Retention of Title. 5.1 SELLER is granted the following security until BUYER has satisfied all of its obligations arising out of the Contract: If the value of the security granted to SELLER constantly exceeds the total amount of SELLER s claims against BUYER by more than 20 %, then upon BUYER’s request SELLER shall reduce the security accordingly, insofar as a partial reduction of the security is possible without giving up the security entirely. 5.2 SELLER retains title to all products until products are fully paid. Incase SELLER loses title be-cause of an integration of SELLER s supplied products into other systems or products, BUYER’s (co-)ownership of the product resulting from the integration shall automatically be transferred to SELLER pro rata the value of SELLER s product to the value of the merged/combined product (as invoiced).BUYER shall possess the products to which SELLER has(co- )ownership as bailee for SELLER free of charge. Products to which SELLER has(co-)ownership, hereinafter are called “retention-of-title-property“. 5.3 BUYER is authorized to sell and process the retention-of-title-property in the ordinary course of business as long as BUYER is not in default of payment. BUYER shall retain title to the retention-of-title-property until BUYER has been fully paid by its customer. BUYER is not authorized to pledge or transfer the property by way of security. BUYER hereby assigns to SELLER in advance BUYER s claim for the purchase price against its customer or claims for any other reason (insurance, tort) concerning the retention-of-title-property (including the claim for the balance from cur-rent accounts), as security. ▇▇▇▇▇▇ hereby authorizes BUYER, which authorization can be withdrawn at any time, to collect such claims that are assigned to SELLER on SELLER s behalf but in BUYER s name. This authority to collect claims can only be withdrawn in case BUYER does not correctly meet its payment obligations. In case BUYER sells the retention-of-title-property together with other products, the assignment shall only comprise the part of the total claim which corresponds to the purchase price for the products in question as agreed upon between BUYER and SELLER plus 20 % thereof. 5.4 If the retention-of-title-property is attached or levied upon, the BUYER shall inform such third party of SELLER s property and shall immediately inform SELLER thereof, submitting all documents. BUYER shall bear all cost and damages. 5.5 In case BUYER is in default of meeting its obligations to SELLER, SELLER is entitled, without prejudice to SELLER s rights under law, to request the return of the retention-of-title-property, to dispose of it in order to pay from the proceeds thereof due and payable claims against BUYER and, the case arising, to request the assignment of claims of BUYER against third parties. In such case, BUYER shall grant SELLER or our designate immediate access to the retention-of-title- property and shall deliver it to SELLER. Neither the return nor our request of return nor our attachment of the products shall be deemed cancellation of the Contract. 5.6 SELLER is entitled to adequately insure the retention-of-title-property at BUYER’s expense until title has fully passed to BUYER. 5.7 BUYER shall cooperate in all measures which are necessary or beneficial for the validity or enforceability of SELLER s title retention claim abroad. In case SELLER delivers into countries in which the retention of title clause of this paragraph does not have the same effect as in the Federal Republic of Germany, BUYER shall do everything in his power to provide SELLER with other means of security of similar value.
Appears in 2 contracts
Sources: General Terms of Business, General Terms of Business
Retention of Title. 5.1 SELLER is granted the following security 7.1 Infinigate retains property, title and ownership to all Prod- ucts supplied to you, whether in their original form or in- corporated in or attached to another product, until BUYER has satisfied all receipt of its obligations arising out full payment in cleared funds by Infinigate from you of the Contract: If price for the value of the security granted Products and all related amounts owed, including (without limitation) future receivables and/or any amounts owed by you to SELLER constantly exceeds the total amount of SELLER s claims against BUYER by more than 20 %, then upon BUYER’s request SELLER shall reduce the security accordingly, insofar as a partial reduction of the security is possible without giving up the security entirelyInfinigate pursuant to para- graph 2.5.
5.2 SELLER retains title 7.2 (This paragraph 7.2 only applies where you are a re- seller. For the avoidance of doubt, where you are an end customer, you will not be permitted to all products until products are fully paidresell the Prod- ucts). Incase SELLER loses title be-cause of an integration of SELLER s supplied products into other systems or products, BUYER’s (co-)ownership of You may resell the product resulting from the integration shall automatically be transferred to SELLER pro rata the value of SELLER s product to the value of the merged/combined product (as invoiced).BUYER shall possess the products to which SELLER has(co- )ownership as bailee for SELLER free of charge. Products to which SELLER has(co-)ownership, hereinafter are called “retention-of-title-property“.
5.3 BUYER is authorized to sell and process the retention-of-title-property in the ordinary course of business as long as BUYER is not in default of payment. BUYER shall retain even if title to the retention-of-title-property Products has not passed to you. You must assign all future claims arising from the distribution and/or sale of such Products to Infinigate until BUYER full payment of all outstanding amounts for the relevant Products has been fully paid received from you by its customerInfinigate. BUYER You are authorised to collect any claim from the distribution and/or sale of any such Products even after assignment. Infinigate’s right to collect the claim itself remains unaf- fected. If any of the aforementioned is the case you are obliged to disclose to Infinigate, at Infinigate’s request, the names and addresses of your customers to which you sold the Products as well as the nature and scope of your existing claims against these customers. A copy of all related documents must be handed by you to Infi- nigate and you must also notify the purchasers of the as- signed Products of Infinigate’s right to claim any out- standing amounts from such purchasers.
7.3 You must not authorized to pledge or transfer ownership of Products where title has not fully passed to you pursuant to para- graph 7.1. If you become subject of bankruptcy, file for insolvency, suspend payments, participate in composi- tion negotiations of if your financial position substantially deteriorates in any other way which threatens your sol- vency, you will inform all relevant parties about Infi- nigate's ownership in such Products and notify Infinigate immediately in writing.
7.4 Where Infinigate reasonably believes you are or will be in breach of any part of paragraphs 4 and/or 7 of these Terms and Conditions, Infinigate or Infinigate’s agent may without notice enter any premises under your con- trol to remove any Products which are the property by way of security. BUYER hereby assigns In- finigate, whether or not those Products are installed in or attached to SELLER in advance BUYER s claim for the purchase price against its customer or claims for any other reason (insurancegoods, tort) concerning the retention-of-title-property (including the claim for the balance from cur-rent accounts), as security. ▇▇▇▇▇▇ hereby authorizes BUYER, which authorization can be withdrawn at any time, to collect such claims that are assigned to SELLER on SELLER s behalf but in BUYER s name. This authority to collect claims can only be withdrawn in case BUYER does not correctly meet its payment obligations. In case BUYER sells the retention-of-title-property together with other products, the assignment shall only comprise the part of the total claim which corresponds to the purchase price for the products in question as agreed upon between BUYER and SELLER plus 20 % thereof.
5.4 If the retention-of-title-property is attached or levied upon, the BUYER shall inform such third party of SELLER s property and shall immediately inform SELLER thereof, submitting all documents. BUYER shall bear all cost and damages.
5.5 In case BUYER is in default of meeting its obligations to SELLER, SELLER is entitled, without prejudice to SELLER s any other of Infinigate’s rights. You shall indemnify Infinigate against all losses, costs and/or claims in respect of Infi- nigate’s exercise of Infinigate’s rights under law, to request the return of the retention-of-title-property, to dispose of it in order to pay from the proceeds thereof due and payable claims against BUYER and, the case arising, to request the assignment of claims of BUYER against third parties. In such case, BUYER shall grant SELLER or our designate immediate access to the retention-of-title- property and shall deliver it to SELLER. Neither the return nor our request of return nor our attachment of the products shall be deemed cancellation of the Contractthis para- graph 7.
5.6 SELLER is entitled 7.5 You are obliged to adequately insure treat the retention-of-title-property at BUYER’s expense until Products for which title has fully not passed pursuant to BUYERparagraph 7.1 with all reasonable care, in particular you are obliged to insure them (with a reputable insurer) at your own expense against fire, wa- ter and theft at replacement value. Products delivered for testing and demonstration purposes shall remain the property of Infinigate. You are obliged to handle the Products with proper care and store them in a manner to enable them to be identified and cross referenced to par- ticular invoices provided to you by Infinigate. You are al- lowed to use such Products only within the terms agreed.
5.7 BUYER shall cooperate in all measures which are necessary or beneficial for the validity or enforceability 7.6 Quotations, system analysis, project documents, draw- ings, samples, drafts and other documents of SELLER s title retention claim abroad. In case SELLER delivers into countries in which the retention of title clause of this paragraph does Infinigate provided to you before a contract is concluded, may not have the same effect as in the Federal Republic of Germanybe copied, BUYER shall do everything in his power used by you nor otherwise disclosed to provide SELLER with other means of security of similar valueany third party.
Appears in 2 contracts
Sources: Reseller Agreement, Reseller Agreement
Retention of Title. 5.1 SELLER is granted the following security until BUYER has satisfied all of its obligations arising out of the Contract: If the value of the security granted to SELLER constantly exceeds the total amount of SELLER s claims against BUYER by more than 20 %, then upon BUYER’s request SELLER shall reduce the security accordingly, insofar as a partial reduction of the security is possible without giving up the security entirely.
5.2 SELLER retains title to all products until products are fully paid. Incase SELLER loses title be-cause of an integration of SELLER s supplied products into other systems or products, BUYER’s (co-)ownership of the product resulting from the integration shall automatically be transferred to SELLER pro rata the value of SELLER s product to the value of the merged/combined product (as invoiced).BUYER shall possess the products to which SELLER has(co- )ownership as bailee for SELLER free of charge. Products to which SELLER has(co-)ownership, hereinafter are called “retention-of-title-property“.
5.3 BUYER is authorized to sell and process the retention-of-title-The property in the ordinary course of business goods does not pass until the buyer has paid the entire invoice price under any contract with the Company. Until such time as long such price is paid in full goods held in your possession are held by you as BUYER is not in default of paymentbailee on the Company’s behalf. BUYER shall retain title As bailee on the Company’s behalf you will ensure that:-
a) The goods will be stored separately and be identifiable as belonging to the retention-of-title-property until BUYER has been fully paid Company;
b) The goods are covered by your policy of insurance and you will assign the benefits of such policy to the Company at its customer. BUYER request;
c) Any monies received by you for goods sold or supplied to you by the Company, will be retained in a separate account and you will hold such MONIES as trustees on the Company’s behalf;
d) The goods are maintained in a useable condition;
e) The Company shall, subject to written notice, be entitled to enter any premises where the contract goods are stored and take possession of such goods at any time before full payment is not authorized to pledge received;
f) Where the contract goods, or transfer the property by way any part of security. BUYER hereby assigns to SELLER in advance BUYER s claim for the purchase price against its customer or claims for such goods, are incorporated with any other reason goods, you will make every reasonable endeavor to ensure that the title in such goods (insurance, tort) concerning or in goods that may result from the retention-of-title-property (including the claim for the balance from cur-rent accountsincorporation of The contract goods), as securitypasses to the Company and the foregoing provisions of this clause shall be considered to apply to such goods. ▇▇▇▇▇▇ hereby authorizes BUYERWhere goods are produced to your specification, which authorization can directions or instruction or where any goods are to be withdrawn at prepared in any time, to collect such claims that are assigned to SELLER way on SELLER s behalf but in BUYER s name. This authority to collect claims can only be withdrawn in case BUYER does not correctly meet its payment obligations. In case BUYER sells the retention-of-title-property together with other productsyour behalf, the assignment title in such goods shall only comprise not pass before you have paid the part entire invoice price under the particular contract or under any other contract between the Company and yourself. Reference to invoice price shall be taken to be a reference to the price to be charged to the customer on due performance of the total claim which corresponds to the purchase price for the products in question as agreed upon between BUYER and SELLER plus 20 % thereof.
5.4 If the retention-of-title-property is attached or levied uponcontract, the BUYER shall inform such third party of SELLER s property and shall immediately inform SELLER thereof, submitting all documents. BUYER shall bear all cost and damages.
5.5 In case BUYER is in default of meeting its obligations to SELLER, SELLER is entitled, without prejudice to SELLER s rights under law, to request also include any further sums the return of the retention-of-title-property, to dispose of it in order to pay from the proceeds thereof due and payable claims against BUYER and, the case arising, to request the assignment of claims of BUYER against third parties. In such case, BUYER shall grant SELLER or our designate immediate access to the retention-of-title- property and shall deliver it to SELLER. Neither the return nor our request of return nor our attachment of the products shall be deemed cancellation of the Contract.
5.6 SELLER is Company are entitled to adequately insure the retention-of-title-property at BUYER’s expense until title has fully passed to BUYERclaim.
5.7 BUYER shall cooperate in all measures which are necessary or beneficial for the validity or enforceability of SELLER s title retention claim abroad. In case SELLER delivers into countries in which the retention of title clause of this paragraph does not have the same effect as in the Federal Republic of Germany, BUYER shall do everything in his power to provide SELLER with other means of security of similar value.
Appears in 2 contracts
Sources: Terms and Conditions of Sale, Sales Contracts
Retention of Title. 5.1 SELLER is granted All goods remain, even after delivery, the following security exclusive property of Aluracks until BUYER has satisfied all of its obligations arising out full payment of the Contract: If invoice, or other claims from current accounts, and any costs, interests or damages by the value buyer. Until then, the buyer is only the holder of the security granted to SELLER constantly exceeds delivered goods. This means that the total amount of SELLER s claims against BUYER by more than 20 %, then upon BUYER’s request SELLER shall reduce the security accordingly, insofar as a partial reduction buyer may not dispose of the security goods that have not yet been paid for (in full) in any way whatsoever, and in particular may not pledge them or transfer their ownership to third parties. Resale is possible without giving up the security entirely.
5.2 SELLER retains title to all products until products are fully paid. Incase SELLER loses title be-cause of an integration of SELLER s supplied products into other systems or products, BUYER’s (co-)ownership of the product resulting from the integration shall automatically be transferred to SELLER pro rata the value of SELLER s product to the value of the merged/combined product (as invoiced).BUYER shall possess the products to which SELLER has(co- )ownership as bailee only permitted for SELLER free of charge. Products to which SELLER has(co-)ownership, hereinafter are called “retention-of-title-property“.
5.3 BUYER is authorized to sell and process the retention-of-title-property resellers in the ordinary normal course of business as long as BUYER is not in default of payment. BUYER shall retain title and on condition that the reseller receives payment from its buyer or makes the sale subject to the retention-of-title-property until BUYER has been fully paid by condition that the right of ownership only passes to the buyer if the buyer meets its customerpayment obligations. BUYER is not authorized to pledge or transfer the property by way of security. BUYER hereby assigns to SELLER in advance BUYER s claim for the purchase price against its customer or claims for any other reason (insuranceIf not, tort) concerning the retention-of-title-property (including the claim for the balance from cur-rent accounts), as security. ▇▇▇▇▇▇▇▇ hereby authorizes BUYERhas a claim against the buyer, which authorization can be withdrawn at any timeassessable in money, for the amount of the outstanding amount including possible costs, interests, the damage clause. Aluracks is allowed, possibly without permission of the buyer, to collect such claims that are assigned to SELLER on SELLER s behalf but take back goods, if the buyer remains permanently in BUYER s name. This authority to collect claims can only be withdrawn in case BUYER does not correctly meet its payment obligationsdefault of payment. In case BUYER sells the retention-of-title-property together with of seizure (executive or custodial), confiscation or any other productsaction of third parties, the assignment shall only comprise buyer has to inform ▇▇▇▇▇▇▇▇ of these actions. If, in case of delivery of goods abroad, the part law of the total claim which corresponds country where the goods are, regulates the right of ownership, the buyer is obliged to take all necessary steps to legally assert the purchase price for the products in question as agreed upon between BUYER and SELLER plus 20 % thereof.
5.4 right of ownership of Aluracks. If the retention-of-title-property is attached or levied upon, the BUYER shall inform such third party of SELLER s property and shall immediately inform SELLER thereof, submitting all documents. BUYER shall bear all cost and damages.
5.5 In case BUYER is in default of meeting its obligations to SELLER, SELLER is entitled, without prejudice to SELLER s rights under law, to request the return law of the retention-of-country where the goods are located does not allow for retention of title-property, but Aluracks is allowed to dispose of it in order to pay from the proceeds thereof due and payable claims against BUYER andreserve her other rights, the case arising, to request the assignment of claims of BUYER against third parties. In such case, BUYER shall grant SELLER or our designate immediate access to the retention-of-title- property and shall deliver it to SELLER. Neither the return nor our request of return nor our attachment of the products shall be deemed cancellation of the Contract.
5.6 SELLER ▇▇▇▇▇▇▇▇ is entitled to adequately insure exercise all these rights. If the retention-of-title-property at BUYER’s expense buyer does not fulfil his obligations under this clause, ▇▇▇▇▇▇▇▇ has the right to either keep the undelivered goods until title the buyer provides proof that he has fully passed fulfilled his obligation, or to BUYER.
5.7 BUYER shall cooperate dissolve the agreement immediately with the legal consequences as stated in all measures which are necessary or beneficial for the validity or enforceability article 14 of SELLER s title retention claim abroadthese General Terms and Conditions. In case SELLER delivers into countries of violation of the obligations of the purchaser, with in which particular the delayed payment or violation of the obligations arising from these General Terms and Conditions, Aluracks is entitled to reclaim the goods, regardless of its rights under article 14 of these General Terms and Conditions, and the purchaser is obliged to surrender the goods that fall under this retention of title clause title. The taking back of this paragraph the goods or the application of the reservation of ownership, does not have by definition imply the same effect as in dissolution of the Federal Republic of Germanyagreement, BUYER shall do everything in his power to provide SELLER with other means of security of similar valueunless this is explicitly mentioned.
Appears in 2 contracts
Sources: General Sales Terms and Conditions, General Sales Terms and Conditions
Retention of Title. 5.1 SELLER is granted the following security until BUYER has satisfied 10.1 The retention of title agreed below shall serve to secure all of its obligations arising out respective existing current and future claims of the Contract: If Seller against the Principal from the delivery relationship ex- isting between the contracting partners (including balance claims from a current ac- count relationship limited to this delivery relationship).
10.2 The goods delivered by the Seller to the Principal shall remain the Seller’s ownership until all secured claims have been paid in full. The goods and the goods replacing pursuant to the provisions below and covered by the retention of title shall hereinafter be referred to as “goods subject to retention of title”.
10.3 The Principal shall store the goods subject to retention of title free of charge for the Seller.
10.4 The Principal shall be entitled to process and alienate the goods subject to retention of title in the normal course of business until the utilisation event (clause 10.9) occurs. Pledges and chattel mortgaging shall not be permitted.
10.5 Where the Principal processes the goods subject to retention of title, it shall be agreed that processing shall be performed in the name and for account of the Seller as manu- facturer and the Seller shall directly acquire the ownership or, where processing is based on substances of several owners or the value of the security granted to SELLER constantly processed item exceeds the total amount of SELLER s claims against BUYER by more than 20 %, then upon BUYER’s request SELLER shall reduce the security accordingly, insofar as a partial reduction of the security is possible without giving up the security entirely.
5.2 SELLER retains title to all products until products are fully paid. Incase SELLER loses title be-cause of an integration of SELLER s supplied products into other systems or products, BUYER’s (co-)ownership of the product resulting from the integration shall automatically be transferred to SELLER pro rata the value of SELLER s product to the value of the merged/goods subject to retention of title, the co-ownership (fractional owner- ship) of the newly created item at the ratio between the value of the goods subject to retention of title and the value of the newly created item. Where the Seller is not in- tended to acquire such ownership, the Principal shall already now transfer its future ownership or, at the aforementioned ratio, co-ownership of the newly created item to the Seller as a security. Where the goods subject to retention of title are combined product (or inseparably mixed with other items to a uniform item and one of the other items is to be regarded as invoiced).BUYER the main item, the Seller shall possess transfer co-ownership of the products uniform item to which SELLER has(co- )ownership as bailee for SELLER free of charge. Products the Principal on a pro rata basis at the ratio specified in sentence 1 to which SELLER has(co-)ownership, hereinafter are called “retention-of-title-property“the ex- tent that the main item is the Principal’s ownership.
5.3 BUYER is authorized 10.6 If the goods subject to sell and process retention of title are further alienated, the retention-of-title-property in Principal shall already now assign the ordinary course of business as long as BUYER is not in default of payment. BUYER shall retain title resulting claim against the acquirer to the retention-of-title-property until BUYER has been fully paid by its customer. BUYER is not authorized to pledge or transfer the property Seller by way of security, on a pro rata basis according to the co-ownership share for co-ownership of the Seller of the goods subject to retention of title. BUYER hereby assigns The same shall apply to SELLER any other claims that replace the goods subject to retention of title or arise otherwise regarding the goods subject to retention of title, such as insurance claims or claims from tort for loss or de- struction. The Seller shall irrevocably authorise the Principal to collect in advance BUYER s claim its own name the payments assigned to the Seller. The Seller may revoke such collection authorisa- tion only in the utilisation event.
10.7 Where third parties access the goods subject to retention of title, especially by sei- zure, the Principal shall immediately point them to the Seller’s ownership and shall in- form the Seller thereof to enable the Seller to enforce its rights of ownership. Where the third party is unable to compensate the Seller for the purchase price against its customer or claims for any other reason (insurance, tort) concerning the retentioncourt and out-of-title-property (including the claim for the balance from cur-rent accounts), as security. ▇▇▇▇▇▇ hereby authorizes BUYER, which authorization can be withdrawn at any time, to collect such claims that are assigned to SELLER on SELLER s behalf but court costs incurring in BUYER s name. This authority to collect claims can only be withdrawn in case BUYER does not correctly meet its payment obligations. In case BUYER sells the retention-of-title-property together with other productsthis context, the assignment Principal shall only comprise be liable vis-à-vis the part of the total claim which corresponds to the purchase price for the products in question as agreed upon between BUYER and SELLER plus 20 % thereofSeller.
5.4 If 10.8 The Seller shall release the retention-of-title-property is attached or levied upon, the BUYER shall inform such third party of SELLER s property and shall immediately inform SELLER thereof, submitting all documents. BUYER shall bear all cost and damages.
5.5 In case BUYER is in default of meeting its obligations goods subject to SELLER, SELLER is entitled, without prejudice to SELLER s rights under law, to request the return of the retention-of-title-property, to dispose of it in order to pay from the proceeds thereof due and payable claims against BUYER and, the case arising, to request the assignment of claims of BUYER against third parties. In such case, BUYER shall grant SELLER or our designate immediate access to the retention-of-title- property and shall deliver it to SELLER. Neither the return nor our request of return nor our attachment of the products shall be deemed cancellation of the Contract.
5.6 SELLER is entitled to adequately insure the retention-of-title-property at BUYER’s expense until title has fully passed to BUYER.
5.7 BUYER shall cooperate in all measures which are necessary or beneficial for the validity or enforceability of SELLER s title retention claim abroad. In case SELLER delivers into countries in which the retention of title clause and the items or claims replacing them to the extent that their value exceeds the amount of this paragraph does not have the same effect as secured claims by more than 50%. The selection of the objects to be released accordingly shall be the Seller’s responsibility.
10.9 If the Seller rescinds the agreement due to the purchaser’s conduct contrary to the agreement, especially default in payment (utilisation event), it shall be entitled to claim surrender of the Federal Republic goods subject to retention of Germany, BUYER shall do everything in his power to provide SELLER with other means of security of similar valuetitle.
Appears in 2 contracts
Sources: General Terms and Conditions of Delivery, General Terms and Conditions of Delivery
Retention of Title. 5.1 SELLER 6.1 Delivered goods shall fully remain our property (goods sold subject to retention of title) until all receivables connected with the relevant legal relationship, on whatever legal grounds, have been paid in full.
6.2 For our benefit the Customer is granted obliged to store the following security until BUYER has satisfied all goods appropriately with reasonable care and to insure them at his own expense against loss and damage to an extent which may reasonably be expected of its obligations arising out a prudent businessman. Hereby the Customer assigns to us in advance any claims which may accrue from the insurance policies. Upon our request, the Customer is obliged to provide us with a complete inventory of the Contract: reserved goods.
6.3 In case of processing, combining or mixing of reserved goods with other material by the Customer we shall be entitled to a pro rata co-ownership of the new product determined by the proportion of the reserved goods used to the other ingredients of the new product.
6.4 The Customer may dispose freely of the reserved goods in the course of his business. However, this authorization will become extinct immediately if the Customer defaults on his obligations or becomes insolvent, or if composition or insolvency proceedings (or similar proceedings) have been filed or commenced. The same applies should the Customer agree with his own respective customers on a non-assignability with regard to the respective purchase price.
6.5 The Customer immediately assigns to us any receivables as well as ancillary rights resulting from resale of (processed) goods initially sold by us under retention of title to the amount of our claims against himself until all our claims have been settled. The Customer shall only be entitled and authorized to resell goods if it is made sure that the receivables from such sales accrue to us.
6.6 The Customer shall be authorized to collect receivables assigned to us until we revoke such authorization. We are entitled to such revocation if the Customer defaults on financial obligations towards us resulting from our business relationship. Should the preconditions of revocation exist the Customer shall promptly upon request supply us with the complete data concerning the assigned receivables and notify the debtors of such assignment. We reserve the right to personally advise the debtors of such assignment.
6.7 If the value of the security granted to SELLER constantly collateral deposited for our benefit exceeds the total amount of SELLER s secured claims against BUYER by a total of more than 20 %fifty (50) per cent, then upon BUYER’s request SELLER the Customer shall reduce the security accordinglybe entitled to demand that we insofar release securities of our own choice.
6.8 The Customer is obliged to inform us immediately of compulsory enforcement measures or encroachments by a third party.
6.9 If we claim retention of title, insofar as this shall only be deemed a partial reduction rescission of the security is possible without giving up the security entirelycontract if expressly stated so by us in writing. The Customer`s right to possess goods under retention of title shall be null and void if he fails to meet his contractual obligations.
5.2 SELLER retains title 6.10 If the country into which the Reserved Products are imported does not recognise the right of retention of title, we may request the Customer to provide other securities similar in value to the Reserved Products (such as, but not limited to, a third party guarantee). The Customer shall undertake all products until products are fully paid. Incase SELLER loses title be-cause of an integration of SELLER s supplied products into other systems or products, BUYER’s (co-)ownership of lawful and necessary measures within its power to ensure that we obtain the product resulting from the integration shall automatically be transferred to SELLER pro rata the value of SELLER s product to necessary security in the value of the merged/combined product (as invoiced).BUYER shall possess the products Reserved Products. The Customer is obliged to which SELLER has(co- )ownership as bailee for SELLER free of charge. Products to which SELLER has(co-)ownership, hereinafter are called “retention-of-title-property“.
5.3 BUYER is authorized to sell and process the retention-of-title-property in the ordinary course of business as long as BUYER is not in default of payment. BUYER shall retain title to the retention-of-title-property until BUYER has been fully paid by its customer. BUYER is not authorized to pledge or transfer the property by way of security. BUYER hereby assigns to SELLER in advance BUYER s claim for the purchase price against its customer or claims for notify us immediately should any other reason (insurance, tort) concerning the retention-of-title-property (including the claim for the balance from cur-rent accounts), as security. ▇▇▇▇▇▇ hereby authorizes BUYER, which authorization can be withdrawn at any time, to collect such claims that are assigned to SELLER on SELLER s behalf but in BUYER s name. This authority to collect claims can only be withdrawn in case BUYER does not correctly meet its payment obligations. In case BUYER sells the retention-of-title-property together with other products, the assignment shall only comprise the part of the total securities granted to us be endangered by a claim which corresponds to the purchase price for the products in question as agreed upon between BUYER and SELLER plus 20 % thereofbrought by a third party.
5.4 If the retention-of-title-property is attached or levied upon, the BUYER shall inform such third party of SELLER s property and shall immediately inform SELLER thereof, submitting all documents. BUYER shall bear all cost and damages.
5.5 In case BUYER is in default of meeting its obligations to SELLER, SELLER is entitled, without prejudice to SELLER s rights under law, to request the return of the retention-of-title-property, to dispose of it in order to pay from the proceeds thereof due and payable claims against BUYER and, the case arising, to request the assignment of claims of BUYER against third parties. In such case, BUYER shall grant SELLER or our designate immediate access to the retention-of-title- property and shall deliver it to SELLER. Neither the return nor our request of return nor our attachment of the products shall be deemed cancellation of the Contract.
5.6 SELLER is entitled to adequately insure the retention-of-title-property at BUYER’s expense until title has fully passed to BUYER.
5.7 BUYER shall cooperate in all measures which are necessary or beneficial for the validity or enforceability of SELLER s title retention claim abroad. In case SELLER delivers into countries in which the retention of title clause of this paragraph does not have the same effect as in the Federal Republic of Germany, BUYER shall do everything in his power to provide SELLER with other means of security of similar value.
Appears in 2 contracts
Sources: General Terms and Conditions of Sale, General Terms and Conditions of Sale
Retention of Title. 5.1 SELLER is granted a. starlim reserves the following security ownership on all its delivered Goods until BUYER complete payment including interests and costs has satisfied been effected, even if the Goods are sold, amended, processed or fixed to the Purchaser’s property.
b. The Purchaser shall assign to starlim – and starlim accepts this assignment – any and all further claims and rights arising from the resale of the Goods against the Purchaser or a third party, irrespective of whether the Goods to which title has been retained are resold without or after further processing or conversion. Until full payment for the Goods, the Purchaser has to apply a notation in his books or on the invoices and inform the debtors about this assignment. Starlim shall be entitled to demand hand-over of all necessary documents necessary for enforcing the assigned claims.
c. Until full payment for all of its obligations arising out of starlim’s claims, the Contract: If Purchaser shall not be entitled to assign the value of the security granted Goods or to SELLER constantly exceeds the total amount of SELLER s claims against BUYER by more than 20 %, then upon BUYER’s request SELLER shall reduce the security accordingly, insofar as a partial reduction of the security is possible without giving up the security entirely.
5.2 SELLER retains title to all products until products are fully paid. Incase SELLER loses title be-cause of an integration of SELLER s supplied products into other systems or products, BUYER’s (co-)ownership of the product resulting from the integration shall automatically be transferred to SELLER pro rata the value of SELLER s product to the value of the merged/combined product (as invoiced).BUYER shall possess the products to which SELLER has(co- )ownership as bailee for SELLER free of charge. Products to which SELLER has(co-)ownership, hereinafter are called “retention-of-title-property“.
5.3 BUYER is authorized to sell and process the retention-of-title-property in the ordinary course of business as long as BUYER is not in default of payment. BUYER shall retain title to the retention-of-title-property until BUYER has been fully paid by its customer. BUYER is not authorized to pledge or transfer the property by way of security. BUYER hereby assigns to SELLER in advance BUYER s claim for the purchase price against its customer or claims for burden them with any other reason (insurance, tort) concerning the retention-of-title-property (including the claim for the balance from cur-rent accounts), as security. ▇▇▇▇▇▇ hereby authorizes BUYER, which authorization can be withdrawn at any time, to collect such claims that are assigned to SELLER on SELLER s behalf but in BUYER s name. This authority to collect claims can only be withdrawn in case BUYER does not correctly meet its payment obligationsdebts. In case BUYER sells the retention-of-title-property together with other productsof distraint, the assignment Purchaser shall be obliged to inform of starlim’s retention of title and to advise starlim without delay.
d. starlim shall be entitled to demand immediate restitution of the delivered but not fully paid Goods, if the Purchaser does not fulfill his payment-obligations on time and fully, or if insolvency proceedings over the Purchaser’s assets are opened or filed. The same shall apply in case of rejection of a respective application due to lack of funds, if the Purchaser suspends his payments or if he tries to achieve an extrajudicial compensation with its creditors. Any return shall only comprise be deemed a rescission from the part of contract subject to our express confirmation. starlim reserves the total right to claim which corresponds to the purchase price for the products in question as agreed upon between BUYER and SELLER plus 20 % thereof.
5.4 If the retention-of-title-property is attached or levied upon, the BUYER shall inform such third party of SELLER s property and shall immediately inform SELLER thereof, submitting all documentsdamages from non- performance. BUYER The buyer shall bear all cost costs and damagesexpenses arising.
5.5 In case BUYER is in default of meeting its obligations to SELLER, SELLER is entitled, without prejudice to SELLER s rights under law, to request the return of the retention-of-title-property, to dispose of it in order to pay from the proceeds thereof due and payable claims against BUYER and, the case arising, to request the assignment of claims of BUYER against third parties. In such case, BUYER shall grant SELLER or our designate immediate access to the retention-of-title- property and shall deliver it to SELLER. Neither the return nor our request of return nor our attachment of the products shall be deemed cancellation of the Contract.
5.6 SELLER is entitled to adequately insure the retention-of-title-property at BUYER’s expense until title has fully passed to BUYER.
5.7 BUYER shall cooperate in all measures which are necessary or beneficial for the validity or enforceability of SELLER s title retention claim abroad. In case SELLER delivers into countries in which the retention of title clause of this paragraph does not have the same effect as in the Federal Republic of Germany, BUYER shall do everything in his power to provide SELLER with other means of security of similar value.
Appears in 2 contracts
Sources: General Terms and Conditions of Sale, General Terms and Conditions of Sale
Retention of Title. 5.1 SELLER is granted (a) Neither ownership of nor the following security property in Goods sold by OneSteel Recycling passes until BUYER the Customer has satisfied paid to OneSteel Recycling all moneys owing by the Customer on any account.
(b) Until payment of its obligations arising out all moneys owed by the Customer to OneSteel Recycling on any account, the Customer holds the Goods as fiduciary bailee and agent for OneSteel Recycling and must keep the Goods physically separate from all other goods purchased or owned by it, and clearly identified as owned by OneSteel Recycling until they have been paid in full.
(c) If an Event of the Contract: If the value of the security granted to SELLER constantly exceeds the total amount of SELLER s claims against BUYER by more than 20 %Default occurs, then upon BUYER’s request SELLER shall reduce the security accordingly, insofar as a partial reduction of the security is possible without giving up the security entirely.
5.2 SELLER retains title to all products until products are fully paid. Incase SELLER loses title be-cause of an integration of SELLER s supplied products into other systems or products, BUYER’s (co-)ownership of the product resulting from the integration shall automatically be transferred to SELLER pro rata the value of SELLER s product to the value of the merged/combined product (as invoiced).BUYER shall possess the products to which SELLER has(co- )ownership as bailee for SELLER free of charge. Products to which SELLER has(co-)ownership, hereinafter are called “retention-of-title-property“.
5.3 BUYER is authorized to sell and process the retention-of-title-property in the ordinary course of business as long as BUYER is not in default of payment. BUYER shall retain title to the retention-of-title-property until BUYER has been fully paid by its customer. BUYER is not authorized to pledge or transfer the property by way of security. BUYER hereby assigns to SELLER in advance BUYER s claim for the purchase price against its customer or claims for any other reason (insurance, tort) concerning the retention-of-title-property (including the claim for the balance from cur-rent accounts), as security. ▇▇▇▇▇▇ hereby authorizes BUYER, which authorization can be withdrawn at any time, to collect such claims that are assigned to SELLER on SELLER s behalf but in BUYER s name. This authority to collect claims can only be withdrawn in case BUYER does not correctly meet its payment obligations. In case BUYER sells the retention-of-title-property together with other products, the assignment shall only comprise the part of the total claim which corresponds to the purchase price for the products in question as agreed upon between BUYER and SELLER plus 20 % thereof.
5.4 If the retention-of-title-property is attached or levied upon, the BUYER shall inform such third party of SELLER s property and shall immediately inform SELLER thereof, submitting all documents. BUYER shall bear all cost and damages.
5.5 In case BUYER is in default of meeting its obligations to SELLER, SELLER is entitled, without prejudice to SELLER s OneSteel Recycling’s other rights, OneSteel Recycling may lawfully and without notice to the Customer enter any premises occupied by the Customer or any other place where the Goods may be and retake possession of them. If the Customer sells any of the Goods while money is owed to OneSteel Recycling, the Customer must keep the proceeds of the sale in a separate account and not mix them with any other funds.
(d) If the Customer mixes the Goods with other Goods, so that the Goods are no longer separately identifiable, the Customer and OneSteel Recycling will be owners in common of the mixed Goods.
(e) If the Goods are resold, or products manufactured using the Goods are resold, proceeds received by the Customer on any such sale will be held in trust for OneSteel Recycling to the extent of the amount owed by the Customer to OneSteel Recycling at the time of the receipt of such proceeds.
(f) The Customer waives or contracts out of its rights to receive any notice or statement (including notice of a verification statement) under lawany provision of the PPSA unless the notice or statement is required by the PPSA and cannot be excluded.
(g) In connection with the enforcement of a security interest arising under this agreement, to request the return fullest extent permitted by the PPSA, the parties agree that OneSteel Recycling need not comply with sections 95, 117, 118, 121(4), 125, 130, 132(3)(d) and 132(4) of the retention-of-title-property, to dispose of it in order to pay from the proceeds thereof due PPSA and payable claims against BUYER and, the case arising, to request the assignment of claims of BUYER against third parties. In such case, BUYER shall grant SELLER or our designate immediate access to the retention-of-title- property sections 142 and shall deliver it to SELLER. Neither the return nor our request of return nor our attachment 143 of the products shall be deemed cancellation of the ContractPPSA are excluded.
5.6 SELLER is entitled to adequately insure the retention-of-title-property at BUYER’s expense until title has fully passed to BUYER.
5.7 BUYER shall cooperate in all measures which are necessary or beneficial for the validity or enforceability of SELLER s title retention claim abroad. In case SELLER delivers into countries in which the retention of title clause of this paragraph does not have the same effect as in the Federal Republic of Germany, BUYER shall do everything in his power to provide SELLER with other means of security of similar value.
Appears in 1 contract
Sources: Standard Contract Terms
Retention of Title. 5.1 SELLER is granted the following security until BUYER has satisfied all of its obligations arising out of the Contract: If the value of the security granted to SELLER constantly exceeds the total amount of SELLER s ́s claims against BUYER by more than 20 %, then upon BUYER’s request SELLER shall reduce the security accordingly, insofar as a partial reduction of the security is possible without giving up the security entirely.
5.2 SELLER retains title to all products until products are fully paid. Incase SELLER loses title be-cause of an integration of SELLER s ́s supplied products into other systems or products, BUYER’s (co-)ownership of the product resulting from the integration shall automatically be transferred to SELLER pro rata the value of SELLER s ́s product to the value of the merged/combined product (as invoiced).BUYER shall possess the products to which SELLER has(co- )ownership as bailee for SELLER free of charge. Products to which SELLER has(co-)ownership, hereinafter are called “retention-of-title-property“.
5.3 BUYER is authorized to sell and process the retention-of-title-property in the ordinary course of business as long as BUYER is not in default of payment. BUYER shall retain title to the retention-of-title-property until BUYER has been fully paid by its customer. BUYER is not authorized to pledge or transfer the property by way of security. BUYER hereby assigns to SELLER in advance BUYER s ́s claim for the purchase price against its customer or claims for any other reason (insurance, tort) concerning the retention-of-title-property (including the claim for the balance from cur-rent accounts), as security. ▇▇▇▇▇▇ hereby authorizes BUYER, which authorization can be withdrawn at any time, to collect such claims that are assigned to SELLER on SELLER s ́s behalf but in BUYER s ́s name. This authority to collect claims can only be withdrawn in case BUYER does not correctly meet its payment obligations. In case BUYER sells the retention-of-title-property together with other products, the assignment shall only comprise the part of the total claim which corresponds to the purchase price for the products in question as agreed upon between BUYER and SELLER plus 20 % thereof.
5.4 If the retention-of-title-property is attached or levied upon, the BUYER shall inform such third party of SELLER s ́s property and shall immediately inform SELLER thereof, submitting all documents. BUYER shall bear all cost and damages.
5.5 In case BUYER is in default of meeting its obligations to SELLER, SELLER is entitled, without prejudice to SELLER s ́s rights under law, to request the return of the retention-of-title-property, to dispose of it in order to pay from the proceeds thereof due and payable claims against BUYER and, the case arising, to request the assignment of claims of BUYER against third parties. In such case, BUYER shall grant SELLER or our designate immediate access to the retention-of-title- property and shall deliver it to SELLER. Neither the return nor our request of return nor our attachment of the products shall be deemed cancellation of the Contract.
5.6 SELLER is entitled to adequately insure the retention-of-title-property at BUYER’s expense until title has fully passed to BUYER.
5.7 BUYER shall cooperate in all measures which are necessary or beneficial for the validity or enforceability of SELLER s ́s title retention claim abroad. In case SELLER delivers into countries in which the retention of title clause of this paragraph does not have the same effect as in the Federal Republic of Germany, BUYER shall do everything in his power to provide SELLER with other means of security of similar value.
Appears in 1 contract
Sources: General Terms of Business
Retention of Title. 5.1 SELLER is granted a) Until full payment has been made by the following security until BUYER has satisfied all of its obligations arising out Purchaser for any goods purchased from AustinETT covered by this agreement, and any other sums whatsoever outstanding from the Purchaser to AustinETT from time to time covered by this agreement, AustinETT shall retain title of the Contract: If goods.
b) The price shall become immediately due if the value Purchaser makes default in paying AustinETT or if the Purchaser performs an act of administration or becomes bankrupt or commits any act of bankruptcy or compounds with its creditors or has judgement entered against it in any court or, being a company, an administrator, a provisional liquidator/liquidator, receiver and/or manager appointed.
c) The property in the goods shall not pass to the Purchaser and the Purchaser shall keep the goods as bailee for AustinETT (returning the same to AustinETT upon request). The goods shall nevertheless be at risk of the security granted Purchaser from the time of delivery.
d) AustinETT is irrevocably authorised to SELLER constantly exceeds enter any premises where the total amount of SELLER s claims against BUYER by more than 20 %goods are kept (without liability for trespass or any resulting damage), then upon BUYER’s request SELLER shall reduce and to use the security accordingly, insofar as a partial reduction name of the security is possible without giving up Purchaser and to act on its behalf, if necessary, to recover possession of the security entirelygoods.
5.2 SELLER retains title to all products until products are fully paid. Incase SELLER loses title be-cause e) AustinETT may recover possession of an integration of SELLER s goods supplied products into other systems or products, BUYER’s (co-)ownership of the product resulting from the integration shall automatically be transferred to SELLER pro rata the value of SELLER s product to the value of the merged/combined product (as invoiced).BUYER shall possess the products monies outstanding to which SELLER has(co- )ownership as bailee for SELLER free of charge. Products to which SELLER has(co-)ownership, hereinafter are called “retention-of-title-property“AustinETT.
5.3 BUYER is authorized f) Pending payment in full for the goods, the Purchaser must not
i) supply any of the goods to sell and process the retention-of-title-property any person outside of its ordinary or usual course of business;
(i) must not allow any person to have or acquire any security interest in the ordinary course goods; and
ii) must insure the goods for their full insurable or replacement value (whichever is the higher) with an insurer licensed or authorised to conduct the business of business as long as BUYER is not insurance in default the place where the buyer carries on business;
iii) Despite (b.) above, if the Purchaser supplies any of payment. BUYER shall retain title the goods to any person before all moneys payable by the retention-of-title-property until BUYER has Purchaser have been fully paid by its customer. BUYER is not authorized to pledge or transfer the property by way of security. BUYER hereby assigns to SELLER in advance BUYER s claim for the purchase price against its customer or claims for any other reason (insurance, tort) concerning the retention-of-title-property (including the claim for the balance from cur-rent accounts), as security. ▇▇▇▇▇▇ hereby authorizes BUYER, which authorization can be withdrawn at any time, to collect such claims that are assigned to SELLER on SELLER s behalf but in BUYER s name. This authority to collect claims can only be withdrawn in case BUYER does not correctly meet its payment obligations. In case BUYER sells the retention-of-title-property together with other productsAustinETT, the assignment shall only comprise Purchaser agrees that:
(1) it holds the part proceeds of re-supply of the total claim which corresponds to goods on trust for and as agent for AustinETT immediately when they are receivable or are received; and
(2) it must either pay the purchase price for the products in question as agreed upon between BUYER and SELLER plus 20 % thereof.
5.4 If the retention-of-title-property is attached or levied upon, the BUYER shall inform such third party of SELLER s property and shall immediately inform SELLER thereof, submitting all documents. BUYER shall bear all cost and damages.
5.5 In case BUYER is in default of meeting its obligations to SELLER, SELLER is entitled, without prejudice to SELLER s rights under law, to request the return amount of the retentionproceeds of re- supply to AustinETT immediately when they are received or pay those proceeds into an account with a bank or a financial institution or deposit-of-title-property, to dispose of it in order to pay from the proceeds thereof due and payable claims against BUYER and, the case arising, to request the assignment of claims of BUYER against third parties. In such case, BUYER shall grant SELLER or our designate immediate access to the retention-of-title- property and shall deliver it to SELLER. Neither the return nor our request of return nor our attachment of the products shall be deemed cancellation of the Contracttaking institution as trustee for AustinETT.
5.6 SELLER is entitled to adequately insure the retention-of-title-property at BUYER’s expense until title has fully passed to BUYER.
5.7 BUYER shall cooperate in all measures which are necessary or beneficial for the validity or enforceability of SELLER s title retention claim abroad. In case SELLER delivers into countries in which the retention of title clause of this paragraph does not have the same effect as in the Federal Republic of Germany, BUYER shall do everything in his power to provide SELLER with other means of security of similar value.
Appears in 1 contract
Sources: General Terms and Conditions of Sale
Retention of Title. 5.1 SELLER is granted 7.1 Whilst the following security until BUYER Proposals deal with the claims of all Creditors, certain Creditors may have retention of title rights with respect to goods supplied. The Proposals are without prejudice to these rights, which will be dealt with as set out hereunder.
7.2 Any Creditor or other party (hereinafter collectively referred to as Claimants and each a Claimant) which claims that it has satisfied all of its obligations arising out validly retained title to goods in the possession of the Contract: If Company at the date of the hearing, pursuant to Section 541 of the Act with respect to these Proposals, which it claims it is entitled to exercise with regard to a debt incurred to the Company prior to the Petition Date, shall notify the Company of such claim by post, addressed to the Company Secretary, within 7 days after the Effective Date, regardless of whether a claim has previously been made. Failure to notify such claim within that time shall result in the Claimant (to the extent that its claim is admitted pursuant to these Proposals) being treated as an Unsecured Creditor and surrendering its claim to retention of title.
7.3 Where a Claimant submits such retention of title claim, that claim shall be determined to the extent applicable as closely as possible to the manner set out in clause 6 above. If, under that procedure, the Company agrees, or the Expert determines that the Claimant had retained title to the goods supplied, provided the Claimant's monetary claim is admitted pursuant to these Proposals, that Claimant may elect to exercise its rights pursuant to its retention of title clause. Where a party is both an Unagreed Creditor wishing to be admitted in respect of a monetary sum and is seeking to make a retention of title claim, both adjudication processes (under clause 6) shall take place simultaneously.
7.4 On notification that a Claimant elects to exercise its retention of title rights, it shall be at the discretion of the Company as to whether the Claimant receives an amount equal to the value of those goods, which the security granted Company holds subject to SELLER constantly exceeds the total amount retention of SELLER s claims against BUYER title clause, or the return of its goods. Such payment shall be made or, if applicable, the goods may be returned within 30 days after agreement or determination by more than 20 %the Expert.
7.5 Where goods are returned, then upon BUYER’s request SELLER the Claimant shall reduce the security accordinglyissue a credit note, insofar dated as a partial reduction of the security is possible without giving up Petition Date, for the security entirely.
5.2 SELLER retains title to all products until products are fully paid. Incase SELLER loses title be-cause of an integration of SELLER s supplied products into other systems or products, BUYER’s (co-)ownership full value of the product resulting from goods returned. In the integration shall automatically be transferred to SELLER pro rata event that an agreement is not reached between the value of SELLER s product Company and the Claimant as to the value of the merged/combined product (as invoiced).BUYER goods returned, the Expert shall possess the products to which SELLER has(co- )ownership as bailee for SELLER free of charge. Products to which SELLER has(co-)ownership, hereinafter are called “retention-of-title-property“determine such value.
5.3 BUYER is authorized 7.6 Any Claimant who recovers goods pursuant to sell and process this clause 12 shall on the retention-of-title-property in the ordinary course of business as long as BUYER is not in default of payment. BUYER shall retain title due date for payment pursuant to the retention-of-title-property until BUYER has been fully paid by its customer. BUYER is not authorized Proposals receive a dividend as an Unsecured Creditor with respect to pledge or transfer the property by way of security. BUYER hereby assigns to SELLER in advance BUYER s claim for the purchase price against its customer or claims for any other reason (insurance, tort) concerning the retention-of-title-property (including the claim for the balance from cur-rent accounts), as security. ▇▇▇▇▇▇ hereby authorizes BUYER, which authorization can be withdrawn at any time, to collect such claims that are assigned to SELLER on SELLER s behalf but in BUYER s name. This authority to collect claims can only be withdrawn in case BUYER does not correctly meet of its payment obligations. In case BUYER sells the retention-of-title-property together with other products, the assignment shall only comprise the part Agreed Debt after deduction of the total claim which corresponds to value of the purchase price for the products in question as agreed upon between BUYER and SELLER plus 20 % thereofgoods returned.
5.4 If 7.7 The date of agreement or determination by the retention-of-title-property is attached or levied upon, the BUYER shall inform such third party of SELLER s property and shall immediately inform SELLER thereof, submitting all documents. BUYER shall bear all cost and damages.
5.5 In case BUYER is in default of meeting its obligations to SELLER, SELLER is entitled, without prejudice to SELLER s rights under law, to request the return of the retention-of-title-property, to dispose of it in order to pay from the proceeds thereof due and payable claims against BUYER and, the case arising, to request the assignment of claims of BUYER against third parties. In such case, BUYER shall grant SELLER or our designate immediate access to the retention-of-title- property and shall deliver it to SELLER. Neither the return nor our request of return nor our attachment of the products Expert shall be deemed cancellation of to be the ContractDetermination Date.
5.6 SELLER is entitled to adequately insure the retention-of-title-property at BUYER’s expense until title has fully passed to BUYER.
5.7 BUYER shall cooperate in all measures which are necessary or beneficial for the validity or enforceability of SELLER s title retention claim abroad. In case SELLER delivers into countries in which the retention of title clause of this paragraph does not have the same effect as in the Federal Republic of Germany, BUYER shall do everything in his power to provide SELLER with other means of security of similar value.
Appears in 1 contract
Sources: Investment Agreement
Retention of Title. 5.1 SELLER is granted The Goods shall remain the following security property of Fluid until BUYER has satisfied all of its obligations disputes arising out of the Contract: If Contract or in connection with the value of the security granted to SELLER constantly exceeds the total amount of SELLER s claims against BUYER by more than 20 %, then upon BUYER’s request SELLER shall reduce the security accordingly, insofar as a partial reduction of the security is possible without giving up the security entirelybusiness relationship have been fully settled.
5.2 SELLER retains title to In circumstances where the Goods remain Fluid’ property, all products until products machining and processing (as well as its connection with other equipment) by the Buyer or a third party is for the benefit of Fluid. Where the Goods are fully paid. Incase SELLER loses title beno longer readily identifiable, Fluid shall have co-cause of an integration of SELLER s supplied products into other systems or products, BUYER’s (co-)ownership of ownership in the product resulting from the integration shall automatically be transferred to SELLER pro rata the value of SELLER s product new processed items up to the value of the merged/combined product (as invoiced).BUYER shall possess the products to which SELLER has(co- )ownership as bailee for SELLER free of charge. Products to which SELLER has(co-)ownership, hereinafter are called “retention-of-title-property“Goods delivered by Fluid.
5.3 BUYER is authorized Fluid agrees to sell and process the retentionre-of-title-property in sale of the ordinary Goods by the Buyer within the regular course of business as long as BUYER is not in default of payment. BUYER shall retain title to the retention-of-title-property until BUYER has been fully paid by its customer. BUYER is not authorized to pledge or transfer the property by way of security. BUYER hereby assigns to SELLER in advance BUYER s claim for the purchase price against its customer or claims for any other reason (insurance, tort) concerning the retention-of-title-property (including the claim for the balance from cur-rent accounts), as security. ▇▇▇▇▇▇ 's business, revocable and subject to the provisions of clause 5.8. Any property of Fluid under this clause 5 shall not become subject to any lien or encumbrance. Buyer hereby authorizes BUYERassigns to Fluid as security all claims it may have against any third party arising out of or in connection with any re-sale of the Goods supplied by Fluid. Subject to revocation by ▇▇▇▇▇, which authorization can be withdrawn at any time, the Buyer is entitled and obligated to collect such claims that are assigned to SELLER on SELLER s behalf but payment for any re-sale. If the Buyer in BUYER s name. This any re-sale contract discontinues payment, the Buyer’s authority to collect claims can only be withdrawn in case BUYER does not correctly meet its payment obligations. In case BUYER sells the retention-of-title-property together with other products, the assignment shall only comprise the part of the total claim which corresponds to the purchase price for the products in question as agreed upon between BUYER terminates immediately and SELLER plus 20 % thereofautomatically.
5.4 If At the retentionrequest of the Buyer, ▇▇▇▇▇ will release the securities to which it is entitled according to the aforementioned clauses upon full and complete payment for any re-of-title-property is attached or levied upon, sale of the BUYER shall inform such third party of SELLER s property and shall immediately inform SELLER thereof, submitting all documents. BUYER shall bear all cost and damagesGoods.
5.5 In case BUYER The Buyer is in default of meeting its obligations required to SELLER, SELLER is entitled, without prejudice to SELLER s rights under law, to request the return of the retention-of-title-carefully store Fluid property, to dispose of keep it in order good technical condition and to pay ensure that any necessary repairs will be carried out promptly. Except in cases of emergency, any property for which the title is retained shall be repaired by Fluid.
5.6 The Buyer shall keep the Goods insured at its cost against all relevant risks with the agreement that Fluid will be entitled to all rights under such insurance. The insurance policy settlements and payments shall be submitted to Fluid upon request.
5.7 In case of attachment or other instances of impairment of Fluid’ rights hereunder, ▇▇▇▇▇ shall notify Fluid in writing immediately. If the Buyer fails to comply with its payment and insurance obligations or other obligations resulting from the proceeds thereof due and payable claims against BUYER andretention of title, the case arising, to request including the assignment of claims claims, if ▇▇▇▇▇ receives notification from the underwriter about ▇▇▇▇▇'s default as provided for in the policy, if the Buyer discontinues payments or files for insolvency, any outstanding payment shall become due immediately. Any power of BUYER against third partiesre- sale the Buyer has according to clause 5.3 above shall be deemed terminated. If the outstanding payment cannot be paid immediately, the Buyer forfeits his right to use Fluid property. In such case, BUYER and if the Buyer stops payments or files for insolvency, Fluid shall grant SELLER be entitled after giving reminder with a 14-day period of grace, to take back the Goods delivered and the Buyer shall have the obligations to surrender them upon request. In taking so possession of any of its property in which third parties may also have co-ownership rights, Fluid will act also in the name of the co-owners. All costs incurred arising out of or our designate immediate access in connection with this clause 5 shall borne by the Buyer. Fluid shall, if applicable with the consent of co-owners, be entitled, regardless of the payment obligations of the Buyer, to dispose of the Goods or processed items by private sale or public auction. The proceeds of such sale or auction shall, after deduction of costs and claims by ▇▇▇▇▇ and third parties, be paid to the retention-of-title- property and shall deliver it to SELLER. Neither the return nor our request of return nor our attachment of the products shall be deemed cancellation of the ContractBuyer.
5.6 SELLER 5.8 If retention of title is not permissible in the country in which the Goods are kept, but a seller may reserve other rights in the Goods, Fluid will be entitled to adequately insure the retention-of-title-property exercise all such rights or remedies. The Buyer shall, at BUYERBuyer’s expense until title has fully passed expense, undertake all such action as is necessary to BUYER.
5.7 BUYER shall cooperate in all measures which are necessary or beneficial for the validity or enforceability of SELLER s title retention claim abroad. In case SELLER delivers into countries in which render effective and maintain the retention of title clause of this paragraph does not have or in lieu thereof, any other rights to the same effect as in the Federal Republic of Germany, BUYER shall do everything in his power to provide SELLER with other means of security of similar valueGoods.
Appears in 1 contract
Sources: General Conditions of Sale
Retention of Title. 5.1 SELLER VDL Castings reserves right of title to the Parts delivered until all payment obligations of the Customer with regard to the Parts delivered are fulfilled. For deliveries in Germany, VDL Castings and the Customer hereby agree to the exclusive application of German law with regard to (the agreement of) retention of title rights:
a. VDL Castings retains the ownership of the delivered Parts as security for all claims to which it is granted entitled under the following security present and future business relationship until BUYER has satisfied all claims against the Customer (and its group companies) have been settled, however the Parts are at the Customer's risk and expense;
b. VDL Castings’ ownership shall extend to any new object manufactured by processing the delivered Parts. The Customer shall manufacture the new object for VDL Castings’ to the exclusion of its obligations arising out own acquisition of ownership and shall keep it in safe custody for VDL Castings. This shall not give rise to any claims against VDL Castings;
c. If VDL Castings’ delivered Parts are processed with goods of other suppliers whose ownership rights also continue in the new object, VDL Castings shall acquire co-ownership in the new object together with these other suppliers - to the exclusion of the Contract: If Customer's acquisition of co- ownership - whereby VDL Castings' co-ownership share corresponds to the ratio of the invoice value of the security granted delivered Parts to SELLER constantly exceeds the total invoice value of all co-processed reserved goods;
d. The Customer hereby assigns to VDL Castings - as security - his claims from the sale of the delivered and in the future to be delivered Parts, together with all ancillary rights, to the extent of VDL Casting's share of ownership;
e. In the event of processing within the framework of a contract for works and/or services, the claim for payment of these works and services up to the amount of SELLER s claims against BUYER by more than 20 %the proportionate amount VDL Castings' invoice for the (co- processed) delivered Parts shall be assigned to VDL Castings here and now;
f. As long as the Customer duly fulfils his obligations arising from the business relationship with VDL Castings, then upon BUYER’s request SELLER shall reduce the security accordingly, insofar as a partial reduction he may dispose of the security is possible without giving up the security entirely.
5.2 SELLER retains title to all products until products are fully paid. Incase SELLER loses title be-cause of an integration of SELLER s supplied products into other systems or products, BUYER’s (co-)ownership of the product resulting from the integration shall automatically be transferred to SELLER pro rata the value of SELLER s product to the value of the merged/combined product (as invoiced).BUYER shall possess the products to which SELLER has(co- )ownership as bailee for SELLER free of charge. Products to which SELLER has(co-)ownership, hereinafter are called “retention-of-title-property“.
5.3 BUYER is authorized to sell and process the retention-of-title-property Parts owned by VDL Castings in the ordinary course of his business and collect the claims assigned to VDL himself;
g. In the event of default in payment or justified doubts as long as BUYER is not in default of payment. BUYER shall retain title to the retention-of-solvency or creditworthiness of the Customer, VDL Castings shall be entitled to collect the assigned claims and take back the Parts subject to retention of title-property until BUYER has been fully paid ;
h. Payments by its customer. BUYER is not authorized to pledge or transfer the property by way of security. BUYER hereby assigns to SELLER in advance BUYER s claim for the purchase price against its customer or claims for any other reason (insurance, tort) concerning the retention-of-title-property (including the claim for the balance from cur-rent accounts), as security. ▇▇cheque/▇▇▇▇ hereby authorizes BUYER, which authorization can be withdrawn at any time, to collect such claims that are assigned to SELLER on SELLER s behalf but in BUYER s name. This authority to collect claims can only be withdrawn in case BUYER does of exchange shall not correctly meet its payment obligations. In case BUYER sells the retention-of-title-property together with other products, the assignment shall only comprise the part of the total claim which corresponds to the purchase price for the products in question as agreed upon between BUYER and SELLER plus 20 % thereof.
5.4 If the retention-of-title-property is attached or levied upon, the BUYER shall inform such third party of SELLER s property and shall immediately inform SELLER thereof, submitting all documents. BUYER shall bear all cost and damages.
5.5 In case BUYER is in default of meeting its obligations to SELLER, SELLER is entitled, without prejudice to SELLER s rights under law, to request the return of the retention-of-title-property, to dispose of it in order to pay from the proceeds thereof due and payable claims against BUYER and, the case arising, to request the assignment of claims of BUYER against third parties. In such case, BUYER shall grant SELLER or our designate immediate access to the retention-of-title- property and shall deliver it to SELLER. Neither the return nor our request of return nor our attachment of the products shall be deemed cancellation of to have been made until the Contractbills have been honoured by the Customer.
5.6 SELLER is entitled to adequately insure the retention-of-title-property at BUYER’s expense until title has fully passed to BUYER.
5.7 BUYER shall cooperate in all measures which are necessary or beneficial for the validity or enforceability of SELLER s title retention claim abroad. In case SELLER delivers into countries in which the retention of title clause of this paragraph does not have the same effect as in the Federal Republic of Germany, BUYER shall do everything in his power to provide SELLER with other means of security of similar value.
Appears in 1 contract
Sources: General Terms and Conditions
Retention of Title. 5.1 SELLER 6.1 Without prejudice to the transfer of risk pursuant to Article 4, DVIZE shall retain ownership of all Products delivered to the Buyer until all amounts due in connection with the Agreement have been paid in full, which amounts shall include all interest and costs to which DVIZE is entitled in connection with one or more failures by the Buyer to comply with the Agreement in a timely manner or in full.
6.2 During the period of retention of title, the Buyer shall not be entitled to pledge the Products or to encumber them with any right in favour of a third party. The Buyer is entitled to sell the Products within the framework of its normal business opera- tions, but is obliged, when selling the Products, to agree with its customers on a retention of title substantially similar to that provided for in this Article 6, for a period no shorter than the period during which the Buyer has not fully met its payment obligations to DVIZE. This right to sell the Products still subject to the retention of title shall expire by operation of law if the Purchaser's assets are seized, if he is granted a suspension of payments, if his bankruptcy is filed for or pronounced, or if the following security until BUYER has satisfied all of its obligations arising out Purchaser reaches an arrangement with his creditors.
6.3 The Buyer shall take reasonable care of the Contract: Products for the duration of the retention of title.
6.4 If the value of Buyer fails to fulfil its payment and/or other obligations towards DVIZE under the security granted Agreement, or if DVIZE has good reason to SELLER constantly exceeds believe that the total amount of SELLER s claims against BUYER by more than 20 %Buyer will not fulfil these obligations in connection with the Products already delivered but not paid for, then upon BUYER’s request SELLER or if third parties claim rights in connection with such un- paid Products, DVIZE shall reduce have the security accordinglyright to repossess the Products and to repossess them, insofar as a partial reduction of the security is possible without giving up the security entirely.
5.2 SELLER retains title to all products until products are fully paid. Incase SELLER loses title be-cause of an integration of SELLER s supplied products into other systems either temporarily or products, BUYER’s (co-)ownership of the product resulting from the integration shall automatically be transferred to SELLER pro rata the value of SELLER s product to the value of the merged/combined product (as invoiced).BUYER shall possess the products to which SELLER has(co- )ownership as bailee for SELLER free of charge. Products to which SELLER has(co-)ownership, hereinafter are called “retention-of-title-property“.
5.3 BUYER is authorized to sell and process the retention-of-title-property in the ordinary course of business as long as BUYER is not in default of payment. BUYER shall retain title to the retention-of-title-property until BUYER has been fully paid by its customer. BUYER is not authorized to pledge or transfer the property by way of security. BUYER hereby assigns to SELLER in advance BUYER s claim for the purchase price against its customer or claims for any other reason (insurance, tort) concerning the retention-of-title-property (including the claim for the balance from cur-rent accounts), as security. ▇▇▇▇▇▇ hereby authorizes BUYER▇- ently. Without prejudice to the general nature of the foregoing, which authorization can be withdrawn at any timeDVIZE shall have this right if the Purchaser's assets are seized, if he is granted a suspension of payments, if his bankruptcy is filed for or pronounced, or if the Purchaser reaches an arrange - ment with his creditors.
6.5 If a third party claims a right in connection with the Products delivered by DVIZE to collect such claims that are assigned to SELLER on SELLER s behalf the Buyer but in BUYER s name. This authority to collect claims can only be withdrawn in case BUYER does not correctly meet its payment obligations. In case BUYER sells the retention-of-title-property together with other productsyet paid, the assignment Buyer is obliged to inform DVIZE thereof within twenty-four (24) hours after he becomes aware of it.
6.6 The costs of repossession, including transport and storage costs, shall only comprise be borne by the part Buyer.
6.7 After DVIZE has regained possession of the total claim which corresponds Products, it has the right but not the obligation to sell the purchase price for Products to a third party, on the products in question as agreed upon between BUYER and SELLER plus 20 % thereof.
5.4 If understanding that the retention-of-title-property is attached or levied uponfair market value or, if lower, the BUYER shall inform such third party sales proceeds of SELLER s property and shall immediately inform SELLER thereof, submitting all documents. BUYER shall bear all cost and damages.
5.5 In case BUYER is in default of meeting its obligations to SELLER, SELLER is entitledthose Products (minus related sales costs) will be deducted from the amounts owed by the Buyer, without prejudice to SELLER s DVIZE's right to full compensation for the damage caused by the Buyer's default.
6.8 For the exercise of DVIZE's rights under law, to request the return of the retention-of-title-property, to dispose of it in order to pay from the proceeds thereof due and payable claims against BUYER andthis Article 6, the case arisingBuy- er grants DVIZE an irrevocable authorisation to enter the premises on which these goods are stored. The Buyer is ob- liged to provide all cooperation, to request the assignment under penalty of claims an immedi- ately payable fine of BUYER against third parties. In such case, BUYER shall grant SELLER or our designate immediate access to the retention-of-title- property and shall deliver it to SELLER. Neither the return nor our request of return nor our attachment of the products shall be deemed cancellation of the ContractEUR 5,000 per day.
5.6 SELLER 6.9 The Buyer is entitled obliged to adequately insure the retention-of-title-property Products against fire, explosions, water damage and theft for as long as the ownership is reserved by DVIZE, and to make the insurance policies available for inspection at BUYER’s expense until title has fully passed to BUYERDVIZE's first request.
5.7 BUYER shall cooperate in all measures which are necessary or beneficial for the validity or enforceability of SELLER s title retention claim abroad. In case SELLER delivers into countries in which the retention of title clause of this paragraph does not have the same effect as in the Federal Republic of Germany, BUYER shall do everything in his power to provide SELLER with other means of security of similar value.
Appears in 1 contract
Retention of Title. 5.1 SELLER is granted (a) Title to the following security Goods supplied by the Binder Group to the Customer shall remain with the Binder Group until BUYER has satisfied all of its obligations arising out of the Contract: If the value of the security granted to SELLER constantly exceeds the total amount of SELLER s claims against BUYER by more than 20 %, then upon BUYER’s request SELLER shall reduce the security accordingly, insofar as a partial reduction due in respect of the security is possible without giving up Goods and all monies owing to the security entirelyBinder Group have been paid in full (the "Debts").
5.2 SELLER retains title (b) The Customer shall have the right to all products until products are fully paid. Incase SELLER loses title be-cause resell Goods, but only as fiduciary agent and trustee for the Binder Group by way of an integration of SELLER s supplied products into other systems or products, BUYER’s (co-)ownership of the product resulting from the integration shall automatically be transferred to SELLER pro rata the bona fide sale at full market value of SELLER s product to the value of the merged/combined product (as invoiced).BUYER shall possess the products to which SELLER has(co- )ownership as bailee for SELLER free of charge. Products to which SELLER has(co-)ownership, hereinafter are called “retention-of-title-property“.
5.3 BUYER is authorized to sell and process the retention-of-title-property in the ordinary course of business its business.
(c) Until all the Debts have been paid for in full:
(i) The Customer shall take custody of the Goods as long trustee, fiduciary agent and bailee for the Binder Group;
(ii) The Customer shall keep the Binder Group’s Goods separate from any other goods and properly marked stored, protected and insured.
(iii) The Customer must hold all of the Proceeds it receives (`Proceeds’):
(A) From sale of any property into which goods supplied by the Binder Group have been incorporated;
(B) For the sale of Goods including the Goods supplied by the Binder Group;
(C) As bailee, fiduciary agent and trustee for the Binder Group, but the Customer need not hold on trust any money exceeding the amount of the Debts at the time the money is received. Receipt by the Buyer of payment shall be treated as BUYER conclusive evidence that it has received Proceeds.
(iv) The Customer expressly acknowledges that it is bound by fiduciary obligation created in the preceding paragraph and acknowledges that:
(A) It must hold the Proceeds on trust for the Binder Group.
(B) It must place the whole of the Proceeds (where Proceeds are money) in an account separate from its own moneys (`the Proceeds Account’).
(C) It must maintain the Proceeds Account separate from its own moneys at all times.
(D) It must maintain proper records for the Proceeds Account.
(E) It must not assign or encumber any book debts arising from sales made in default circumstances set out in clauses 11(c)(iii) (a) and (b) or do any other acts in derogation of payment. BUYER shall retain title the Seller’s legal or beneficial interests.
(F) It must account to the retention-of-title-property until BUYER has been fully paid Binder Group on demand for all moneys standing to the credit of such account;
(G) The Binder Group may appropriate payments as it thinks fit, notwithstanding any contrary appropriation by its customer. BUYER is not authorized to pledge or transfer the property by way Customer;
(H) For the purposes of security. BUYER hereby assigns to SELLER in advance BUYER s claim for identification of different consignments of Goods purchased from the purchase price against its customer or claims for any other reason (insurance, tort) concerning the retention-of-title-property (including the claim for the balance from cur-rent accounts), as security. ▇▇▇▇▇▇ hereby authorizes BUYER, which authorization can be withdrawn at any time, to collect such claims that are assigned to SELLER on SELLER s behalf but in BUYER s name. This authority to collect claims can only be withdrawn in case BUYER does not correctly meet its payment obligations. In case BUYER sells the retention-of-title-property together with other productsBinder Group and receipt of Proceeds, the assignment Customer agrees that the principle of “Last In, First Out” shall only comprise the part of the total claim which corresponds be applied to the purchase price for the products in question as agreed upon between BUYER and SELLER plus 20 % thereofany items that cannot be distinguished.
5.4 If (I) The Binder Group may trace the retention-of-title-property is attached or levied upon, the BUYER shall inform such third party of SELLER s property and shall immediately inform SELLER thereof, submitting all documents. BUYER shall bear all cost and damagesProceeds in equity.
5.5 In case BUYER is in default of meeting its obligations to SELLER, SELLER is entitled, without prejudice to SELLER s rights under law, to request the return of the retention-of-title-property, to dispose of it in order to pay from the proceeds thereof due and payable claims against BUYER and, the case arising, to request the assignment of claims of BUYER against third parties. In such case, BUYER shall grant SELLER or our designate immediate access to the retention-of-title- property and shall deliver it to SELLER. Neither the return nor our request of return nor our attachment of the products shall be deemed cancellation of the Contract.
5.6 SELLER is entitled to adequately insure the retention-of-title-property at BUYER’s expense until title has fully passed to BUYER.
5.7 BUYER shall cooperate in all measures which are necessary or beneficial for the validity or enforceability of SELLER s title retention claim abroad. In case SELLER delivers into countries in which the retention of title clause of this paragraph does not have the same effect as in the Federal Republic of Germany, BUYER shall do everything in his power to provide SELLER with other means of security of similar value.
Appears in 1 contract
Sources: Terms of Trade
Retention of Title. 5.1 SELLER 7.1 The goods delivered by VACOM shall remain the property of VA- COM until all claims from the respective Delivery and/or Service Contract to which VACOM is granted entitled have been met (hereinafter „reserved goods“).
7.2 The retention of title also remains valid for any debts VACOM ac- quires later against the following security until BUYER has satisfied Customer in connection with the reserved goods, for example because of repairs, deliveries of spare parts or any other services.
7.3 The Customer shall store the reserved goods for VACOM at no char- ge. The Customer is also obliged, during the retention of title period, to keep the reserved goods in proper condition and to implement all of maintenance work and necessary repairs recommended by VA- COM without delay at its obligations arising out own expense.
7.4 Until settlement of the Contract: claims of VACOM mentioned above the re- served goods may not be resold, leased, lent or given away and not be handed to any third parties whosoever. Other disposal, in parti- cular the pledging or assignment as security of reserved goods, is not permitted without approval of VACOM in writing. If the value third parties take hold of the security granted reserved good, in particular by seizure or initiation of insolvency proceedings, the Customer has to SELLER constantly exceeds advise immediately of the total property of VACOM and also to inform VACOM to enable the assertion of the property rights.
7.5 Upon the combining and mixing of the reserved goods, VACOM ac- quires co-ownership in the new item in the proportion of the invoice amount of SELLER s claims against BUYER by more than 20 %, then upon BUYER’s request SELLER shall reduce the security accordingly, insofar as a partial reduction reserved goods to the other processed items at the time of processing.
7.6 During the duration of the security is possible without giving up Retention of Title, the security entirely.
5.2 SELLER retains title Customer shall be entitled to all products until products are fully paid. Incase SELLER loses title be-cause have and to hold and to use the reserved goods pro- vided that he fulfils his obligations under the Retention of an integration of SELLER s supplied products into other systems or products, BUYER’s (co-)ownership of Title in accordance with the product resulting from the integration shall automatically be transferred to SELLER pro rata the value of SELLER s product to the value of the merged/combined product (as invoiced).BUYER shall possess the products to which SELLER has(co- )ownership as bailee for SELLER free of charge. Products to which SELLER has(co-)ownership, hereinafter are called “retention-of-title-property“.
5.3 BUYER is authorized to sell Delivery and/or Service Contract and process the retention-of-title-property in the ordinary course of business as long as BUYER these Terms and is not in default of payment. BUYER shall retain title to the retention-of-title-property until BUYER has been fully paid by its customer. BUYER is not authorized to pledge or transfer the property by way of security. BUYER hereby assigns to SELLER in advance BUYER s claim for the purchase price against its customer or claims for any other reason (insurance, tort) concerning the retention-of-title-property (including the claim for the balance from cur-rent accounts), as security. ▇▇▇▇▇▇ hereby authorizes BUYER, which authorization can be withdrawn at any time, to collect such claims that are assigned to SELLER on SELLER s behalf but in BUYER s name. This authority to collect claims can only be withdrawn in case BUYER does not correctly meet its payment obligations. In case BUYER sells the retention-of-title-property together with other products, the assignment shall only comprise the part of the total claim which corresponds to the purchase price for the products in question as agreed upon between BUYER and SELLER plus 20 % thereof.
5.4 If 7.7 In the retention-of-title-property is attached event that the Customer fails to fulfill its obligations under the Retention of Title or levied upon, the BUYER shall inform such third party of SELLER s property and shall immediately inform SELLER thereof, submitting all documents. BUYER shall bear all cost and damages.
5.5 In case BUYER is should be in default of meeting its obligations to SELLERpayment, SELLER is entitled, without prejudice to SELLER s rights under law, to request the return of the retention-of-title-property, to dispose of it in order to pay from the proceeds thereof due and payable claims against BUYER and, the case arising, to request the assignment of claims of BUYER against third parties. In such case, BUYER shall grant SELLER or our designate immediate access to the retention-of-title- property and shall deliver it to SELLER. Neither the return nor our request of return nor our attachment of the products shall be deemed cancellation of the Contract.
5.6 SELLER VACOM is entitled to adequately insure demand the retention-of-title-property at BUYER’s expense until title surrender of the reserved goods once it has fully passed to BUYERrescinded from the Agreement. VACOM may utilize the reserved goods in the best possible way through private sale after setting an appropriate period.
5.7 BUYER shall cooperate 7.8 The costs of repossession and utilization of reserved goods are to be borne by the Customer.
7.9 VACOM undertakes to release the collateral security to which it is entitled to the extent that its value exceeds the debts to be secured, in all measures which so far as they are necessary or beneficial for the validity or enforceability of SELLER s title retention claim abroad. In case SELLER delivers into countries in which the retention of title clause of this paragraph does not have the same effect as in the Federal Republic of Germanyyet discharged, BUYER shall do everything in his power to provide SELLER with other means of security of similar valueby more than 10%.
Appears in 1 contract
Sources: General Terms and Conditions
Retention of Title. 5.1 SELLER is granted Title to the following membrane bundles supplied by Membrana shall remain with Membrana until the purchase price for such bundles has been paid in full. EIR may not pledge or give a security interest in bundles supplied by Membrana until BUYER the purchase price has satisfied all of its obligations arising out of the Contract: If the value of the security granted to SELLER constantly exceeds the total amount of SELLER s claims against BUYER by more than 20 %, then upon BUYER’s request SELLER shall reduce the security accordingly, insofar as a partial reduction of the security is possible without giving up the security entirelybeen paid in full.
5.2 SELLER retains title to all EIR may sell products until products are fully paid. Incase SELLER loses title be-cause of an integration of SELLER s supplied products into other systems or products, BUYER’s (co-)ownership of incorporating the product resulting from the integration shall automatically be transferred to SELLER pro rata the value of SELLER s product to the value of the merged/combined product (as invoiced).BUYER shall possess the products to which SELLER has(co- )ownership as bailee for SELLER free of charge. Products to which SELLER has(co-)ownership, hereinafter are called “retention-of-title-property“.
5.3 BUYER is authorized to sell and process the retention-of-title-property bundles in the ordinary course of its business as long as BUYER before payment has been made in full. EIR hereby assigns to Membrana all future rights and claims towards EIR's customers resulting from the sales of products incorporating Membrana bundles for which the purchase price has not yet been paid in full; provided that (a) EIR shall have no obligation to notify its customers of this assignment unless it is in payment default for a period of [**] following written notice from Membrana, and (b) Membrana agrees that it shall not exercise any rights against such customers until providing EIR [**] prior written notice of the payment default and its intent to recover against customers. Membrana shall exercise no rights against such customers in default the event payment is made within [**] of payment. BUYER shall retain title this notice.
5.3 EIR is entitled to collect the proceeds of products sold incorporating Membrana bundles, which proceeds shall, to the retention-extent of-title-property until BUYER , and in the event the purchase price therefore has not yet been fully paid by its customer. BUYER is not authorized to pledge or transfer the EIR, become ipso jure property of Membrana, and which shall be held by way EIR separately from other means of security. BUYER hereby assigns to SELLER payment for Membrana's benefit until payment in advance BUYER s claim for full of the purchase price against its customer or claims for any other reason (insurancehas been made. Thereafter, tort) concerning the retention-of-title-property (including the claim for the balance from cur-rent accounts), as security. ▇▇▇▇▇▇ hereby authorizes BUYER, which authorization can all rights of Membrana in such proceeds shall be withdrawn at any time, to collect such claims that are assigned to SELLER on SELLER s behalf but in BUYER s name. This authority to collect claims can only be withdrawn in case BUYER does not correctly meet its payment obligations. In case BUYER sells the retention-of-title-property together with other products, the assignment shall only comprise the part of the total claim which corresponds to the purchase price for the products in question as agreed upon between BUYER and SELLER plus 20 % thereofvoid.
5.4 If In the retention-of-title-property is attached or levied uponevent Membrana's retention of title loses its validity, EIR shall be obligated to grant Membrana, without delay, reasonable security for the BUYER shall inform such third party of SELLER s property and shall immediately inform SELLER thereof, submitting all documents. BUYER shall bear all cost and damagesbundles not yet paid for.
5.5 In case BUYER is in default EIR shall obtain commercially reasonable insurance for bundles subject to retention of meeting its obligations title to SELLERcover any loss of such bundles, SELLER is entitled, without prejudice to SELLER s rights under law, to request the return of the retention-of-title-property, to dispose of it in order to pay from the proceeds thereof due and payable claims against BUYER and, the case arising, to request the assignment of claims of BUYER against third parties. In such case, BUYER shall grant SELLER or our designate immediate access to the retention-of-title- property and shall deliver it to SELLER. Neither the return nor our request provide Membrana a certificate of return nor our attachment of the products shall be deemed cancellation of the Contractthis insurance coverage upon its request.
5.6 SELLER is entitled to adequately insure In the retention-of-title-property at BUYER’s expense until title has fully passed to BUYER.
5.7 BUYER shall cooperate in all measures which are necessary or beneficial event EIR does not pay for the validity bundles within [**] of written notice of a payment default, or enforceability if EIR becomes insolvent, EIR must, at the request of SELLER s title retention claim abroad. In case SELLER delivers into countries Membrana, surrender the bundles in which the its possession that are subject to retention of title clause to Membrana. The taking back of this paragraph goods subject to retention of title does not have constitute a termination of the same effect as in the Federal Republic of Germany, BUYER shall do everything in his power to provide SELLER with other means of security of similar valueAgreement.
Appears in 1 contract
Retention of Title. 5.1 SELLER is granted 7.1 Temposonics shall retain ownership in the following security goods supplied (“Secured Goods”) until BUYER has satisfied full payment of all current and future claims arising under the contract and from the business relationship with the Customer (“Secured Claims”). If Secured Claims are included in a current account, the retention of its obligations arising out of title shall attach to and safeguard the Contract: If the value of the security granted to SELLER constantly exceeds the total amount of SELLER s claims against BUYER by more than 20 %, then upon BUYER’s request SELLER shall reduce the security accordingly, insofar as a partial reduction of the security is possible without giving up the security entirelyfinal outstanding and agreed balance.
5.2 SELLER retains title to all products until products are fully paid. Incase SELLER loses title be-cause 7.2 The Customer shall store the Secured Goods with the care of an integration of SELLER s supplied products into other systems or products, BUYER’s (co-)ownership of the product resulting from the integration shall automatically be transferred to SELLER pro rata the value of SELLER s product to the value of the merged/combined product (as invoiced).BUYER shall possess the products to which SELLER has(co- )ownership as bailee for SELLER free of charge. Products to which SELLER has(co-)ownership, hereinafter are called “retention-of-title-property“a prudent businessman.
5.3 BUYER 7.3 The Customer is authorized permitted to sell and process and/or resell the retention-of-title-property Secured Goods in the ordinary course of business business, subject to the following provisions:
a) The retention of title applies also to products which are created by processing, mixing or combining the Secured Goods (“Products”), where Temposonics is considered the manufacturer. If the Secured Goods are processed, mixed or combined with goods of third parties, the retention of title applies to such Products proportional to the invoice value of the Secured Goods. Version 03.2025
b) The Customer already herewith assigns to Temposonics by way of security all receivables resulting from the resale of the Secured Goods and Products or, as long as BUYER applicable, all receivables resulting from the resale of the Secured Goods and Products in the amount of the possible co-ownership interest arising under section 7.3.a) 2nd sentence above (“Assigned Claims”). The Customer is not authorised to collect payment of the Assigned Claims. The above-mentioned authorisation to process and/or re-sell the Secured Goods and/or to accept payment of Assigned Claims can be revoked by Temposonics if the Customer is in default of payment. BUYER If the right to process and/or re-sell the Secured Goods and/or to accept payment of Assigned Claims is revoked, the Customer shall retain title provide Temposonics with all such information necessary to make use of the retention-of-title-property until BUYER has been fully paid by its customer. BUYER is not authorized Secured Goods, Products and/or Assigned Claims (“Securities”), to pledge provide the relevant documents and to notify the Customer’s debtors of the transfer to Temposonics of the Assigned Claims.
7.4 Securities must neither be pledged to third parties nor be assigned or transfer the property surrendered to third parties by way of security. BUYER hereby assigns security prior to SELLER in advance BUYER s claim for the purchase price against its customer or claims for any other reason (insurance, tort) concerning the retention-of-title-property (including the claim for the balance from cur-rent accounts), as security. ▇▇▇▇▇▇ hereby authorizes BUYER, which authorization can be withdrawn at any time, to collect such claims that are assigned to SELLER on SELLER s behalf but in BUYER s name. This authority to collect claims can only be withdrawn in case BUYER does not correctly meet its full payment obligations. In case BUYER sells the retention-of-title-property together with other products, the assignment shall only comprise the part of the total claim which corresponds Secured Claims or prior to the purchase price for respective Securities having been released. The Customer must notify Temposonics immediately of any interference by third parties with the products in question as agreed upon between BUYER and SELLER plus 20 % thereofSecurities.
5.4 7.5 If the retention-of-title-property is attached or levied upon, the BUYER shall inform such third party of SELLER s property and shall immediately inform SELLER thereof, submitting all documents. BUYER shall bear all cost and damages.
5.5 In case BUYER is in default of meeting its obligations to SELLER, SELLER is entitled, without prejudice to SELLER s rights under law, to request the return realisable value of the retention-of-title-property, to dispose of it in order to pay from Securities exceeds the proceeds thereof due and payable claims against BUYER and, the case arising, to request the assignment of claims of BUYER against third parties. In such case, BUYER shall grant SELLER or our designate immediate access to the retention-of-title- property and shall deliver it to SELLER. Neither the return nor our request of return nor our attachment value of the products shall be deemed cancellation of Secured Claims by more than 10%, Temposonics will at its own discretion release Securities upon the ContractCustomer’s request.
5.6 SELLER is entitled to adequately insure the retention-of-title-property at BUYER’s expense until title has fully passed to BUYER.
5.7 BUYER shall cooperate in all measures which are necessary or beneficial for the validity or enforceability of SELLER s title retention claim abroad. In case SELLER delivers into countries in which the retention of title clause of this paragraph does not have the same effect as in the Federal Republic of Germany, BUYER shall do everything in his power to provide SELLER with other means of security of similar value.
Appears in 1 contract
Sources: General Terms and Conditions
Retention of Title. 5.1 SELLER is granted the following security 7.1 Infinigate retains property, title and ownership to all Prod- ucts supplied to you, whether in their original form or in- corporated in or attached to another product, until BUYER has satisfied all receipt of its obligations arising out full payment in cleared funds by Infinigate from you of the Contract: If price for the value of the security granted Products and all related amounts owed, including (without limitation) future receivables and/or any amounts owed by you to SELLER constantly exceeds the total amount of SELLER s claims against BUYER by more than 20 %, then upon BUYER’s request SELLER shall reduce the security accordingly, insofar as a partial reduction of the security is possible without giving up the security entirelyInfinigate pursuant to para- graph 2.5.
5.2 SELLER retains title 7.2 (This paragraph 7.2 only applies where you are a re- seller. For the avoidance of doubt, where you are an end customer, you will not be permitted to all products until products are fully paidresell the Prod- ucts). Incase SELLER loses title be-cause of an integration of SELLER s supplied products into other systems or products, BUYER’s (co-)ownership of You may resell the product resulting from the integration shall automatically be transferred to SELLER pro rata the value of SELLER s product to the value of the merged/combined product (as invoiced).BUYER shall possess the products to which SELLER has(co- )ownership as bailee for SELLER free of charge. Products to which SELLER has(co-)ownership, hereinafter are called “retention-of-title-property“.
5.3 BUYER is authorized to sell and process the retention-of-title-property in the ordinary course of business as long as BUYER is not in default of payment. BUYER shall retain even if title to the retention-of-title-property Products has not passed to you. You must assign all future claims arising from the distribution and/or sale of such Products to Infinigate until BUYER full payment of all outstanding amounts for the relevant Products has been fully paid received from you by its customerInfinigate. BUYER You are authorised to collect any claim from the distribution and/or sale of any such Products even after assignment. Infinigate’s right to collect the claim itself remains unaf- fected. If any of the aforementioned is the case you are obliged to disclose to Infinigate, at Infinigate’s request, the names and addresses of your customers to which you sold the Products as well as the nature and scope of your existing claims against these customers. A copy of all related documents must be handed by you to Infi- nigate and you must also notify the purchasers of the as- signed Products of Infinigate’s right to claim any out- standing amounts from such purchasers.
7.3 You must not authorized to pledge or transfer the property by way ownership of security. BUYER hereby assigns to SELLER in advance BUYER s claim for the purchase price against its customer or claims for any other reason (insurance, tort) concerning the retention-of-title-property (including the claim for the balance from cur-rent accounts), as security. ▇▇▇▇▇▇ hereby authorizes BUYER, which authorization can be withdrawn at any time, to collect such claims that are assigned to SELLER on SELLER s behalf but in BUYER s name. This authority to collect claims can only be withdrawn in case BUYER does not correctly meet its payment obligations. In case BUYER sells the retention-of-title-property together with other products, the assignment shall only comprise the part of the total claim which corresponds to the purchase price for the products in question as agreed upon between BUYER and SELLER plus 20 % thereof.
5.4 If the retention-of-title-property is attached or levied upon, the BUYER shall inform such third party of SELLER s property and shall immediately inform SELLER thereof, submitting all documents. BUYER shall bear all cost and damages.
5.5 In case BUYER is in default of meeting its obligations to SELLER, SELLER is entitled, without prejudice to SELLER s rights under law, to request the return of the retention-of-title-property, to dispose of it in order to pay from the proceeds thereof due and payable claims against BUYER and, the case arising, to request the assignment of claims of BUYER against third parties. In such case, BUYER shall grant SELLER or our designate immediate access to the retention-of-title- property and shall deliver it to SELLER. Neither the return nor our request of return nor our attachment of the products shall be deemed cancellation of the Contract.
5.6 SELLER is entitled to adequately insure the retention-of-title-property at BUYER’s expense until Products where title has not fully passed to BUYERyou pursuant to para- graph 7.1. If you become subject to any of the events listed in paragraph 12.2, you will inform all relevant par- ties about Infinigate's ownership in such Products and notify Infinigate immediately in writing.
5.7 BUYER 7.4 You are obliged to treat the Products for which title has not passed pursuant to paragraph 7.1 with all reasonable care, in particular you are obliged to insure them (with a reputable insurer) at your own expense against fire, wa- ter and theft at replacement value. Products delivered for testing and demonstration purposes shall cooperate remain the property of Infinigate. You are obliged to handle the Products with proper care and store them in all measures which a manner to enable them to be identified and cross referenced to par- ticular invoices provided to you by Infinigate. You are necessary or beneficial for al- lowed to use such Products only within the validity or enforceability terms agreed.
7.5 Quotations, system analysis, project documents, draw- ings, samples, drafts and other documents of SELLER s title retention claim abroad. In case SELLER delivers into countries in which the retention of title clause of this paragraph does Infinigate provided to you before a contract is concluded, may not have the same effect as in the Federal Republic of Germanybe copied, BUYER shall do everything in his power used by you nor otherwise disclosed to provide SELLER with other means of security of similar valueany third party.
Appears in 1 contract
Sources: Reseller/Customer Agreement
Retention of Title. 5.1 SELLER is granted 4.1 We reserve the following security until BUYER has satisfied all of its obligations arising out of the Contract: If the value of the security granted to SELLER constantly exceeds the total amount of SELLER s claims against BUYER by more than 20 %, then upon BUYER’s request SELLER shall reduce the security accordingly, insofar as a partial reduction of the security is possible without giving up the security entirely.
5.2 SELLER retains legal and beneficial title to all products purchased goods until products we receive payment in full for all debts owed by you under all contracts entered between us at any given time. This also applies in cases where payment is due for certain requests made by you. If the retention of title is in connection to, and/or conflict with special prerequisites or legal formalities in your country, you are fully paid. Incase SELLER loses title be-cause of an integration of SELLER s supplied products into other systems or products, BUYER’s (co-)ownership required to notify us promptly and to ensure the fulfilment of the product resulting from requirements related thereto at your own expense.
4.2 Mixing, combining or processing of our products shall take place on behalf of us as the integration manufacturer, but without any obligation for us. If (joint) title is terminated due to mixing, combining or processing, it is agreed that we shall automatically be transferred acquire joint title to SELLER pro rata the value of SELLER s product new item in proportion to the value of the merged/combined product supplied by us compared with the other goods at the time of linkage, blending or processing. You have to store the new item(s) of which we have (as invoiced).BUYER shall possess the products joint) title for us at no charge to which SELLER has(co- )ownership as bailee for SELLER free of charge. Products to which SELLER has(co-)ownership, hereinafter are called “retention-of-title-property“ourselves.
5.3 BUYER is authorized 4.3 Authorized resellers are permitted to sell and process resell the retention-of-title-property goods in the ordinary course of ordinary business as long as BUYER is not unless revoked by us. We may revoke this right of resale if (a) you stop payment, (b) you are in default delay of payment, (c) if there are indications of deterioration of property, or (d) other circumstances after the conclusion of contract that lead us to reasonably believe that you will be in breach of the contract. BUYER shall retain title For goods in which we have (joint) title, you hereby assign to the retention-of-title-property until BUYER has been fully paid by its customer. BUYER is not authorized to pledge or transfer the property us by way of security. BUYER hereby assigns security all rights and proceeds arising from resale of the items delivered to SELLER in advance BUYER s claim for the purchase price against its customer third parties or claims for from any other reason (insurance, tort) concerning cause to the retention-of-title-property (including extent permitted in law in the claim for sum of the balance from cur-rent accounts), as securityinvoice value of the corresponding item. ▇▇▇▇▇▇ hereby authorizes BUYER, which authorization can be withdrawn at any time, On demand you are obliged to provide us with written proof of assignment. You are authorized to collect such the assigned claims that are assigned to SELLER on SELLER s behalf but against the third party in BUYER s the course of ordinary business in your name. This authority to collect claims can only collection authorization may be withdrawn in case BUYER does not correctly meet its payment obligationsrevoked by the same reasons as the right of resale. In case BUYER sells You must keep the retention-of-title-property together with other products, the assignment shall only comprise the part proceeds of the total claim which corresponds to the purchase price for the products sale in question as agreed upon between BUYER and SELLER plus 20 % thereofa separate, identifiable account until we have been paid in full.
5.4 If the retention-of-title-property is attached or levied upon, the BUYER shall inform such third party of SELLER s property and shall immediately inform SELLER thereof, submitting all documents. BUYER shall bear all cost and damages.
5.5 In case BUYER is in default of meeting its obligations to SELLER, SELLER is entitled, without prejudice to SELLER s rights under law, to request the return of the retention-of-title-property, to dispose of it in order to pay from the proceeds thereof due and payable claims against BUYER and, the case arising, to request the assignment of claims of BUYER against third parties. In such case, BUYER shall grant SELLER or our designate immediate access to the retention-of-title- property and shall deliver it to SELLER. Neither the return nor our request of return nor our attachment of the products shall be deemed cancellation of the Contract.
5.6 SELLER is entitled to adequately insure the retention-of-title-property at BUYER’s expense until title has fully passed to BUYER.
5.7 BUYER shall cooperate in all measures which are necessary or beneficial for the validity or enforceability of SELLER s title retention claim abroad. In case SELLER delivers into countries in which the retention of title clause of this paragraph does not have the same effect as in the Federal Republic of Germany, BUYER shall do everything in his power to provide SELLER with other means of security of similar value.
Appears in 1 contract
Sources: General Terms and Conditions
Retention of Title. 5.1 SELLER is granted 7.1 All Products delivered and yet to be delivered remain the following security exclusive property of SRG International until BUYER the Buyer has satisfied all of its obligations arising out paid everything he owes or will owe SRG International in connection with Products delivered or to be delivered by virtue of the Contract: If Agreement in full, including the value purchase price and any surcharges, interest, taxes and expenses owed pursuant to these Conditions or the Agreement.
7.2 As long as the ownership of the security granted to SELLER constantly exceeds the total amount of SELLER s claims against BUYER by more than 20 %, then upon BUYER’s request SELLER shall reduce the security accordingly, insofar as a partial reduction of the security is possible without giving up the security entirely.
5.2 SELLER retains title to all products until products are fully paid. Incase SELLER loses title be-cause of an integration of SELLER s supplied products into other systems or products, BUYER’s (co-)ownership of the product resulting from the integration shall automatically be transferred to SELLER pro rata the value of SELLER s product Products has not passed to the value of the merged/combined product (as invoiced).BUYER shall possess the products to which SELLER has(co- )ownership as bailee for SELLER free of charge. Products to which SELLER has(co-)ownershipBuyer, hereinafter are called “retention-of-title-property“.
5.3 BUYER is authorized to sell and process the retention-of-title-property in the ordinary course of business as long as BUYER he is not in default of payment. BUYER shall retain title to the retention-of-title-property until BUYER has been fully paid by its customer. BUYER is not authorized entitled to pledge or transfer have pledged the property by way of security. BUYER hereby assigns to SELLER in advance BUYER s claim for the purchase price against its customer Products or claims for grant or have granted any other reason (insurance, tort) concerning the retention-of-title-property (including the claim for the balance from cur-rent accounts), as security. ▇▇▇▇▇▇ hereby authorizes BUYER, which authorization can be withdrawn at any time, to collect such claims that are assigned to SELLER on SELLER s behalf but real right in BUYER s name. This authority to collect claims can only be withdrawn in case BUYER does not correctly meet its payment obligationsrespect of those Products. In case BUYER sells the retention-of-title-property together with other productsthat case, the assignment shall only comprise Buyer, on demand of SRG International, is obliged to cooperate in establishing a right of pledge on claims the part Buyer has or will have towards his buyers by virtue of the total claim which corresponds to onward supply of the purchase price for the products in question as agreed upon between BUYER and SELLER plus 20 % thereofProducts.
5.4 If 7.3 The Buyer has the retention-of-title-property is attached or levied uponright to sell the Products delivered that have not yet been paid, but only within the BUYER shall inform such third party context of SELLER s property and shall immediately inform SELLER thereofthe normal conduct of his business, submitting all documents. BUYER shall bear all cost and damagesunless SRG International has demanded in writing that the Buyer makes the Products delivered available to SRG International immediately.
5.5 In case BUYER 7.4 The Buyer is in default of meeting its obligations obliged to SELLER, SELLER is entitled, without prejudice store the Products delivered subject to SELLER s rights under law, to request the return of the retention-of-title-property, to dispose of it in order to pay from the proceeds thereof due and payable claims against BUYER and, the case arising, to request the assignment of claims of BUYER against third parties. In such case, BUYER shall grant SELLER or our designate immediate access to the retention-of-title- property and shall deliver it to SELLER. Neither the return nor our request of return nor our attachment of the products shall be deemed cancellation of the Contract.
5.6 SELLER is entitled to adequately insure the retention-of-title-property at BUYER’s expense until title has fully passed to BUYER.
5.7 BUYER shall cooperate in all measures which are necessary or beneficial for the validity or enforceability of SELLER s title retention claim abroad. In case SELLER delivers into countries in which the retention of title clause with good care and as the recognisable property of SRG International, to insure and keep them insured against all risks such as fire, explosion, damage and theft and to do anything that may reasonably be expected from him in order to secure the property rights of SRG International. In the event of any payments made by virtue of this paragraph does not have insurance, SRG International will be entitled to these insurance proceeds. On SRG International’s relevant demand, the Buyer will assign all rights in this respect against the insurers in question to SRG International.
7.5 All Products delivered by SRG International that are in the possession of the Buyer are always considered to be the same effect as those stated on the unpaid invoice, to the extent the number of Products currently in the possession of the Buyer by type and composition do not exceed the number of Products stated on the unpaid invoices.
7.6 If and as long as SRG International is the owner of the Products, the Buyer will immediately notify SRG International in writing when any part of the Products is lost or damaged or if the Products are attached and/or if the Products or any part thereof are otherwise claimed. Furthermore, the Buyer will, on SRG International’s demand, tell the latter where the Products owned by SRG International are located.
7.7 The Buyer is obliged to immediately notify SRG International in writing of the fact that third parties lay claim to what has been delivered by SRG International, insofar as this is not his property (yet), as well as in the Federal Republic case of Germanya (provisional) moratorium, BUYER shall do everything in (partial) attachment, insolvency, shut-down, liquidation or (partial) takeover of his power business or any similar status of the Buyer’s business, or if the Buyer dies, decides to provide SELLER with other means of security of similar valueassign his estate or is placed under guardianship.
Appears in 1 contract
Sources: General Terms and Conditions of Sale
Retention of Title. 5.1 SELLER is granted the following security until BUYER has satisfied all of its obligations arising out of the Contract: If the value of the security granted to SELLER constantly exceeds the total amount of SELLER s claims against BUYER by more than 20 %, then upon BUYER’s request SELLER shall reduce the security accordingly, insofar as a partial reduction of the security is possible without giving up the security entirely.
5.2 SELLER 11.1 The Seller retains title to the subjects of delivery (“Secured Goods”) until payment in full of all products until products are fully paid. Incase SELLER loses title be-cause of an integration of SELLER s supplied products into other systems or products, BUYER’s (co-)ownership cur- rent and future claims of the product resulting from Seller under the integration shall automatically be transferred to SELLER pro rata business relationship with the value of SELLER s product to the value of the merged/combined product (as invoiced).BUYER shall possess the products to which SELLER has(co- )ownership as bailee for SELLER free of charge. Products to which SELLER has(co-)ownershipCustomer, hereinafter are called “retentioninclud- ing outstanding current-of-title-property“account balances.
5.3 BUYER 11.2 The Customer shall treat the Secured Goods with care. The Customer shall insure them at its own expense against damage due to fire, water, and theft.
11.3 The Customer is authorized entitled to sell and process the retention-of-title-property Secured Goods in the ordinary course of business business. The Customer may not pledge the Secured Goods or assign them as long as BUYER is not in default of payment. BUYER shall retain title to the retention-of-title-property until BUYER has been fully paid by its customer. BUYER is not authorized to pledge or transfer the property by way of security. BUYER It is obligated to se- cure the Seller’s rights when selling the Secured Goods on credit terms. The Customer hereby assigns to SELLER in advance BUYER s claim the Seller to the full extent for the purchase price pur- pose of security its payment claims against its customer or customers from a resale of the Secured Goods, as well as those claims for of the Customer with re- spect to the Secured Goods that arise under any other reason legal basis against its customers or third parties (insurancein particular, tort) concerning the retentiontort claims and insurance claims), including all outstanding current-of-title-property (including the claim ac- count balances. The Seller hereby accepts such assignment. The Customer may collect for the balance from cur-rent accounts)Seller the claims assigned to the Seller for the Customer’s own account and in its own name, as securityprovided such authorization has not been revoked. ▇▇▇▇▇▇ hereby authorizes BUYER, which authorization can be withdrawn at any time, The Seller’s right to collect such claims that are assigned to SELLER on SELLER s behalf but in BUYER s nameitself is not affected by the foregoing. This authority to collect However, the Seller will not assert the claims can only be withdrawn in case BUYER does not correctly meet itself and refrain from revoking the collection authorization as long as the Customer is properly meeting its payment obligations. In case BUYER sells However, if the retention-of-title-property together with other products, the assignment shall only comprise the part Customer acts in contravention of the total claim which corresponds to the purchase price for the products contract – in question as agreed upon between BUYER and SELLER plus 20 % thereof.
5.4 If the retention-of-title-property is attached or levied uponparticular, the BUYER shall inform such third party of SELLER s property and shall immediately inform SELLER thereof, submitting all documents. BUYER shall bear all cost and damages.
5.5 In case BUYER if it is in default of meeting its obligations in making a payment – the Seller may demand that the Customer disclose to SELLERthe Seller the assigned claims and the respective debtors, SELLER is entitlednotify the re- spective debtors about the assignment, without prejudice to SELLER s rights under law, to request and fur- nish the return of the retention-of-title-property, to dispose of Seller with all documentation and infor- mation that it needs in order to pay from assert the proceeds thereof due and payable claims against BUYER claims.
11.4 The Customer must support the Seller in steps to secure and, if necessary, enforce the case arising, to request the assignment Seller’s retention of claims of BUYER against title. If third parties. In such case, BUYER shall grant SELLER or our designate immediate access parties assert rights to the retention-of-title- property and shall deliver it to SELLER. Neither subject of delivery or make a disposition concerning it, the return nor our request of return nor our attachment of Customer must promptly no- tify the products shall be deemed cancellation of the ContractSeller.
5.6 SELLER 11.5 If the Customer is in default in payment or oth- erwise in serious breach of contract, the Seller is entitled to adequately insure take back the retention-of-title-property at BUYER’s expense until title has fully passed to BUYERsubject of delivery. If the Seller takes back the subject of delivery or places a lien on it, same does not constitute re- scission of contract.
5.7 BUYER shall cooperate in all measures which are necessary or beneficial for the validity or enforceability of SELLER s title retention claim abroad. In case SELLER delivers into countries in which 11.6 If the retention of title clause of this paragraph does not have the same effect as in the Federal Republic aforementioned form is ineffective under the law of Germanythe destina- tion country, BUYER the Customer shall do everything in his power assist to provide SELLER with other means estab- lish a security right corresponding to the provi- sions of security of similar valueits country.
Appears in 1 contract
Sources: General Terms and Conditions of Sale
Retention of Title. 5.1 SELLER is granted the following security until BUYER has satisfied all 6.1 Risk of its obligations arising out damage or loss of the Contract: If Products shall pass to the value Buyer at the time of delivery in accordance with Incoterms.
6.2 Notwithstanding delivery and passing of the security granted risk of loss, the Products will remain the property of VICTREX until VICTREX receives payment in full (in cash or cleared funds) for the Products and any other goods or Services that VICTREX has supplied to SELLER constantly exceeds the total amount Buyer in respect of SELLER s claims against BUYER by more than 20 %which payment has become due, then upon BUYER’s request SELLER in which case title to the Products shall reduce pass at the security accordinglytime of payment of all such sums.
6.3 From delivery and until such time as title to the Products passes to the Buyer, insofar as a partial reduction the Buyer shall insure the Products for full value. The Buyer shall hold the proceeds of any claim on the insurance policy in trust for VICTREX and shall immediately account to VICTREX for any proceeds, and shall not be relieved of the security is possible without giving up full cost of such Products, notwithstanding the security entirelyamount received from any claim on Products.
5.2 SELLER retains 6.4 Until such time as the title to all products until products are fully paid. Incase SELLER loses title be-cause of an integration of SELLER s supplied products into other systems or productsthe Products passes to the Buyer, BUYERthe Buyer shall hold the Products as VICTREX’s (co-)ownership trustee and shall keep the Products separate from those of the product resulting from Buyer and third parties and properly stored, protected and insured and identified as VICTREX property, but shall be entitled to use (or where authorized by VICTREX in writing signed by an authorized agent in advance, resell) the integration shall automatically be transferred to SELLER pro rata the value of SELLER s product to the value of the merged/combined product (as invoiced).BUYER shall possess the products to which SELLER has(co- )ownership as bailee for SELLER free of charge. Products to which SELLER has(co-)ownership, hereinafter are called “retention-of-title-property“.
5.3 BUYER is authorized to sell and process the retention-of-title-property in the ordinary course of its business as long as BUYER is not in default which case all proceeds from such resale or use shall be held by the Buyer in trust for the benefit of payment. BUYER shall retain VICTREX until title to the retention-of-title-property until BUYER has Products passes to the Buyer.
6.5 Until such time as the title to the Products passes to the Buyer (and provided the Products are still in separate, identifiable existence and have not been fully paid resold), VICTREX shall be entitled at any time to require the Buyer to deliver up the Products to VICTREX, and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer if the Products are stored and repossess the Products all to the fullest extent permitted by its customer. BUYER is law, and where the Products are stored at the premises of a third party, the Buyer shall procure a right for VICTREX to enter such third party's premises to repossess the Products.
6.6 The Buyer shall not authorized be entitled to pledge pledge, grant a security interest in, or transfer the property charge by way of security. BUYER hereby assigns to SELLER in advance BUYER s claim for the purchase price against its customer or claims security for any other reason (insurance, tort) concerning the retention-of-title-property (including the claim for the balance from cur-rent accounts), as security. ▇▇▇▇▇▇ hereby authorizes BUYER, which authorization can be withdrawn at indebtedness any time, to collect such claims that are assigned to SELLER on SELLER s behalf but in BUYER s name. This authority to collect claims can only be withdrawn in case BUYER does not correctly meet its payment obligations. In case BUYER sells the retention-of-title-property together with other products, the assignment shall only comprise the part of the total claim Products which corresponds remain the property of VICTREX, and if the Buyer does so, all monies owing by the Buyer to the purchase price for the products in question as agreed upon between BUYER VICTREX shall become immediately due and SELLER plus 20 % thereof.
5.4 If the retention-of-title-property is attached or levied upon, the BUYER shall inform such third party of SELLER s property and shall immediately inform SELLER thereof, submitting all documents. BUYER shall bear all cost and damages.
5.5 In case BUYER is in default of meeting its obligations to SELLER, SELLER is entitledpayable, without prejudice to SELLER s rights under law, to request the return any other right or remedy of the retention-of-title-property, to dispose of it in order to pay from the proceeds thereof due and payable claims against BUYER and, the case arising, to request the assignment of claims of BUYER against third parties. In such case, BUYER shall grant SELLER or our designate immediate access to the retention-of-title- property and shall deliver it to SELLER. Neither the return nor our request of return nor our attachment of the products shall be deemed cancellation of the ContractVICTREX .
5.6 SELLER is entitled to adequately insure the retention-of-title-property at BUYER’s expense until title has fully passed to BUYER.
5.7 BUYER shall cooperate in all measures which are necessary or beneficial for the validity or enforceability of SELLER s title retention claim abroad. In case SELLER delivers into countries in which the retention of title clause of this paragraph does not have the same effect as in the Federal Republic of Germany, BUYER shall do everything in his power to provide SELLER with other means of security of similar value.
Appears in 1 contract
Sources: General Terms and Conditions of Sale
Retention of Title. 5.1 SELLER is granted a. The Work remains the following security Seller’s property until BUYER the Buyer has satisfied paid for it and discharged all of its obligations arising out of other debts owing to the Contract: Seller.
b. If the value Buyer becomes subject to Insolvency and the Work has not been paid for in full the Seller may take the goods back and, if necessary, enter the Buyer’s premises to do so, or to inspect and/or label the goods so as to identify them clear ly
c. If the Buyer shall sell the goods before they have been paid for in full he shall hold the proceeds of sale on trust for the security granted Seller in a separate account until any sum owing to SELLER constantly exceeds the total amount of SELLER s claims against BUYER by more than 20 %, then upon BUYER’s request SELLER shall reduce the security accordingly, insofar as a partial reduction of the security is possible without giving up the security entirelySeller has been discharged fr o m such proceeds.
5.2 SELLER retains title d. Where the Buyer is in breach of these Terms or performs any act of Bankruptcy or Insolvency the Seller reserves the right to all products until products are fully paidapproach the Buyer’s customer and to offer the Work directly to them, notwithstanding the fact that this will involve advising the Buyer’s customer that the Buyer is in breach or in default.
a. The Seller shall incur no liability for any errors not corrected by the Buyer where the Buyer has been provided with proofs. Incase SELLER loses title be-cause of an integration of SELLER s supplied products into other systems The Buyer’s alterations and additional proofs necessitated thereby shall be charged extra. When style, type or products, BUYER’s (co-)ownership of the product resulting from the integration shall automatically be transferred to SELLER pro rata the value of SELLER s product layout is left to the value of Seller’s judgment, changes therefrom made by the merged/combined product (as invoiced).BUYER Buyer shall possess the products to which SELLER has(co- )ownership as bailee for SELLER free of charge. Products to which SELLER has(co-)ownership, hereinafter are called “retention-of-title-property“be charged ex tra .
5.3 BUYER b. Where the Buyer specifically waives any requirement to examine proofs the Seller is authorized to sell indemnified by the Buyer against any and process the retention-of-title-property all errors in the ordinary course of business as long as BUYER is not finished Work
c. Colour proofs Due to differences in default of payment. BUYER shall retain title to equipment, paper, inks and other conditions between colour proofing and production runs, a reasonable variation in colour between colour proofs and the retention-of-title-property until BUYER has been fully paid by its customer. BUYER is not authorized to pledge or transfer the property by way of security. BUYER hereby assigns to SELLER completed job will be deemed acceptable unless otherwise agreed in advance BUYER s claim for the purchase price against its customer or claims for any other reason (insurance, tort) concerning the retention-of-title-property (including the claim for the balance from cur-rent accounts), as security. ▇▇▇▇▇▇ hereby authorizes BUYER, which authorization can be withdrawn at any time, to collect such claims that are assigned to SELLER on SELLER s behalf but in BUYER s name. This authority to collect claims can only be withdrawn in case BUYER does not correctly meet its payment obligations. In case BUYER sells the retention-of-title-property together with other products, the assignment shall only comprise the part of the total claim which corresponds to the purchase price for the products in question as agreed upon between BUYER and SELLER plus 20 % thereofwriting.
5.4 If d. Variations in quantity Every endeavor will be made to deliver the retention-of-title-property is attached correct quantity ordered, but estimates are conditional upon margins of 5 per cent for work being allowed for overs or levied upon, the BUYER shall inform such third party of SELLER s property and shall immediately inform SELLER thereof, submitting all documents. BUYER shall bear all cost and damages.
5.5 In case BUYER is in default of meeting its obligations to SELLER, SELLER is entitled, without prejudice to SELLER s rights under law, to request the return of the retention-of-title-property, to dispose of it in order to pay from the proceeds thereof due and payable claims against BUYER and, the case arising, to request the assignment of claims of BUYER against third parties. In such case, BUYER shall grant SELLER or our designate immediate access to the retention-of-title- property and shall deliver it to SELLER. Neither the return nor our request of return nor our attachment of the products shall be deemed cancellation of the Contract.
5.6 SELLER is entitled to adequately insure the retention-of-title-property at BUYER’s expense until title has fully passed to BUYER.
5.7 BUYER shall cooperate in all measures which are necessary or beneficial for the validity or enforceability of SELLER s title retention claim abroad. In case SELLER delivers into countries in which the retention of title clause of this paragraph does not have unders the same effect as to be charged or deducted, unless otherwise agreed in the Federal Republic of Germany, BUYER shall do everything in his power to provide SELLER with other means of security of similar valuewriting.
Appears in 1 contract
Sources: Standard Terms & Conditions
Retention of Title. 5.1 SELLER is granted 7.1 The Goods delivered by the following security until BUYER has satisfied all of its obligations arising out Supplier to the Buyer remains the sole and absolute property of the Contract: If Supplier as legal and equitable owner until all money due to the value of Supplier under this Agreement has been paid by the security granted to SELLER constantly exceeds Buyer, but the total amount of SELLER s claims against BUYER by more than 20 %, then upon BUYERGoods will be at the Buyer’s request SELLER shall reduce the security accordingly, insofar as a partial reduction of the security is possible without giving up the security entirely.
5.2 SELLER retains title to all products until products are fully paid. Incase SELLER loses title be-cause of an integration of SELLER s supplied products into other systems or products, BUYER’s (co-)ownership of the product resulting risk from the integration shall automatically be transferred time of delivery to SELLER pro rata it;
7.2 The Buyer acknowledges that it is in possession of all the value of SELLER s product to the value of the merged/combined product (as invoiced).BUYER shall possess the products to which SELLER has(co- )ownership Goods as bailee for SELLER free the Supplier under the terms of charge. Products this Agreement until such time as title in the Goods passes to the Buyer and that this bailment continues in relation to each item of the Goods until the Price has been paid in full;
7.3 The Buyer’s right to possession of the Goods will cease if it does anything or fails to do anything which SELLER has(co-)ownership, hereinafter are called “retention-of-title-property“would result in an Insolvency Event in relation to the Buyer including any act or omission which would entitle a receiver or any other person to take possession of any assets or which would entitle any person to present a petition for the winding up of the Buyer.
5.3 BUYER 7.4 The Supplier may for the purpose of examination or recovery of the Goods enter upon any premises where the Goods are located or where it is authorized reasonably thought to sell be located and process the retention-of-title-property Buyer agrees to indemnify the Supplier for any, cost, loss or damage incurred by the Supplier as a result of entry onto such premises;
7.5 The Buyer warrants that at the time of entering into this Agreement no Insolvency Event has occurred in relation to the Buyer and it and knows of no circumstances which would entitle any creditor to appoint a receiver or to petition for winding up or to exercise any other rights over or against its assets.
7.6 The Buyer acknowledges and agrees that, upon the commencement of the PPSA,:
(a) the provisions of this clause 7 constitute a Security Interest of the Supplier in the ordinary course of business as long as BUYER is not Goods;
(b) the Supplier’s costs and expenses incurred in default of payment. BUYER shall retain title to enforcing the retention-of-title-property until BUYER has been fully paid by its customer. BUYER is not authorized to pledge or transfer the property by way of security. BUYER hereby assigns to SELLER Security Interest in advance BUYER s claim for the purchase price against its customer or claims for any other reason (insurance, tort) concerning the retention-of-title-property (including the claim for the balance from cur-rent accounts), as security. ▇▇▇▇▇▇ hereby authorizes BUYER, which authorization can be withdrawn at any time, to collect such claims that are assigned to SELLER on SELLER s behalf but in BUYER s name. This authority to collect claims can only be withdrawn in case BUYER does not correctly meet its payment obligations. In case BUYER sells the retention-of-title-property together accordance with other products, the assignment shall only comprise the clause 3.4 form part of the total claim which corresponds Security Interest;
(c) the Supplier may Register its Security Interest in the Goods on the Personal Property Securities Register;
(d) the Buyer will do all such things and sign all such documentation as are reasonably required by the Supplier to Register the Security Interest; however, the Supplier will be responsible for the payment of any fee payable on the Registration of the Security Interest;
(e) the Buyer is not entitled to the purchase price for removal of the products Registration of the Security Interest from the Personal Property Securities Register, nor must the Buyer take any steps to remove the Registration of the Security Interest from the Personal Property Securities Register, until payment of the Price and any interest, costs and expenses payable to the Supplier in question as agreed upon between BUYER and SELLER plus 20 % thereof.accordance with clause 3.4 have been paid in full; and
5.4 If (f) unless requested to do so in writing by the retention-of-title-property is attached or levied uponBuyer, the BUYER shall inform such third party of SELLER s property and shall immediately inform SELLER thereof, submitting all documents. BUYER shall bear all cost and damages.
5.5 In case BUYER Supplier is in default of meeting its obligations not required to SELLER, SELLER is entitled, without prejudice to SELLER s rights under law, to request remove the return Registration of the retention-of-title-property, Security Interest in the Goods after title in the Goods has passed to dispose of it in order to pay from the proceeds thereof due and payable claims against BUYER andBuyer. If so requested, the case arising, Supplier agrees to request remove the assignment of claims of BUYER against third parties. In such case, BUYER shall grant SELLER or our designate immediate access to the retention-of-title- property and shall deliver it to SELLER. Neither the return nor our request of return nor our attachment of the products shall be deemed cancellation of the ContractRegistration within a reasonable time.
5.6 SELLER is entitled to adequately insure the retention-of-title-property at BUYER’s expense until title has fully passed to BUYER.
5.7 BUYER shall cooperate in all measures which are necessary or beneficial for the validity or enforceability of SELLER s title retention claim abroad. In case SELLER delivers into countries in which the retention of title clause of this paragraph does not have the same effect as in the Federal Republic of Germany, BUYER shall do everything in his power to provide SELLER with other means of security of similar value.
Appears in 1 contract
Sources: Supply Agreement
Retention of Title. 5.1 SELLER is granted 8.1 All delivered materials remain the following security Seller’s property until BUYER the Buyer has satisfied fulfilled all of its obligations arising from or related to the agreement by which the Seller has undertaken to deliver, including claims relating to penalties, interest and costs. Until that time, the Buyer is obliged to keep the items delivered by the Seller separated from other items, clearly marked as the Seller’s property, and to take out and maintain proper insurance in respect of the Contract: those items.
8.2 If the value Buyer fails to fulfil any obligation pursuant to paragraph 1 of this Article vis-à-vis the security granted Seller, or if there is reasonable ground to SELLER constantly exceeds fear that the total amount of SELLER s claims against BUYER by more than 20 %, then upon BUYER’s request SELLER shall reduce Buyer will not fulfil the security accordingly, insofar as a partial reduction of the security is possible without giving up the security entirely.
5.2 SELLER retains title to all products until products are fully paid. Incase SELLER loses title be-cause of an integration of SELLER s supplied products into other systems or products, BUYER’s (co-)ownership of the product resulting from the integration shall automatically be transferred to SELLER pro rata the value of SELLER s product to the value of the merged/combined product (as invoiced).BUYER shall possess the products to which SELLER has(co- )ownership as bailee for SELLER free of charge. Products to which SELLER has(co-)ownership, hereinafter are called “retention-of-title-property“.
5.3 BUYER is authorized to sell and process the retention-of-title-property in the ordinary course of business as long as BUYER is not in default of payment. BUYER shall retain title to the retention-of-title-property until BUYER has been fully paid by its customer. BUYER is not authorized to pledge or transfer the property by way of security. BUYER hereby assigns to SELLER in advance BUYER s claim for the purchase price against its customer or claims for any other reason (insurance, tort) concerning the retention-of-title-property (including the claim for the balance from cur-rent accounts), as security. ▇▇▇▇▇▇ hereby authorizes BUYER, which authorization can be withdrawn at any time, to collect such claims that are assigned to SELLER on SELLER s behalf but in BUYER s name. This authority to collect claims can only be withdrawn in case BUYER does not correctly meet its payment stated obligations. In case BUYER sells the retention-of-title-property together with other products, the assignment shall only comprise the part of the total claim which corresponds to the purchase price for the products in question as agreed upon between BUYER and SELLER plus 20 % thereof.
5.4 If the retention-of-title-property is attached or levied upon, the BUYER shall inform such third party of SELLER s property and shall immediately inform SELLER thereof, submitting all documents. BUYER shall bear all cost and damages.
5.5 In case BUYER is in default of meeting its obligations to SELLER, SELLER is Seller will be entitled, without prejudice to SELLER s rights under lawnotice of default, to request the return take immediate possession of the retention-of-title-propertydelivered items, regardless of their location. The costs of repossession will be payable by the Buyer.
8.3 As long as the above claims have not been satisfied, the Buyer will not be entitled to dispose of it the items concerned or to create a right of pledge or non-possessory pledge in order respect of those items. Buyer may not make such material permanently component of a (new) object beforehand either.
8.4 In the event Seller intends to pay from take possession of the proceeds thereof due delivered items as mentioned in clause 8.2, Buyer will permit and payable claims against BUYER and, the case arising, to request the assignment of claims of BUYER against allow Seller or its designated third parties. In such case, BUYER shall grant SELLER or our designate immediate parties access to the retentionpremises of Buyer and more in particular to all the buildings and rooms in which such items are stored, at all times. Buyer shall cooperate with Seller or the third party appointed by Seller so that such taking of possession can be carried out in the optimum conditions, it being agreed that Seller shall strive not to interfere unreasonably with Buyer’s business activities.
8.5 In the event that bankruptcy of Buyer is filed or declared, Buyer will immediately upon his appointment inform the curator (in charge of
8.6 When the Buyer has fulfilled all of its obligations vis-ofà-title- property and shall deliver it vis the Seller as referred to SELLER. Neither in paragraph 1 of this Article, the return nor our request of return nor our attachment Seller will provide the Buyer with the ownership of the products shall be deemed cancellation delivered items subject to a possible Seller’s right of pledge with respect to other claims that the Seller has against the Buyer. On demand, the Buyer will cooperate with the Seller in actions required within that scope. Such possible right of pledge is hereby expressly accepted by Buyer.
8.7 The Buyer has the obligation to take out liability insurance that covers, among other things, full or partial damage, loss or theft of the Contract.
5.6 SELLER delivered items. The Buyer is entitled obliged to adequately insure provide the retention-of-title-property at BUYER’s expense until title has fully passed to BUYER.
5.7 BUYER shall cooperate in all measures which are necessary or beneficial for Seller with a copy of the validity or enforceability of SELLER s title retention claim abroadrelevant insurance policy on demand. In general, Buyer will be obliged to take good care of the delivered items, in any case SELLER delivers into countries in which until the retention ownership has been transferred and any possible right of title clause of this paragraph does not have the same effect as in the Federal Republic of Germany, BUYER shall do everything in his power to provide SELLER with other means of security of similar valuepledge has lapsed.
Appears in 1 contract
Sources: General Conditions of Sale
Retention of Title. 5.1 SELLER is granted 11.1 All Products supplied by the following security until BUYER has satisfied all of its obligations arising out Vendor or due to be supplied by the Vendor remain the property of the Contract: If Vendor until the value Purchaser has fully complied with all its payment obligations towards the Vendor in respect of any Agreement concluded with the Vendor, including the purchase price, any consequences of these General Terms and Conditions, legal surcharges, interest, taxes, costs and damages as well as any claims including failure to comply with such an Agreement.
11.2 The Purchaser is obliged to keep any Products supplied under retention of title with due care and as recognisable property of the security granted to SELLER constantly exceeds Vendor. The Purchaser shall grant the total amount of SELLER s claims against BUYER by more than 20 %, then upon BUYER’s request SELLER shall reduce the security accordingly, insofar as a partial reduction of the security is possible without giving up the security entirely.
5.2 SELLER retains title to all products until products are fully paid. Incase SELLER loses title be-cause of an integration of SELLER s supplied products into other systems or products, BUYER’s (co-)ownership of the product resulting from the integration shall automatically be transferred to SELLER pro rata the value of SELLER s product Vendor free access to the value of Purchaser’s land and buildings at all times to inspect the merged/combined product (as invoiced).BUYER shall possess Products and/or exercise the products to which SELLER has(co- )ownership as bailee for SELLER free of charge. Products to which SELLER has(co-)ownership, hereinafter are called “retention-of-title-property“.
5.3 BUYER is authorized to sell and process the retention-of-title-property in the ordinary course of business as long as BUYER is not in default of payment. BUYER shall retain title to the retention-of-title-property until BUYER has been fully paid by its customer. BUYER is not authorized to pledge or transfer the property by way of security. BUYER hereby assigns to SELLER in advance BUYER s claim for the purchase price against its customer or claims for any other reason (insurance, tort) concerning the retention-of-title-property (including the claim for the balance from cur-rent accounts), as securityVendor’s rights. ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇.▇▇▇ hereby authorizes BUYER|
11.3 Prior to fulfilment of the Purchaser’s contractual obligations, which authorization can be withdrawn at any time, in other words before the moment when ownership is transferred from the Vendor to collect such claims that are assigned to SELLER on SELLER s behalf but in BUYER s name. This authority to collect claims can only be withdrawn in case BUYER does not correctly meet its payment obligations. In case BUYER sells the retention-of-title-property together with other productsPurchaser, the assignment shall Purchaser must not transfer these Products to third parties either in ownership or for use as security or any other encumbrance, and nor may they be placed in actual control of a third party.
11.4 The Purchaser is only comprise entitled to resell the Products delivered under retention of title if this is expressly authorised in writing by the Vendor, where it is a prerequisite that such a sale is part of the total claim which corresponds to the purchase price for the products in question as agreed upon between BUYER and SELLER plus 20 % thereofPurchaser’s normal business operations.
5.4 11.5 If the retention-of-title-property is attached or levied upon, the BUYER shall inform such third party of SELLER s property and shall immediately inform SELLER thereof, submitting all documents. BUYER shall bear all cost and damages.
5.5 In case BUYER is in default of meeting its obligations to SELLER, SELLER is entitled, without prejudice to SELLER s rights under law, to request the return of the retention-of-title-property, to dispose of it in order to pay from the proceeds thereof due and payable claims against BUYER and, the case arising, to request the assignment of claims of BUYER against third parties. In such case, BUYER shall grant SELLER or our designate immediate access to the retention-of-title- property and shall deliver it to SELLER. Neither the return nor our request of return nor our attachment of the products shall be deemed cancellation of the Contract.
5.6 SELLER Purchaser is entitled to adequately insure resell the retentionProducts before having fulfilled its contractual obligations to the Vendor, the Purchaser is required to either demand payment in cash from the third-of-title-property at BUYER’s expense until title has fully passed to BUYER.
5.7 BUYER shall cooperate in all measures which are necessary party purchaser, or beneficial for deliver the validity or enforceability of SELLER s title retention claim abroad. In case SELLER delivers into countries in which the Products under retention of title clause to the third- party purchaser, or otherwise obtain assurance from the third-party Purchaser as to payment of the Products.
11.6 The Purchaser must immediately inform the Vendor if Products supplied under retention of title are subject to attachment proceedings, or if any third- party claims or asserts rights to these Products.
11.7 If the Vendor wishes to exercise its ownership rights mentioned in this paragraph does not have article, the same effect as Purchaser hereby grants unconditional and irrevocable consent in advance to the Federal Republic Vendor and third parties engaged by the Vendor to enter the places where the Vendor’s Property is located, and recover the Property. The Vendor shall never be liable to pay any compensation.
11.8 All the Vendor’s costs and damages in connection with the exercise of Germany, BUYER ownership rights mentioned in this article shall do everything in his power to provide SELLER with other means of security of similar valuebe borne by the Purchaser.
Appears in 1 contract
Sources: General Terms and Conditions
Retention of Title. 5.1 SELLER 3.5.1. Until title in the Product has passed to the Purchaser, the Purchaser shall keep the Product and any part thereof in the Purchaser’s possession clearly marked or otherwise identified as being ABB’s and store it separately from the Purchaser’s own plant and equipment. ABB shall be entitled at any time during normal business hours to enter the Purchaser’s premises in order to inspect the Product and ensure that it is granted so marked or clearly identified.
3.5.2. Should the following security until BUYER contract be terminated by ABB for any reason before title in the Product has satisfied all of its obligations arising out passed to the Purchaser, or ABB has grounds for doubting the creditworthiness of the Contract: If Purchaser (cf. Article 3.3.3), ABB shall be entitled at any time during normal business hours to enter the value Purchaser’s premises in order to recover the Product. ABB reserves the right to dispose of the security granted to SELLER constantly exceeds the total amount of SELLER s claims against BUYER by more than 20 %, then upon BUYER’s request SELLER shall reduce the security accordingly, insofar as a partial reduction of the security is possible without giving up the security entirelyany Product so recovered.
5.2 SELLER retains title to all products until products are fully paid3.5.3. Incase SELLER loses title be-cause of an integration of SELLER s supplied products into other systems or productsTo the extent permitted by applicable law, BUYER’s (co-)ownership of the product resulting from the integration shall automatically be transferred to SELLER pro rata the value of SELLER s product to the value of the merged/combined product (as invoiced).BUYER shall possess the products to which SELLER has(co- )ownership as bailee for SELLER free of charge. Products to which SELLER has(co-)ownership, hereinafter are called “retention-of-title-property“.
5.3 BUYER is authorized to sell legal and process the retention-of-title-property in the ordinary course of business as long as BUYER is not in default of payment. BUYER shall retain beneficial title to the retention-of-title-property Product shall remain with ABB until BUYER such time as ABB has been fully paid by its customer. BUYER is not authorized to pledge or transfer the property by way received payment of security. BUYER hereby assigns to SELLER in advance BUYER s claim for the purchase price against its customer or claims for any other reason (insurance, tort) concerning the retention-of-title-property (including the claim for the balance from cur-rent accounts), as security. ▇▇▇▇▇▇ hereby authorizes BUYER, which authorization can be withdrawn at any time, to collect such claims that are assigned to SELLER on SELLER s behalf but in BUYER s name. This authority to collect claims can only be withdrawn in case BUYER does not correctly meet its payment obligations. In case BUYER sells the retention-of-title-property together with other products, the assignment shall only comprise the part of the total claim which corresponds to the purchase price for the products Products due under the contract and any other sums due (together with any interest which may have accrued) in question as agreed upon between BUYER and SELLER plus 20 % thereofrespect of any other goods or services previously or subsequently supplied by ABB to the Purchaser under any other agreement. Where such payments have been received by ABB title shall pass to the Purchaser.
5.4 3.5.4. Notwithstanding any appropriation by the Purchaser to the contrary, all payments made by the Purchaser to ABB shall be appropriated first to the Products which have been resold by the Purchaser and then to the Products which remain in the Purchaser's possession or control.
3.5.5. If the retention-of-title-property is attached or levied uponPurchaser resells any Products in which title has not passed to the Purchaser, with respect to the proceeds of such resale only, the BUYER resale shall inform (as between ABB and the Purchaser only) be made by the Purchaser as agent for ABB.
3.5.6. For the avoidance of doubt, risk in the Product shall pass to the Purchaser at the time specified in the applicable INCOTERMS. From the time when risk in the Products passes until the time when title passes to the Purchaser in accordance with Article 3.5.3, the Purchaser shall insure the Products for their full value with a reputable insurer. Until title in the Products passes to the Purchaser, the Purchaser shall hold the proceeds of any sale or claim on such third party of SELLER s property insurance policy on trust for ABB and shall immediately inform SELLER thereof, submitting all documents. BUYER shall bear all cost and damagesaccount to ABB with the proceeds.
5.5 In case BUYER is in default of meeting its obligations to SELLER, SELLER is entitled, without prejudice to SELLER s rights under law, to request the return of the retention-of-title-property, to dispose of it in order to pay from the proceeds thereof due and payable claims against BUYER and, the case arising, to request the assignment of claims of BUYER against third parties. In such case, BUYER shall grant SELLER or our designate immediate access to the retention-of-title- property and shall deliver it to SELLER. Neither the return nor our request of return nor our attachment of the products shall be deemed cancellation of the Contract.
5.6 SELLER is entitled to adequately insure the retention-of-title-property at BUYER’s expense until title has fully passed to BUYER.
5.7 BUYER shall cooperate in all measures which are necessary or beneficial for the validity or enforceability of SELLER s title retention claim abroad. In case SELLER delivers into countries in which the retention of title clause of this paragraph does not have the same effect as in the Federal Republic of Germany, BUYER shall do everything in his power to provide SELLER with other means of security of similar value.
Appears in 1 contract
Sources: Addendum
Retention of Title. 5.1 SELLER is granted the following security 7.1 Infinigate retains property, title and ownership to all Products supplied to you, whether in their original form or incorporated in or attached to another product, until BUYER has satisfied all receipt of its obligations arising out full payment in cleared funds by Infinigate (UK) from you of the Contract: If price for the value of the security granted Products and all related amounts owed, including (without limitation) future receivables and/or any amounts owed by you to SELLER constantly exceeds the total amount of SELLER s claims against BUYER by more than 20 %, then upon BUYER’s request SELLER shall reduce the security accordingly, insofar as a partial reduction of the security is possible without giving up the security entirelyInfinigate (UK) pursuant to paragraph 2.5 and / or 4.5.
5.2 SELLER retains title 7.2 (This paragraph 7.2 only applies where you are a reseller. For the avoidance of doubt, where you are an end customer, you will not be permitted to all products until products are fully paidresell the Products). Incase SELLER loses title be-cause of an integration of SELLER s supplied products into other systems or products, BUYER’s (co-)ownership of You may resell the product resulting from the integration shall automatically be transferred to SELLER pro rata the value of SELLER s product to the value of the merged/combined product (as invoiced).BUYER shall possess the products to which SELLER has(co- )ownership as bailee for SELLER free of charge. Products to which SELLER has(co-)ownership, hereinafter are called “retention-of-title-property“.
5.3 BUYER is authorized to sell and process the retention-of-title-property in the ordinary course of business as long as BUYER is not in default of payment. BUYER shall retain even if title to the retention-of-title-property Products has not passed to you. You must assign all future claims arising from the distribution and/or sale of such Products to Infinigate (UK) until BUYER full payment of all outstanding amounts for the relevant Products has been fully paid received from you by its customerInfinigate (UK). BUYER You are authorised to collect any claim from the distribution and/or sale of any such Products even after assignment. Infinigate (UK)’s right to collect the claim itself remains unaffected. If any of the aforementioned is the case you are obliged to disclose to Infinigate (UK), at Infinigate (UK)’s request, the names and addresses of your customers to which you sold the Products as well as the nature and scope of your existing claims against these customers. A copy of all related documents must be handed by you to Infinigate (UK) and you must also notify the purchasers of the assigned Products of Infinigate (UK)’s right to claim any outstanding amounts from such purchasers.
7.3 You must not authorized to pledge or transfer ownership of Products where title has not fully passed to you pursuant to paragraph 7.1. If you become subject to any of the events listed in paragraph 12.2, you will inform all relevant parties about Infinigate (UK)'s ownership in such Products and notify Infinigate (UK) immediately in writing.
7.4 Where Infinigate (UK) reasonably believes you are or will be in breach of any part of paragraphs 4 and / or 7 of these Terms and Conditions, Infinigate (UK) or Infinigate (UK)’s agent may without notice enter any premises under your control to remove any Products which are the property by way of security. BUYER hereby assigns Infinigate (UK), whether or not those Products are installed in or attached to SELLER in advance BUYER s claim for the purchase price against its customer or claims for any other reason (insurancegoods, tort) concerning the retention-of-title-property (including the claim for the balance from cur-rent accounts), as security. ▇▇▇▇▇▇ hereby authorizes BUYER, which authorization can be withdrawn at any time, to collect such claims that are assigned to SELLER on SELLER s behalf but in BUYER s name. This authority to collect claims can only be withdrawn in case BUYER does not correctly meet its payment obligations. In case BUYER sells the retention-of-title-property together with other products, the assignment shall only comprise the part of the total claim which corresponds to the purchase price for the products in question as agreed upon between BUYER and SELLER plus 20 % thereof.
5.4 If the retention-of-title-property is attached or levied upon, the BUYER shall inform such third party of SELLER s property and shall immediately inform SELLER thereof, submitting all documents. BUYER shall bear all cost and damages.
5.5 In case BUYER is in default of meeting its obligations to SELLER, SELLER is entitled, without prejudice to SELLER s any other of Infinigate (UK)’s rights. You shall indemnify Infinigate (UK) against all losses, costs and / or claims in respect of Infinigate (UK)’s exercise of Infinigate (UK)’s rights under law, to request the return of the retention-of-title-property, to dispose of it in order to pay from the proceeds thereof due and payable claims against BUYER and, the case arising, to request the assignment of claims of BUYER against third parties. In such case, BUYER shall grant SELLER or our designate immediate access to the retention-of-title- property and shall deliver it to SELLER. Neither the return nor our request of return nor our attachment of the products shall be deemed cancellation of the Contractthis paragraph 7.
5.6 SELLER is entitled 7.5 You are obliged to adequately insure treat the retention-of-title-property at BUYER’s expense until Products for which title has fully not passed pursuant to BUYERparagraph 7.1 with all reasonable care, in particular you are obliged to insure them (with a reputable insurer) at your own expense against fire, water and theft at replacement value. Products delivered for testing and demonstration purposes shall remain the property of Infinigate (UK). You are obliged to handle the Products with proper care and store them in a manner to enable them to be identified and cross referenced to particular invoices provided to you by Infinigate (UK). You are allowed to use such Products only within the terms agreed.
5.7 BUYER shall cooperate in all measures which are necessary or beneficial for the validity or enforceability 7.6 Quotations, system analysis, project documents, drawings, samples, drafts and other documents of SELLER s title retention claim abroad. In case SELLER delivers into countries in which the retention of title clause of this paragraph does Infinigate (UK) provided to you before a contract is concluded, may not have the same effect as in the Federal Republic of Germanybe copied, BUYER shall do everything in his power used by you nor otherwise disclosed to provide SELLER with other means of security of similar valueany third party.
Appears in 1 contract
Sources: Reseller/Customer Agreement
Retention of Title. 5.1 SELLER is granted Title to the following security Goods supplied by Heat Exchangers to the Buyer shall remain with Heat Exchangers unless and until BUYER has satisfied all of its obligations arising out the Purchase Price of the Contract: If Goods and all monies owing to Heat Exchangers have been paid in full (Debt). The Buyer shall have the right to resell the Goods, but only as fiduciary agent and trustee for Heat Exchangers by way of bona fide sale at full market value of the security granted to SELLER constantly exceeds the total amount of SELLER s claims against BUYER by more than 20 %, then upon BUYER’s request SELLER shall reduce the security accordingly, insofar as a partial reduction of the security is possible without giving up the security entirely.
5.2 SELLER retains title to all products until products are fully paid. Incase SELLER loses title be-cause of an integration of SELLER s supplied products into other systems or products, BUYER’s (co-)ownership of the product resulting from the integration shall automatically be transferred to SELLER pro rata the value of SELLER s product to the value of the merged/combined product (as invoiced).BUYER shall possess the products to which SELLER has(co- )ownership as bailee for SELLER free of charge. Products to which SELLER has(co-)ownership, hereinafter are called “retention-of-title-property“.
5.3 BUYER is authorized to sell and process the retention-of-title-property in the ordinary course of business its business. Unless and until the Debt has been paid in full, the Buyer shall:
(a) take custody of the Goods as long trustee, fiduciary agent and bailee for Heat Exchangers;
(b) keep the Goods separate from any other goods and properly marked, stored, protected and insured;
(c) hold all of the money it receives (Proceeds):
(i) from sale of any property into which the Goods have been incorporated; or
(ii) from the sale of goods or provision of services including the Goods, as BUYER is not bailee, fiduciary agent and trustee for Heat Exchangers, in default of payment. BUYER shall retain title a separate account to the retention-of-title-property until BUYER amount of the Debt, and receipt by the Buyer of payment shall be conclusive evidence that it has been fully paid by its customerreceived Proceeds. BUYER is not authorized to pledge or transfer the property by way of security. BUYER hereby assigns to SELLER in advance BUYER s claim for the purchase price against its customer or claims for any other reason (insurance, tort) concerning the retention-of-title-property (including the claim for the balance from cur-rent accounts), as security. ▇▇▇▇▇▇ hereby authorizes BUYER, which authorization can be withdrawn Heat Exchangers may at any time, to collect such claims that are assigned to SELLER on SELLER s behalf but in BUYER s name. This authority to collect claims can only be withdrawn in case BUYER does not correctly meet its payment obligations. In case BUYER sells the retention-of-title-property together with other products, the assignment shall only comprise the part of the total claim which corresponds time without notice to the purchase price for the products in question as agreed upon between BUYER Buyer and SELLER plus 20 % thereof.
5.4 If the retention-of-title-property is attached or levied upon, the BUYER shall inform such third party of SELLER s property and shall immediately inform SELLER thereof, submitting all documents. BUYER shall bear all cost and damages.
5.5 In case BUYER is in default of meeting its obligations to SELLER, SELLER is entitled, without prejudice to SELLER s any other rights under lawwhich it may have against the Buyer, to request terminate any agreement connected with the return Goods and enter upon any premises owned or occupied by the Buyer where Heat Exchangers reasonably believes the Goods may be stored, and repossess the goods without liability for any damage caused, and subsequently dispose of the retention-of-title-property, to dispose of it Goods at Heat Exchangers' discretion if:
(i) the Debt is not paid in order to pay from the proceeds thereof due and payable claims against BUYER and, the case arising, to request the assignment of claims of BUYER against third parties. In such case, BUYER shall grant SELLER or our designate immediate access to the retention-of-title- property and shall deliver it to SELLER. Neither the return nor our request of return nor our attachment of the products shall be deemed cancellation of the Contract.accordance with this Security Agreement; or
5.6 SELLER is entitled to adequately insure the retention-of-title-property at BUYER’s expense until title (ii) Heat Exchangers has fully passed to BUYER.
5.7 BUYER shall cooperate in all measures which are necessary or beneficial reasonable grounds for the validity or enforceability of SELLER s title retention claim abroad. In case SELLER delivers into countries in which the retention of title clause of this paragraph does not have the same effect as in the Federal Republic of Germany, BUYER shall do everything in his power to provide SELLER with other means of security of similar value.believing that:
Appears in 1 contract
Sources: Security Agreement
Retention of Title. 5.1 SELLER is granted the following security until BUYER has satisfied all of its obligations arising out of the Contract: If the value of the security granted to SELLER constantly exceeds the total amount of SELLER s claims against BUYER by more than 20 %, then upon BUYER’s request SELLER shall reduce the security accordingly, insofar as a partial reduction of the security is possible without giving up the security entirely.
5.2 SELLER 11.1 The Seller retains title to the subjects of delivery (“Secured Goods”) until payment in full of all products until products are fully paid. Incase SELLER loses title be-cause of an integration of SELLER s supplied products into other systems or products, BUYER’s (co-)ownership current and future claims of the product resulting from Seller under the integration shall automatically be transferred to SELLER pro rata business relationship with the value of SELLER s product to the value of the merged/combined product (as invoiced).BUYER shall possess the products to which SELLER has(co- )ownership as bailee for SELLER free of charge. Products to which SELLER has(co-)ownershipCustomer, hereinafter are called “retentionincluding outstanding current-of-title-property“account balances.
5.3 BUYER 11.2 The Customer shall treat the Secured Goods with care. The Customer shall insure them at its own expense against damage due to fire, water, and theft.
11.3 The Customer is authorized entitled to sell and process the retention-of-title-property Secured Goods in the ordinary course of business business. The Customer may not pledge the Secured Goods or assign them as long as BUYER is not in default of payment. BUYER shall retain title to the retention-of-title-property until BUYER has been fully paid by its customer. BUYER is not authorized to pledge or transfer the property by way of security. BUYER It is obligated to secure the Seller’s rights when selling the Secured Goods on credit terms. The Customer hereby assigns to SELLER in advance BUYER s claim the Seller to the full extent for the purchase price purpose of security its payment claims against its customer or customers from a resale of the Secured Goods, as well as those claims for of the Customer with respect to the Secured Goods that arise under any other reason legal basis against its customers or third parties (insurancein particular, tort) concerning the retentiontort claims and insurance claims), including all outstanding current-of-title-property (including the claim account balances. The Seller hereby accepts such assignment. The Customer may collect for the balance from cur-rent accounts)Seller the claims assigned to the Seller for the Customer’s own account and in its own name, as securityprovided such authorization has not been revoked. ▇▇▇▇▇▇ hereby authorizes BUYER, which authorization can be withdrawn at any time, The Seller’s right to collect such claims that are assigned to SELLER on SELLER s behalf but in BUYER s nameitself is not affected by the foregoing. This authority to collect However, the Seller will not assert the claims can only be withdrawn in case BUYER does not correctly meet itself and refrain from revoking the collection authorization as long as the Customer is properly meeting its payment obligations. In case BUYER sells However, if the retention-of-title-property together with other products, the assignment shall only comprise the part Customer acts in contravention of the total claim which corresponds to the purchase price for the products contract – in question as agreed upon between BUYER and SELLER plus 20 % thereof.
5.4 If the retention-of-title-property is attached or levied uponparticular, the BUYER shall inform such third party of SELLER s property and shall immediately inform SELLER thereof, submitting all documents. BUYER shall bear all cost and damages.
5.5 In case BUYER if it is in default of meeting its obligations in making a payment – the Seller may demand that the Customer disclose to SELLERthe Seller the assigned claims and the respective debtors, SELLER is entitlednotify the respective debtors about the assignment, without prejudice to SELLER s rights under law, to request and furnish the return of the retention-of-title-property, to dispose of Seller with all documentation and information that it needs in order to pay from assert the proceeds thereof due and payable claims against BUYER claims.
11.4 The Customer must support the Seller in steps to secure and, if necessary, enforce the case arising, to request the assignment Seller’s retention of claims of BUYER against title. If third parties. In such case, BUYER shall grant SELLER or our designate immediate access parties assert rights to the retention-of-title- property and shall deliver it to SELLER. Neither subject of delivery or make a disposition concerning it, the return nor our request of return nor our attachment of Customer must promptly notify the products shall be deemed cancellation of the ContractSeller.
5.6 SELLER 11.5 If the Customer is in default in payment or otherwise in serious breach of contract, the Seller is entitled to adequately insure take back the retention-of-title-property at BUYER’s expense until title has fully passed to BUYERsubject of delivery. If the Seller takes back the subject of delivery or places a lien on it, same does not constitute rescission of contract.
5.7 BUYER shall cooperate in all measures which are necessary or beneficial for the validity or enforceability of SELLER s title retention claim abroad. In case SELLER delivers into countries in which 11.6 If the retention of title clause of this paragraph does not have the same effect as in the Federal Republic aforementioned form is ineffective under the law of Germanythe destination country, BUYER the Customer shall do everything in his power assist to provide SELLER with other means establish a security right corresponding to the provisions of security of similar valueits country.
Appears in 1 contract