Common use of Retention of Title Clause in Contracts

Retention of Title. 1. The title to all Goods delivered by the Seller to the Buyer shall remain vested in the Seller until the full payment of all accounts receivable by the Seller from the Buyer for any reason whatso ever provided that under current account arrangements the title so retained shall be deemed to be security for any balance owed to the Seller. The Buyer shall not dispose of any of the Goods the title to which is so vested in the Seller (“Title Reservation Goods”) other than in the Buyer’s ordinary course of business provided that the Buyer shall no longer have the right so to dispose of any Title Reservation Goods if and as soon as the Buyer fails to make payments when payments are due. The Buyer shall not have the right to pledge or to transfer by way of security the title to any Title Reservation Goods. The Buyer shall be obligated to maintain the rights of the Seller if the Title Reservation Goods are sold by the Buyer to any third party under credit arrangements. The Buyer shall promptly notify the Seller of any lien of attachment, execution or garnishment or any seizure or the like relating to any Title Reservation Goods. The Buyer hereby assigns to the Seller and the Seller hereby accepts the Buyer’s assignment of any title to payment for any of the Goods resold by the Buyer to any purchaser and any secu- rity received by the Buyer from any such purchaser for any such payment provided however that the Buyer shall, subject to any notice to the contrary given by the Seller, have the right to collect any such payment and to enforce any such security at its cost. Upon the request of the Seller, the Buyer shall notify the Seller of the debtors against which titles to payment so assigned are held, the securities provided therefore, the type and the amount of the debt of each such debtor and the type and the amount of each such security and deliver to the Seller all documents which may be necessary to collect any amount so owed by any such debtor. Upon notice to the Buyer, the Seller shall have the right to notify any such debtor of the assign- ment of the title to payment by the Buyer to the Seller hereunder.

Appears in 2 contracts

Samples: m.sanitaryindustry.com, shop-bphe-eu.kelvion.com

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Retention of Title. 1. The title to all Goods delivered by the Seller to the Buyer shall remain vested in the Seller until the full payment of all accounts receivable by the Seller from the Buyer for any reason whatso ever provided that under current account arrangements the title so retained shall be deemed to be security for any balance owed to the Seller. The Buyer shall not dispose of any of the Goods Stäubli retains the title to which is so vested in the Seller delivered goods until the customer has settled all claims arising from the business relation (“Title Reservation Goodsreserved goods) other than ). If a current account rela- tionship exists, the retention of title extends to the recognized balance. The customer is obligated to treat the reserved goods with care and maintain them; in particular, it must insure them at its own expense against loss and damage to an extent sufficient to cover the Buyer’s ordinary course replacement value. The insurance poli- cy and proof of business provided that payment of the Buyer premiums shall no longer have be submitted to Stäubli upon request. The customer hereby assigns claims arising from the right so insurance relationship to dispose of any Title Reservation Goods if and Stäubli. The assignment shall cease as soon as the Buyer fails title passes to make payments when payments the customer. Processing of the reserved goods by the customer shall be done for Stäubli as the manufacturer, without Stäubli thereby in- curring an obligation. If the reserved goods are dueconnected to other goods, Stäubli shall acquire joint ownership of the newly man- ufactured goods in accordance with the proportion of the net invoice value of the re- served goods to that of the other materials. The Buyer shall not have customer is only allowed to resell the right reserved goods or new goods in the ordi- nary course of business; however, it hereby assigns in advance to pledge Stäubli all claims that accrue to it from the resale or to transfer by way of security reuse. If the title to any Title Reservation Goods. The Buyer shall be obligated to maintain the rights of the Seller if the Title Reservation Goods reserved goods are sold by after processing, connection, or mixing, the Buyer to any third party under credit arrangements. The Buyer shall promptly notify the Seller of any lien of attachment, execution or garnishment or any seizure or the like relating to any Title Reservation Goods. The Buyer hereby assigns to the Seller and the Seller hereby accepts the Buyer’s assignment of any title claims from the resale only apply up to payment for any of the Goods resold by the Buyer to any purchaser and any secu- rity received by the Buyer from any such purchaser for any such payment provided however that the Buyer shall, subject to any notice to the contrary given by the Seller, have the right to collect any such payment and to enforce any such security at its cost. Upon the request of the Seller, the Buyer shall notify the Seller of the debtors against which titles to payment so assigned are held, the securities provided therefore, the type and the amount of the debt value of each such debtor and the type and the amount of each such security and deliver reserved goods charged to the Seller all documents which may be necessary customer by Stäubli. Stäubli accepts the assignment. The customer is entitled to collect the claims assigned to Stäubli as long as it meets its obligations in terms of payment to Stäubli. Stäubli can re- strict this authority to collect at any amount so owed by any such debtor. Upon notice to time on the Buyerbasis of a legitimate interest, or revoke it for cause, especially in case of default on payment, and demand that the Seller shall have customer make the right to assigned claims and their debtors known, provide all information necessary for collection, hand over the associated docu- ments, and notify any such debtor its debtors of the assign- ment ment. Taking back reserved goods does not entail withdrawal from the agreement. If Stäubli declares withdrawal, Stäubli is enti- tled to sell them on the open market. Access by third parties to the reserved goods must be reported to Stäubli immediately. The customer shall bear the costs incurred by defense against access, unless they can be recovered from the third party. If the value of the title to payment securities exceeds Stäubli’s claims by more than 10%, Stäubli shall, upon the Buyer to the Seller hereundercustomer’s request, release securities at its discretion in this connection.

Appears in 2 contracts

Samples: www.staubli.com, spot.staubli.com

Retention of Title. 1Title to all delivered goods remains with Mondi until the buyer has paid all sums owing to Mondi in connection with the respective contract and all other obligations of the buyer towards Mondi 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 Mondi without imposing obligations on Mondi. If the delivered goods are processed with other goods not owned by Mondi, Mondi acquires a co-ownership on the newly produced goods pro rata the value of the delivered goods at the time of the processing. The title buyer shall be entitled to all Goods sell the delivered by the Seller to the Buyer shall remain vested goods in the Seller until the full payment usual course of business. Any possible claims resulting from such sale shall herewith be assigned to Mondi in advance and buyer shall undertake all accounts receivable by the Seller from the Buyer necessary publicity requirements for any reason whatso ever provided that under current account arrangements the title so retained shall be deemed to be security for any balance owed to the Sellerenforceability of such assignment. The Buyer shall not dispose provide Mondi with written customer lists without Xxxxx’x prior consent in writing. If the buyer sells any goods co-owned by Mondi, the assignment shall apply in the same volume as this co-ownership. Mondi shall be entitled to collect the assigned sum. The buyer is obliged to appropriately insure the goods still owned by Mondi against all common risks, particularly against fire, burglary or damage caused by water at its own expense, to treat them cautiously and store them properly. In case buyer is in delay of any overdue payment considering a grace period of 10 working days, Mondi shall be entitled to demand restitution of the Goods the title to which is so vested in the Seller (“Title Reservation Goods”) other than in the Buyer’s ordinary course of business provided that the Buyer shall no longer have the right so to dispose of any Title Reservation Goods if and as soon as the Buyer fails to make payments when payments are due. The Buyer shall not have the right to pledge delivered goods or to transfer by way of security collect the title delivered goods and to any Title Reservation Goods. The Buyer shall be obligated to maintain the rights of the Seller if the Title Reservation Goods sell them as they are sold by the Buyer (i.e. including their packing) to any third party under credit arrangementspersons. The Buyer One or several of these acts shall promptly notify not be considered as termination of the Seller respective orders and does not relieve buyer to effect payment of the invoiced amounts. In case the delivered goods are sold to third parties by Mondi, buyer states and guaranties that this will not result in the infringement of any lien of attachmentintellectual property rights (e.g. trademark rights with regard to signs, execution logos and words, etc.) that are imprinted on the respective goods or garnishment or packaging and waives any seizure or rights buyer may have against Mondi resulting therefrom. Mondi may, at its free discretion, however, also terminate the like relating to any Title Reservation Goods. The Buyer hereby assigns to the Seller and the Seller hereby accepts the Buyer’s assignment of any title to payment for unpaid order, without limiting any of Mondi’s claims arising out of or in connection with the Goods resold by the Buyer to any purchaser and any secu- rity received by the Buyer from any such purchaser buyer’s breach of contract, in particular claims for any such payment provided however that the Buyer shall, subject to any notice to the contrary given by the Seller, have the right to collect any such payment and to enforce any such security at its cost. Upon the request of the Seller, the Buyer shall notify the Seller of the debtors against which titles to payment so assigned are held, the securities provided therefore, the type and the amount of the debt of each such debtor and the type and the amount of each such security and deliver to the Seller all documents which may be necessary to collect any amount so owed by any such debtor. Upon notice to the Buyer, the Seller shall have the right to notify any such debtor of the assign- ment of the title to payment by the Buyer to the Seller hereunderdamages.

Appears in 2 contracts

Samples: www.mondigroup.com, www.mondigroup.com

Retention of Title. 1Delivered goods remain the property of the Seller until full payment of the purchase price of all conforming deliveries within the business relationship, including all ancillary claims; when paying by cheque or xxxx of exchange, this means until such payment means have cleared. Payments in the form of a xxxx of exchange which is issued by the Sel-ler and accepted by the Buyer shall only be regarded as made when the xxxx of exchange is redeemed by the Buyer and the Seller is therefore exempt from the liability of the xxxx, so that the agreed retention of title (without prejudice to further agreements) and other xxxxx- Until such time, the Buyer is not entitled to pledge the goods to third parties, or to as-sign them as security. Insofar as they are processed or converted by the Buyer, the Seller is considered as the manufacturer in the sense of section 950 of the German Civil Code (BGB) and acquires title to the interim or end products. The title Buyer is then merely the custodian. The Buyer is entitled to all Goods delivered by resell the goods and product thereof in the ordinary course of business. The Seller hereby transfers any claims against third parties arising from the resale, or for any other legal reason, to the Buyer shall remain vested in for their se-curity, to the Seller until extent that the full payment of all accounts receivable by the Seller from goods have been processed. As long as the Buyer for any reason whatso ever provided that under current account arrangements meets his payment obligations towards the title so retained Seller, it shall be deemed entitled to be security for any balance owed to collect the respective receivables on behalf of the Seller. The Buyer shall not dispose of any However, the Seller is entitled to be informed of the Goods the title to which is so vested in the Seller (“Title Reservation Goods”) other than in the Buyer’s ordinary course of business provided that the Buyer shall no longer have the right so to dispose of any Title Reservation Goods if buyers, on request, and as soon as the Buyer fails to make payments when payments are duegive instructions. The Buyer shall not have the right to pledge or to transfer by way of security the title to any Title Reservation Goods. The Buyer shall be obligated to maintain the rights of the Seller if the Title Reservation Goods are sold by the Buyer to any third party under credit arrangements. The Buyer shall promptly must immediately notify the Seller of any lien of attachment, execution or garnishment or any seizure or attachment of goods delivered under retention of title, or to the like relating to any Title Reservation Goodstransferred claims, by third parties. The Buyer hereby assigns right of retention is also valid toward the forwarder to whom the Seller and the Seller hereby accepts the Buyer’s assignment of any title to payment for any of the Goods resold by the Buyer to any purchaser and any secu- rity received by the Buyer from any such purchaser for any such payment provided however that the Buyer shall, subject to any notice to the contrary given by the Seller, have the right to collect any such payment and to enforce any such security goods are handed over at its cost. Upon the request of the Buyer or the Seller. The goods under retention of title are to be handled carefully and insured against fire and water damage. In cases of damage, insurance claims take the Buyer shall notify the Seller place of the debtors against which titles to payment so assigned are held, the securities provided therefore, the type reserved property and the amount pro- ceeds from claims assigned in advance. If the secured claim increases by 25% because of retention of title of the debt of each such debtor and the type and the amount of each such security and deliver to the Seller all documents which may be necessary to collect any amount so owed by any such debtor. Upon notice to the Buyerexisting security, the Seller shall have release the right to notify any such debtor paid delivery at its dis- cretion. If, following the conclusion of the assign- ment contract, there is a substantial deterioration in the financial circumstances of the title to payment by Buyer or the Buyer states its inability to fulfil its obligations on time, the Seller is free to demand advance payment in cash at an amount to be defined by it or to make use of its legal rights (cancella- tion, damages, etc.). In this case, the Buyer must pay the Seller all costs and damages, as well as any lost profits. As part of this agreement, the Buyer is obliged to make disclosures to the Seller hereunder.at any time on re-quest, and to provide information, in particular about the whe- reabouts of the goods and the proceeds

Appears in 2 contracts

Samples: handschuhschutz.penkert.com, www.faltenbalg-hersteller.de

Retention of Title. 1Until all invoices or other monies due under this Agreement are paid in full and cleared funds, all right, title, interest and ownership of the goods remain with the Supplier, but the risk passes to the Customer on delivery. Delivery shall occur when the Supplier or its Agent delivers to the Customer or as reasonably directed by the Customer and/or if the Customer or its Agent(s) takes delivery, at the point of delivery. Until the Supplier is paid in full, the relationship of the Customer to the Supplier shall be fiduciary in respect of the goods and the Customer shall hold the goods as bailee only for the Supplier. The title to all Goods delivered Customer shall store the goods separately from its own until ownership has manifested in the Customer. The Customer shall ensure that the goods supplied by the Seller Supplier will not be on sold to a third party before payment in full cleared funds are received by the Buyer shall remain vested Supplier from the Customer, or in the Seller until event of the full payment appointment of all accounts receivable an Administrator Controller, Managing Controller, Receiver, Receiver Manager or Liquidator, or entry into an Informal/Formal Deed of Arrangement under the Bankruptcy Act of 1966 by the Seller from Customer, the Buyer for any reason whatso ever provided that under current account arrangements the title so retained shall be deemed to be security for any balance owed to the Seller. The Buyer shall not dispose of any of the Goods the title to which is so vested in the Seller (“Title Reservation Goods”) other than in the Buyer’s ordinary course of business provided that the Buyer shall no longer have the right so to dispose of any Title Reservation Goods if and as soon as the Buyer fails to make payments when payments are due. The Buyer shall not have the right to pledge or to transfer by way of security the title to any Title Reservation Goods. The Buyer shall be obligated to maintain the rights of the Seller if the Title Reservation Goods are sold by the Buyer to any third party under credit arrangements. The Buyer shall promptly notify the Seller of any lien of attachment, execution or garnishment or any seizure or the like relating to any Title Reservation Goods. The Buyer Customer hereby assigns to the Seller and the Seller hereby accepts the Buyer’s assignment Supplier its right of any title to recovery of payment for any of the Goods resold by the Buyer to any purchaser and any secu- rity received by the Buyer from any such purchaser third party. The money(ies) resulting from the sale of the goods are to be specifically earmarked and placed in a separate account of trust for any such the Supplier until payment provided however in full is made to the Supplier for the cost of the goods. PPSR Notwithstanding that all right, title, interest and ownership of the Buyer shallgoods remains vested in the Supplier until the Supplier receives payment in full, subject cleared funds, the parties acknowledge that this Agreement establishes a registerable Security Interest against the Customer against all present and future acquired property of the Customer. In the event the Customer is in default of the terms of this Agreement the Customer, without reservation or limitation grants to the Supplier a right of entry to any notice or all properties under the Customer’s control, where the goods supplied by the Supplier are reasonably expected to be stored. The Customer indemnifies and save harmless the Supplier, its servants or agents in relation to loss or damage as a result of the retaking of possession of the said goods. Further in the event the Supplier exercises its right of retaking possession of the said goods, the Customer grants power of sale to the contrary given Supplier to resell the said goods and the Customer acknowledges that any shortfall owing after the said goods are resold will remain as a debt owed by the Seller, have the right to collect any such payment and to enforce any such security at its cost. Upon the request of the Seller, the Buyer shall notify the Seller of the debtors against which titles to payment so assigned are held, the securities provided therefore, the type and the amount of the debt of each such debtor and the type and the amount of each such security and deliver Customer to the Seller all documents which may be necessary to collect any amount so owed by any such debtorSupplier. Upon notice to the Buyer, the Seller shall have the right to notify any such debtor of the assign- ment of the title to payment by the Buyer to the Seller hereunder.EXCHANGE OR RETURN OF GOODS

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement

Retention of Title. 1. The extended retention of title applies to all Goods deliveries. All delivered goods remain our property until full payment. We must be informed immediately of any seizures or attachments by the Seller to the Buyer shall remain vested in the Seller until the full payment of all accounts receivable by the Seller from the Buyer for any reason whatso ever provided that under current account arrangements the title so retained shall be deemed to be security for any balance owed to the Sellerthird parties. The Buyer may also resell our goods only under retention of title. In the event of resale of unpaid goods, the proceeds of the sale shall be assigned to us without further ado to the amount of our invoice. The Buyer undertakes to inform his customer of the assignment at our request. We retain title to the delivery item until receipt of all payments arising from the business relationship with the Buyer. The retention of title shall extend to the acknowledged balance insofar as we book claims against the Buyer in current invoices [current account retention]. In case of breach of contract by the Buyer, in particular in case of default of payment, we shall be entitled to take back the goods. Taking back the goods does not constitute a withdrawal from the contract unless we expressly declare this in writing. After taking back the purchased goods, we shall be entitled to dispose of any them. The utilization can take place by private sale to third dealers and/or final consumers. In the event of realization, we shall be entitled to grant the third party purchasers a price reduction of up to 70 % compared to the regular list prices. The proceeds of the Goods the title to which is so vested in the Seller (“Title Reservation Goods”) other than in realization shall be credited against the Buyer’s ordinary course liabilities less a lump sum for realization costs of business provided that 10 % of the Buyer shall no longer have the right so to dispose of any Title Reservation Goods if and as soon as the Buyer fails to make payments when payments are due. The Buyer shall not have the right to pledge or to transfer by way of security the title to any Title Reservation Goodssales proceeds. The Buyer shall be obligated entitled to maintain resell the rights goods in the ordinary course of the Seller if the Title Reservation Goods are sold by the Buyer to any third party under credit arrangements. The Buyer shall promptly notify the Seller business as long as he is not in default of any lien of attachment, execution or garnishment or any seizure or the like relating to any Title Reservation Goodspayment. The Buyer hereby assigns to us all claims in the Seller and the Seller hereby accepts the Buyer’s assignment of any title to payment for any amount of the Goods final invoice amount agreed with him [including value added tax] which accrue to him from the resale against his customers or third parties, irrespective of whether the purchased goods have been resold by the Buyer to any purchaser and any secu- rity received by the Buyer from any such purchaser for any such payment provided however that the Buyer shall, subject to any notice to the contrary given by the Seller, have the right to collect any such payment and to enforce any such security at its costwithout or after processing. Upon the request of the Sellerrequest, the Buyer shall notify the Seller provide us with a detailed list of the debtors against which titles to payment so assigned are heldclaims, including the securities provided thereforenames and addresses of the Buyers, the type and the amount of the debt of each such debtor claims and the type invoice data, and shall provide us with all information necessary for the amount assertion of each such security the assigned claims and deliver allow us to the Seller all documents which may be necessary to collect any amount so owed by any such debtorverify them. Upon notice to the BuyerFurthermore, the Seller shall have Buyer is obliged to disclose the right assignment to notify any such debtor of the assign- ment of the title to payment by the Buyer to the Seller hereunderhis customers.

Appears in 2 contracts

Samples: General Terms and Conditions, media.asco-kff.com

Retention of Title. 1. The title to all Goods Title in the Products delivered by the Seller to the Buyer shall will remain vested in the Seller AkzoNobel until the purchase price has been paid in full (retention of title). Pending payment Buyer will hold the unused Products in trust for AkzoNobel. Except for in a case of all accounts receivable by default Buyer may sell the Seller from the Buyer for any reason whatso ever provided that under current account arrangements the title so retained shall be deemed to be security for any balance owed to the Seller. The Buyer shall not dispose of any of the Goods the title to which is so vested Products in the Seller (“Title Reservation Goods”) other than in the Buyer’s ordinary course of business provided that the Buyer shall no longer have the right so to dispose of any Title Reservation Goods if and as soon as the Buyer fails to make payments when payments are dueits business. The Buyer shall not have the right to pledge or to transfer by way of security the title to any Title Reservation Goods. The Buyer shall be obligated to maintain the rights of the Seller if the Title Reservation Goods are sold by the Buyer to any third party under credit arrangements. The Buyer shall promptly notify the Seller of any lien of attachment, execution or garnishment or any seizure or the like relating to any Title Reservation Goods. The Buyer hereby assigns all claims in connection with the resale of the Products to AkzoNobel (extended retention of title). Buyer is entitled to collect these claims on behalf of AkzoNobel, unless being in default. If the Products delivered are processed, AkzoNobel shall be considered the manufacturer of the newly produced goods and shall directly acquire sole title to the Seller newly produced goods. If the processing involves the use of other materials not supplied by AkzoNobel, AkzoNobel shall directly acquire joint title to the newly produced goods in the proportion of the invoice value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of such other materials. If the Products delivered by AkzoNobel are combined or blended with material owned by Buyer, which has to be considered the main material, Buyer shall transfer to AkzoNobel joint title to the newly produced goods in the proportion of the invoice value of the Products delivered by AkzoNobel to the invoice value (or, if the invoice value cannot be determined to the market value) of the main material. Buyer holds in custody for AkzoNobel any sole or joint ownership in the Products and the Seller newly produced goods as set forth above at no expense for AkzoNobel and will insure those goods against defects or loss. Buyer hereby assigns all rights deriving from this insurance coverage to AkzoNobel. AkzoNobel hereby accepts this assignment. If Buyer is in default, AkzoNobel is entitled to retreat from the Buyer’s assignment of any title sale and to payment for any take back the Products or to claim from Buyer the cedation of the Goods resold right of trover against any third party. Should a security right obtained in connection with these Terms and Conditions exceed AkzoNobel’s claims by the Buyer to any purchaser and any secu- rity received by the Buyer from any more than 15 %, AkzoNobel hereby waives such purchaser for any such payment provided however that the Buyer shall, subject to any notice security right to the contrary given extent it exceeds it own claims by the Seller, have the right to collect any such payment and to enforce any such security at its cost. Upon the request of the Seller, the Buyer shall notify the Seller of the debtors against which titles to payment so assigned are held, the securities provided therefore, the type and the amount of the debt of each such debtor and the type and the amount of each such security and deliver to the Seller all documents which may be necessary to collect any amount so owed by any such debtor. Upon notice to the Buyer, the Seller shall have the right to notify any such debtor of the assign- ment of the title to payment by the Buyer to the Seller hereundermore than this degree.

Appears in 2 contracts

Samples: Akzo Nobel Hilden GMBH, Akzo Nobel Hilden GMBH

Retention of Title. 1. The Vendor shall retain title to all Goods delivered goods supplied by the Seller Vendor until the Purchaser has paid all amounts owed to the Buyer Vendor in connection with their business relationship. In the event that amounts payable to the Vendor are posted to a current account, the Vendor shall retain title to goods supplied for as long as such current account shows a balance in favour of the Vendor. Where bills of exchange or cheques are accepted by the Vendor, title to the goods supplied shall be retained by the Vendor until such bills of exchange or cheques have been collected. In the event of breach of the Contract by the Purchaser, the Vendor shall be entitled to take back the goods supplied. The Purchaser shall be entitled to sell goods to which the Vendor retains title in the normal course of its business. The Purchaser hereby already assigns to the Vendor its rights to the payment of the purchase price in respect of such goods resold by the Purchaser in the amount of the price of such goods agreed with the Vendor. Said assignment shall apply irrespective of whether the goods concerned are processed prior to or following resale or not. Even following said assignment, the Purchaser shall remain vested entitled to collect amounts owed to the Purchaser in respect of the resale of goods to which the Vendor retains title, without prejudice to the right of the Vendor to collect such amounts. The Vendor shall not exercise said right for as long as the Purchaser continues to meet its payment obligations to the Vendor from the amounts received, is not in arrears with payment and, without limitation is not subject to an application for insolvency proceedings and does not suspend payment. The Purchaser shall always be deemed to have processed or modified goods supplied by the Vendor in the Seller until name and on behalf of the full payment Vendor, in which case the right of all accounts receivable the Purchaser to acquire title to the goods supplied shall be succeeded by the Seller from right to acquire title to such processed or modified goods. In the Buyer for any reason whatso ever provided event that under current account arrangements goods supplied by the Vendor are processed together with other goods to which the Vendor does not retain title, the Vendor shall acquire a share in the title to the new goods created by such processing corresponding to the ratio of the objective value of the goods to which the Vendor retains title to such other goods at the time of processing. The same shall apply in the event that goods to which the Vendor retains title are mixed with other goods. In the event that such mixing takes place in such manner that the new goods of the Purchaser so retained created are to be regarded as the main goods, the Purchaser shall be deemed to be have already transferred to the Vendor a pro rata share in the title to such new goods and shall store said new goods or the share of the Vendor therein on behalf of the Vendor. By way of security for any balance owed amounts payable by the Purchaser, the Purchaser shall also be deemed to have assigned to the SellerVendor amounts payable to the Purchaser by third parties in respect of the connection to land of goods to which the Vendor retains title and the Vendor hereby accepts such assignment. The Buyer In the event that the total value of Goods to which the Vendor retains title exceeds by more than 20 % the total value of the claims of the Vendor on the Purchaser for which security is provided, the Vendor shall not dispose of any release title to an appropriate part of the Goods upon request by the title to which is so vested in the Seller (“Title Reservation Goods”) other than in the Buyer’s ordinary course of business provided that the Buyer shall no longer have the right so to dispose of any Title Reservation Goods if and as soon as the Buyer fails to make payments when payments are duePurchaser. The Buyer shall not have the right to pledge or to transfer by way of security the Until title to any Title Reservation Goodsgoods has been transferred to the Purchaser, the Purchaser shall handle such goods with due care. The Buyer Without limitation, the Purchaser shall, at its own expense, insure such goods at their new price against theft, fire and water damage. In the event that any maintenance and inspection work is required on any such goods, the Purchaser shall cause such work to be obligated to maintain the rights of the Seller if the Title Reservation Goods are sold by the Buyer performed in good time at its own expense. Until title to any third party under credit arrangements. The Buyer shall promptly notify the Seller of any lien of attachment, execution or garnishment or any seizure or the like relating to any Title Reservation Goods. The Buyer hereby assigns goods has been transferred to the Seller and the Seller hereby accepts the Buyer’s assignment of any title to payment for any of the Goods resold by the Buyer to any purchaser and any secu- rity received by the Buyer from any such purchaser for any such payment provided however that the Buyer shall, subject to any notice to the contrary given by the Seller, have the right to collect any such payment and to enforce any such security at its cost. Upon the request of the SellerPurchaser, the Buyer Purchaser shall notify the Seller Vendor promptly if such goods are subject to distraint or other action by third parties. In the event that any such third party is not in a position to reimburse the cost of proceedings incurred by the debtors against which titles to payment so assigned are heldVendor both in and out of court in accordance with Section 771 ZPO (Code of Civil Procedure), the securities provided therefore, the type and the amount of the debt of each such debtor and the type and the amount of each such security and deliver Purchaser shall be liable to the Seller all documents which may be necessary to collect any amount so owed by any Vendor for the reimbursement of such debtor. Upon notice to the Buyer, the Seller shall have the right to notify any such debtor of the assign- ment of the title to payment by the Buyer to the Seller hereundercost.

Appears in 1 contract

Samples: www.carbotech.de

Retention of Title. 15.1 The Supplier shall retain legal and/or equitable title in any Goods supplied to the Customer until payment in full for the supply of the Goods has been received. 5.2 Notwithstanding the Supplier’s retention of legal title in the Goods, the Customer may sell such Goods or use the Goods in the ordinary course of the Customer’s business. While the Customer sells/processes the Goods as principal and not as agent of the Supplier, the proceeds of sale of each item of Goods must be held by the Customer in a separate fund on trust for the Supplier and the Customer is under a duty to account to the Supplier for such proceeds. The title creation of, or any failure of, any such trust shall not limit the obligation of the Customer to all pay an amount to the Supplier for Goods delivered supplied. 5.3 Until the Goods are sold/used, the Customer must store the Goods as how the Supplier directs/as required by law with due care, clearly designate the Goods as the property of the Supplier, store them in such a way they are clearly identified as the property of the Supplier and keep full and complete records of the location and ownership by the Seller Supplier of the Goods. 5.4 The Supplier is irrevocably entitled at any time before the sale of any item of Goods by the Customer to inspect or to recover and retake possession of such Goods and otherwise exercise in relation to the Buyer shall remain vested Goods any of its rights whether those rights are as owner and/or unpaid Seller or otherwise and whether those rights are conferred by common law, contract, statute or in any other way. In order to exercise such entitlement, the Seller until the full payment of all accounts receivable Supplier and its agents are irrevocably authorised by the Seller from the Buyer for any reason whatso ever provided that under current account arrangements the title so retained shall be deemed Customer to be security for any balance owed to the Seller. The Buyer shall not dispose of enter any of the Goods the title to which is so vested in the Seller (“Title Reservation Goods”) other than in the BuyerCustomer’s ordinary course of business provided that the Buyer shall no longer have the right so to dispose premises or vehicles or those of any Title Reservation Goods if and as soon as the Buyer fails to make payments when payments are duethird party. The Buyer shall Customer agrees to obtain the consent of any such third party to such entry by the Supplier and to indemnify the Supplier and its agents for any liability arising from any entry upon such third parties’ premises or vehicles. The Supplier is not have liable for any damage to such premises caused by the right to pledge or to transfer by way removal of security the title to any Title Reservation Goods. The Buyer shall be obligated to maintain the rights 5.5 This reservation of the Seller if the Title Reservation Goods are sold by the Buyer to any third party under credit arrangements. The Buyer shall promptly notify the Seller of any lien of attachment, execution title and ownership is effective whether or garnishment or any seizure or the like relating to any Title Reservation Goods. The Buyer hereby assigns to the Seller and the Seller hereby accepts the Buyer’s assignment of any title to payment for any of not the Goods resold by the Buyer to any purchaser and any secu- rity received by the Buyer have been altered from any such purchaser for any such payment provided however that the Buyer shall, subject to any notice to the contrary given by the Seller, have the right to collect any such payment and to enforce any such security at its cost. Upon the request of the Seller, the Buyer shall notify the Seller of the debtors against which titles to payment so assigned are held, the securities provided therefore, the type and the amount of the debt of each such debtor and the type and the amount of each such security and deliver to the Seller all documents which may be necessary to collect any amount so owed by any such debtor. Upon notice to the Buyer, the Seller shall have the right to notify any such debtor of the assign- ment of the title to payment by the Buyer to the Seller hereundertheir supplied form or commingled with other goods.

Appears in 1 contract

Samples: acplumbingsupplies.com.au

Retention of Title. (1. The ) Seller retains title to all Goods delivered by the Seller to goods under this Contract or, except where the governing law is Italian law, any other contract between Buyer shall remain vested in the and Seller until the full payment of the price of all accounts receivable goods. Subject to this clause 4, Buyer shall segregate the delivered goods from other goods, post signs to indicate that the goods are owned by Seller and keep the goods in good condition and insured against all risks for not less than the Contract Price. Except where the governing law is English law or Italian law, as a general guaranty, Seller also retains title to the sold goods until all current and future claims arising from this Contract and any existing business relationship (secured claims) have been fully settled, and if the marketable value of the securities exceeds Seller’s claims by more than 10%, upon Xxxxx’s request, Seller shall release securities at Seller’s option. (2) Except where the governing law is English law, in the case of a breach of contract by Xxxxx, Seller is entitled to cancel this Contract and reclaim the goods at Buyer’s expense on the basis of the retention of title and the cancellation unless applicable statutory law obliges Seller to set an appropriate grace period to remediate the breach of contract. (3) Buyer for any reason whatso ever provided that under current account arrangements is entitled to resell and/or process the retention goods in the proper course of business. In this case, except where the governing law is English law or Italian law, the following provisions shall apply additionally: (a) The retention of title so retained covers products manufactured from Seller’s goods through processing, blending or combining at their full value, in which case Seller shall be deemed the manufacturer of the manufactured products. If any person who is not a party to be security for any balance owed this Contract (a “third party”) has retained title to its goods in case of processing, blending or combining, Seller shall acquire joint ownership at a ratio of the invoiced value of the processed, blended or combined goods. Furthermore, the provisions regarding the retention goods shall also apply to the Sellermanufactured products. The (b) Buyer shall not dispose of hereby transfers title to any claims against third parties arising from the resale of the Goods goods or the title manufactured product in their entirety or at the ratio of Seller’s joint ownership according to which paragraph (a) above to Seller by way of security. Seller accepts this transfer. (c) Xxxxx shall remain entitled to collect the claim against a third party alongside with Xxxxxx. Seller undertakes not to collect the claim as long as Buyer meets its payment obligations vis-à-vis Seller, is so vested not in default of payment, has not made an application for the Seller (“Title Reservation Goods”) initiation of insolvency or similar proceedings and does not lack financial capacity in other than in respects. If this is however the Buyer’s ordinary course of business provided that the Buyer shall no longer have the right so case, Xxxxxx is entitled to dispose of ask Xxxxx to disclose any Title Reservation Goods if and transferred claims as soon well as the Buyer fails debtors to make payments when payments are due. The Buyer shall not have Seller, to provide Seller with all information necessary to collect such claims, to hand over the right related documents and to pledge or to inform the debtors (third parties) of the transfer by way of security the title to any Title Reservation Goods. The Buyer shall be obligated to maintain the rights of the Seller if the Title Reservation Goods are sold by the Buyer to any third party under credit arrangements. The Buyer shall promptly notify the Seller of any lien of attachment, execution or garnishment or any seizure or the like relating to any Title Reservation Goods. The Buyer hereby assigns to the Seller and the Seller hereby accepts the Buyer’s assignment of any title to payment for any of the Goods resold by the Buyer to any purchaser and any secu- rity received by the Buyer from any such purchaser for any such payment provided however that the Buyer shall, subject to any notice to the contrary given by the Seller, have the right to collect any such payment and to enforce any such security at its cost. Upon the request of the Seller, the Buyer shall notify the Seller of the debtors against which titles to payment so assigned are held, the securities provided therefore, the type and the amount of the debt of each such debtor and the type and the amount of each such security and deliver to the Seller all documents which may be necessary to collect any amount so owed by any such debtor. Upon notice to the Buyer, the Seller shall have the right to notify any such debtor of the assign- ment of the title to payment by the Buyer to the Seller hereunder.

Appears in 1 contract

Samples: europe.marubeni.com

Retention of Title. 1. The title to all Goods delivered by the Seller to the Buyer goods (retained goods) shall remain vested in the Seller property of the Supplier until the full payment fulfilment of all accounts receivable by claims against the Seller Purchaser to which he is entitled, even if the individual goods have been paid for. If the value of the security exceeds the Supplier’s claims against the Purchaser from the Buyer for any reason whatso ever provided that under current account arrangements ongoing business relationship by more than 25%, the title so retained Supplier shall be deemed to be security for any balance owed to the Seller. The Buyer shall not dispose of any release a corresponding share of the Goods the title to which is so vested in the Seller (“Title Reservation Goods”) other than in the Buyer’s ordinary course of business provided that the Buyer shall no longer have the right so to dispose of any Title Reservation Goods if and as soon as the Buyer fails to make payments when payments are due. The Buyer shall not have the right to pledge or to transfer by way of security the title to any Title Reservation Goods. The Buyer shall be obligated to maintain the rights of the Seller if the Title Reservation Goods are sold by the Buyer to any third party under credit arrangements. The Buyer shall promptly notify the Seller of any lien of attachment, execution or garnishment or any seizure or the like relating to any Title Reservation Goods. The Buyer hereby assigns to the Seller and the Seller hereby accepts the Buyer’s assignment of any title to payment for any of the Goods resold by the Buyer to any purchaser and any secu- rity received by the Buyer from any such purchaser for any such payment provided however that the Buyer shall, subject to any notice to the contrary given by the Seller, have the right to collect any such payment and to enforce any such security at its cost. Upon the request of the SellerPurchaser. The retained goods may not be pledged or assigned as a security. In the event of resale or rental of the retained goods, as permitted in the ordinary course of business, the Buyer Purchaser shall notify assign any future claims from the Seller resale or rental against his customers to the Supplier as a precaution until the settlement of all the Supplier’s claims, without any special declarations being required later. The assignment shall include balance claims which result as part of existing current account relationships or in the event of the debtors against which titles to payment so assigned are heldtermination of such relationships between the Purchaser and his customers. If a legitimate interest in demonstrated, the securities provided thereforePurchaser must provide the Supplier with the information required to assert his rights against the customer and must release the necessary documents for this. If the retained goods are resold or rented together with other items without an individual price being agreed for the retained goods, the type Purchaser shall assign to the Supplier, with priority over the remaining claims, the part of the total price claim or total interest which corresponds to the value of the retained goods invoiced by the Supplier. Until revocation, the Purchaser shall be entitled to collect the assigned claims from the resale or renting. All costs of collection and any intervention shall be borne by the Purchaser. Where is good cause, in particular a delay in payment, a stoppage of payments, the protest of a bill or the opening of insolvency proceedings, or if other comparable grounds are present which suggest the Purchaser may be insolvent, the Supplier shall be entitled to revoke the Purchaser’s collection authority. Furthermore, after threatening the disclosure of the security assignment or the exploitation of the assigned claims, the Supplier may, in adherence to a reasonable notice period, disclose the security assignment, exploit the assigned claims and demand that the Purchaser discloses the security assignment to the customer. In the event that the equivalent value of the claims assigned to the Supplier is received by the Purchaser or a bank of the Purchaser, the Purchaser is obliged to immediately report their receipt and transfer it to them. If the Purchaser processes the retained goods, reforms them or combines them with other items, the processing, reforming or combining shall take place for the Supplier. They shall immediately become the owner of the item produced through the processing, reforming or combining. If this is not possible for legal reasons, the Supplier and Purchaser agree that the Supplier shall be the owner of the new item at every stage of the processing, reforming or combining. The Purchaser shall store the new item for the Supplier with the care of a prudent businessman. The item produced through the processing, reforming or combining shall apply as retained goods. In the event of processing, reforming or combining with other items not belonging to the Supplier, the Supplier shall have joint ownership of the new product in a share reflecting the ratio of the value of the processed, reformed or combined retained item to the value of the new item. In the event of resale or renting of the new item, as a precaution the Purchaser shall hereby assign to the Supplier his claims from the resale or renting against his customers along with all ancillary rights, without any special declarations being required later. If the retained goods are combined with land or moveable property, as a precaution the Purchaser shall assign the claims to which he is entitled as remuneration for the combining, along with all ancillary rights, to the Supplier without any special declarations being required later. If the Purchaser is the owner of the land or if for other legal reasons he is entitled to a claim to the rent from this land, he shall also assign this rent to the Supplier. The assignment shall apply respectively only in the amount of the debt of each such debtor and the type and the amount of each such security and deliver sum corresponding to the Seller all documents which may be necessary to collect any amount so owed value invoiced by any such debtorthe Supplier of the processed, reformed or combined retained goods. Upon notice The claim share assigned to the BuyerSupplier shall have priority over the remaining claims. The Purchaser shall inform the Supplier forthwith of any pledging, seizure or other act of intervention by third parties. Should the Purchaser act in violation of the agreement, notably in the case of default in payment, the Seller Supplier shall have be entitled to recovery. The Purchaser shall be obliged to return the right to notify any such debtor retained goods. The taking back or assertion of the assign- ment retention of title by the Supplier does not require withdrawal on the part of the title to payment Supplier; no withdrawal from the contract lies in these actions or the pledging of the retained goods by the Buyer Supplier unless the Supplier has expressly declared this. After a prior warning, the Supplier shall be entitled to otherwise exploit the Seller hereunderretained goods and use the proceeds thereof to offset his outstanding claims.

Appears in 1 contract

Samples: www.bayka.de

Retention of Title. 1. The title goods sold shall remain property of Seller until all claims arising out of our business relationship with Buyer have been satisfied, but the risk in the goods and all liability to all Goods delivered by the Seller third parties in respect therof shall pass to the Buyer on delivery. If the goods have been processed or finished by Buyer, our title shall remain vested extend to the new finished product, but not to any waste streams from the processing or finishing.  If the goods have been processed, combined or mixed by Buyer with goods of Buyer or third parties, Seller shall acquire joint title pro rata, to that part of the goods that represents the invoiced value of our goods in relation to the total value of the other goods which have been processed, combined or mixed.  In the event goods from Seller are combined or mixed with main goods ("Hauptsachen") of Buyer or of any third party, Buyer hereby assigns its rights to Seller with regard to the new products. If Buyer combines or mixes goods from Seller with main goods of a third party for compensation, Buyer hereby assigns to Seller its right to compensation from such third party.  Buyer may, in the Seller until the full payment of all accounts receivable by the Seller from the Buyer for any reason whatso ever provided that under current account arrangements the title so retained shall be deemed to be security for any balance owed to the Seller. The Buyer shall not dispose of any of the Goods the title to which is so vested in the Seller (“Title Reservation Goods”) other than in the Buyer’s ordinary course of business provided that his business, resell any goods which are subject to Seller's retention of title. If, upon such resale, Buyer does not receive the Buyer full purchase price in advance or upon delivery of such goods, he shall no longer have the right so to dispose agree with his customer a retention of any Title Reservation Goods if and as soon as the Buyer fails to make payments when payments are due. The Buyer shall not have the right to pledge or to transfer by way of security the title to any Title Reservation Goods. The Buyer shall be obligated to maintain the rights of the Seller if the Title Reservation Goods are sold by the Buyer to any third party under credit arrangements. The Buyer shall promptly notify the Seller of any lien of attachment, execution or garnishment or any seizure or the like relating to any Title Reservation Goodsin accordance with these conditions. The Buyer hereby assigns to Seller all his claims arising from such resale and his rights arising from the Seller and the Seller hereby accepts the Buyer’s assignment said agreement for retention of any title to payment for any of the Goods resold title. If so requested by the Buyer to any purchaser and any secu- rity received by the Buyer from any such purchaser for any such payment provided however that the Buyer shall, subject to any notice to the contrary given by the Seller, have the right to collect any such payment and to enforce any such security at its cost. Upon the request of the Seller, the Buyer shall notify advise his customer of such assignment of rights and shall provide Seller with the Seller of the debtors against which titles to payment so assigned are held, the securities provided therefore, the type information and the amount of the debt of each such debtor and the type and the amount of each such security and deliver to the Seller all documents which may be necessary to enforce Seller's rights. Notwithstanding the foregoing, Buyer shall only be entitled to collect payments from claims from such resale to any amount so owed third party as long as Buyer properly satisfies his obligations to Seller.  In the event that the security interests granted to Seller exceed by any such debtor. Upon notice to more than 10 percent the value of Seller's claims arising out of our business relationship with Buyer, the Seller shall have the right shall, upon written request, be obligated to notify any such debtor release security interests in excess of the assign- ment of the title to payment by the Buyer to the Seller hereunder.said limitation. 

Appears in 1 contract

Samples: Amendment and Restatement Agreement (Ferro Corp)

Retention of Title. 1The Seller retains the title to the items until all claims of the Seller against the Buyer from the business relationship, including future claims arising from simultaneous or subsequent contracts, are settled. This shall also apply if individual or all claims of the Seller have been included in a current invoice and the balance is drawn and recognised. The assertion of our retention of title rights is not to all Goods delivered by be regarded as cancellation of the Seller contract. We rather retain, in addition to the right to the return of our property, our rights under the contract of sale, in particular claims for damages and lost profits. If the Buyer shall remain vested in defaults, or violates one of the Seller until the full payment of all accounts receivable by the Seller obligations towards us from the Buyer for any reason whatso ever provided that under current account arrangements agreed retention of title, the title so retained shall be deemed entire balance is due immediately. In these cases, we are entitled to be security for any balance owed demand the return of the items and to the Sellercollect them from Buyer. The Buyer shall not dispose has no right of any possession. The Buyer has the revocable right to resell the reserved items within the context of the Goods the title to which is so vested in the Seller (“Title Reservation Goods”) other than in the Buyer’s an ordinary course of business provided that the Buyer shall no longer have the right so to dispose of any Title Reservation Goods if and as soon as the Buyer fails to make payments when payments are due. The Buyer shall not have the right to pledge or to transfer by way of security the title to any Title Reservation Goods. The Buyer shall be obligated to maintain the rights of the Seller if the Title Reservation Goods are sold by the Buyer to any third party under credit arrangements. The Buyer shall promptly notify the Seller of any lien of attachment, execution or garnishment or any seizure or the like relating to any Title Reservation Goodsbusiness. The Buyer hereby assigns to us all receivables and ancillary rights entitled to him from the Seller and resale. If, after processing / blending, the Seller hereby accepts the Buyer’s assignment of any title to payment for any of the Goods reserved items are resold by the Buyer along with items not belonging to any purchaser and any secu- rity received by the Buyer from any such purchaser for any such payment provided however that the Buyer shall, subject to any notice to the contrary given by the Seller, have the right to collect any such payment and to enforce any such security at its cost. Upon the request of the Seller, the Buyer shall notify assign all receivables arising from the resale in the amount of the value of the reserved items together with all ancillary rights and with priority. The Seller accepts the reassignment.The Buyer is also authorised to collect receivables even after the reassignment. The Seller's right to collect the receivables ourselves remains unaffected. However, the Seller undertakes not to collect the receivables as long as the Buyer meets its payment and other obligations. The Seller may require the Buyer to provide details of the reassigned receivables and their debtors, and all information necessary for collection, including the relevant documents, and to inform the debtors of the reassignment. Any working or processing of the reserved items by the Buyer for the Seller may be done without the latter being under any new obligation. In processing, blending, combining or mixing of the reserved items with other items not belonging to the Seller of the debtors against which titles items, this results in the Seller receiving co-ownership of the new item in proportion to payment so assigned are heldthe value of the reserved items used in the processing at the time of processing, combining, mixing or blending. If the Buyer acquires sole ownership of the new item, the securities provided therefore, contracting parties agree that the type and the amount of the debt of each such debtor and the type and the amount of each such security and deliver Buyer grants to the Seller ownership of the new item in relation to the value of the processed, blended, mixed or combined reserved items, without cost to the Seller. The assigned receivables serve, in any case, as security for all documents which may be necessary of our receivables referred to collect any amount so owed in paragraph 1. If, in connection with the payment of the purchase price due by any such debtor. Upon notice to the Buyer, a mutual liability of the Seller is justified, the retention of title as well as the underlying receivable from delivery of items shall have not expire before the right to notify any such debtor cashing of the assign- ment bill of the title to payment exchange by the Buyer as drawee. If the value of the existing securities exceeds by more than 20% the receivables to be secured, the Seller, at the request of the Buyer, is obliged to release such collateral. The Buyer is not authorised to dispose of the reserved items in any manner other than the above, in particular with regard to pledges or security interests. It must notify us of any infringement of the rights to the Seller hereunderitems in our property immediately.the underlying receivable from delivery of items shall not expire before the cashing of the bill of exchange by the Buyer as drawee. If the value of the existing securities exceeds by more than 20% the receivables to be secured, the Seller, at the request of the Buyer, is obliged to release such collateral. The Buyer is not authorised to dispose of the reserved items in any manner other than the above, in particular with regard to pledges or security interests. It must notify us of any infringement of the rights to the items in our property immediately.

Appears in 1 contract

Samples: www.starline.de

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Retention of Title. 1. The title goods sold shall remain property of Seller until all claims arising out of our business relationship with Buyer have been satisfied, but the risk in the goods and all liability to all Goods delivered by the Seller third parties in respect therof shall pass to the Buyer on delivery. If the goods have been processed or finished by Buyer, our title shall remain vested extend to the new finished product, but not to any waste streams from the processing or finishing. If the goods have been processed, combined or mixed by Buyer with goods of Buyer or third parties, Seller shall acquire joint title pro rata, to that part of the goods that represents the invoiced value of our goods in relation to the total value of the other goods which have been processed, combined or mixed. In the event goods from Seller are combined or mixed with main goods ("Hauptsachen") of Buyer or of any third party, Buyer hereby assigns its rights to Seller with regard to the new products. If Buyer combines or mixes goods from Seller with main goods of a third party for compensation, Buyer hereby assigns to Seller its right to compensation from such third party. Buyer may, in the Seller until the full payment of all accounts receivable by the Seller from the Buyer for any reason whatso ever provided that under current account arrangements the title so retained shall be deemed to be security for any balance owed to the Seller. The Buyer shall not dispose of any of the Goods the title to which is so vested in the Seller (“Title Reservation Goods”) other than in the Buyer’s ordinary course of business provided that his business, resell any goods which are subject to Seller's retention of title. If, upon such resale, Buyer does not receive the Buyer full purchase price in advance or upon delivery of such goods, he shall no longer have the right so to dispose agree with his customer a retention of any Title Reservation Goods if and as soon as the Buyer fails to make payments when payments are due. The Buyer shall not have the right to pledge or to transfer by way of security the title to any Title Reservation Goods. The Buyer shall be obligated to maintain the rights of the Seller if the Title Reservation Goods are sold by the Buyer to any third party under credit arrangements. The Buyer shall promptly notify the Seller of any lien of attachment, execution or garnishment or any seizure or the like relating to any Title Reservation Goodsin accordance with these conditions. The Buyer hereby assigns to Seller all his claims arising from such resale and his rights arising from the Seller and the Seller hereby accepts the Buyer’s assignment said agreement for retention of any title to payment for any of the Goods resold title. If so requested by the Buyer to any purchaser and any secu- rity received by the Buyer from any such purchaser for any such payment provided however that the Buyer shall, subject to any notice to the contrary given by the Seller, have the right to collect any such payment and to enforce any such security at its cost. Upon the request of the Seller, the Buyer shall notify advise his customer of such assignment of rights and shall provide Seller with the Seller of the debtors against which titles to payment so assigned are held, the securities provided therefore, the type information and the amount of the debt of each such debtor and the type and the amount of each such security and deliver to the Seller all documents which may be necessary to enforce Seller's rights. Notwithstanding the foregoing, Buyer shall only be entitled to collect payments from claims from such resale to any amount so owed third party as long as Buyer properly satisfies his obligations to Seller. In the event that the security interests granted to Seller exceed by any such debtor. Upon notice to more than 10 percent the value of Seller's claims arising out of our business relationship with Buyer, the Seller shall have the right shall, upon written request, be obligated to notify any such debtor release security interests in excess of the assign- ment of the title to payment by the Buyer to the Seller hereundersaid limitation.

Appears in 1 contract

Samples: Amendment and Restatement Agreement (Ferro Corp)

Retention of Title. 1. The title to all Seller shall retain absolute ownership of the property in the Goods delivered by the Seller which shall not pass to the Buyer and the Buyer shall remain vested in keep and retain the Goods as bailee for and on behalf of the Seller and shall deliver up the Goods to the Seller at the Seller's request until the Seller has received full payment of all accounts receivable by the Seller from the Buyer for any reason whatso ever provided that under current account arrangements the title so retained shall be deemed to be security for any balance owed to the Seller. The Buyer shall not dispose of any price of the Goods the title to which is so vested in the Seller (“Title Reservation Goods”) other than in the Buyer’s ordinary course of business provided that the Buyer shall no longer have the right so to dispose and full payment of any Title Reservation Goods if and as soon as the Buyer fails to make payments when payments other sums whatsoever which are due. The Buyer shall not have the right to pledge or to transfer by way of security the title to any Title Reservation Goods. The Buyer shall be obligated to maintain the rights of the Seller if the Title Reservation Goods are sold by the Buyer to any third party under credit arrangements. The Buyer shall promptly notify the Seller of any lien of attachment, execution or garnishment or any seizure or the like relating to any Title Reservation Goods. The Buyer hereby assigns to the Seller and the Seller hereby accepts the Buyer’s assignment of any title to payment for any of the Goods resold by the Buyer to any purchaser and any secu- rity received by the Buyer outstanding from any such purchaser for any such payment provided however that the Buyer shall, subject to any notice to the contrary given by the Seller, have the right to collect any such payment and to enforce any such security at its cost. Upon the request of the Seller, the Buyer shall notify the Seller of the debtors against which titles to payment so assigned are held, the securities provided therefore, the type and the amount of the debt of each such debtor and the type and the amount of each such security and deliver to the Seller all documents which may be necessary to collect any amount so owed by any such debtor. Upon notice to the Buyer, the Seller shall have the right to notify any such debtor of the assign- ment of the title to payment by the Buyer to the Seller hereunderwhether or not due and owing, and until such time the Buyer: a) shall insure the Goods against usual risks with an insurance office of repute. b) shall store separately the Goods or in some way ensure that the Goods are readily identifiable as the property of the Seller. c) irrevocably authorises the representatives of the Seller at any time in circumstances where the provisions of Conditions 17 may apply to enter upon the Buyer's premises where the Goods are or are thought by the Seller to be stored for the purpose of repossessing the Goods. d) shall keep and retain the Goods free from any charge lien or other encumbrance. Provided always that no circumstances have arisen where the provisions of Condition 17 may apply the Buyer shall be entitled to offer for sale and sell the Goods in the ordinary course of business as principal and not as agent at the best obtainable price and upon such sale the Seller shall be legally and beneficially entitled to the proceeds of sale and the Buyer shall pay such proceeds of sale into a separate account or otherwise shall ensure that all such proceeds of sale are kept by or on behalf of the Buyer in a separate and identifiable form. In particular but without prejudice to the generality of the foregoing the Buyer shall not pay the proceeds of sale into any bank account which is overdrawn. Further forthwith upon receipt of the proceeds of sale the Buyer shall pay to the Seller any of the aforesaid sums outstanding to the Seller and shall not use or deal with the proceeds of sale in any way whatsoever until such sums have been paid. If the Buyer is in breach of Conditions 12.2.

Appears in 1 contract

Samples: bsp-if.com

Retention of Title. 1. The title goods sold shall remain property of Seller until all claims arising out of our business relationship with Buyer have been satisfied, but the risk in the goods and all liability to all Goods delivered by the Seller third parties in respect therof shall pass to the Buyer on delivery. If the goods have been processed or finished by Buyer, our title shall remain vested extend to the new finished product, but not to any waste streams from the processing or finishing. If the goods have been processed, combined or mixed by Buyer with goods of Buyer or third parties, Seller shall acquire joint title pro rata, to that part of the goods that represents the invoiced value of our goods in relation to the total value of the other goods which have been processed, combined or mixed. In the event goods from Seller are combined or mixed with main goods ("Hauptsachen") of Buyer or of any third party, Buyer hereby assigns its rights to Seller with regard to the new products. If Buyer combines or mixes goods from Seller with main goods of a third party for compensation, Buyer hereby assigns to Seller its right to compensation from such third party. Buyer may, in the Seller until the full payment of all accounts receivable by the Seller from the Buyer for any reason whatso ever provided that under current account arrangements the title so retained shall be deemed to be security for any balance owed to the Seller. The Buyer shall not dispose of any of the Goods the title to which is so vested in the Seller (“Title Reservation Goods”) other than in the Buyer’s ordinary course of business provided that his business, resell any goods which are subject to Seller's retention of title. If, upon such resale, Buyer does not receive the Buyer full purchase price in advance or upon delivery of such goods, he shall no longer have the right so to dispose agree with his customer a retention of any Title Reservation Goods if and as soon as the Buyer fails to make payments when payments are due. The Buyer shall not have the right to pledge or to transfer by way of security the title to any Title Reservation Goods. The Buyer shall be obligated to maintain the rights of the Seller if the Title Reservation Goods are sold by the Buyer to any third party under credit arrangements. The Buyer shall promptly notify the Seller of any lien of attachment, execution or garnishment or any seizure or the like relating to any Title Reservation Goodsin accordance with these conditions. The Buyer hereby assigns to Seller all his claims arising from such resale and his rights arising from the Seller and the Seller hereby accepts the Buyer’s assignment said agreement for retention of any title to payment for any of the Goods resold title. If so requested by the Buyer to any purchaser and any secu- rity received by the Buyer from any such purchaser for any such payment provided however that the Buyer shall, subject to any notice to the contrary given by the Seller, have the right to collect any such payment and to enforce any such security at its cost. Upon the request of the Seller, the Buyer shall notify advise his customer of such assignment of rights and shall provide Seller with the Seller of the debtors against which titles to payment so assigned are held, the securities provided therefore, the type information and the amount of the debt of each such debtor and the type and the amount of each such security and deliver to the Seller all documents which may be necessary to enforce Seller's rights. Notwithstanding the foregoing, Buyer shall only be entitled to collect payments from claims from such resale to any amount so owed third party as long as Buyer properly satisfies his obligations to Seller. 130 In the event that the security interests granted to Seller exceed by any such debtor. Upon notice to more than 10 percent the value of Seller's claims arising out of our business relationship with Buyer, the Seller shall have the right shall, upon written request, be obligated to notify any such debtor release security interests in excess of the assign- ment of the title to payment by the Buyer to the Seller hereundersaid limitation.

Appears in 1 contract

Samples: Amendment and Restatement Agreement (Ferro Corp)

Retention of Title. 1Title to all delivered goods remains with Mondi until the buyer has paid all sums owing to Mondi in connection with the respective Contract and all other obligations of the buyer towards Mondi 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 Mondi without imposing obligations on Mondi. If the delivered goods are processed with other goods not owned by Mondi, Mondi acquires a co-ownership on the newly produced goods pro rata the value of the delivered goods at the time of the processing. The title buyer shall be entitled to all Goods sell the delivered by the Seller to the Buyer shall remain vested goods in the Seller until usual course of business. Any possible claims resulting from such sale shall herewith be assigned to Mondi in advance and the full payment buyer shall undertake all necessary publicity requirements for enforceability of all accounts receivable such assignment. The buyer shall not provide Mondi with written customer lists without Xxxxx’x prior consent in writing. If the buyer sells any goods co-owned by Mondi, the Seller from assignment shall apply in the Buyer for any reason whatso ever provided that under current account arrangements the title so retained same volume as this co-ownership. Mondi shall be deemed entitled to be security for any balance owed to collect the Sellerassigned sum. The Buyer buyer is obliged to appropriately insure the goods still owned by Mondi against all common risks, particularly against fire, burglary or damage caused by water at its own expense, to treat them cautiously and store them properly. In case the buyer is in delay of overdue payment considering a grace period of 10 working days, Mondi shall not dispose of any be entitled to demand restitution of the Goods the title to which is so vested in the Seller (“Title Reservation Goods”) other than in the Buyer’s ordinary course of business provided that the Buyer shall no longer have the right so to dispose of any Title Reservation Goods if and as soon as the Buyer fails to make payments when payments are due. The Buyer shall not have the right to pledge delivered goods or to transfer by way of security collect the title delivered goods and to any Title Reservation Goods. The Buyer shall be obligated to maintain the rights of the Seller if the Title Reservation Goods sell them as they are sold by the Buyer (i.e. including their packing) to any third party under credit arrangementsperson. The Buyer One or several of these acts shall promptly notify not be considered as termination of the Seller respective orders and do not relieve the buyer to effect payment of the invoiced amounts. In case the delivered goods are sold to third parties by Mondi, the buyer states and guaranties that this will not result in the infringement of any lien of attachmentintellectual property rights (e.g. trademark rights with regard to signs, execution logos and words, etc.) that are imprinted on the respective goods or garnishment or packaging and waives any seizure or rights the like relating to any Title Reservation Goodsbuyer may have against Mondi resulting therefrom. The Buyer hereby assigns to Mondi may, at its free discretion, however, also terminate the Seller and the Seller hereby accepts the Buyer’s assignment of any title to payment for unpaid order, without limiting any of Mondi’s claims arising out of or in connection with the Goods resold by the Buyer to any purchaser and any secu- rity received by the Buyer from any such purchaser buyer’s breach of Contract, in particular claims for any such payment provided however that the Buyer shall, subject to any notice to the contrary given by the Seller, have the right to collect any such payment and to enforce any such security at its cost. Upon the request of the Seller, the Buyer shall notify the Seller of the debtors against which titles to payment so assigned are held, the securities provided therefore, the type and the amount of the debt of each such debtor and the type and the amount of each such security and deliver to the Seller all documents which may be necessary to collect any amount so owed by any such debtor. Upon notice to the Buyer, the Seller shall have the right to notify any such debtor of the assign- ment of the title to payment by the Buyer to the Seller hereunderdamages.

Appears in 1 contract

Samples: www.mondigroup.com

Retention of Title. 1. The title to all Goods delivered by the Seller to the Buyer shall remain vested in the Seller until the full payment of all accounts receivable by the Seller from the Buyer for any reason whatso ever provided that under current account arrangements the title so retained shall be deemed to be security for any balance owed to the Seller. The Buyer shall not dispose of any of the Goods the title to which is so vested in the Seller (“Title Reservation Goods”) other than in the Buyer’s ordinary course of business provided that the Buyer shall no longer have the right so to dispose of any Title Reservation Goods if and as soon as the Buyer fails to make payments when payments are due. The Buyer shall not have the right to pledge or to transfer by way of security the title to any Title Reservation Goods. The Buyer shall be obligated to maintain the rights of the Seller if the Title Reservation Goods are sold by the Buyer to any third party under credit arrangements. The Buyer shall promptly notify the Seller of any lien of attachment, execution or garnishment or any seizure or the like relating to any Title Reservation Goods. The Buyer hereby assigns to the Seller and the Seller hereby accepts the Buyer’s assignment of any title to payment for any of the Goods resold by the Buyer to any purchaser and any secu- rity security received by the Buyer from any such purchaser for any such payment provided however that the Buyer shall, subject to any notice to the contrary given by the Seller, have the right to collect any such payment and to enforce any such security at its cost. Upon the request of the Seller, the Buyer shall notify the Seller of the debtors against which titles to payment so assigned are held, the securities provided therefore, the type and the amount of the debt of each such debtor and the type and the amount of each such security and deliver to the Seller all documents which may be necessary to collect any amount so owed by any such debtor. Upon notice to the Buyer, the Seller shall have the right to notify any such debtor of the assign- ment assignment of the title to payment by the Buyer to the Seller hereunder.

Appears in 1 contract

Samples: Sales Terms

Retention of Title. 1. The title to all Goods delivered by the Seller to the Buyer shall remain vested in the Seller until the full payment of all accounts receivable by the Seller from the Buyer for any reason whatso ever whatsoever provided that under current account arrangements the title so retained shall be deemed to be security for any balance owed to the Seller. The Buyer shall not dispose of any of the Goods the title to which is so vested in the Seller (“Title Reservation Goods”) other than in the Buyer’s ordinary course of business provided that the Buyer shall no longer have the right so to dispose of any Title Reservation Goods if and as soon as the Buyer fails to make payments when payments are due. The Buyer shall not have the right to pledge or to transfer by way of security the title to any Title Reservation Goods. The Buyer shall be obligated to maintain the rights of the Seller if the Title Reservation Goods are sold by the Buyer to any third party under credit arrangements. The Buyer shall promptly notify the Seller of any lien of attachment, execution or garnishment or any seizure or the like relating to any Title Reservation Goods. The Buyer hereby assigns to the Seller and the Seller hereby accepts the Buyer’s assignment of any title to payment for any of the Goods resold by the Buyer to any purchaser and any secu- rity security received by the Buyer from any such purchaser for any such payment provided however that the Buyer shall, subject to any notice to the contrary given by the Seller, have the right to collect any such payment and to enforce any such security at its cost. Upon the request of the Seller, the Buyer shall notify the Seller of the debtors against which titles to payment so assigned are held, the securities provided thereforetherefor, the type and the amount of the debt of each such debtor and the type and the amount of each such security and deliver to the Seller all documents which may be necessary to collect any amount so owed by any such debtor. Upon notice to the Buyer, the Seller shall have the right to notify any such debtor of the assign- ment assignment of the title to payment by the Buyer to the Seller hereunder.

Appears in 1 contract

Samples: awpvalves.com

Retention of Title. 1. The Seller shall retain the title to all Goods the goods delivered by him until all his claims arising from the Seller to business relationship with the Buyer have been satisfied. Any processing or treatment shall remain vested in the Seller until the full payment of all accounts receivable be carried out by the Seller from Buyer on behalf of the Buyer Seller, without any obligations arising for any reason whatso ever provided that under current account arrangements the title so retained shall be deemed to be security for any balance owed to the Seller. The If the Buyer processes reserved goods with other goods, the Seller shall not dispose of any be entitled to co-ownership of the Goods the title to which is so vested new products in the Seller (“Title Reservation Goods”) other than in the Buyer’s ordinary course of business provided that the Buyer shall no longer have the right so to dispose of any Title Reservation Goods if and as soon as the Buyer fails to make payments when payments are due. The Buyer shall not have the right to pledge or to transfer by way of security the title to any Title Reservation Goods. The Buyer shall be obligated to maintain the rights ratio of the Seller if value of the Title Reservation Goods are sold by processed reserved goods to the Buyer to any third party under credit arrangements. The Buyer shall promptly notify other goods at the Seller time of any lien of attachment, execution processing or garnishment or any seizure or the like relating to any Title Reservation Goodstreatment. The Buyer hereby assigns to the Seller any co-ownership rights that may arise from the combination, blending or mixing of the delivered goods with other goods. The Buyer shall hold the products as a custodian for the Seller with commercial care. Upon request, the Buyer shall provide the Seller at any time with information on the stock and condition of the Seller's goods in his possession. The Buyer may only sell the delivered goods and the Seller hereby accepts products resulting from their treatment or processing, their combination, blending and mixing in the Buyer’s assignment ordinary course of any title to payment for any business. Transfer by way of security, pledging and other disposals endangering the rights of the Goods resold Seller are not permitted. The new object created by combining, mixing or blending serves as security for the Seller only to the amount of the sales price of the delivered reserved goods. The new item shall be deemed to be reserved goods within the meaning of this provision. The Buyer hereby assigns to the Seller as security the claims to which the Buyer to is entitled from the resale or on any purchaser and any secu- rity received by other legal grounds concerning the Buyer from any such purchaser for any such payment provided however that the Buyer shall, subject to any notice reserved goods to the contrary given by value of the Seller, have the right to collect any such payment and to enforce any such security at its costreserved goods resold. Upon At the request of the Seller, the Buyer shall be obliged to notify his buyers of the assignment and to provide the Seller with the information and documents required to assert his rights. As long as the Buyer meets his obligations, he is authorized to collect the assigned claims. If he is in default, he shall pay the amounts received for the assigned claims to the Seller immediately. The other claims of the Seller arising from the default of the Buyer shall not be affected by this. If the value of the securities exceeds the claims of the Seller by more than 20 %, the Buyer shall be entitled to demand the release of the securities to this extent. The Buyer shall notify the Seller immediately of any access by third parties to the reserved goods or the assigned claims, handing over the documents necessary for intervention. The Buyer shall bear the costs of the debtors against which titles to payment so assigned are held, the securities provided therefore, the type and the amount of the debt of each such debtor and the type and the amount of each such security and deliver to the Seller all documents which may be necessary to collect any amount so owed by any such debtor. Upon notice to the Buyer, the Seller shall have the right to notify any such debtor of the assign- ment of the title to payment by the Buyer to the Seller hereunderintervention.

Appears in 1 contract

Samples: www.essexfurukawa.ms

Retention of Title. 1. The title to all Goods delivered by the Seller to the Buyer goods sold shall remain vested Seller property until payment in the Seller until the full payment of all accounts receivable current and future claims arising under or in connection with the entire business relationship with Buyer, irrespective of the legal ground. Hence, this includes in particular claims to performance of the contract, to damages based on default, non-performance or the breach of other contractual or pre-contractual duties and claims based on the law of torts and the right to satisfaction. If processing or transformation of the reserved goods by the Buyer is carried out by Buyer on Seller’s behalf as a contract manufacturer; Buyer releases Seller from the manufacturer's liability. If Seller’s goods have been combined, mixed or processed to produce new goods, Seller’s title shall extend to the new product. Buyer for any reason whatso ever provided that under current account arrangements hereby assigns to Seller rights to the title so retained new product. If a third party’s right of ownership continues to exist when Seller goods are processed, combined or mixed with the third party's goods, Seller shall acquire co-ownership of the processed goods in relation to the new product. The value of the processed goods at the time of such processing, combination or mixing shall be deemed relevant. If Buyer combines or mixes Seller reserved goods with the main goods of a third party for compensation, Buyer hereby assigns to be security for any balance owed Seller his right to compensation from such third party. The above ratio applies accordingly to the Seller. The Buyer shall not dispose of any amount of the Goods the title to which is so vested assigned claim. Buyer may, in the Seller (“Title Reservation Goods”) other than in the Buyer’s ordinary course of business provided that his business, resell any goods which are subject to Seller’s retention of title. Buyer hereby assigns to Seller all his claims arising from such resale up to the amount of the value of the reserved goods at the time of the resale. Buyer is authorized to collect payments for claims from such resale for as long as he meets his obligations towards Seller in due form. If so requested by Seller, Buyer shall no longer have advise his customers of such assignment of rights and provide Seller with the right so information and documents necessary to enforce Seller rights vis-à-vis these parties. Buyer is obligated to insure the reserved goods to a reasonable extent against fire, water damage, burglary and theft at Buyer’s expense. Buyer hereby assigns to Seller any possible claims against the insurance up to the amount of the value of the reserved goods at the time of the occurrence of the insured event. Buyer is not authorized to dispose of the reserved goods in any Title Reservation Goods if manner other than as stated above. In particular, Buyer may not lend on the reserved goods or assign them as collateral, pledge or sell them. Access by third parties to goods and as soon as the Buyer fails receivables belonging to make payments when payments are dueSeller shall be notified without undue delay in writing. The If so requested by Seller, Buyer shall not have provide all the right information required on the stocks of the goods belonging to pledge or Seller and on the receivables assigned to transfer Seller. Buyer shall also xxxx the goods belonging to Seller as Seller property on Seller request and notify his buyers of the assignment. In the event of payment default on the part of Buyer, Seller is entitled to revoke Buyer's authorization to resell the reserved goods and to collect the receivables assigned to Seller, to disclose the assignment of the receivables and/or to demand the provisional surrender of the goods belonging to Seller at the expense of Buyer even without rescission of the purchase contract and without granting any grace period. In the event that the value of the collateral exceeds Seller claims against Buyer by way of security the title to any Title Reservation Goods. The Buyer more than 10 percent, Seller shall be obligated to maintain release the collateral in excess of said limitation. Rights in the event of a deterioration in financial circumstances: If it becomes evident after conclusion of the contract that Seller’s claim to counterperformance is jeopardized as a result of Buyer having insufficient funds to pay, Seller have the following rights in addition to the rights under applicable law: Seller can immediately assert claims for which a xxxx of exchange was presented; Seller is authorized to prohibit Buyer from reselling the goods and - subject to further rights under the reservation of title – to retrieve back goods not yet paid at Buyer's expense. All metals and precious metals on the Weight account of Buyer serve to collateralize all of Seller if claims against the Title Reservation Goods are sold Buyer. Seller is only obliged to surrender metals or precious metals to the extent that their countervalue exceeds the total amount of all of Seller claims. If Buyer is in default, Seller is entitled to purchase metals and precious metals entered on the Weight account of Buyer at a quantity equivalent to all of Seller payment claims and to set off Seller payment claims from the payment claim of Buyer based on such purchase by the Buyer to any third party under credit arrangementswritten declaration. The date of purchase is relevant for the exchange rate. Metal and precious metal liabilities of Buyer shall promptly notify may be settled by Seller through a sale at the Seller of any lien of attachment, execution or garnishment or any seizure or the like relating to any Title Reservation Goodscurrent daily price. The Buyer hereby assigns to the Seller and the Seller hereby accepts the outstanding money claim created can be set off against any credit balance of Buyer’s assignment of any title to payment for any of the Goods resold by the Buyer to any purchaser and any secu- rity received by the Buyer from any such purchaser for any such payment provided however that the Buyer shall, subject to any notice to the contrary given by the Seller, have the right to collect any such payment and to enforce any such security at its cost. Upon the request of the Seller, the Buyer shall notify the Seller of the debtors against which titles to payment so assigned are held, the securities provided therefore, the type and the amount of the debt of each such debtor and the type and the amount of each such security and deliver to the Seller all documents which may be necessary to collect any amount so owed by any such debtor. Upon notice to the Buyer, the Seller shall have the right to notify any such debtor of the assign- ment of the title to payment by the Buyer to the Seller hereunder.

Appears in 1 contract

Samples: Entire Agreement

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