The following simple and extended retention of title is agreed:
The items of the Supplies (Retained Goods) shall remain the property of the Supplier until all claims the Supplier has against the Purchaser under the business relationship have been fulfilled. If the value of all security interests to which the Supplier is entitled exceeds the amount of all secured claims by more than 20 %, the Supplier shall release a corresponding part of the security interests at the request of the Purchaser; the Supplier shall be entitled to choose between different security interests for the release.
During the existence of the reservation of title, the Purchaser is prohibited from pledging or transferring ownership by way of security and resale is only permitted to resellers in the ordinary course of business and only on condition that the reseller receives payment from its customer or makes the reservation that ownership is not transferred to the customer until the latter has fulfilled its payment obligations.
If the purchaser resells goods subject to retention of title, he hereby assigns his future claims from the resale against his customers with all ancillary rights - including any balance claims - to the supplier by way of security without any further special declarations being required.
- including any balance claims - to the supplier by way of security without the need for any further special declarations. If the reserved goods are resold together with other items without an individual price having been agreed for the reserved goods, the Purchaser shall assign to the Supplier that part of the total price claim which corresponds to the price of the reserved goods invoiced by the Supplier.
a) The Purchaser is permitted to process the reserved goods or to mix or combine them with other objects. The processing shall be carried out for the supplier. The Purchaser shall keep the resulting new item for the Supplier with the due care of a prudent businessman. The new object shall be deemed to be goods subject to retention of title.
b) The Supplier and the Purchaser agree already now that in the event of combination or mixing with other items not belonging to the Supplier, the Supplier shall in any case be entitled to co-ownership of the new item in the amount of the share resulting from the ratio of the value of the combined or mixed reserved goods to the value of the other goods at the time of combination or mixing. To this extent, the new item shall be deemed to be reserved goods.
c) The provision on the assignment of claims according to No. 3 shall also apply to the new item. However, the assignment shall only apply up to the amount corresponding to the value of the processed, combined or mixed reserved goods invoiced by the supplier.
d) If the Purchaser combines the Retained Goods with real estate or movable property, it shall also assign to the Supplier by way of security, without any further special declarations being required, its claim to which it is entitled as remuneration for the combination, together with all ancillary rights, in the amount of the ratio of the value of the combined Retained Goods to the other combined goods at the time of combination.
Until revoked, the Purchaser is authorised to collect assigned claims from the resale. In the event of good cause, in particular default of payment, cessation of payments, opening of insolvency proceedings, protest of a bill of exchange or justified indications of over-indebtedness or imminent insolvency of the Purchaser, the Supplier shall be entitled to revoke the Purchaser's collection authorisation. In addition, the Supplier may, after prior warning and observance of a reasonable period of time, disclose the assignment by way of security, realise the assigned claims and demand the disclosure of the assignment by way of security by the Purchaser to the Customer.
In the event of seizures, attachments or other dispositions or interventions by third parties, the customer shall notify the supplier without delay. If a justified interest is substantiated, the Purchaser shall immediately provide the Supplier with the information required to assert its rights against the Customer and hand over the necessary documents.
In the event of breaches of duty by the Purchaser, in particular in the event of default in payment, the Supplier shall be entitled to withdraw from the contract in addition to taking back the Retained Goods following the unsuccessful expiry of a reasonable deadline set for the Purchaser to perform; the statutory provisions on the dispensability of setting a deadline shall remain unaffected. The customer shall be obliged to surrender the goods. The taking back or assertion of the retention of title or the seizure of the reserved goods by the Supplier shall not constitute a withdrawal from the contract unless the Supplier has expressly declared this.