(1) We retain title of the delivered goods until the Buyer has fulfilled all its obligations arising out of the business relationship (retained goods).
(2) The Buyer is entitled to resell the goods in the regular course of business provided that it complies with the duties arising out of the business relationship with us. Should the Buyer be in default of payment, we are entitled to withdraw the Buyer's entitlement to resell.
(3) Upon concluding a contract with us, the Buyer assigns to us all of its claims against third parties resulting from the resale of retained goods. We hereby accept this assignment. The Buyer remains authorized to collect said claims even after assignment. Our authorization to collect the claims ourselves remains unaffected. We undertake, however, to refrain from collecting the claim as long as the Buyer fulfils its payment obligations arising out of the proceeds collected, is not in default of payment and, in particular, has not filed for the opening of insolvency proceedings, or as long as insolvency proceedings have not been opened or payments have not been suspended. Should this be the case, however, then we are entitled to withdraw the collection authorization and can demand that the Buyer divulge information on the assigned claims and their debtors, provide us with all the information required for collection as well as the corresponding documents, and inform the debtors (third parties) of the assignment of the claims.
(4) The retained goods and the claims related to them cannot be pledged to third parties or transferred or assigned as collateral security before our claims have been paid in full.
(5) In the event of a severe violation of contractual duties, in particular in the event of default of payment, we are entitled to withdraw from the contract.
(6) Any processing or treatment of the retained goods is performed on
our behalf as manufacturers pursuant to § 950 BGB (German Civil Code),
without entailing any obligations on our part. Processed goods shall be
considered retained goods as per paragraph 1. If the Buyer creates a new thing or mixed entity by working or processing the retained goods or by combining or mixing them with goods from other sources, we shall be
entitled to co-ownership thereof in the ratio of the invoice value of the retained goods at the time of delivery to the value of the other processed
or mixed goods. The co-owned share then constitutes retained goods as per paragraph 1. The Buyer is obliged to hold our co-owned share in
its custody with professional diligence and at no charge.
(7) If the retained goods are combined with other things and if one of those things belonging to the Buyer is considered the main thing as per § 947 of BGB (German Civil Code), then it is agreed herewith that a share therein, at a ratio of the invoice value of the retained goods to the value of the main thing, is transferred to us and that the Buyer shall hold in its custody the thing at
no charge. The co-owned share then constitutes retained goods as per paragraph 1.
(8) The Buyer must promptly inform us of any levy of execution by a third party on the retained goods, on the claims assigned to us, or on any securities, providing us with the documents necessary for an intervention; this also applies to all other types of restriction.
(9) We undertake to release, at the request of the Buyer, the securities to which we are entitled pursuant to the foregoing, insofar as the real is able value of our securities exceeds the claims to be secured by more than 10%, or if it exceeds the nominal value of the securities by more than 50%. The securities for release will be selected at our discretion.