Common use of Retention of Title Clause in Contracts

Retention of Title. 11.1. Title to all delivered goods remains with the Seller until the Buyer has paid all sums owing to the Seller in connection with the respective Contract and all other obligations of the Buyer towards the Seller arising under or in connection with the respective Contract have been fulfilled. Any processing of the delivered goods by the Buyer takes place on behalf of the Seller without imposing obligations on the Seller. If the delivered goods are processed with other goods not owned by the Seller, the Seller acquires a co-ownership on the newly produced goods pro rata the value of the delivered goods at the time of the processing. 11.2. The Buyer shall be entitled to sell the delivered goods in the usual course of business. Any possible claims resulting from such sale shall herewith be assigned to the Seller in advance and the Buyer shall undertake all necessary publicity requirements for enforceability of such assignment. The Buyer shall provide the Seller with written customer lists upon the Seller’s request. If the Buyer sells any goods co-owned by the Seller, the assignment shall apply in the same volume as this co-ownership. The Seller shall be entitled to collect the assigned sum. 11.3. The Buyer is obliged to appropriately insure the goods still owned by the Seller against all common risks, particularly against fire, burglary or damage caused by water at its own expense, to treat them cautiously and store them properly. 11.4. In case the Buyer is in delay of overdue payment considering a grace period of 10 working days, the Seller shall be entitled to demand restitution of the delivered goods or to collect the delivered goods and to sell them as they are (i.e. including their packing) to any third persons. One or several of these acts shall not be considered as termination of the respective orders and does not relieve the Buyer to effect payment of the invoiced amounts. In case the delivered goods are sold to third parties by the Seller, the Buyer states and guarantees that this will not result in the infringement of any intellectual property rights (e.g. trademark rights with regard to signs, logos and words, etc.) that are imprinted on the respective goods or packaging and waives any rights the Buyer may have against the Seller resulting therefrom. 11.5. The Seller may, at its free discretion, however, also terminate the unpaid order, without limiting any of the Seller’s claims arising out of or in connection with the Buyer’s breach of contract, in particular claims for damages.

Appears in 5 contracts

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

Retention of Title. 11.1. Title to all delivered goods remains with the Seller until the Buyer has paid all sums owing to the Seller in connection with the respective Contract and all other obligations of the Buyer towards the Seller arising under or in connection with the respective Contract have been fulfilled. Any processing of the delivered goods by the Buyer takes place on behalf of the Seller without imposing obligations on the Seller. If the delivered goods are processed with other goods not owned by the Seller, the Seller acquires a co-ownership on the newly produced goods pro rata the value of the delivered goods at the time of the processing. 11.2. The Buyer shall be entitled to sell the delivered goods in the usual course of business. Any possible claims resulting from such sale shall herewith be assigned to the Seller in advance and the Buyer shall undertake all necessary publicity requirements for enforceability of such assignment. The Buyer shall provide the The Seller with written customer lists upon the Seller’s request. If the Buyer sells any goods co-owned by the Seller, the assignment shall apply in the same volume as this co-ownership. The Seller shall be entitled to collect the assigned sum. 11.3. The Buyer is obliged to appropriately insure the goods still owned by the Seller against all common risks, particularly against fire, burglary or damage caused by water at its own expense, to treat them cautiously and store them properly. 11.4. In case the Buyer is in delay of overdue payment considering a grace period of 10 working days, the Seller shall be entitled to demand restitution of the delivered goods or to collect the delivered goods and to sell them as they are (i.e. including their packing) to any third persons. One or several of these acts shall not be considered as termination of the respective orders and does not relieve the Buyer to effect payment of the invoiced amounts. In case the delivered goods are sold to third parties by the Seller, the Buyer states and guarantees that this will not result in the infringement of any intellectual property rights (e.g. trademark rights with regard to signs, logos and words, etc.) that are imprinted on the respective goods or packaging and waives any rights the Buyer may have against the Seller resulting therefrom. 11.5. The Seller may, at its free discretion, however, also terminate the unpaid order, without limiting any of the Seller’s claims arising out of or in connection with the Buyer’s breach of contract, in particular claims for damages.

Appears in 4 contracts

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

Retention of Title. 11.1Supplied Goods shall remain Seller’s property until fulfillment by Customer of its payment obligations as described above. Title to all delivered goods remains with the Seller until the Buyer has paid all sums owing to the Seller in connection with the respective Contract and all other obligations of the Buyer towards the Seller arising under or in connection with the respective Contract have been fulfilled. Any processing of the delivered goods by the Buyer takes place on behalf of the Seller without imposing obligations on the Seller. As such: (a) If the delivered goods Goods are processed combined, and/or mixed by Customer with other goods not owned by belonging to him, then ▇▇▇▇▇▇ has the Seller, the Seller acquires a co-entire ownership on the newly produced new goods. If Goods are processed, combined, and/or mixed by Customer with other goods pro rata 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 be calculated on the basis of the ratio of the invoiced value of the Goods to the invoiced value of all goods, which were used for manufacturing the new goods. (b) As long as Customer is not in default and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods in the ordinary course of business. Use of Goods for executing service contracts and contracts for work, labour and material is herein regarded as a resale. (c) 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 case of any doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears 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 delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the delivered goods at existing security interests obtained by Customer for the time benefit of Seller exceeds in total more than 20 % the total invoiced amount of the processingcontractual debt of Customer, Seller is obliged, upon Customer’s request, to release Goods selected by Seller. 11.2(d) Customer shall have the 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 Article 6 a) above. The Buyer shall be entitled Moreover, Customer undertakes (i) to sell the delivered goods in the usual course of business. Any possible claims resulting from such sale shall herewith be assigned to the Seller in advance and the Buyer shall undertake take a general liability all necessary publicity requirements for enforceability of such assignment. The Buyer shall provide the Seller with written customer lists upon the Seller’s request. If the Buyer sells any goods co-owned by the Sellerrisks insurance policy, the assignment shall apply in the same volume as this co-ownership. The Seller shall be entitled to collect the assigned sum. 11.3. The Buyer is obliged to appropriately insure the goods still owned by the Seller against all common risks, particularly against fire, burglary or damage caused by water at its own expensecost, including coverage as to treat them cautiously and store them properly. 11.4. In case the Buyer is in delay deterioration and/or theft of overdue payment considering all or a grace period part of 10 working days, the Seller shall be entitled to demand restitution Goods and/or of the delivered new goods or and (ii) provide to collect Seller, at its first request, a certificate confirming both such insurance coverage and the delivered goods and to sell them as they are (i.e. including their packing) to any third persons. One or several of these acts shall not be considered as termination of the respective orders and does not relieve the Buyer to effect payment of the invoiced amounts. In case the delivered goods are sold to third parties by the Seller, the Buyer states and guarantees that this will not result in the infringement of any intellectual property rights (e.g. trademark rights with regard to signs, logos and words, etcinsurance premium related thereto.) that are imprinted on the respective goods or packaging and waives any rights the Buyer may have against the Seller resulting therefrom. 11.5. The Seller may, at its free discretion, however, also terminate the unpaid order, without limiting any of the Seller’s claims arising out of or in connection with the Buyer’s breach of contract, in particular claims for damages.

Appears in 4 contracts

Sources: General Conditions of Sale, General Conditions of Sale, General Conditions of Sale

Retention of Title. 11.11. Title The Supplier reserves the right to retain the title to the goods supplied by the Supplier and any items created by processing or finishing these goods until all delivered goods remains with of the Seller until Supplier’s current or future receivables due from the Buyer has paid all sums owing and arising from the business relationship have been settled in full. The Buyer shall separately store and label the goods subject to extended retention of title. 2. The goods subject to retention of title are processed and finished for the Seller in connection with Supplier as manufacturer within the respective Contract and all other obligations meaning of Section 950 BGB, without this creating an obligation for the Supplier. In the event of the Buyer towards the Seller arising under or in connection with the respective Contract have been fulfilled. Any processing goods subject to retention of the delivered goods by the Buyer takes place on behalf of the Seller without imposing obligations on the Seller. If the delivered goods are processed title together with other goods not owned by the Sellergoods, the Seller acquires a Supplier shall be entitled to co-ownership on of the newly produced goods pro rata new items in proportion to the value of the delivered goods subject to retention of title that have been processed compared to the other goods at the time of the processing. 11.2processing or finishing. The Buyer shall be entitled herewith already transfer the Supplier’s potential co- ownership shares created by combining, blending or mixing the goods supplied with other items to sell the delivered goods in the usual course of businessSupplier. Any possible claims resulting from such sale It shall herewith be assigned to agreed that the Seller Buyer holds the goods in advance its role as a custodian for the Supplier and act with the due diligence of a business person in this respect. 3. The Buyer may only sell the goods supplied and the Buyer items created from processing or finishing, combining, blending and mixing these goods during the proper course of business and in return for cash or subject to retention of title. The goods shall undertake all necessary publicity requirements for enforceability of such assignmentnot be assigned as security or pledged, nor shall any other decrees be permitted which infringe the Supplier’s rights. 4. The Buyer shall herewith already assign the receivables due to the Supplier due to the Buyer selling on the goods or any other legal reason relating to the goods subject to retention of title to the Supplier to provide the Seller latter with written customer lists upon security to the Seller’s requestvalue or proceeds of the goods, if they do not reach the value of the goods. If the Buyer sells any the goods co-owned by subject to retention of title together with other goods, the SellerBuyer shall assign the purchase price receivable for the goods subject to retention of title in full, or to the value of the processed goods subject to retention of title which are being sold in the event of the goods previously having been processed or finished together with goods not belonging to the Supplier. At a minimum, the value shall be the price agreed between the Supplier and Buyer (total value). 5. As long as the Buyer meets its obligations, the assignment shall apply in be treated as a silent assignment and the same volume as this co-ownership. The Seller shall be entitled to Buyer may collect the assigned sum. 11.3receivable. The Buyer is obliged shall separately book and manage the payments received on the assigned receivables. 6. Should the value of the securities exceed the Supplier’s receivables due or non-due by more than 20%, the Buyer may request for them to appropriately be released. The Buyer shall agree to insure the goods still owned by supplied and items created therefrom against accidental damage or destruction, including risk of fire and theft, and provide the Seller against all common risks, particularly against fire, burglary or damage caused by water at its own expense, to treat them cautiously and store them properlySupplier with proof of such insurance upon request. 11.4. In case the Buyer is in delay of overdue payment considering a grace period of 10 working days, the Seller shall be entitled to demand restitution of the delivered goods or to collect the delivered goods and to sell them as they are (i.e. including their packing) to any third persons. One or several of these acts shall not be considered as termination of the respective orders and does not relieve the Buyer to effect payment of the invoiced amounts. In case the delivered goods are sold to third parties by the Seller, the Buyer states and guarantees that this will not result in the infringement of any intellectual property rights (e.g. trademark rights with regard to signs, logos and words, etc.) that are imprinted on the respective goods or packaging and waives any rights the Buyer may have against the Seller resulting therefrom. 11.57. The Seller may, at its free discretion, however, also terminate Buyer shall notify the unpaid order, without limiting Supplier immediately about any third-party access to the goods subject to retention of title or assigned receivables and provide all documents required for intervention of such actions. The Buyer shall bear the Seller’s claims arising out costs of or in connection with the Buyer’s breach of contract, in particular claims for damagessuch intervention.

Appears in 4 contracts

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

Retention of Title. 11.110.1 The delivered Product shall remain our property until the full payment of all of our claims against the buyer arising from the current business relation (“Reserved Goods”). Title If an account current exists in the context of the business relations, we hereby reserve title to the delivered Product until receipt of all delivered goods remains payments against recognized balances. 10.2 The buyer shall only be authorized to dispose of the Reserved Goods in ordinary business transactions, if it is guaranteed that the resultant claims shall pass to us. 10.3 With the conclusion of the contract, the buyer assigns to us as security its rightful claims, and all secondary claims, arising from disposal or on other legal grounds pertaining to the Reserved Goods. The buyer shall remain entitled to collect such claims after such assignment. Our authorization to collect the claims ourselves shall not be affected thereby. We shall not collect the claims as long and insofar as the buyer meets its payment obligations, insolvency or similar proceedings have not been instituted, and no suspension of payments is in force. The buyer shall immediately notify us in writing if one of these events occurs. Upon our request the buyer shall disclose the assignment to the debtors and provide us with the Seller until information, and hand over to us the Buyer has paid all sums owing records necessary to the Seller in connection with the respective Contract and all other obligations assert our rights. 10.4 After rescission of the Buyer towards contract, and irrespective of our other rights, we shall be entitled to take the Seller arising under or in connection with Reserved Goods back from the respective Contract have been fulfilledbuyer and to enter the buyer’s business premises for this purpose during ordinary office hours. Any processing of the delivered goods by the Buyer takes place on behalf of the Seller without imposing obligations on the Seller. If the delivered goods are processed with other goods not owned by the SellerAfter collection and upon prior warning, the Seller acquires a co-ownership on the newly produced goods pro rata we shall be entitled to realize the value of the delivered goods Reserved Goods as appropriate. The proceeds of such realization shall be offset against the buyer’s liabilities, minus reasonable costs of realization. 10.5 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 third- party access to, or claims against, the time Reserved Goods or the claims assigned to us (e.g. attachments). 10.6 Any conversion or reconfiguration of the processingReserved 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 inseparably mixed or combined with such external items, 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. 11.210.7 If, in the event of sales to foreign countries, the retention of title agreed in this Clause 10 requires further action to be taken to make it effective (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 the same effect as in German law but other surety rights exist in favour of the seller , we shall be authorized to exercise all such rights. The Buyer buyer shall be entitled co-operate with such measures as we may wish to sell the delivered goods in the usual course take to protect our rights of business. Any possible claims resulting from such sale shall herewith be assigned title or any other right to the Seller Reserved Goods in advance and the Buyer shall undertake all necessary publicity requirements for enforceability substitution of such assignment. The Buyer shall provide the Seller with written customer lists upon the Seller’s request. If the Buyer sells any goods co-owned by the Seller, the assignment shall apply in the same volume as this co-ownership. The Seller shall be entitled to collect the assigned sumour said rights of title. 11.3. The Buyer is obliged to appropriately insure the goods still owned by the Seller against all common risks, particularly against fire, burglary or damage caused by water at its own expense, to treat them cautiously and store them properly. 11.4. In case the Buyer is in delay of overdue payment considering a grace period of 10 working days, the Seller shall be entitled to demand restitution of the delivered goods or to collect the delivered goods and to sell them as they are (i.e. including their packing) to any third persons. One or several of these acts shall not be considered as termination of the respective orders and does not relieve the Buyer to effect payment of the invoiced amounts. In case the delivered goods are sold to third parties by the Seller, the Buyer states and guarantees that this will not result in the infringement of any intellectual property rights (e.g. trademark rights with regard to signs, logos and words, etc.) that are imprinted on the respective goods or packaging and waives any rights the Buyer may have against the Seller resulting therefrom. 11.5. The Seller may, at its free discretion, however, also terminate the unpaid order, without limiting any of the Seller’s claims arising out of or in connection with the Buyer’s breach of contract, in particular claims for damages.

Appears in 4 contracts

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

Retention of Title. 11.1Supplied Goods shall remain Seller’s property until fulfillment by Customer of its payment obligations as described above. Title to all delivered goods remains with the Seller until the Buyer has paid all sums owing to the Seller in connection with the respective Contract and all other obligations of the Buyer towards the Seller arising under or in connection with the respective Contract have been fulfilled. Any processing of the delivered goods by the Buyer takes place on behalf of the Seller without imposing obligations on the Seller. As such: (a) If the delivered goods Goods are processed combined, and/or mixed by Customer with other goods not owned by belonging to him, then Seller has the Seller, the Seller acquires a co-entire ownership on the newly produced new goods. If Goods are processed, combined, and/or mixed by Customer with other goods pro rata 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 be calculated on the basis of the ratio of the invoiced value of the Goods to the invoiced value of all goods, which were used for manufacturing the new goods. (b) As long as Customer is not in default and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods in the ordinary course of business. Use of Goods for executing service contracts and contracts for work, labour and material is herein regarded as a resale. (c) 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 case of any doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears on any of its payments. In the event Seller 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 delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the delivered goods at existing security interests obtained by Customer for the time benefit of Seller exceeds in total more than 20 % the total invoiced amount of the processingcontractual debt of Customer, Seller is obliged, upon Customer’s request, to release Goods selected by Seller. 11.2(d) Customer shall have the 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 Article 6 a) above. The Buyer shall be entitled Moreover, Customer undertakes (i) to sell the delivered goods in the usual course of business. Any possible claims resulting from such sale shall herewith be assigned to the Seller in advance and the Buyer shall undertake take a general liability all necessary publicity requirements for enforceability of such assignment. The Buyer shall provide the Seller with written customer lists upon the Seller’s request. If the Buyer sells any goods co-owned by the Sellerrisks insurance policy, the assignment shall apply in the same volume as this co-ownership. The Seller shall be entitled to collect the assigned sum. 11.3. The Buyer is obliged to appropriately insure the goods still owned by the Seller against all common risks, particularly against fire, burglary or damage caused by water at its own expensecost, including coverage as to treat them cautiously and store them properly. 11.4. In case the Buyer is in delay deterioration and/or theft of overdue payment considering all or a grace period part of 10 working days, the Seller shall be entitled to demand restitution Goods and/or of the delivered new goods or and (ii) provide to collect Seller, at its first request, a certificate confirming both such insurance coverage and the delivered goods and to sell them as they are (i.e. including their packing) to any third persons. One or several of these acts shall not be considered as termination of the respective orders and does not relieve the Buyer to effect payment of the invoiced amounts. In case the delivered goods are sold to third parties by the Seller, the Buyer states and guarantees that this will not result in the infringement of any intellectual property rights (e.g. trademark rights with regard to signs, logos and words, etcinsurance premium related thereto.) that are imprinted on the respective goods or packaging and waives any rights the Buyer may have against the Seller resulting therefrom. 11.5. The Seller may, at its free discretion, however, also terminate the unpaid order, without limiting any of the Seller’s claims arising out of or in connection with the Buyer’s breach of contract, in particular claims for damages.

Appears in 3 contracts

Sources: General Conditions of Sale, General Conditions of Sale, General Conditions of Sale

Retention of Title. 11.1Supplied Goods shall remain Seller’s property until fulfillment by Customer of its payment obligations as described above. Title to all delivered goods remains with the Seller until the Buyer has paid all sums owing to the Seller in connection with the respective Contract and all other obligations of the Buyer towards the Seller arising under or in connection with the respective Contract have been fulfilled. Any processing of the delivered goods by the Buyer takes place on behalf of the Seller without imposing obligations on the Seller. As such: (a) If the delivered goods Goods are processed combined, and/or mixed by Customer with other goods not owned by belonging to him, then ▇▇▇▇▇▇ has the Seller, the Seller acquires a co-entire ownership on the newly produced new goods. If Goods are processed, combined, and/or mixed by Customer with other goods pro rata 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 be calculated on the basis of the ratio of the invoiced value of the Goods to the invoiced value of all goods, which were used for manufacturing the new goods. (b) As long as Customer is not in default and provided that it reserves its property rights, Customer is exclusively entitled to resell Goods in the ordinary course of business. Use of Goods for executing service contracts and contracts for work, labour and material is herein regarded as a resale. (c) 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 case of any doubt about Customer’s solvency and/or financial credibility or if Customer is in arrears 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 delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the delivered goods at existing security interests obtained by Customer for the time benefit of Seller exceeds in total more than 20 % the total invoiced amount of the processingcontractual debt of Customer, Seller is obliged, upon Customer’s request, to release Goods selected by Seller. 11.2(d) Customer shall have the 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 Article 6 a) above. The Buyer shall be entitled Moreover, Customer undertakes (i) to sell the delivered goods in the usual course of business. Any possible claims resulting from such sale shall herewith be assigned to the Seller in advance and the Buyer shall undertake take a general liability all necessary publicity requirements for enforceability of such assignment. The Buyer shall provide the Seller with written customer lists upon the Seller’s request. If the Buyer sells any goods co-owned by the Sellerrisks insurance policy, the assignment shall apply in the same volume as this co-ownership. The Seller shall be entitled to collect the assigned sum. 11.3. The Buyer is obliged to appropriately insure the goods still owned by the Seller against all common risks, particularly against fire, burglary or damage caused by water at its own expensecost, including coverage as to treat them cautiously and store them properly. 11.4. In case the Buyer is in delay deterioration and/or theft of overdue payment considering all or a grace period part of 10 working days, the Seller shall be entitled to demand restitution Goods and/or of the delivered goods or to collect the delivered new goods and (ii) provide to sell them as they are (i.e. including their packing) to any third persons. One or several of these acts shall not be considered as termination of Seller, at its first request, a certificate confirming both such insurance coverage and the respective orders and does not relieve the Buyer to effect payment of the invoiced amounts. In case the delivered goods are sold to third parties by the Seller, the Buyer states and guarantees that this will not result in the infringement of any intellectual property rights (e.g. trademark rights with regard to signs, logos and words, etcinsurance premium related thereto.) that are imprinted on the respective goods or packaging and waives any rights the Buyer may have against the Seller resulting therefrom. 11.5. The Seller may, at its free discretion, however, also terminate the unpaid order, without limiting any of the Seller’s claims arising out of or in connection with the Buyer’s breach of contract, in particular claims for damages.

Appears in 3 contracts

Sources: General Conditions of Sale, General Conditions of Sale, General Conditions of Sale

Retention of Title. 11.111.1 The seller retains title to the goods until all claims of the seller against the buyer arising from the business relationship, including future claims from contracts concluded at the same time or later, have been settled. Title to This shall also apply if individual or all delivered goods remains with claims of the Seller until have been included in a current account and the Buyer balance has paid all sums owing to the Seller been struck and acknowledged. 11.2 If, in connection with the respective Contract and all other obligations payment of the Buyer towards purchase price by the Buyer, a bill of exchange liability of the Seller arising under or in connection with is established, the respective Contract have been fulfilled. Any processing retention of title and the underlying claim from deliveries of goods shall not expire before the payment of the delivered goods bill of exchange by the Buyer takes place as drawee. 11.3 The customer is entitled to resell the object of sale in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including value added tax) of our claim which accrue to him from the resale against his customers or third parties. If the reserved goods are sold unprocessed or after processing with objects which are exclusively the property of the purchaser, the purchaser hereby assigns the claims arising from the resale in full to the seller. If reserved goods are sold by the buyer - after processing/combination - together with goods not belonging to the seller, the buyer already now assigns the claims arising from the resale in the amount of the value of the reserved goods with all ancillary rights and rank before the rest. The seller accepts the assignment. The purchaser is authorised to collect these claims even after assignment. The seller's authority to collect the claims himself remains unaffected; however, the seller undertakes not to collect the claims as long as the buyer duly fulfils his payment and other obligations. The seller can demand that the buyer informs him of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors of the assignment. 11.4 Any processing or treatment of the reserved goods shall be carried out by the Buyer on behalf of the Seller without imposing any obligations on arising for the Sellerlatter. If the delivered reserved goods are processed processed, combined, mixed or blended with other goods not owned by belonging to the Seller, the Seller acquires a co-ownership on the newly produced goods pro rata the value of the delivered goods at the time of the processing. 11.2. The Buyer shall be entitled to sell the delivered goods in the usual course of business. Any possible claims resulting from such sale shall herewith be assigned to the Seller in advance and the Buyer shall undertake all necessary publicity requirements for enforceability of such assignment. The Buyer shall provide the Seller with written customer lists upon the Seller’s request. If the Buyer sells any goods co-owned by the Seller, the assignment shall apply in the same volume as this co-ownership. The Seller shall be entitled to collect the assigned sum. 11.3. The Buyer is obliged to appropriately insure the goods still owned by the Seller against all common risks, particularly against fire, burglary or damage caused by water at its own expense, to treat them cautiously and store them properly. 11.4. In case the Buyer is in delay of overdue payment considering a grace period of 10 working days, the Seller shall be entitled to demand restitution the resulting co-ownership share in the new item in the ratio of the delivered value of the reserved goods to the other processed goods at the time of processing, combination, mixing or blending. If the Buyer acquires sole ownership of the new item, the contracting parties agree that the Buyer shall grant the Seller co-ownership of the new item in proportion to collect the delivered value of the processed or combined, mixed or blended goods subject to retention of title and shall keep them in safe custody for the Seller free of charge. 11.5 The customer is only entitled and authorised to resell the reserved goods if the claim from the resale is transferred to us. The customer is not entitled to other remuneration for the reserved goods (e.g. pledging, transfer by way of security). If the customer is in default of payment, he shall be obliged, at our request, to notify the third party customer of the assignment for payment to us and to sell them as they are (i.e. including their packing) to any third persons. One or several of these acts shall not be considered as termination disclose the necessary information and documents. 11.6 A lien in favour of the respective orders supplier shall be created on all raw materials of any kind handed over by the customer upon handover in order to secure all present and does not relieve the Buyer to effect payment future claims of the invoiced amounts. In case Supplier arising from deliveries of goods. 11.7 If the delivered goods are sold value of the existing securities exceeds the claim s to third parties be secured by the Sellermore than 20%, the Buyer states and guarantees that this will not result in seller shall be obliged to release the infringement of any intellectual property rights (e.g. trademark rights with regard to signs, logos and words, etcsecurities at the buyer's request.) that are imprinted on the respective goods or packaging and waives any rights the Buyer may have against the Seller resulting therefrom. 11.5. The Seller may, at its free discretion, however, also terminate the unpaid order, without limiting any of the Seller’s claims arising out of or in connection with the Buyer’s breach of contract, in particular claims for damages.

Appears in 2 contracts

Sources: General Terms and Conditions, General Terms and Conditions

Retention of Title. 11.1. Title to all delivered goods remains with the Seller Mondi until the Buyer buyer has paid all sums owing to the Seller Mondi in connection with the respective Contract contract and all other obligations of the Buyer buyer towards the Seller Mondi arising under or in connection with the respective Contract contract have been fulfilled. Any processing of the delivered goods by the Buyer buyer takes place on behalf of the Seller Mondi without imposing obligations on the SellerMondi. If the delivered goods are processed with other goods not owned by the SellerMondi, the Seller Mondi acquires a co-ownership on the newly produced goods pro rata the value of the delivered goods at the time of the processing. 11.2. The Buyer buyer shall be entitled to sell the delivered goods in the usual course of business. Any possible claims resulting from such sale shall herewith be assigned to the Seller Mondi in advance and the Buyer buyer shall undertake all necessary publicity requirements for enforceability of such assignment. The Buyer shall not provide the Seller Mondi with written customer lists upon the Seller’s requestwithout ▇▇▇▇▇’▇ prior consent in writing. If the Buyer buyer sells any goods co-owned by the SellerMondi, the assignment shall apply in the same volume as this co-ownership. The Seller Mondi shall be entitled to collect the assigned sum. 11.3. The Buyer buyer is obliged to appropriately insure the goods still owned by the Seller Mondi against all common risks, particularly against fire, burglary or damage caused by water at its own expense, to treat them cautiously and store them properly. 11.4. In case the Buyer buyer is in delay of overdue payment considering a grace period of 10 working days, the Seller Mondi shall be entitled to demand restitution of the delivered goods or to collect the delivered goods and to sell them as they are (i.e. including their packing) to any third persons. One or several of these acts shall not be considered as termination of the respective orders and does not relieve the Buyer buyer to effect payment of the invoiced amounts. In case the delivered goods are sold to third parties by the SellerMondi, the Buyer buyer states and guarantees guaranties that this will not result in the infringement of any intellectual property rights (e.g. trademark rights with regard to signs, logos and words, etc.) that are imprinted on the respective goods or packaging and waives any rights the Buyer buyer may have against the Seller Mondi resulting therefrom. 11.5. The Seller Mondi may, at its free discretion, however, also terminate the unpaid order, without limiting any of the SellerMondi’s claims arising out of or in connection with the Buyerbuyer’s breach of contract, in particular claims for damages.

Appears in 2 contracts

Sources: General Conditions of Sale, General Conditions of Sale

Retention of Title. 11.1. Title Stäubli retains the title to all delivered goods remains with the Seller until the Buyer has paid all sums owing to the Seller in connection with the respective Contract and all other obligations of the Buyer towards the Seller arising under or in connection with the respective Contract have been fulfilled. Any processing of the delivered goods until the customer has settled all claims arising from the business relation (“reserved goods”). If a current account rela- tionship exists, the retention of title extends to the recognized balance. The customer is obligated to treat the reserved goods with care and maintain them; in particular, it must insure them at its own expense against loss and damage to an extent sufficient to cover the replacement value. The insurance poli- cy and proof of payment of the premiums shall be submitted to Stäubli upon request. The customer hereby assigns claims arising from the insurance relationship to Stäubli. The assignment shall cease as soon as the title passes to the customer. Processing of the reserved goods by the Buyer takes place on behalf of customer shall be done for Stäubli as the Seller manufacturer, without imposing obligations on the SellerStäubli thereby in- curring an obligation. If the delivered reserved goods are processed connected to other goods, Stäubli shall acquire joint ownership of the newly man- ufactured goods in accordance with the proportion of the net invoice value of the re- served goods to that of the other materials. The customer is only allowed to resell the reserved goods not owned by or new goods in the Sellerordi- nary course of business; however, it hereby assigns in advance to Stäubli all claims that accrue to it from the resale or reuse. If the reserved goods are sold after processing, connection, or mixing, the Seller acquires a co-ownership on assignment of claims from the newly produced goods pro rata resale only apply up to the amount of the value of the delivered reserved goods at the time of the processing. 11.2. The Buyer shall be entitled to sell the delivered goods in the usual course of business. Any possible claims resulting from such sale shall herewith be assigned charged to the Seller in advance and customer by Stäubli. Stäubli accepts the Buyer shall undertake all necessary publicity requirements for enforceability of such assignment. The Buyer shall provide the Seller with written customer lists upon the Seller’s request. If the Buyer sells any goods co-owned by the Seller, the assignment shall apply in the same volume as this co-ownership. The Seller shall be is entitled to collect the claims assigned sum. 11.3to Stäubli as long as it meets its obligations in terms of payment to Stäubli. The Buyer is obliged Stäubli can re- strict this authority to appropriately insure collect at any time on the goods still owned by basis of a legitimate interest, or revoke it for cause, especially in case of default on payment, and demand that the Seller against customer make the assigned claims and their debtors known, provide all common risksinformation necessary for collection, particularly against firehand over the associated docu- ments, burglary or damage caused by water at and notify its own expense, to treat them cautiously and store them properly. 11.4. In case the Buyer is in delay of overdue payment considering a grace period of 10 working days, the Seller shall be entitled to demand restitution debtors of the delivered assign- ment. Taking back reserved goods or to collect does not entail withdrawal from the delivered goods and agreement. If Stäubli declares withdrawal, Stäubli is enti- tled to sell them as on the open market. Access by third parties to the reserved goods must be reported to Stäubli immediately. The customer shall bear the costs incurred by defense against access, unless they are (i.e. including their packing) to any can be recovered from the third personsparty. One or several of these acts shall not be considered as termination If the value of the respective orders and does not relieve securities exceeds Stäubli’s claims by more than 10%, Stäubli shall, upon the Buyer to effect payment of the invoiced amounts. In case the delivered goods are sold to third parties by the Sellercustomer’s request, the Buyer states and guarantees that this will not result in the infringement of any intellectual property rights (e.g. trademark rights with regard to signs, logos and words, etc.) that are imprinted on the respective goods or packaging and waives any rights the Buyer may have against the Seller resulting therefrom. 11.5. The Seller may, release securities at its free discretion, however, also terminate the unpaid order, without limiting any of the Seller’s claims arising out of or discretion in connection with the Buyer’s breach of contract, in particular claims for damagesthis connection.

Appears in 2 contracts

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

Retention of Title. 11.1. Title Seller reserves title to all Material delivered goods remains with by the Seller until the Buyer has paid satisfaction in full of all sums owing present and future claims due to the Seller in connection with under the respective Contract and all other obligations Agreement. In the event that any Material being subject to retention of the Buyer towards the Seller arising under title is connected, mixed or in connection with the respective Contract have been fulfilled. Any processing of the delivered goods by the Buyer takes place on behalf of the Seller without imposing obligations on the Seller. If the delivered goods are processed with any other goods not owned by the Sellermaterial, the Seller acquires a co-ownership on in any material newly created or in any material arising as a result of a mixture in proportion to the newly produced goods pro rata value of Seller’s Material being subject to retention of title as compared to the value of the delivered goods other material as at the time of the connection, mixture or processing. 11.2. The Buyer Seller shall be entitled to sell the delivered goods not assert any claims in the usual course of business. Any possible claims resulting from such sale shall herewith be assigned respect to the Seller increase in advance and the Buyer shall undertake all necessary publicity requirements for enforceability value arising as a result of such assignmentconnection, mixture or processing. The Buyer shall provide In the Seller with written customer lists upon the Seller’s request. If the Buyer sells event of a sale of any goods co-Material partially or entirely owned by the Seller, the assignment shall apply purchase price claim under the resale is hereby assigned to the Seller up to the amount of the share of the value of the Seller’s Material in the same volume as this co-ownershipaggregate purchase price. The Seller hereby accepts such assignment. Any consideration received by the Buyer (material assets, cash or due from banks) shall be entitled accepted as the Seller’s property. In the event that the value of the claims assigned to collect the assigned sum. 11.3. The Buyer is obliged to appropriately insure the goods still owned by the Seller against all common risks, particularly against fire, burglary or damage caused by water at its own expense, to treat them cautiously and store them properly. 11.4. In case way of security exceeds ▇▇▇▇▇▇’s claims secured by way of retention of title towards the Buyer is in delay of overdue payment considering a grace period of 10 working daysby more than 20 %, the Seller shall be entitled to demand restitution obliged, upon the request of the delivered goods or Buyer, to collect the delivered goods and to sell them as they are release any additional security provided. All assets (i.e. including their packing) to any third persons. One or several of these acts shall not be considered as termination of the respective orders and does not relieve the Buyer to effect payment of the invoiced amounts. In case the delivered goods are sold to third parties by the Sellermaterial, the Buyer states and guarantees that this will not result in the infringement of any intellectual property rights (e.g. trademark rights with regard to signs, logos and wordsmonies, etc.) that are imprinted on entirely or partially owned by the respective goods or packaging and waives any rights Seller shall be separately stored by the Buyer may have and adequately insured against loss, theft and damage by fire, water etc. To the Seller resulting therefrom. 11.5extent that a hand-over is required, such hand-over shall be substituted by the storage of the Material etc. The Seller may, at its free discretion, however, also terminate the unpaid order, without limiting any of on the Seller’s claims arising out behalf by the Buyer free of charge. The Buyer shall not be entitled to pledge the Seller’s Material or transfer such Material by way of security. Any third-party seizure shall immediately be notified to the Seller by submitting the documents required in connection with such an intervention. The costs of the intervention shall be borne by the Buyer’s breach of contract, in particular claims for damages.

Appears in 2 contracts

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

Retention of Title. 11.110.1 Deliveries shall be made subject to retention of title. Title to all The delivered goods remains with shall remain the property of the Seller until full payment of all claims arising from the business relationship, including all ancillary claims. The Buyer may neither pledge the reserved goods nor assign them as security. The Buyer shall notify the Seller immediately in writing of any interventions by third parties. 10.2 If the Buyer has paid all sums owing to is in default, the Seller shall be entitled to rescind the contract in connection accordance with the respective Contract statutory provisions and all other obligations to demand return of the Buyer towards goods on the Seller arising under or in connection with the respective Contract have been fulfilled. Any processing basis of the delivered goods by retention of title and the Buyer takes place on behalf of the Seller without imposing obligations on the Sellerrescission. If the delivered goods are processed with other goods Buyer does not owned by pay the Sellerpurchase price due, the Seller acquires may only assert these rights if it has previously unsuccessfully set the Buyer a reasonable obligation to pay or if setting such a deadline is dispensable under the statutory provisions. 10.3 The taking back or seizure of the reserved goods shall not constitute a withdrawal from the contract, unless this is expressly declared. The requirements for withdrawal shall remain unaffected. The costs arising from the taking back and seizure of the item shall be borne by the Buyer. 10.4 The Buyer shall be entitled to combine the reserved goods with goods of third parties in the ordinary course of business. In this case, the Seller shall acquire co-ownership on of the newly produced goods pro rata new items created by the combination in proportion to the value of the delivered goods at combined or newly produced items. The same shall apply in the time event of mixing. 10.5 The Buyer hereby assigns co-ownership of the processingitem, provided that the Buyer's item is to be regarded as the main item. If the Buyer sells the combined or newly produced items in which the Seller has co-ownership, the Buyer hereby assigns its purchase price claim against the third party in proportion to the value of the Seller's co-ownership and hereby authorizes the Seller to collect the claim in its own name, including in the case of a corporate purchase. The seller accepts the assignment. 11.2. 10.6 If the item subject to retention of title is further processed into a new item, the Seller shall be deemed to be the processor and the Buyer shall be deemed to have been commissioned by the Seller. 10.7 The Buyer shall be entitled to sell the delivered goods to third parties in the usual ordinary course of business. Any possible He hereby assigns all claims resulting against third parties arising from such sale shall herewith be assigned the resale to the seller as security (extended reservation of title), even in the case of a company purchase. The Seller in advance and accepts the assignment. Notwithstanding the Seller's authority to collect the claim itself, the Buyer shall undertake all necessary publicity requirements for enforceability of such assignment. The Buyer shall provide the Seller with written customer lists upon the Seller’s request. If the Buyer sells any goods co-owned by the Seller, the assignment shall apply in the same volume as this co-ownership. The Seller shall be entitled remain authorized and obligated to collect the assigned sumclaim against the third party. This right expires automatically should the buyer stop his payments. 11.3. The Buyer is obliged to appropriately insure 10.8 If the goods still owned by realizable value of the Seller against all common risks, particularly against fire, burglary or damage caused by water at its own expense, to treat them cautiously and store them properly. 11.4. In case security exceeds 110% of the Buyer is in delay of overdue payment considering a grace period of 10 working dayssecured claim, the Seller shall be entitled to demand restitution shall, at the Buyer's request, release the excess portion of the delivered goods or to collect the delivered goods and to sell them as they are (i.e. including their packing) to any third persons. One or several of these acts shall not be considered as termination of the respective orders and does not relieve the Buyer to effect payment of the invoiced amounts. In case the delivered goods are sold to third parties by the Seller, the Buyer states and guarantees that this will not result in the infringement of any intellectual property rights (e.g. trademark rights with regard to signs, logos and words, etc.) that are imprinted on the respective goods or packaging and waives any rights the Buyer may have against the Seller resulting therefrom. 11.5. The Seller may, security at its free discretion, however, also terminate the unpaid order, without limiting any of the Seller’s claims arising out of or in connection with the Buyer’s breach of contract, in particular claims for damages.

Appears in 2 contracts

Sources: General Terms and Conditions, General Terms and Conditions

Retention of Title. 11.1. Title The seller retains title to the goods until all delivered goods remains with claims of the seller against the buyer arising from the business relationship, including future claims from contracts concluded at the same time or later, have been settled. This shall also apply if individual or all claims of the Seller until have been included in a current account and the Buyer balance has paid all sums owing to the Seller been struck and acknowledged. 11.2. If, in connection with the respective Contract and all other obligations payment of the Buyer towards purchase price by the Buyer, a bill of exchange liability of the Seller is established, the retention of title and the underlying claim from deliveries of goods shall not expire before the payment of the bill of exchange by the Buyer as drawee. 11.3. The customer is entitled to resell the object of sale in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including value added tax) of our claim which accrue to him from the resale against his customers or third parties. If the reserved goods are sold unprocessed or after processing with objects which are exclusively the property of the purchaser, the purchaser hereby assigns the claims arising under or from the resale in connection full to the seller. If reserved goods are sold by the buyer - after processing/combination - together with goods not belonging to the respective Contract have been fulfilledseller, the buyer already now assigns the claims arising from the resale in the amount of the value of the reserved goods with all ancillary rights and rank before the rest. The seller accepts the assignment. The purchaser is authorised to collect these claims even after assignment. The seller's authority to collect the claims himself remains unaffected; however, the seller undertakes not to collect the claims as long as the buyer duly fulfils his payment and other obligations. The seller can demand that the buyer informs him of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors of the assignment. 11.4. Any processing or treatment of the delivered reserved goods shall be carried out by the Buyer takes place on behalf of the Seller without imposing any obligations on arising for the Sellerlatter. If the delivered reserved goods are processed processed, combined, mixed or blended with other goods not owned by belonging to the Seller, the Seller acquires a co-ownership on the newly produced goods pro rata the value of the delivered goods at the time of the processing. 11.2. The Buyer shall be entitled to sell the delivered goods in the usual course of business. Any possible claims resulting from such sale shall herewith be assigned to the Seller in advance and the Buyer shall undertake all necessary publicity requirements for enforceability of such assignment. The Buyer shall provide the Seller with written customer lists upon the Seller’s request. If the Buyer sells any goods co-owned by the Seller, the assignment shall apply in the same volume as this co-ownership. The Seller shall be entitled to collect the assigned sum. 11.3. The Buyer is obliged to appropriately insure the goods still owned by the Seller against all common risks, particularly against fire, burglary or damage caused by water at its own expense, to treat them cautiously and store them properly. 11.4. In case the Buyer is in delay of overdue payment considering a grace period of 10 working days, the Seller shall be entitled to demand restitution the resulting co-ownership share in the new item in the ratio of the delivered goods or to collect the delivered goods and to sell them as they are (i.e. including their packing) to any third persons. One or several of these acts shall not be considered as termination value of the respective orders and does not relieve reserved goods to the other processed goods at the time of processing, combination, mixing or blending. If the Buyer to effect payment acquires sole ownership of the invoiced amounts. In case the delivered goods are sold to third parties by the Sellernew item, the Buyer states and guarantees contracting parties agree that this will not result in the infringement of any intellectual property rights (e.g. trademark rights with regard to signs, logos and words, etc.) that are imprinted on the respective goods or packaging and waives any rights the Buyer may have against shall grant the Seller resulting therefromco-ownership of the new item in proportion to the value of the processed or combined, mixed or blended goods subject to retention of title and shall keep them in safe custody for the Seller free of charge. 11.5. The Seller maycustomer is only entitled and authorised to resell the reserved goods if the claim from the resale is transferred to us. The customer is not entitled to other remuneration for the reserved goods (e.g. pledging, transfer by way of security). If the customer is in default of payment, he shall be obliged, at its free discretionour request, however, also terminate to notify the unpaid order, without limiting any third party customer of the Seller’s assignment for payment to us and to disclose the necessary information and documents. 11.6. A lien in favour of the supplier shall be created on all raw materials of any kind handed over by the customer upon handover in order to secure all present and future claims of the Supplier arising out from deliveries of or in connection with goods. 11.7. If the Buyer’s breach value of contractthe existing securities exceeds the claim s to be secured by more than 20%, in particular claims for damagesthe seller shall be obliged to release the securities at the buyer's request.

Appears in 1 contract

Sources: General Terms and Conditions

Retention of Title. 11.1The purchased goods remain the Seller's property until the receivables to which we are entitled under the sales contract are settled. Title If the Buyer is a merchant within the meaning of the German Commercial Code (HGB), we retain ownership to all delivered goods remains until receipt of all payments arising from the business relationship. The Buyer is obliged to handle the delivered goods with care. In particular, it is obliged to insure these up to their replacement value against fire, water damage and theft at his own expense. The Buyer is entitled resell the Seller until delivered goods in the ordinary course of business, however it hereby assigns to us all claims in the amount of the net invoice of the purchase price (including VAT) it owes against its customers or a third party due to the resale regardless of whether the delivered goods have been sold with or without processing. We shall not attempt to recover these debts, as long as the Buyer has paid all sums owing continues to fulfill its payment obligations in accordance with contract and no petition for the Seller in connection with the respective Contract and all other obligations initiation of a insolvency proceedings is filed. If one of the circumstances mentioned just above occurs, the Buyer towards must supply us on request with all information necessary to collect the Seller arising assigned claim, hand over pertinent documents and inform the affected debtors (third parties) regarding the assignment. The Buyer shall immediately notify us in writing in the event of seizures or other interventions by third parties, so that we may in particular bring suit under § 771 of the German Civil Procedure Act (ZPO). The Buyer shall carry costs and damages due to such interventions, insofar as we are unable to pursue redress against a third party. The processing or in connection with the respective Contract have been fulfilled. Any processing modification of the delivered goods by the Buyer takes place on behalf of the Seller without imposing obligations on the Sellershall always be made for us. If the delivered goods are processed with other goods not owned belonging to us, we shall acquire joint ownership to the new goods in proportion to the value of the goods delivered to the other processed goods assessed at the time of processing. The same provisions apply to objects created by processing as do objects delivered under reserve. If the Sellerdelivered goods are inseparably mixed with objects not belonging to us, we acquire joint ownership of the Seller acquires a co-ownership on the newly produced goods pro rata new object in proportion to the value of the delivered goods at to the time other mixed objects. If such a mixing occurs such that the object of the processing. 11.2. The Buyer is considered the main object, it is agreed that the customer shall be entitled transfer to sell the delivered goods in the usual course of business. Any possible claims resulting from such sale shall herewith be assigned to the Seller in advance and the Buyer shall undertake all necessary publicity requirements for enforceability of such assignment. The Buyer shall provide the Seller with written customer lists upon the Seller’s request. If the Buyer sells any goods cous pro-owned by the Seller, the assignment shall apply in the same volume as this rata co-ownership. The Seller customer shall be entitled to collect protect for us the assigned sum. 11.3. The Buyer is obliged to appropriately insure the goods still owned by the Seller against all common risks, particularly against fire, burglary resulting sole ownership or damage caused by water at its own expense, to treat them cautiously and store them properly. 11.4joint ownership. In case the Buyer is in delay event that the value of overdue payment considering a grace period of 10 working daysthe guarantees exceed the claims secured thereby by more than 10%, the Seller shall be entitled to demand restitution is obliged at the request of the delivered goods or to collect the delivered goods and to sell them as they are (i.e. including their packing) to any third persons. One or several of these acts shall not be considered as termination of the respective orders and does not relieve the Buyer to effect payment of release the invoiced amountsguarantees to which it is entitled. In case We have the delivered goods are sold right to third parties by the Seller, the Buyer states and choose which guarantees that this will not result in the infringement of any intellectual property rights (e.g. trademark rights with regard to signs, logos and words, etcshall be released.) that are imprinted on the respective goods or packaging and waives any rights the Buyer may have against the Seller resulting therefrom. 11.5. The Seller may, at its free discretion, however, also terminate the unpaid order, without limiting any of the Seller’s claims arising out of or in connection with the Buyer’s breach of contract, in particular claims for damages.

Appears in 1 contract

Sources: Sales Contracts

Retention of Title. 11.135.1 Also after having been made available and/or delivered to the buyer, the sold property shall remain MOUNTAIN GROUP's property as long as the buyer has not fully complied with its obligations pursuant to the contract of sale or for any other reason (including without limitation payment of MOUNTAIN GROUP's possible claims for any shortcoming on the part of the buyer). Title The above shall apply in full in the event of processing, treatment or assembly of the sold property. 35.2 During the period that the ownership of the sold property is still vested in MOUNTAIN GROUP, the buyer shall keep the sold property in custody for MOUNTAIN GROUP and the buyer shall be obliged to keep apart the sold property which has been delivered subject to a retention of title with due care and as recognizable property of MOUNTAIN GROUP. 35.3 During the period that the ownership of the sold property is still vested in MOUNTAIN GROUP, in the event that third parties wish to enforce rights or take measures in respect of the sold property, the buyer shall inform MOUNTAIN GROUP thereof immediately in writing and give those third parties written notice of MOUNTAIN GROUP's title immediately. If as a result of measures by third parties the sold property should be removed from the buyer's control, the buyer shall inform MOUNTAIN GROUP of this in writing within 24 hours and take appropriate measures against this. For the protection of its rights MOUNTAIN GROUP shall be entitled to take all delivered goods remains measures deemed necessary by it – possibly in the name of the buyer. The costs of those measures shall be for account of the buyer and will have to be paid to MOUNTAIN GROUP on first request. 35.4 If, in spite of the above, MOUNTAIN GROUP nevertheless loses the ownership, the buyer shall fully co-operate with the Seller until creation of a security right over the Buyer has paid sold property for the benefit of MOUNTAIN GROUP. Furthermore the buyer shall fully co-operate in safeguarding MOUNTAIN GROUP's rights and claims and shall bear all sums owing costs associated therewith. 35.5 Subject to the Seller provisions in connection with article 15 MOUNTAIN GROUP shall be entitled, if the respective Contract and all other buyer fails to perform any of its obligations of payment in respect of MOUNTAIN GROUP or MOUNTAIN GROUP has good reasons to fear that it will fail in the Buyer towards fulfilment of those obligations, to take back the Seller arising under or in connection goods delivered with retention of title without prior notification to the respective Contract have been fulfilled. Any processing of the delivered goods buyer, without prejudice to MOUNTAIN GROUP's right to further compensation and without being required to repay any amount paid by the Buyer takes place on behalf buyer to MOUNTAIN GROUP up to that moment. 35.6 In spite of any retention of title for MOUNTAIN GROUP all risks and responsibility for the Seller without imposing obligations on sold property shall pass to the Seller. If the delivered goods are processed with other goods not owned by the Seller, the Seller acquires a co-ownership on the newly produced goods pro rata the value of the delivered goods buyer at the time of the processing. 11.2delivery by MOUNTAIN GROUP. The Buyer buyer shall be entitled to sell the delivered goods in the usual course indemnify MOUNTAIN GROUP from all claims of business. Any possible claims resulting from such sale shall herewith be assigned to the Seller in advance and the Buyer shall undertake all necessary publicity requirements for enforceability of such assignment. The Buyer shall provide the Seller with written customer lists upon the Seller’s request. If the Buyer sells any goods co-owned by the Seller, the assignment shall apply in the same volume as this co-ownership. The Seller shall be entitled to collect the assigned sumthird parties. 11.3. The Buyer is obliged to appropriately insure the goods still owned by the Seller against all common risks, particularly against fire, burglary or damage caused by water at its own expense, to treat them cautiously and store them properly. 11.4. In case the Buyer is in delay of overdue payment considering a grace period of 10 working days, the Seller shall be entitled to demand restitution of the delivered goods or to collect the delivered goods and to sell them as they are (i.e. including their packing) to any third persons. One or several of these acts shall not be considered as termination of the respective orders and does not relieve the Buyer to effect payment of the invoiced amounts. In case the delivered goods are sold to third parties by the Seller, the Buyer states and guarantees that this will not result in the infringement of any intellectual property rights (e.g. trademark rights with regard to signs, logos and words, etc.) that are imprinted on the respective goods or packaging and waives any rights the Buyer may have against the Seller resulting therefrom. 11.5. The Seller may, at its free discretion, however, also terminate the unpaid order, without limiting any of the Seller’s claims arising out of or in connection with the Buyer’s breach of contract, in particular claims for damages.

Appears in 1 contract

Sources: General Conditions

Retention of Title. 11.1. Title to all delivered goods remains with the Seller Mondi until the Buyer buyer has paid all sums owing to the Seller Mondi in connection with the respective Contract and all other obligations of the Buyer buyer towards the Seller arising ▇▇▇▇▇ ▇▇▇▇- ing under or in connection with the respective Contract have been fulfilled. Any processing of the delivered goods by the Buyer buyer takes place on behalf of the Seller Mondi without imposing obligations on the SellerMondi. If the delivered goods are processed with other goods not owned by the SellerMondi, the Seller Mondi acquires a co-ownership on the newly produced goods pro rata the value of the delivered goods at the time of the processing. 11.2. The Buyer buyer shall be entitled to sell the delivered goods in the usual course of business. Any possible claims resulting from such sale shall herewith be assigned to the Seller Mondi in advance and the Buyer buyer shall undertake all necessary publicity requirements for enforceability enforcea- bility of such assignment. The Buyer buyer shall not provide the Seller Mondi with written customer lists upon the Seller’s requestwithout ▇▇▇▇▇’▇ prior consent in writing. If the Buyer buyer sells any goods co-owned by the SellerMondi, the assignment shall apply in the same volume as this co-ownership. The Seller Mondi shall be entitled to collect the assigned sum. 11.3. The Buyer buyer is obliged to appropriately insure the goods still owned by the Seller Mondi against all common risks, particularly against fire, burglary bur- glary or damage caused by water at its own expense, to treat them cautiously and store them properly. 11.4. In case the Buyer buyer is in delay of overdue payment considering a grace period of 10 working days, the Seller Mondi shall be entitled to demand ▇▇- ▇▇▇▇ restitution of the delivered goods or to collect the delivered goods and to sell them as they are (i.e. including their packing) to any third personsperson. One or several of these acts shall not be considered consid- ered as termination of the respective orders and does do not relieve the Buyer buyer to effect payment of the invoiced amounts. In case the delivered deliv- ered goods are sold to third parties by the SellerMondi, the Buyer buyer states and guarantees guaranties that this will not result in the infringement of any intellectual intel- lectual property rights (e.g. trademark rights with regard to signs, logos and words, etc.) that are imprinted on the respective goods or packaging and waives any rights the Buyer buyer may have against the Seller Mondi resulting therefrom. 11.5. The Seller Mondi may, at its free discretion, however, also terminate the unpaid un- paid order, without limiting any of the SellerMondi’s claims arising out of or in connection with the Buyerbuyer’s breach of contractContract, in particular claims for damages.

Appears in 1 contract

Sources: General Conditions of Sale

Retention of Title. 11.1. Title 4.1 Seller reserves the title to all delivered goods remains with the Products until Buyer makes all relevant payment in full. This also applies in case the payment for certain performances indicated by ▇▇▇▇▇ is made. If the retention of title is linked to special prerequisites or forms in the country or region where Buyer is located, Buyer is required to notify Seller until the Buyer has paid all sums owing accordingly and to the Seller in connection with the respective Contract and all other obligations of the Buyer towards the Seller arising under ensure fulfillment at Buyer’s own expenses. 4.2 Linkage, blending or in connection with the respective Contract have been fulfilled. Any processing of the delivered goods Products shall be conducted by Seller as the Buyer takes place on behalf of the Seller manu- facturer, but without imposing occurring any obligations on the for Seller. If (joint) title raised due to linkage, blen- ding or processing, it is agreed that Seller shall acquire joint title to the delivered goods are processed with other goods not owned by the Seller, the Seller acquires a co-ownership on the newly produced goods pro rata new item in proportion to the value of the delivered goods Product supplied by Seller compared with the other products at the time of linkage, blending or processing. Buyer shall store the processingitems of which Seller has (joint) title for Seller without any additional charges. 11.2. The Buyer shall be entitled to sell 4.3 Resellers are permitted for resale of the delivered goods Products in the usual course of businessordinary business unless being revoked. Any possible claims resulting from such sale shall herewith be assigned to Seller may revoke the Seller in advance and the permission of resale if (a) Buyer shall undertake all necessary publicity requirements for enforceability of such assignment. The Buyer shall provide the Seller with written customer lists upon the Seller’s request. If the Buyer sells any goods co-owned by the Sellerstops payment, the assignment shall apply in the same volume as this co-ownership. The Seller shall be entitled to collect the assigned sum. 11.3. The Buyer is obliged to appropriately insure the goods still owned by the Seller against all common risks, particularly against fire, burglary or damage caused by water at its own expense, to treat them cautiously and store them properly. 11.4. In case the (b) Buyer is in delay of overdue payment considering a grace period of 10 working dayspayment, or (c) upon the Seller shall be entitled to demand restitution conclusion of the contract, if there are indications for deterioration of Buyer’s property or other facts indicating that Seller’s claim will be endangered due to Buyer’s lack of performance. For items in which Seller has (joint) title, Buyer hereby as- signs Seller all claims arising from resale of the items delivered goods to third parties or from any other cause in law in the sum of the invoice value of the corresponding items, and Buyer provides a guarantee. On demand Buyer is obliged to provide Seller with written declarations of assi- gnment. ▇▇▇▇▇ is revocable authorized to collect the delivered goods assigned claims against the third party in the course of ordinary business in its own name. This collection authorization may be revoked by the same reasons as the right of resale. 4.4 Pledges and transfers by way of guarantee are not permitted. Buyer must inform Seller without delay of any seizer and lien of property, or any other disposals or interferences by third parties. 4.5 Seller undertakes at its own discretion to sell them release the pledge upon ▇▇▇▇▇’s request insofar as they are (i.e. including their packing) to any third persons. One or several of these acts shall not be considered as termination the value of the respective orders and does not relieve the Buyer to effect payment pledge thereof exceeds 20% of the invoiced amounts. In case the delivered goods are sold claim to third parties by the Seller, the Buyer states and guarantees that this will not result in the infringement of any intellectual property rights (e.g. trademark rights with regard to signs, logos and words, etcbe pledged.) that are imprinted on the respective goods or packaging and waives any rights the Buyer may have against the Seller resulting therefrom. 11.5. The Seller may, at its free discretion, however, also terminate the unpaid order, without limiting any of the Seller’s claims arising out of or in connection with the Buyer’s breach of contract, in particular claims for damages.

Appears in 1 contract

Sources: Sales Contracts

Retention of Title. 11.1. Title to all delivered goods remains with the Seller Mondi until the Buyer buyer has paid all sums owing to the Seller Mondi in connection with the respective Contract and all other obligations of the Buyer buyer towards the Seller Mondi arising under or in connection with the respective Contract have been fulfilled. Any processing of the delivered goods by the Buyer buyer takes place on behalf of the Seller Mondi without imposing obligations on the SellerMondi. If the delivered goods are processed with other goods not owned by the SellerMondi, the Seller Mondi acquires a co-ownership on the newly produced goods pro rata the value of the delivered goods at the time of the processing. 11.2. The Buyer buyer shall be entitled to sell the delivered goods in the usual course of business. Any possible claims resulting from such sale shall herewith be assigned to the Seller Mondi in advance and the Buyer buyer shall undertake all necessary publicity requirements for enforceability of such assignment. The Buyer buyer shall not provide the Seller Mondi with written customer lists upon the Seller’s requestwithout ▇▇▇▇▇’▇ prior consent in writing. If the Buyer buyer sells any goods co-owned by the SellerMondi, the assignment shall apply in the same volume as this co-ownership. The Seller Mondi shall be entitled to collect the assigned sum. 11.3. The Buyer buyer is obliged to appropriately insure the goods still owned by the Seller Mondi against all common risks, particularly against fire, burglary or damage caused by water at its own expense, to treat them cautiously and store them properly. 11.4. In case the Buyer buyer is in delay of overdue payment considering a grace period of 10 working days, the Seller Mondi shall be entitled to demand restitution of the delivered goods or to collect the delivered goods and to sell them as they are (i.e. including their packing) to any third personsperson. One or several of these acts shall not be considered as termination of the respective orders and does do not relieve the Buyer buyer to effect payment of the invoiced amounts. In case the delivered goods are sold to third parties by the SellerMondi, the Buyer buyer states and guarantees guaranties that this will not result in the infringement of any intellectual property rights (e.g. trademark rights with regard to signs, logos and words, etc.) that are imprinted on the respective goods or packaging and waives any rights the Buyer buyer may have against the Seller Mondi resulting therefrom. 11.5. The Seller Mondi may, at its free discretion, however, also terminate the unpaid order, without limiting any of the SellerMondi’s claims arising out of or in connection with the Buyerbuyer’s breach of contractContract, in particular claims for damages.

Appears in 1 contract

Sources: General Terms and Conditions of Sale

Retention of Title. 11.19.1. Title to all delivered The Seller shall retain full ownership of the goods remains with the Seller until the Buyer has paid all sums owing full payment is received. Resale before full payment is received is only permitted if this was announced to the Seller in connection with good time beforehand stating the respective Contract and all other obligations name of the Buyer towards company and the exact (business) address of the secondary buyer and if the Seller arising under or has agreed to the sale. This shall also apply in connection with cases of pledging and transfer by way of security. In the respective Contract have been fulfilled. Any processing event of the delivered goods by the Buyer takes place on behalf of the Seller without imposing obligations on the Seller. If the delivered goods are processed with other goods not owned by the Selleragreement, the Seller acquires a co-ownership on Purchaser shall already assign the newly produced goods pro rata claim to the value of the delivered goods at the time of the processing. 11.2. The Buyer shall be entitled to sell the delivered goods in the usual course of business. Any possible claims resulting from such sale shall herewith be assigned purchase price to the Seller in advance thereby securing its claim to the purchase price and the Buyer Purchaser shall undertake all necessary publicity requirements for enforceability be entitled to inform the secondary buyer of such assignmentthe assignment upon conclusion of the purchase agreement at the latest. The Buyer shall Furthermore, the Purchaser must provide the Seller with written customer lists upon proof that it has informed the Seller’s request. If secondary buyer and add an official comment with the Buyer sells any goods co-owned by the Seller, the assignment shall apply date in the same volume as this co-ownership. The Seller shall be entitled to collect the its accounts for every assigned sumclaim. 11.3. The Buyer is obliged to appropriately insure the goods still owned by the Seller against all common risks, particularly against fire, burglary or damage caused by water at its own expense, to treat them cautiously and store them properly. 11.49.2. In case the Buyer is in delay event of overdue payment considering a grace period of 10 working daysdelay, the Seller shall be entitled to demand restitution assert its rights resulting from the retention of title. It is agreed that the assertion of the delivered goods or to collect the delivered goods and to sell them as they are (i.e. including their packing) to any third persons. One or several retention of these acts title shall not be considered as termination of the respective orders and does not relieve the Buyer to effect payment of the invoiced amounts. In case the delivered goods are sold to third parties by the Seller, the Buyer states and guarantees that this will not result in withdrawal from the infringement of any intellectual property rights (e.g. trademark rights with regard to signs, logos and words, etc.) that are imprinted on the respective goods or packaging and waives any rights the Buyer may have against agreement unless the Seller resulting therefromexpressly declares its withdrawal from the agreement. 11.59.3. The Seller may, at its free discretion, however, also terminate In the unpaid order, without limiting any event of the SellerPurchaser processing, mixing or combining the item under retention of title with other goods not delivered by the Seller – even if the other part not provided by the Seller is clearly greater – the Seller shall acquire co- ownership to the new item proportional to the value of its share at the time of processing, mixing or combining. No obligations shall arise for the Seller as a result of the processing, mixing or combining and the item must be stored at the Purchaser’s claims arising out of or in connection with the Buyer’s breach of contract, in particular claims for damagesexpense.

Appears in 1 contract

Sources: General Sales and Delivery Terms

Retention of Title. 11.1. Title The Seller shall retain the title to the goods delivered by him until all delivered goods remains his claims arising from the business relationship with the Seller until the Buyer has paid all sums owing to the Seller in connection with the respective Contract and all other obligations of the Buyer towards the Seller arising under or in connection with the respective Contract have been fulfilledsatisfied. Any processing of the delivered goods or treatment shall be carried out by the Buyer takes place on behalf of the Seller Seller, without imposing any obligations on arising for the Seller. If the delivered Buyer processes reserved goods are processed with other goods not owned by the Seller, the Seller acquires a co-ownership on the newly produced goods pro rata the value of the delivered goods at the time of the processing. 11.2. The Buyer shall be entitled to sell the delivered goods in the usual course of business. Any possible claims resulting from such sale shall herewith be assigned to the Seller in advance and the Buyer shall undertake all necessary publicity requirements for enforceability of such assignment. The Buyer shall provide the Seller with written customer lists upon the Seller’s request. If the Buyer sells any goods co-owned by the Seller, the assignment shall apply in the same volume as this co-ownership. The Seller shall be entitled to collect the assigned sum. 11.3. The Buyer is obliged to appropriately insure the goods still owned by the Seller against all common risks, particularly against fire, burglary or damage caused by water at its own expense, to treat them cautiously and store them properly. 11.4. In case the Buyer is in delay of overdue payment considering a grace period of 10 working daysgoods, the Seller shall be entitled to demand restitution co-ownership of the new products in the ratio of the value of the processed reserved goods to the other goods at the time of processing or treatment. The Buyer hereby assigns to the Seller any co-ownership rights that may arise from the combination, blending or mixing of the delivered goods or to collect with other goods. The Buyer shall hold the products as a custodian for the Seller with commercial care. Upon request, the Buyer shall provide the Seller at any time with information on the stock and condition of the Seller's goods in his possession. The Buyer may only sell the delivered goods and to sell them as they are (i.e. including the products resulting from their packing) to any third personstreatment or processing, their combination, blending and mixing in the ordinary course of business. One or several Transfer by way of these acts shall not be considered as termination security, pledging and other disposals endangering the rights of the respective orders and does Seller are not relieve permitted. The new object created by combining, mixing or blending serves as security for the Seller only to the amount of the sales price of the delivered reserved goods. The new item shall be deemed to be reserved goods within the meaning of this provision. The Buyer hereby assigns to the Seller as security the claims to which the Buyer is entitled from the resale or on any other legal grounds concerning the reserved goods to effect payment the value of the invoiced amountsreserved goods resold. In case At the delivered goods are sold to third parties by request of the Seller, the Buyer states shall be obliged to notify his buyers of the assignment and guarantees that to provide the Seller with the information and documents required to assert his rights. As long as the Buyer meets his obligations, he is authorized to collect the assigned claims. If he is in default, he shall pay the amounts received for the assigned claims to the Seller immediately. The other claims of the Seller arising from the default of the Buyer shall not be affected by this. If the value of the securities exceeds the claims of the Seller by more than 20 %, the Buyer shall be entitled to demand the release of the securities to this will not result in extent. The Buyer shall notify the infringement Seller immediately of any intellectual property rights (e.g. trademark rights with regard access by third parties to signs, logos and words, etc.) that are imprinted on the respective reserved goods or packaging and waives any rights the Buyer may have against assigned claims, handing over the Seller resulting therefrom. 11.5documents necessary for intervention. The Seller may, at its free discretion, however, also terminate Buyer shall bear the unpaid order, without limiting any costs of the Seller’s claims arising out of or in connection with the Buyer’s breach of contract, in particular claims for damagesintervention.

Appears in 1 contract

Sources: General Terms of Sale

Retention of Title. 11.1. Title The title to all delivered goods supplied remains with the Seller Coveris until the Buyer has paid all sums owing amounts owed to the Seller Coveris in connection with the respective Contract contract have been paid by the buyer and all other obligations of the Buyer towards the Seller arising under buyer with respect to Coveris resulting from or in connection with the respective Contract contract have been fulfilled. Any processing by the buyer of the delivered goods by the Buyer takes place on behalf of the Seller Coveris, without imposing resulting in any obligations on the SellerCoveris. If the goods delivered goods are processed together with other goods that are not owned by the Sellerproperty of Coveris, the Seller Coveris acquires a co-ownership on of the newly produced goods pro rata the value of the delivered goods at the time of the processing. 11.2. The Buyer buyer shall be entitled to sell the delivered goods in the usual ordinary course of business. Any possible All claims resulting from such sale shall herewith hereby be assigned to the Seller in advance to Coveris and the Buyer buyer shall undertake all necessary publicity requirements for enforceability of such assignment. The Buyer buyer shall not provide the Seller Coveris with written customer lists upon the Seller’s requestwithout Coveris' prior written consent. If the Buyer buyer sells any goods co-owned by the SellerCoveris, the assignment shall apply in the same volume extent as this the co-ownership. The Seller Coveris shall be entitled to collect the assigned sum. 11.3amount. The Buyer buyer is obliged to appropriately insure the at its own expense all goods still owned by the Seller Coveris against all common risks, particularly against fire, burglary or damage caused by water at its own expensedamage, to treat them handle the goods cautiously and store them properly. 11.4. In case If the Buyer buyer is in delay arrears with a payment after consideration of overdue payment considering a 10 working-day grace period of 10 working daysperiod, the Seller Coveris shall be entitled to demand restitution of the delivered goods or to collect the delivered goods and to sell them as they are is (i.e. including their packing) to any third personsparty. One or several of these acts shall actions are not be considered as termination cancellation of the respective orders and does do not relieve the Buyer to effect buyer from payment of the invoiced amounts. In case the delivered goods are sold by Coveris to a third parties by the Sellerparty, the Buyer states buyer declares and guarantees that this will not result in the infringement of infringe on any intellectual property rights (e.g. trademark rights with regard to laws regarding signs, logos and words, etc.) ), that are imprinted on the respective goods or packaging and packaging, whereby the buyer waives any rights the Buyer buyer may have against the Seller resulting therefrom. 11.5Coveris. The Seller may, Coveris is likewise entitled to cancel at its free discretion, however, also terminate own discretion the unpaid order, order without limiting any of the Seller’s claims arising out of ability to enforce its rights through or in connection with the Buyer’s a breach of contractcontract by the buyer, in particular regarding claims for damages.

Appears in 1 contract

Sources: General Conditions of Sale

Retention of Title. 11.11. Title The title to all Goods delivered goods remains with by the Seller to the Buyer shall remain vested in the Seller until the full payment of all accounts receivable by the Seller from the Buyer has paid all sums owing for any reason whatso ever provided that under current account arrangements the title so retained shall be deemed to be security for any balance owed to the Seller. The Buyer shall not dispose of any of the Goods the title to which is so vested in the Seller (“Title Reservation Goods”) other than in the Buyer’s ordinary course of business provided that the Buyer shall no longer have the right so to dispose of any Title Reservation Goods if and as soon as the Buyer fails to make payments when payments are due. The Buyer shall not have the right to pledge or to transfer by way of security the title to any Title Reservation Goods. The Buyer shall be obligated to maintain the rights of the Seller if the Title Reservation Goods are sold by the Buyer to any third party under credit arrangements. The Buyer shall promptly notify the Seller of any lien of attachment, execution or garnishment or any seizure or the like relating to any Title Reservation Goods. The Buyer hereby assigns to the Seller and the Seller hereby accepts the Buyer’s assignment of any title to payment for any of the Goods resold by the Buyer to any purchaser and any security received by the Buyer from any such purchaser for any such payment provided however that the Buyer shall, subject to any notice to the contrary given by the Seller, have the right to collect any such payment and to enforce any such security at its cost. Upon the request of the Seller, the Buyer shall notify the Seller of the debtors against which titles to payment so assigned are held, the securities provided therefore, the type and the amount of the debt of each such debtor and the type and the amount of each such security and deliver to the Seller all documents which may be necessary to collect any amount so owed by any such debtor. Upon notice to the Buyer, the Seller shall have the right to notify any such debtor of the assignment of the title to payment by the Buyer to the Seller hereunder. 2. If the Goods are sold by the Buyer to any purchaser together with any other Goods the title to which is not vested in connection with the respective Contract and all other obligations Seller, then a share of the full title to payment of the Buyer towards under said sale to said purchaser equal to the price of said Goods agreed between the Buyer and the Seller arising under or in connection with the respective Contract shall be deemed to have been fulfilled. Any processing of the delivered goods assigned by the Buyer takes place on behalf to the Seller. 3. Upon the request of the Buyer, the Seller without imposing obligations on shall waive any title to Goods delivered by the Seller to the Buyer in as far as the value of all Goods the title to which has been retained by the Seller hereunder exceeds one hundred ten percent (110%) of the value of all titles to payment the Seller holds against the Buyer. 4. The Buyer shall, as of the transfer of risks associated with Title Reservation Goods, insure all Title Reservation Goods against any damage or loss or destruction as a result of any fire, inundation, flooding or theft or any destruction or loss or damage in transit provided that the Buyer shall notify the Seller promptly of any such destruction or loss or damage and shall, upon the request of the Seller. If , provide to the delivered goods are processed with other goods not owned Seller any documentation of any such loss or damage such as, without limitation, any expert report on said destruction or loss or damage, the names of the insurers of said ▇▇▇▇▇ and, as requested by the Seller, the Seller acquires a co-ownership on insurance policy or policies relating to the newly produced goods pro rata Title Reservation Goods or insurance certificates issued by the value insurer or the insurers for the Title Reservation Goods. The Buyer hereby assigns to the Seller, conditionally as of the delivered goods at the time of any such destruction or loss of or damage to any Goods, any title against any insurer or any party liable for any such destruction or loss or damage to a maximum amount equal to the processingprice agreed for any such Goods affected by any such destruction or loss or damage by way of security for all moneys owed by the Buyer to the Seller. 11.25. Any processing of any Title Reservation Goods by the Buyer shall be for the Seller and the Seller shall be deemed to be the processor for the purposes of Section 950 of the German Civil Code. If Title Reservation Goods are processed, combined or mixed with other Goods the title to which is not vested in the Seller, then a fraction of the title to the new product equal to the ratio between the price invoiced to the Buyer for the Goods so processed, combined or mixed and the sum of the price invoiced to the Buyer for the Goods so processed, combined or mixed and the price or prices invoiced to the Buyer for the other Goods so processed, combined or mixed shall be vested in the Seller. The Buyer shall be entitled the custodian of any such new product the title to sell the delivered goods which is vested in the usual course Seller in total or in part for the Seller. If any such Title Reservation Goods are processed, combined or mixed with Goods of business. Any possible claims resulting from such sale the Buyer and the Goods of the Buyer are the main constituents of the new product thereby created, then the Buyer shall herewith be assigned deemed to have transferred to the Seller a fraction of the title to any such new product computed in advance accordance with the principles of the preceding sentence and shall be the custodian of said new product for the Seller. The provisions of Clauses 1 through 4 hereinabove applicable to Title Reservation Goods shall apply mutatis mutandis to any new product obtained by processing, combination or mixing in which the Seller acquires in total or in part a title through the operation of this Clause. 6. If these Standard Sales Terms have not been agreed effectively, any transfer of title to any of the Goods shall be subject to the Seller receiving the full price agreed between the Seller and the Buyer shall undertake all necessary publicity requirements for enforceability of such assignment. The Buyer shall provide the Seller with written customer lists upon the Seller’s request. If the Buyer sells any goods co-owned by the Seller, the assignment shall apply in the same volume as this co-ownership. The Seller shall be entitled to collect the assigned sumtherefore. 11.3. The Buyer is obliged to appropriately insure the goods still owned by the Seller against all common risks, particularly against fire, burglary or damage caused by water at its own expense, to treat them cautiously and store them properly. 11.4. In case the Buyer is in delay of overdue payment considering a grace period of 10 working days, the Seller shall be entitled to demand restitution of the delivered goods or to collect the delivered goods and to sell them as they are (i.e. including their packing) to any third persons. One or several of these acts shall not be considered as termination of the respective orders and does not relieve the Buyer to effect payment of the invoiced amounts. In case the delivered goods are sold to third parties by the Seller, the Buyer states and guarantees that this will not result in the infringement of any intellectual property rights (e.g. trademark rights with regard to signs, logos and words, etc.) that are imprinted on the respective goods or packaging and waives any rights the Buyer may have against the Seller resulting therefrom. 11.5. The Seller may, at its free discretion, however, also terminate the unpaid order, without limiting any of the Seller’s claims arising out of or in connection with the Buyer’s breach of contract, in particular claims for damages.

Appears in 1 contract

Sources: Sales Contracts