Retention of title
- All goods delivered by us shall remain our property until all payments resulting from the business relation as a whole have been received. In the event of breach of contract by the customer, especially if it is in arrears with payments, we shall be entitled to take the goods back. Our repossession of the object of purchase shall not constitute a withdrawal from the contract by us, unless expressly notified by us in writing. Seizure/attachment of the object of purchase by us shall not constitute withdrawal from the contract as such. We shall be entitled to exploitation of the object of purchase after its repossession. The returns of such exploitation shall be offset against the purchaser's liabilities minus reasonable costs incurred by such exploitation.
- The customer shall be obliged to treat the object of purchase with care. The customer, at its own expense, shall particularly be obliged to insure the object of purchase adequately at its reinstatement value against theft and damage by fire, water or vandalism. If maintenance and service work is required, the customer shall carry it out punctually at its own cost.
- The customer shall notify us immediately in writing in the case of any charge over the goods being claimed by any third party or any seizure of the goods by a third party, so that we can lodge a legal action according to § 771 of the German Code of Civil Procedure (ZPO). If the third party is unable to compensate us for the judicial and extra-judicial costs and expenses that we may incur by such legal action as per § 771 of the German Code of Civil Procedure (ZPO), the customer shall be liable for the loss incurred by us.
- The customer shall have the right to sell the delivery item on in the normal course of business, as long as it is not in default and subject to the condition that its purchasers cannot set off any counterclaims against the claims arising from the resale. However, even today, the customer shall assign to us all claims (to the final amount of the invoice including value-added tax) it may obtain in relation to its customers or third parties as a result of the resale. Even after assigning the claims shall the customer be authorized to collect the sum due. Our right to directly collect such payment ourselves shall remain unaffected by this. However, we commit ourselves to not collecting the sum due as long as the customer meets its payment obligations using the proceeds of sale, as long as it is not in arrears with the payment and, in particular, as long as no petition for institution of bankruptcy or composition proceedings has been filed or payments are not suspended. Should this be the case, however, we may require the customer to notify us of the claims assigned and of their debtors, to provide all the information necessary for collection, to hand over the documents pertaining to them and to notify the debtors (third parties) of the assignment.
- In the event of default in payment by the contract partner and after the expiry of a further reasonable period set for payment without payment being made, we, even if we do not withdraw from the contract, may demand the return of the reserved goods at the expense of the contract partner.
- The right of the contract partner to do resales and to obtain any claims therefrom shall extinguish automatically without any need for a further deadline to be set, if the conditions exist under which the contract partner could file a petition for institution of insolvency proceedings. The same shall apply if a deadline fixed by us in accordance with paragraph V.5 ends without any results. In the event that the right of resale of the contract partner ends, we may demand the return of the reserved goods at the expense of the contract partner. Additional freight, shipping/transportation and other expenses as well as any possible reduction in the value of the goods shall at any rate be reimbursed to us by the contract partner.
- If requested by the customer, we shall be obliged to release the securities due to us insofar as the value of the securities taken by us exceeds the claims to be secured by more than 20%. The selection of such securities to be released shall be left to our discretion.