Retention of title
1. The items delivered (goods subject to retention of title) shall remain the property of Supplier until all and any claims towards Purchaser from the business relationship have been entirely fulfilled. As far as the value of all security rights to which Supplier is entitled exceeds the amount of all claims secured by more than 20 %, Supplier, at Purchaser's request, shall release a corresponding part of the security rights; Supplier may decide at his own discretion what kind of security rights are to be released.
2. As long as this retention of title exists, Purchaser shall not be allowed to pledge or assign the goods by way of security, and reselling of the goods shall be admissible only for resellers in the ordinary course of business and only conditional on the fact that the reseller receives payment from his customer or makes the transfer of ownership to the customer dependent on the settlement of the payment obligations by the customer.
3. If Purchaser resells the goods subject to retention of title, he already now assigns by way of security to Supplier his future claims from the resale to his customers with any ancillary rights, including any current account balance claims, without the necessity of any further statement with respect thereto. If the goods subject to retention of title are resold together with other objects without an individual price having been agreed for the goods delivered with retention of title, Purchaser assigns to Supplier the part of the total amount of the price which corresponds to the price invoiced by Supplier for the goods subject to retention of title.
4. a) Purchaser shall be entitled to process or to combine or mix the goods subject to retention of title with other objects. The processing is made for Supplier. Purchaser shall preserve the new object resulting from the processing for Supplier with the due diligence of a merchant. In this respect, the new objects shall be considered as goods subject to retention of title.
b) Supplier and Purchaser agree already now that, in case of a combination or mixing with other objects not belonging to Supplier, the latter shall be in any case entitled to a co-ownership share in the new object proportionally to the value of the combined or mixed goods subject to retention of title as against the other goods at the moment when the objects were combined or mixed. In this respect, the new objects shall be considered as goods subject to retention of title.
c) The provision concerning the assignment of claims set forth in No. 3 shall also be applicable to the new objects. The assignment shall, however, concern only the amount corresponding to the amount invoiced by Supplier for the value of the processed, combined or mixed goods subject to retention of title.
d) If Purchaser combines the goods subject to retention of title with landed property or movables, he also assigns by way of security to Supplier his claims for a remuneration for the combination with any ancillary rights in the proportion of the value of the combined goods subject to retention of title as against the other combined goods at the moment of the combining, without a separate statement being required to this respect.
5. Until revocation of this authorization, Purchaser shall be entitled to collect the claims from the resale assigned to Supplier. In case of a material reason, in particular in case of delay of payments, stop of payments, opening of insolvency proceeding, protest of a bill or justified indications for indebtedness or threatening insolvency of Purchaser, Supplier shall be entitled to revoke this authorization to collect claims. Furthermore, Supplier may disclose the assignment for security, after he threatened to do so and an appropriate period of time has lapsed; he shall also be entitled to realize the assigned claims and request from Purchaser that the latter should disclose the assignment for security to his customer.
6. In case of seizures, confiscations or any other dispositions or interventions of a third party, Purchaser must inform Supplier immediately. If evidence for a justified interest can be provided, Purchaser shall provide to Supplier all information required for asserting his rights vis-à-vis the customer and to submit all required documents.
7. If Purchaser violates his obligations, in particular if he is in default of payment, Supplier shall be entitled not only to get back the goods but also to withdraw from the contract once an adequate period of time granted to Purchaser for fulfilling his obligations has lapsed without result; the statutory provisions regarding cases where the setting of a deadline is not required shall not be affected hereby. Purchaser shall be obliged to return the goods. Taking back the goods or asserting the claims of retention of title or seizing the goods subject to retention of title by Supplier shall not be considered as a withdrawal from the contract unless Supplier explicitly declares his withdrawal.