7. Retention of title
EHRLE retains title to the delivery item until all payments have been received - including any ancillary additional payments owed - from the delivery contract.
In the case of goods which the buyer obtains from him within the course of an ongoing business relationship, the seller retains title until all his claims against the buyer arising from the business relationship, including future claims, including those arising from contracts concluded at the same time or later, have been settled. This also applies if individual or all claims of the seller have been included in a current account and the balance has been struck and acknowledged. If, in connection with the payment of the purchase price by the buyer, a bill of exchange liability of the seller is established, the retention of title does not expire before the payment of the bill of exchange by the buyer as drawee.
If the buyer is in default of payment, the seller is entitled to take back the goods after a reminder and the buyer is obliged to surrender the goods.
If the reserved goods are processed by the buyer into a new movable object, the processing is carried out for the seller without the seller being obliged to do so; the new object becomes the property of the seller. In the event of processing together with goods not belonging to the seller, the seller acquires co-ownership of the new item in proportion to the value of the reserved goods to the other goods at the time of processing. If the reserved goods are combined, mixed or blended with goods not belonging to the seller pursuant to §§ 947, 948 BGB (German Civil Code), the seller becomes co-owner in accordance with the statutory provisions. If the buyer acquires sole ownership through combination, mixing or blending, he hereby transfers co-ownership to the seller in proportion to the value of the reserved goods to the other goods at the time of combination, mixing or blending. In such cases, the buyer stores the goods owned or co-owned by the seller, which is also be regarded as reserved goods within the meaning of the above conditions, free of charge.
If reserved goods are sold alone or together with goods not belonging to the seller, the buyer hereby assigns the claims arising from the resale in the amount of the value of the reserved goods with all ancillary rights and priority over the rest; the seller accepts the assignment. The value of the goods subject to retention of title is the invoice amount of the seller, which, however, is not taken into account if the rights of third parties conflict with it. If the resold reserved goods are co-owned by the seller, the assignment of the claims extends to the amount corresponding to the seller's share in the co-ownership.
If reserved goods are installed by the buyer as an essential component in a property, ship, ship under construction or aircraft of a third party, the buyer already now assigns the assignable claims against the third party or the third party concerned for remuneration in the amount of the value of the reserved goods with all ancillary rights including such rights to the granting of a security mortgage with priority over the rest; the seller accepts the assignment. Paragraph 9.3, sentences 2 and 3 applies accordingly.
If reserved goods are installed by the buyer as an essential component in a property, ship, ship under construction or aircraft of the buyer, the buyer already now assigns the claims arising from a sale of the property, of property rights, of the ship, ship under construction or aircraft in the amount of the value of the reserved goods with all ancillary rights and with priority over the rest; the seller accepts the assignment. Paragraph 9.3 sentences 2 and 3 applies accordingly.
The buyer is entitled and authorised to resell, use or install the reserved goods only in the ordinary course of business and only subject to the proviso that the claims within the meaning of paragraphs 3 to 5 are actually transferred to the seller. The buyer is not entitled to dispose of the reserved goods in any other way, in particular by pledging them or assigning them as security.
Subject to revocation, the seller authorises the buyer to collect the claims assigned in accordance with paragraphs 3-5. The seller makes not use of its own right to collect as long as the buyer fulfils its payment obligations, also vis-à-vis third parties. At the request, the buyer names the debtors of the assigned claims and notify them of the assignment; the seller is also authorised to notify the debtors of the assignment itself.
The buyer must inform the seller immediately of any foreclosure measures taken by third parties against the reserved goods or the assigned claims, handing over the documents necessary for the objection.
The right to resell, use or install the reserved goods or the authorisation to collect the assigned claims lapse upon cessation of payments and/or filing for insolvency proceedings; the authorisation to collect also lapses in the event of a cheque or bill protest. This does not apply to the rights of the insolvency administrator.
If the value of the securities granted exceeds the claims (possibly reduced by down payments and partial payments) by more than 20%, the seller is obliged to reassign or release the securities at his discretion.
Upon repayment of all claims of the seller arising from the business relationship, ownership of the reserved goods and the assigned claims pass to the buyer.