Goods supplied 9.1. The (a) Notwithstanding that risk in Goods passes pursuant to clause 3, title to and ownership of Goods shall remain remains with the sole Company and absolute ownership of Supplier does not pass to the Applicant until such time as Purchaser has paid in full all amounts owing by the Applicant to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due Company with respect to those Goods are paid in full. (b) The Applicant acknowledges that until title to and ownership of Goods passes to the Applicant, the Applicant is in possession of the Goods for and on behalf of the Company as bailee. (c) Subject to clause 5.1(e), until payment is made for Goods, the Applicant shall store those Goods separately and in such Goods.‌ 9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant manner that Supplier has rights that have the same or similar effect those Goods are clearly identified as the agreed retention property of ownership, the Company. (d) The Applicant grants to the fullest extent possible under Company an irrevocable licence to enter any of the applicable lawApplicant's premises, exercisable upon a Termination Event, which licence to enter permits the Company by its Personnel, at its sole option to enter the Applicant's premises and repossess and remove all Goods on the premises for which title has not passed to the Applicant. The Applicant consents to such actions and agrees that the Company will not be liable for any Loss suffered by the Applicant as a result of the Company taking such actions. 9.3. (e) Until Purchaser becomes title to and ownership of the full and unconditional owner Goods passes to the Applicant in accordance with this clause 3, the Applicant must not, without the written consent of the Company: (i) grant or register, or permit to be granted or registered any Security Interest over any of the Goods in accordance with Section 9.1:favour of another person which rank in priority to the Company’s Security Interest in the Goods; or (aii) Purchaser shall store the Goods separately from his own goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;‌ (b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;‌ (c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part give possession or control of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof; (d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;‌ (e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation of the Goods; and (f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goodsanother person.

Retention of Title. ‌ 9.1. The ownership of Goods 9.1 All Products delivered to the Customer shall remain the sole and absolute ownership of Supplier until such time as Purchaser has paid in full to Supplier the agreed price VDL's property, but shall be for the delivered Goodsaccount and risk of the Customer, for as well long as there are any interestpayment obligations of the Customer vis- à-vis VDL, collection costs, whether or other amounts not due with respect and payable. 9.2 A Customer acting as a reseller may sell and re-deliver a Product subject to such Goods.‌ 9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed VDL's retention of ownership, to the fullest extent possible under the applicable lawtitle insofar as that is common practice in its normal business operations. 9.3. Until Purchaser becomes 9.3 If the full and unconditional Customer creates a new object from the Products delivered by VDL, VDL shall be the owner of the Goods newly-created object and the Customer shall hold such object for VDL until the Customer has paid all amounts owed to VDL, even if the value of the newly-created object is substantially higher than the value of the Product. 9.4 Notwithstanding any delivery obligation, VDL may maintain possession of the Products, objects, proprietary rights, information and documents which have been produced or generated in connection with the Agreement until the Customer has paid all amounts owed to VDL. 9.5 In the event VDL has delivered Products to the Customer that are subject to VDL's retention of title, the Customer shall: a) insure such Products against fire, theft, explosion and water damage, third-party liability and own risk, and to maintain such insurance, and to provide the insurance policies for inspection; the insured amount shall be at least equal to the Price; any of the Customer’s rights from the insurance policy are hereby assigned to VDL, until the Customer has fulfilled all of its obligations vis-à-vis VDL; b) pledge to VDL in the manner prescribed in Article 3.239 of the Civil Code, any claim which the Customer may have against its customers through the sale in the course of the normal operation of its business of such Products; c) regard such Products as subject to VDL's retention of title and shall treat them with a reasonable degree of care; d) act in accordance with Section 9.1: (a) Purchaser shall store the Goods separately from his own goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;‌ (b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;‌ (c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part VDL’s reasonable instructions in respect of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereofprotection of VDL’s rights; (de) for notify VDL not later than within 24 hours after a third party attempts to establish or validate any title to any such Products; f) indemnify VDL against claims of third parties against VDL in connection with VDL's retention of title; g) at the purpose specified first request of VDL, cooperate in Section 9.3(c) abovereturning such Products immediately to VDL, Supplier or any of its agents or authorized representatives shall be entitled to enter any even if the Products are not stored on the premises of Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;‌ (e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation of the GoodsCustomer; and (fh) Purchaser shall notat the first request of VDL, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which the Goods are subjected give VDL access to any security right or right to surrender the Goodsproperty where such Products are stored.

Retention of Title. ‌ 9.1. The ownership of Goods shall remain the sole and absolute ownership of Supplier until such time as Purchaser has paid in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.‌ 9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law. 9.3. Until Purchaser becomes the full and unconditional owner of the Goods in accordance with Section 9.1: (a) Purchaser shall store Property in all the Goods separately from his own goods or supplied shall remain vested in the goods of any other person Seller and shall identify these as not pass to the property of Supplier and preserve Customer until all labels, identifying marks and stock records identifying them as monies owing to the property of Supplier;‌Seller by the Customer are paid in full; (b) Purchaser shall, Where the Customer has possession of the Goods supplied and the Seller has not been paid in full for the Goods then the Customer is deemed to be trustee for the Seller in respect of the Goods and liable to the satisfaction Seller to account for all monies received in respect of Supplier, adequately insure the Goods against lossand pay such monies to the Seller in respect of the Goods. The trust expires upon the Customer paying the Seller for the Goods in full (including any interest or other costs incurred by, theft and damage;‌or accruing to the Seller); (c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part of Until the Goods are paid for in which title remains vested in Supplierfull by the Customer, without Purchaser being released the Customer shall keep them separate from the Agreement as a result thereofother products so they can be easily identified and recovered; (d) In the event that the Goods have been processed or mixed with other Goods such that the Goods are no longer separately identifiable, then the Customer agrees that the Seller will be the owner of the end product; (e) The Seller may require the Customer to return any Goods not paid for to the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives shall be Seller on demand and the Customer expressly and irrevocably agrees that the Seller is entitled to enter any premises of Purchaser in which the Customer where the Goods are stored or keptkept to repossess, or are reasonably believed to be so during business hours without notice;‌ (e) Purchaser irrevocably consents to fully cooperate with Supplier remove and enable Supplier to exercise its rights under Sections 9.3(c) sell such Goods and 9.3(d) the Customer will keep the Seller indemnified in all practical aspectsrespect of any claims, actions and costs that may arise against the Seller in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access relation to the removal, repossession and sale of any Goods and pursuant to allow the transportation of the Goods; andthis Agreement; (f) Purchaser shall notTo avoid any doubt, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which if the Seller sells the Goods are subjected pursuant to this clause, such sale shall be on such terms as the Seller in its absolute discretion deems fit and any security right or right shortfall between the monies due and owing by the Customer to surrender the GoodsSeller and the proceeds of the sale pursuant to this paragraph shall be recoverable against the Customer.

Retention of Title. ‌ 9.1. The ownership of Goods shall remain the sole and absolute ownership of Supplier until such time as Purchaser has paid in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.‌ 9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law. 9.3. Until Purchaser becomes the full and unconditional owner of the Goods in accordance with Section 9.1: (a) Purchaser Until full payment of all present and future claims arising from the pur- chase contract and an ongoing business relationship (secured claims), the AE shall store retain title to the Goods separately from his own sold goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;‌tools (reserved goods). (b) Purchaser shallThe goods subject to retention of title may neither be pledged to third parties nor assigned (as collateral) until the secured claims have been paid in full. The CP shall immediately notify the AE in writing if an appli- cation for the opening of insolvency proceedings is filed or if third parties access (e.g., seize) the goods subject to retention of title owned by the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;‌AE. (c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part In case of conduct of the Goods CP which is in which title remains vested breach of the contract, in Supplierparticular with non-payment of the due purchase price, without Purchaser being released the AE shall be entitled to withdraw from the Agreement as contract according to the statutory provisions or/and to request the handover of the reserved goods ow- ing to the retention of title. The handover request shall not include the declaration of withdrawal at the same time; in fact, the AE shall be entitled to merely request the handover of the reserved goods and to reserve the right to withdraw from the contract. If the CP does not pay the due purchase price, the AE may assert these rights only if it has previously unsuccessfully set the CP a result thereof;reasonable deadline for payment or if such a deadline is unnecessary according to the statu- tory provisions. (d) Until they are revoked as stated in (c), the CP shall be authorized to resell and/or process the reserved goods in the ordinary course of business. In this case, the following provisions shall apply in addi- tion. i. The retention of title shall extend to the products that are produced by processing, mixing or combining of goods at their full value, whereby the AE shall be deemed the manufacturer. If the ownership rights of third parties continue to exist when processing, mixing or combining with goods of third parties, the AE shall acquire co- ownership in the ratio of the invoice values of the processed, mixed or combined goods. Incidentally, the same shall apply to the pro- duced product as to the goods delivered under retention of title. ii. The CP shall hereby already assign the claims against third parties arising from the resale of the goods or product in total or in the amount of the possible co-ownership share, to the AE as collateral according to the preceding paragraph. The AE shall accept this as- signment. The obligations of the CP set forth in Para. 2 shall also apply with regard to the assigned claims. iii. The CP shall remain authorized to collect the claim in addition to the AE. The AE shall undertake not to collect the claim as long as the CP meets its payment obligations towards the AE, there is no deficiency in its ability to pay and the AE does not assert the retention of title by exercising a right pursuant to Para. 3. However, if this is the case, the AE may request the CP to inform the AE of the assigned claims and their debtors, provide all information required for collection, hand over the purpose specified relevant documents and inform the debtors (third par- ties) of the assignment. Furthermore, in Section 9.3(c) abovethis case the AE shall be enti- tled to revoke the CP's authority to further sell and process the goods subject to retention of title. iv. If the realizable value of the collateral items exceeds the AE's claims by more than 10%, Supplier or any the AE shall, upon the CP's request, release col- lateral items of its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;‌ (e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation of the Goods; and (f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goodschoice.

Retention of Title. ‌ 9.1. 7.1 The ownership of Goods shall goods delivered by the vendor remain the sole and absolute ownership of Supplier until such time as Purchaser has paid in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.‌ 9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law. 9.3. Until Purchaser becomes the full and unconditional owner property of the Goods vendor until the purchaser has fulfilled all following obligations of the purchase agreement entered into with the vendor: - the compensation(s) with regard to delivered or to-be-delivered good/goods - the compensation(s) with regard to services rendered or to be rendered in accordance with Section 9.1:the purchase agreement; - any claims due to purchaser's non-compliance of such agreement(s). (a) Purchaser shall store 7.2 Unless the vendor determines otherwise, the property law consequences of business intended for export will be governed by the law of the country of destination of the relevant goods, if the retention of title under the laws of the destination country does not lose its effect until the full price is paid. 7.3 Goods separately from his own goods supplied by the vendor that by virtue of paragraph 1 fall under retention of title, may only be sold on within the framework of a normal business practice. Moreover, the purchaser is not entitled to pledge or the goods of establish any other person and shall identify these as rights to the goods. 7.4 With regard to delivered goods which by payment have become the property of Supplier the purchaser and preserve which are still in the possession of the purchaser, the vendor reserves the liens provided for in art. 3:237 BW as additional security for claims, other than stated in paragraph 1 of this article, of whatever nature that the vendor may have against the purchaser. The authority contained in this paragraph also applies in respect of goods supplied by the vendor which are treated or processed by the purchaser whereby the vendor loses its retention of title. 7.5 If the purchaser fails to fulfill the obligations or there is reasonable fear that the purchaser will not do so, the vendor is entitled to remove or arrange for removal of goods referred to in the paragraph 1 retention of title from the purchaser or from third parties holding the goods for the purchaser. The purchaser is obliged to cooperate fully in this under penalty of a fine per day of 10% of the amount owed by the purchaser. 7.6 If third parties wish to establish or assert any right to the delivered goods, the purchaser is obliged to inform the vendor as soon as can reasonably be expected. 7.7 The purchaser is obliged on request by the vendor - to insure and keep insured the goods delivered under retention of title against fire, explosion, water damage and theft and to produce the insurance policy for inspection; - to pledge to the vendor all labels, identifying marks and stock records identifying them of purchasers' claims on insurers in respect of the goods delivered under the retention of title in the manner prescribed in art. 3:239 BW;
 - to pledge to the vendor the claims that the purchaser obtains in relation to purchaser's customers selling on the goods delivered by the vendor under retention of title in the manner prescribed in art. 3:239 BW; - to mark the goods delivered under retention of title as the being property of Supplier;‌ (b) Purchaser shall, the vendor; - to cooperate in other ways to all reasonable measures that the satisfaction vendor will utilize to protect its rights of Supplier, adequately insure the Goods against loss, theft and damage;‌ (c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part retention of title in respect of the Goods goods and which do not unreasonably interfere in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof; (d) for the purpose specified in Section 9.3(c) above, Supplier or any purchaser's normal course of its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;‌ (e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation of the Goods; and (f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goodsbusiness.

Retention of Title. ‌ 9.18.1. Title to the Products shall remain vested in Seller until all present and future claims of Seller under the agreement and any ongoing business relationship with Buyer ("Secured Claims") have been paid in full. The ownership of Goods shall remain the sole and absolute ownership of Supplier until such time as Purchaser has paid in full Products subject to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.‌ 9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed Seller's retention of ownershiptitle (“Reserved Goods”) shall, to the fullest extent possible under possible, be stored separately from other goods on the applicable lawBuyer's premises and clearly marked as Seller's goods. 9.38.2. Until Purchaser becomes Buyer is entitled (a) to process the full and unconditional owner Product in the ordinary course of the Goods business in accordance with Section 9.1: (a) Purchaser shall store the Goods separately from his own goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;‌section hereof and (b) Purchaser shallto sell the resulting products or the unmodified Product (if expressly permitted by Supplier in accordance with section 3.2 above) in the ordinary course of business, provided that ▇▇▇▇▇ also agrees on a retention of title with its customers in accordance with this section 8. Buyer shall not be entitled to dispose of the satisfaction of SupplierReserved Goods in any other way, adequately insure in particular not to pledge them or assign them as security 8.3. Buyer’s rights according to section 8.2 shall cease automatically, without the Goods against lossneed for an express revocation, theft and damage;‌if Buyer (ci) Supplier fails to make a payment when due or (ii) is in default with the proper performance of or compliance with any other obligation to Seller or (iii) initiates or applies for liquidation, insolvency proceedings or receivership. Seller may then terminate the agreement by written notice to ▇▇▇▇▇. Upon termination of Buyer’s right to use or resale the Products, Buyer shall have absolute authority immediately make available the Reserved Goods to retake, sell or otherwise dispose of, all or part of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof; (d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives Seller and Seller shall be entitled to enter the Buyer's premises in order to take possession of the Reserved Goods. To this end, Buyer shall provide Seller with all reasonable assistance in locating and taking possession of the Product. 8.4. Seller's retention of title extends to all products resulting from the processing, mixing or combination of the Products (“Manufactured Products”) at the full value of the Manufactured Products, the Seller being considered as the manufacturer of all Manufactured Products. If, after processing, mixing or combining the Products with goods of a third party, such third party’s title should remain in effect, Seller shall acquire co-ownership in the Manufactured Product in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the Manufactured Products shall be subject to the same provisions as applicable to the Reserved Goods. 8.5. Buyer hereby assigns by way of security to Seller any premises claims against third parties arising from the resale of Purchaser the Reserved Goods or the Manufactured Products in which total or in the Goods are stored amount of any co-ownership share pursuant to Section 8.4, and Seller hereby accepts such assignment. ▇▇▇▇▇ remains authorized to collect the claims until his authorization to use and sell the Product or keptManufactured Product ends according to clause 8.3. Upon termination of ▇▇▇▇▇'s right to collect and at Seller’s request, or are reasonably believed Buyer shall (i) inform ▇▇▇▇▇▇ of the assigned claims and their debtors and provide all information necessary for the collection of the claims, (ii) hand over the relevant documents and (iii) notify the debtors of the assignment. 8.6. ▇▇▇▇▇ shall immediately notify the Seller in writing if and to be so during business hours without notice;‌ (e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspectsthe extent that third parties have access, in particular by taking all commercially reasonable actions requested by Supplier that are necessary bring out attachments or useful to give Supplier free access seizures, to the Goods and Reserved Goods, Manufactured Products or claims belonging to allow the transportation of Seller. Any intervention costs arising from this shall in any case be borne by the Goods; and (f) Purchaser shall notBuyer, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement unless they are borne by which the Goods are subjected to any security right or right to surrender the Goodsthird parties.

Retention of Title. ‌ 9.11. The Seller retains ownership of the Goods shall remain supplied and to be supplied by him to the sole Buyer until the Buyer has fully performed all (payment) obligations for all the Goods supplied or to be supplied under the Contract or other contracts entered into with Buyer or activities performed or to be performed under the Contract or other contracts entered into with Buyer and absolute ownership all claims due to failure in the performance of Supplier until such time obligations. 2. Buyer is obliged to store the Goods separately and clearly marked as Purchaser property of Seller. Buyer hereby undertakes towards Seller to pledge (without notice to the debtor) to Seller all claims which Buyer has paid in full to Supplier the agreed price or will have against its clients and their current and future stocks, equipment and business assets, such as additional security for the delivered Goods, as well as payment of all that which Seller can claim now or at any interest, collection costs, or other amounts due with respect time for whatever reason also from the Buyer. Buyer is obliged to such Goods.‌cooperate and perform all (legal) actions which are necessary for the legally valid establishment of above-mentioned rights of pledge. 9.23. If applicable law does not permit the enforcement there is a question of a reservation of ownership by Supplier as stipulated in Section 9.1confusion, Purchaser shall warrant that Supplier has rights that have the same accession, processing or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law. 9.3. Until Purchaser becomes the full and unconditional owner inclusion (but excluding specification) of the Goods in accordance with Section 9.1: (a) Purchaser shall store other goods, the Seller always acquires co-ownership in proportion to the value of the Goods separately supplied by him. 4. If the Buyer forms a new object partly from his own goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;‌ (b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against lossreferred to in Article 8.1, theft then this is an object which the Seller has constituted for himself as owner and damage;‌the Buyer keeps it for the Seller, until the Buyer has performed all obligations as referred to in Article 8.1. (c) Supplier shall have absolute authority 5. Before full payment has occurred, the Buyer is not entitled to retakelend, sell or otherwise dispose of, all rent, pledge or part of encumber the Goods in which any other way (under the law of obligations or under property law), fully or partially, directly or indirectly. 6. The Buyer is obliged to immediately inform the Seller should third parties lay claim (including attachment) to the Goods supplied by the Seller subject to retention of title remains vested in Supplieror should he have knowledge of third parties intending to lay claim to the afore-mentioned Goods. 7. In the case of non-performance by the Buyer, without Purchaser being released from the Agreement as a result thereof; (d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives shall be Seller is entitled to enter any premises of Purchaser in which retrieve or arrange to have the Goods are stored supplied which belong to him retrieved. The Buyer shall cooperate fully as required and authorizes the Seller irrevocably and unconditionally to have access or kept, or are reasonably believed arrange for third parties to be so during business hours without notice;‌ (e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free have access to the sites and/or spaces where the Goods concerned are and is, if applicable, obliged to allow ensure that the transportation third parties provide permission to the Seller to enter or arrange for third parties to enter the sites and/or spaces where the Goods concerned are. All expenses of the Goods; and (f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which Seller connected with retrieving the Goods supplied are subjected to any security right or right to surrender payable by the GoodsBuyer.

Retention of Title. ‌ 9.11. The ownership of Without prejudice to clause V.6 above, full legal, beneficial and equitable title to and property in the Goods shall remain vested in the sole Supplier (even though they have been delivered and absolute ownership of Supplier until such time as Purchaser risk has paid in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.‌ 9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, passed to the fullest extent possible under the applicable law. 9.3. Until Purchaser becomes the full and unconditional owner of the Goods in accordance with Section 9.1Customer) until: (a) Purchaser payment in full, in cash or cleared funds, for all the Goods has been received by the Supplier; and (b) all other money payable by the Customer to the Supplier on any other account or under the Contract or any other contract has been received by the Supplier. 2. Until full legal, beneficial and equitable title to the Goods passes to the Customer: (a) the Customer shall hold the Goods on a fiduciary basis as the Supplier’s bailee; (b) the Customer shall store the Goods at its premises in a proper manner in conditions which adequately protect and preserve the Goods and shall insure them, without any charge to the Supplier against all risks for their full value from the date of delivery, and not tamper with any identification upon the Goods or their packaging and shall ensure that they are stored separately from his own goods or the goods of any other person goods (whether or not supplied by the Supplier) and shall identify these are clearly identifiable as belonging to the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property Supplier shall be entitled to examine any such Goods in storage at any time during normal business hours upon giving the Customer reasonable notice of Supplier;‌ (b) Purchaser shall, its intention to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;‌do so; (c) the Supplier shall have absolute authority may at any time, on demand and without prior notice, require the Customer to retake, sell or otherwise dispose of, all or part deliver the Goods up to the Supplier and the Supplier may repossess and resell the Goods if any of the Goods events specified in which title remains vested in Supplier, without Purchaser being released clause XI occurs or if any sum due to the Supplier from the Agreement as a result thereofCustomer under the Contract or on any other account or under any other contract is not paid when due; (d) for For the purpose specified in Section 9.3(cpurposes of clause VI.2(c) abovethe Supplier, Supplier its employees, agents and sub-contractors will be entitled to free and unrestricted access to any premises owned, occupied or controlled by the Customer and/or any other location where any of its agents or authorized representatives the Goods are situated at any time without prior notice; and (e) the Supplier shall be entitled to enter any premises maintain an action against the Customer for the price of Purchaser in which the Goods are stored notwithstanding that legal, equitable and beneficial title to and property in the Goods has not passed to the Customer; but the Customer shall be entitled to resell or kept, or are reasonably believed to be so during business hours without notice;‌use the Goods in the ordinary course of its business. (e) Purchaser irrevocably consents to fully cooperate with 3. In the event that the Supplier and enable Supplier notifies the Customer in writing that it intends to exercise its rights under Sections 9.3(ccontained in clauseVI.2(c) and 9.3(d(an "ROT Notice") in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation take possession of the Goods, the Supplier and the Customer agree to the following: (a) upon the earlier of: (i) receipt of an ROT Notice; and (fii) Purchaser one of the events set out in clause XI. occurring; the Customer's right (and for the avoidance of doubt, that of anyone acting on its behalf), to resell or use the Goods (in respect of which title has not passed to the Customer) in the ordinary course of its business, shall, unless agreed otherwise by the Supplier in writing, terminate with immediate effect. (b) Within three (3) Business Days (“Business Day” means any day which is not a Saturday, a Sunday or a bank or public holiday in any part of the United Kingdom;) or such other time period as specified in writing by the Supplier of an ROT Notice being given, the Customer shall notgive the Supplier reasonable access to their premises and, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of so far as it is able to any product or enter into any agreement by which other premises where the Goods are subjected held to any security right or right enable the Supplier to surrender inspect the Goodsgoods, and subject to such access being given, such inspection to be completed within seven (7) Business Days.

Retention of Title. ‌ 9.1. The ownership of Goods 7.1 All products sold by us shall remain our property until the sole and absolute ownership of Supplier until such time as Purchaser Buyer has paid in full all that is owed to Supplier us in connection with the underlying agreement and/or in connection with prior or subsequent agreements of the same nature, including damages, costs and interest. The Buyer has no right of retention in respect of those products. 7.2 In the event the retention of title expressly agreed price for upon herein is not recognized by the delivered Goods, as well as any interest, collection costslaw of the country in which the delivery object is located, or other amounts due with respect in the event such retention is only recognized in observation of certain prerequisites, the Buyer shall be obligated to such Goods.‌ 9.2point this out to us no later than at the conclusion of the Agreement. If applicable In the event the law does not permit allow the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, title or the extended retention of title but allows us to reserve other rights to the fullest extent possible under delivery object serving the applicable lawpurpose of security in a manner similar to the retention of title, we hereby declare that we shall assert such rights. The Buyer hereby agrees to cooperate in the execution of any measures necessary to obtain such rights by us (in particular in the observation of formal requirements). 9.3. Until Purchaser becomes 7.3 In the full event the Buyer processes (connects, mixes) the goods to which we have retained rights with other goods not belonging to us, the provisions of 5:14, 5:15 and unconditional owner 5:16 of the Goods Dutch Civil Code shall apply with the consequence that our co-title to the new good is then a reserved good in accordance with Section 9.1:the terms of these Terms and Conditions. ▇▇▇▇▇ is obliged to ensure that he possesses sufficient data regarding the title of the goods to determine who are the owners of the newly formed goods. 7.4 Buyer may only sell products which it has not yet paid in full to third parties: (a) Purchaser shall store when acting in the Goods separately from his own goods or the goods ordinary course of any other person its business, and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;‌ (b) Purchaser shallif the Buyer, with our co-operation, establishes an undisclosed right of pledge (according to Dutch law) for our benefit on the satisfaction claims which originate from such sale. 7.5 From the time of Suppliercessation of payment by the Buyer or in case of the issuing of an application for insolvency of the Buyer, adequately the Buyer shall no longer be entitled to sell, process, connect or mix any retention of title goods. The Buyer shall in such case undertake separate storage and labelling of retention of title goods without undue delay and shall further keep for us on a fiduciary basis any moneys received from assigned claims arising from the delivery of goods. 7.6 Buyer shall keep the reserved good for us and hereby agrees to insure the Goods such good against lossfire, temperature, theft and damage;‌ (c) Supplier shall have absolute authority water. The Buyer hereby pledges its compensation claims against insurance companies to retake, sell or otherwise dispose of, all or part which it is entitled from damages of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof; (d) for the purpose specified in Section 9.3(c) above, Supplier -mentioned type or any of other claims for replacement to us. Buyer herewith declares that it is entitled to pledge such claims. We hereby accept such pledge. In the event the Buyer does not fulfil its agents obligations from agreements concluded with us or authorized representatives delays the performance, we shall be entitled to enter any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;‌ (e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access disclose pledge to the Goods insurer and to allow directly collect the transportation claim. 7.7 In the event the value of our securities exceeds our outstanding claims by more than 10%, we shall release such additional securities upon request. The taking back of the Goods; andgood delivered with reservation shall not be equated with the withdrawal from this Agreement unless such is expressly declared. (f) Purchaser 7.8 Buyer shall not, without Supplier’s prior written consent, assign, not be entitled to pledge, lease transfer by way of security or otherwise dispose of any product the good without our express written approval. The Buyer must inform us without delay in the event of the pledge or enter into any agreement by other measures of third parties and if necessary take suitable immediate measures. 7.9 Buyer will store the relevant products that have not yet been fully paid for separately and in such a way that they are recognisable as our property. 7.10 Buyer grants us irrevocable authority to take such measures which are necessary to maintain our property rights to the Goods are subjected to any security right or right to surrender the Goodsproducts.

Retention of Title. ‌(1) Until full payment of all present and future claims arising from the current business relationship between the Seller and the Buyer, including ▇▇▇▇▇▇▇▇▇ claims and claims for damages (together "secured claims"), the Seller shall retain title to the goods sold ("reserved goods"). 9.1(2) The Buyer is not entitled to pledge the reserved goods to third parties, to assign them as security, but the Buyer is entitled to resell the reserved goods subject to retention of title in the ordinary course of business. In this case, the Buyer hereby assigns to the Seller as security all claims to which he is entitled in the future against his customer as consideration for the resale of the reserved goods, including all ancillary claims; the Seller accepts this assignment. The ownership Seller may collect the claims assigned to it in its own name if the Buyer is in default of Goods shall remain payment with regard to the sole and absolute ownership of Supplier until such time as Purchaser has paid in full to Supplier the agreed price reserved goods, if an application for the delivered Goodsopening of insolvency proceedings has been filed or if there is any other defect in its ability to pay the purchase price from which the Seller can derive a risk to the realization of its claims. In all these cases, the Seller may demand that the Buyer informs the Seller of the assigned claims and their debtors, provides all information necessary for collection of the claim, hands over the relevant documents and notifies the debtors (third parties) of the assignment. (3) If the reserved goods are not resold and not further processed, the Buyer is obliged to carefully store the reserved goods for the Seller (in particular to store them separately from other goods), to maintain and repair them to the extent necessary at his own expense as well as any interestto insure them against loss and damage at his own expense within the scope to be demanded from a prudent businessman as long as the retention of title exists. In the event of loss or damage to the reserved goods, collection coststhe Buyer shall assign his claims arising from the insurance contracts or against third parties to the Seller. (4) The retention of title shall extend to the products resulting from the processing, mixing or combination of the reserved goods in accordance with the following provisions: If, within the meaning of Sections 947 or 948 of the German Civil Code, the reserved goods are combined or inseparably mixed with other amounts due with respect items not belonging to the Seller in such Goods.‌ 9.2a way that one of the other items is to be regarded as the main product, it shall be deemed agreed that the Buyer assigns to the Seller co- ownership of the new item in proportion to the value of the reserved goods in relation to the other combined or mixed items and holds the co-ownership in safe custody for the Seller. If applicable law does not permit The parties hereby agree on the enforcement of a reservation transfer of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable lawthis respect. 9.3. Until Purchaser becomes (5) In the full event of breach of contract by the Buyer, in particular non-payment of the due purchase price, the Seller is entitled to withdraw from the contract in accordance with the statutory provisions and unconditional owner to demand the return of the Goods in accordance with Section 9.1:on the basis of the retention of title and the withdrawal. (a6) Purchaser The Buyer shall store immediately notify the Goods separately from his own goods or the goods Seller in writing of any pledges or other person and interventions by third parties regarding the reserved goods. The Buyer shall identify these as inform enforcement officers or third parties of the property Seller's ownership of Supplier and preserve all labelsthe reserved goods. The Buyer shall reimburse any judicial or extrajudicial costs incurred in connection with any such pledges or other interventions by third parties, identifying marks and stock records identifying them as unless the property of Supplier;‌third party is responsible for the resulting costs. (b7) Purchaser As far as it turns out during the assertion of claims for restitution against the Buyer that the reserved goods are no longer available, all claims from the business relations become due immediately. In such cases, any bills of exchange must be redeemed immediately in cash, irrespective of their due date. (8) If more than 10% of the Seller's total liabilities to the Buyer are oversecured by the securities provided for in Section 8 of these GCSD, the Seller shall, at the Buyer's request and at the Buyer's option, release securities up to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;‌ (c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part amount of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof; (d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;‌ (e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation value exceeding 110% of the Goods; and (f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goodssecured total liability.