6.1 The delivered goods remain the property of the vendor until full payment has been made of all claims from the business relationship, including incidental claims, claims for compensation for damages and the cashing of cheques and bills. Authorised defect retentions in accordance with point 7.6, line 2 are taken into consideration. The reservation of proprietary rights also remains if individual claims of the vendor are recorded in a running account, balanced and recognised.
6.2 If goods subject to reservation of title are processed into a new chattel by the customer, then this processing is performed for the vendor without it acquiring obligations as a result. The new item becomes the property of the vendor. In the event of processing, mixing or combining with goods not belonging to the vendor, the vendor procures joint ownership of the new item based on the ratio of the invoice values of the goods subject to reservation of title to the overall value. The customer is only entitled to resell or install the goods subject to reservation of title provided that the receivables in accordance with line 6.3 are actually transferred to the vendor. Within orderly business transactions, the customer’s authority to resell, process or install goods that are subject to reservation of title ends with the vendor’s cancellation resulting from sustained deterioration in the customer’s financial situation, but by the time of its cessation of payments or the application for, or opening of, insolvency proceedings for its assets at the latest.
6.3 The customer would hereby assign the claims, with all ancillary rights, from the resale of the goods subject to reservation of title – including any account balance claims – to the vendor who accepts this. If the goods have been processed, mixed or combined, and if the vendor has acquired joint ownership of this amounting to the invoice values, it is entitled to a proportion of the purchase price based on the value of its share in the goods. If the customer sells the receivable as part of real factoring, the vendor’s claim becomes payable immediately and the customer assigns the substitute receivable against the factor to the vendor and immediately passes its proceeds from the sale on to the vendor. The vendor now accepts the assignment in this regard.
6.4 The customer is authorised to collect the assigned receivables, provided it meets its payment obligations. Authorisation to collect expires in the event of cancellation; but by the time of default of payment by the customer or by the time of a significant deterioration in the customer’s financial situation at the latest. In such an instance, the vendor is hereby authorised by the customer to inform the purchaser of the assignment and to collect the receivables itself. The customer is obligated, upon request, to supply the vendor with an exact list of the receivables which are due to the customer with the name and address of the purchaser, the amount of the individual receivables, the invoice date, etc. and to provide the vendor with all the information necessary for asserting the assigned claims and to allow this information to be checked.
6.5 If the value of securities existing for the vendor exceeds more than 20% of all its claims, then the vendor, upon the request of the customer or a third party affected by the vendor’s overcollateralisation, is obligated to release securities of its choice to that extent.
6.6 Pledging as collateral goods subject to reservation of title or assigned claims, or transferring the above by way of security, is not permitted. The vendor is to be immediately notified of any pledging and provided details of the pledgee.
6.7 If the vendor takes back the object of delivery due to the reservation of title, then a withdrawal from the contract would only take place if the vendor expressly declares this. The vendor can satisfy its demands from the goods subject to reservation of title that are taken back through private sale.
6.8 The customer shall keep hold of the goods subject to reservation of title for the vendor free of charge. It is to insure them with customary coverage against the usual dangers; such as fire, theft and water. The customer hereby cedes to the vendor its claims for compensation, to which it is entitled from insurance companies or other parties with an obligation to compensation, resulting from damages of the nature described above to the amount of the invoice value of the goods. The vendor accepts this cession.
6.9 All claims and rights from the reservation of proprietary rights in all special forms defined in these terms and conditions remain in place until there is complete release from all contingent liabilities that the vendor has incurred on behalf of the customer.