Retention of Title Clause Examples
The Retention of Title clause establishes that ownership of goods remains with the seller until the buyer has paid in full. In practice, this means that even after delivery, the buyer does not legally own the goods until all payment obligations are satisfied, and the seller may reclaim the goods if payment is not made. This clause primarily protects the seller from the risk of non-payment by ensuring they can recover their property if the buyer defaults.
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Retention of Title.
9.1. The ownership of Goods shall remain the sole and absolute ownership of Supplier until such time as Purchaser has paid in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.
9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law.
9.3. Until Purchaser becomes the full and unconditional owner of the Goods in accordance with Section 9.1:
(a) Purchaser shall store the Goods separately from his own goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;
(b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;
(c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof;
(d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;
(e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation of the Goods; and
(f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goods.
Retention of Title. 11.1. Title to all delivered goods remains with the Seller until the Buyer has paid all sums owing to the Seller in connection with the respective Contract and all other obligations of the Buyer towards the Seller arising under or in connection with the respective Contract have been fulfilled. Any processing of the delivered goods by the Buyer takes place on behalf of the Seller without imposing obligations on the Seller. If the delivered goods are processed with other goods not owned by the Seller, the Seller acquires a co-ownership on the newly produced goods pro rata the value of the delivered goods at the time of the processing.
11.2. The Buyer shall be entitled to sell the delivered goods in the usual course of business. Any possible claims resulting from such sale shall herewith be assigned to the Seller in advance and the Buyer shall undertake all necessary publicity requirements for enforceability of such assignment. The Buyer shall provide the Seller with written customer lists upon the Seller’s request. If the Buyer sells any goods co-owned by the Seller, the assignment shall apply in the same volume as this co-ownership. The Seller shall be entitled to collect the assigned sum.
11.3. The Buyer is obliged to appropriately insure the goods still owned by the Seller against all common risks, particularly against fire, burglary or damage caused by water at its own expense, to treat them cautiously and store them properly.
11.4. In case the Buyer is in delay of overdue payment considering a grace period of 10 working days, the Seller shall be entitled to demand restitution of the delivered goods or to collect the delivered goods and to sell them as they are (i.e. including their packing) to any third persons. One or several of these acts shall not be considered as termination of the respective orders and does not relieve the Buyer to effect payment of the invoiced amounts. In case the delivered goods are sold to third parties by the Seller, the Buyer states and guarantees that this will not result in the infringement of any intellectual property rights (e.g. trademark rights with regard to signs, logos and words, etc.) that are imprinted on the respective goods or packaging and waives any rights the Buyer may have against the Seller resulting therefrom.
11.5. The Seller may, at its free discretion, however, also terminate the unpaid order, without limiting any of the Seller’s claims arising out of or in connection with the Buyer’s breach of contract,...
Retention of Title. The property in the goods does not pass until the buyer has paid the entire invoice price under any contract with the Company. Until such time as such price is paid in full goods held in your possession are held by you as bailee on the Company’s behalf. 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 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 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 received;
f) Where the contract goods, or any part of such goods, are incorporated with any other goods, you will make every reasonable endeavor to ensure that the title in such goods (or in goods that may result from the incorporation of The contract goods), passes to the Company and the foregoing provisions of this clause shall be considered to apply to such goods. Where goods are produced to your specification, directions or instruction or where any goods are to be prepared in any way on your behalf, the title in such goods shall not pass before you have paid the 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 contract, and shall also include any further sums the Company are entitled to claim.
Retention of Title. 10.1 The retention of title agreed below shall serve to secure all respective existing current and future claims of the 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 processed item exceeds the value of the 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 or inseparably mixed with other items to a uniform item and one of the other items is to be regarded as the main item, the Seller shall transfer co-ownership of the uniform item to the Principal on a pro rata basis at the ratio specified in sentence 1 to the ex- tent that the main item is the Principal’s ownership.
10.6 If the goods subject to retention of title are further alienated, the Principal shall already now assign the resulting claim against the acquirer to the 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. The same ...
Retention of Title. 1. Notwithstanding the other provisions in these Sales Conditions, ▇▇▇▇▇ shall retain ownership and title to the Products delivered to the Purchaser by ▇▇▇▇▇ until the Purchaser has made full and final payment of all amounts (including interest, costs and penalties) that it owes to ▇▇▇▇▇ under all Agreements entered into between ▇▇▇▇▇ and the Purchaser, including all joint obligations and all claims by ▇▇▇▇▇ based on default on the part of the Purchaser with regard to these Agreements. Nevertheless, the Purchaser may, in the ordinary course of its business, process or, in the event the Purchaser is a distributor of ▇▇▇▇▇, sell these Products owned by ▇▇▇▇▇.
2. The Purchaser shall at its own expense obtain adequate insurance coverage for the Products owned by ▇▇▇▇▇. This coverage shall be for loss, theft and any other risks for which insurance is ordinarily obtained in the country in which the Purchaser has its headquarters/ storage warehouse. At the first request of ▇▇▇▇▇ Purchaser will present ▇▇▇▇▇ a copy of the insurance policy as well as proof of payment.
3. Where the laws of the country or countries for which the Products are intended, to which the Products are sent, or in which the Purchaser is situated do not acknowledge retention of title in this way or set specific requirements for the validity or vesting of this right, in whole or in part, the Purchaser shall inform ▇▇▇▇▇ thereof in full before the delivery of the Products. The Purchaser shall, at ▇▇▇▇▇’▇ first request, co-operate in satisfying these requirements or - at ▇▇▇▇▇’▇ sole discretion and on behalf of ▇▇▇▇▇, - vest in the Products (whether delivered yet or not) a security right that shall be similar in effect to retention of title and that shall be effective against third parties. By entering into an Agreement the Purchaser grants ▇▇▇▇▇ irrevocable authority to take any measures necessary to effect the above.
4. As long as any Products are subject to retention of title or the Purchaser is subject to any other obligation to vest or to arrange for the vesting of a similar security right on the Products pursuant to the provisions in article 11(3) of the Sales Conditions, the Purchaser shall not grant a pledge on the Products delivered by ▇▇▇▇▇ or encumber them in any way.
Retention of Title a. The Work remains the Seller's property until the Buyer has paid for it and discharged all other debts owing to the Seller.
b. If the Buyer becomes subject to Insolvency and the Work has not been paid for in full the Seller may take the goods back and, if necessary, enter the Buyer's premises to do so, or to inspect and/or label the goods so as to identify them clearly.
c. If the Buyer shall sell the goods before they have been paid for in full he shall hold the proceeds of sale on trust for the Seller in a separate account until any sum owing to the Seller has been discharged from such proceeds.
d. Where the Buyer is in breach of these Terms or performs any act of Bankruptcy or Insolvency the Seller reserves the right to approach the Buyer's customer and to offer the Work directly to them, notwithstanding the fact that this will involve advising the Buyer’s customer that the Buyer is in breach or in default.
Retention of Title a. Property in all the Goods supplied shall remain vested in the Company and shall not pass to the Customer until all monies owing to the Company by the Customer together with all collection, repossession and/or legal costs incurred, have been paid in full.
b. The Goods, whether as separate chattels or as components, shall be stored in such a manner as to be clearly identifiable as the property of the Company until title has passed to the Customer.
c. The Company may demand at any time until title has passed to the Customer that the Customer returns the Goods or any part of them.
d. In the event that the Customer defaults in the payment of any monies owing to the Company, the Company and its employees or agents shall have the right to enter without notice upon the Customer's premises or any other premises where the Goods are known to be stored to repossess the Goods and for this purpose the Customer shall grant reasonable access rights and the Company, its employees or agents shall be entitled to do all things required to secure repossession.
Retention of Title. The Goods shall remain the property of the Seller until paid for in full, to the extent that such retention of title is legally valid.
Retention of Title. Lessor shall and hereby does retain full legal title to and beneficial ownership of each Unit for all purposes (including for all tax purposes) notwithstanding the delivery to and possession and use of such Unit by Lessee hereunder or any Sublessee under any sublease permitted hereby.
Retention of Title. 4.1 We reserve the legal and beneficial title to all purchased goods until 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 required to notify us promptly and to ensure the fulfilment of the 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 manufacturer, but without any obligation for us. If (joint) title is terminated due to mixing, combining or processing, it is agreed that we shall acquire joint title to the new item in proportion to the value of the 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 (joint) title for us at no charge to ourselves.
4.3 Authorized resellers are permitted to resell the goods in the course of ordinary business unless revoked by us. We may revoke this right of resale if (a) you stop payment, (b) you are in 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. For goods in which we have (joint) title, you hereby assign to us by way of security all rights and proceeds arising from resale of the items delivered to third parties or from any other cause to the extent permitted in law in the sum of the invoice value of the corresponding item. On demand you are obliged to provide us with written proof of assignment. You are authorized to collect the assigned claims against the third party in the course of ordinary business in your name. This collection authorization may be revoked by the same reasons as the right of resale. You must keep the proceeds of the sale in a separate, identifiable account until we have been paid in full.