10.1. Simple retention of title
(Open account / balance clause (business connection clause))
The seller retains title to the goods until such time as all claims of the seller against the buyer from the business relationship, including future receivables from contracts concluded at the same time or later, have been settled. This will apply also if all or individual accounts receivable of the seller have been aggregated in one outstanding invoice and any payments offset against it, provided that the buyer acknowledges this outstanding invoice.
10.2. Extended retention of title in the case of resale with advance assignment clause
The buyer will be entitled to resell the goods subject to retention of title in the ordinary course of business only if it hereby assigns to the seller here and now all receivables which arise from the resale to customers or third parties. If goods subject to retention of title are sold unprocessed or after processing or combination with items that are exclusively the property of the buyer, the buyer here and now assigns in full to the seller the receivables arising from the resale. If goods subject to retention of title are sold by the buyer - after processing or combination - with goods that are not the property of the seller, the buyer here and now assigns any receivables resulting from the resale in the amount of the value of the goods subject to retention of title with all ancillary rights and priority ahead of the rest. The seller hereby accepts this assignment. The buyer remains authorised to collect these accounts receivable after the assignment. The seller's authority to collect the receivables itself remains unaffected; however, the seller undertakes not to collect the receivables as long as the buyer duly meets its payment and other obligations. The seller can require the buyer to give it details of the assigned receivables and associated debtors, provide all the information required to collect them, hand over the associated documentation and inform the debtors of the assignment.
10.3. Extended retention of title with processing clause
Any reworking or processing of the goods subject to retention of title undertaken by the buyer for the seller will not result in any obligations for the latter. In the event of the processing, combination, mixing or blending of the goods subject to retention of title with other goods which are not the property of the seller, the seller will be entitled to co-ownership of the new item in proportion to the ratio of the value of the goods subject to retention of title to that of the other processed goods at the time of processing, combination, mixing or blending. If the buyer should acquire sole ownership of the new item, the contracting parties hereby agree that the buyer will grant the seller co-ownership of the new item in proportion to the share in the value thereof of the processed or combined, mixed or blended goods subject to retention of title and keep it free of charge to the seller.
10.4. Cheque/bill of exchange clause
Should a liability to accept a bill of exchange be established on the part of the seller in connection with the payment of the purchase price by the buyer, the reservation of title and the account receivable from the delivery of goods on which it is based will not lapse before the buyer as drawee has redeemed the bill of exchange.
10.5. Overcollateralisation clause
If the value of the existing securities should exceed the value of the receivables to be secured by more than (here the percentage margin in the industry in question, which may not exceed 20%, would be inserted), the seller is at the request of the buyer obliged to release them to this extent.
10.6. Surrender of the goods subject to retention of title
The seller is entitled at any time to require the surrender of the items which belong to it, in particular to assert its rights to separate satisfaction or assignment of the claim to service in return in bankruptcy proceedings if the settlement of its receivables is placed at risk by the buyer, in particular if insolvency proceedings are instigated in respect of the latter’s assets or if the latter’s asset position should significantly deteriorate. The assertion of the right of retention and seizures of goods by the seller do not constitute the withdrawal of the latter from the contract.
10.7. Interventions by third parties in the goods subject to retention of title
Bei Pfändungen sowie Beschlagnahmen der Vorbehaltsware oder sonstigen Verfügungen oder Eingriffen Dritter in die Rechte des Verkäufers hat der Käufer ihn unverzüglich zu benachrichtigen und in Abstimmung mit ihm alles Erforderliche zu tun, um die Gefährdung abzuwenden. Soweit es zum Schutz der Vorbehaltsware angezeigt ist, hat der Käufer auf Verlangen des Verkäufers Ansprüche an ihn abzutreten. Der Käufer ist zum Ersatz aller Schäden und Kosten - einschließlich Gerichts- und Anwaltskosten - verpflichtet, die dem Verkäufer durch Interventionsmaßnahmen gegen Zugriffe Dritter entstehen.In the case of seizures and confiscation of the goods subject to retention of title or other dispositions over or interference in the rights of the seller by third parties, the buyer must inform it without undue delay and cooperate with it to do everything necessary to avert the risk. As far as is appropriate for the protection of the goods subject to retention of title, the buyer must on request of the seller assign claims to the latter. The buyer must compensate the seller for all damage and costs - including court and attorney's fees - incurred by the latter as a result of intervention measures taken against encroachments by third parties.