Terms and conditions 2

6. Retention of Title
6.1 All goods delivered shall remain our sole property ("Vorbehaltsware" - separate goods) until the Customer has fully satisfied all existing claims and those arising after conclusion of contract.
6.2 Processing and transformation of the separate goods is made for us as manufacturer (?Hersteller?) in the sense of sec. 950 German Civil Code (BGB), without obligation to us. Processed and trans-formed goods are deemed to be separate goods within the meaning of clause 6.1 above. In case of processing and transformation, combining and intermixture of the separate goods by the Cus-tomer with goods of other origin to a new product or to an intermixed stock, respectively, we be-come co-owner of it, namely in the ratio of the invoiced amount of the separate goods at the time of delivery to the value of the other processed or the intermixed goods, respectively. The co-ownership share is held as separate goods within the meaning of clause 6.1 above.
6.3 If separate goods are connected with other goods and if goods belonging to the Customer are to be regarded as the principal good within the meaning of sec.947 German Civil Code, it is hereby agreed that the co-ownership share is transferred to us in the ratio of the invoiced amount of the separate goods to the value of the principal good and that the Customer holds the goods in safe custody for us free of charge. The co-ownership share is held as separate good within the meaning of clause 6.1 above.
6.4 The Customer shall hold the separate goods in safe custody. At any time and upon our request the opportunity of stocktaking and stock marking at the warehouse must be given. The Customer shall notify us immediately of any seizure or other interference of third parties in respect to our property rights and will provide us with all documents and information necessary to oppose such interfer-ence with all legal means.
6.5 The Customer is entitled to resell the separate goods exclusively within the ordinary course of business according to his usual conditions provided that he also ensures retention of title as stipulated above and if it is ensured that his claims arising from the resale pursuant to clauses 6.6 through 6.8 below are transferred to us.
6.6 The Customer hereby assigns to us all claims he acquires against his buyers through the resale of separate goods, also within the scope of contracts for work and contracts for delivery of work, with all subsidiary rights. The assigned claims shall function as security for our claims to the same extent as the separate goods. The Customer is only authorised to assign claims to third parties with our prior written consent.
6.7 If the Customer sells the separate goods together with other goods not supplied by us, the claim following from such sale shall only be assigned to us up to the amount invoiced by us for the respective separate goods at the time of delivery. For the resale of goods, for which we become co-owners pursuant to clause 6.2 or clause 6.3, respectively, the assignment of claims is valid up to the amount of the co-ownership share.
6.8 If the assigned claim is taken into a current account, the Customer hereby assigns to us a corresponding part of the balance of such account, including a deficit balance.
6.9 The Customer is authorised to collect the claims assigned to us pursuant to clauses 6.5 through 6.7 above on our behalf until revocation of this right by us.
6.10 If the Customer does not fulfil his obligations under this or any other contract entered into with us or if circumstances making the creditworthiness of the Customer doubtful become known to us, - we are entitled to prohibit the resale, the processing and transformation of the separate goods as well as the combination and intermixture with other goods; - we are entitled to rescind the contract; in this event, the Customer?s right of possession of the separate goods terminates and we are entitled to demand surrender of the separate goods; the claim for surrender is deemed as rescission only if the rescission is expressly declared by us; we are then entitled to enter the Customer?s business premises and take possession of the separate goods at the expense of the Customer and to sell it by private sale or public auction at the highest price possible, notwithstanding the Customer?s financial obligations and other duties; after deduction of the costs of such sale the proceeds thereof shall be used to reduce the Customer?s debt; any remaining surplus shall be made available to the Customer; - upon our request the Customer shall provide us with the names of the debtors of all claims assigned to us to enable us to disclose the assignments and collect these claims; the Cus-tomer shall forward to us any payments he receives on claims assigned to us immediately upon receipt if and as soon as our claims against the Customer become due; - we are entitled to revoke the Customer?s right to collect the claims assigned to us on our behalf.
6.11 If the value of the security provided to us exceeds the aggregate of our secured claims by more than 20 %, we are under an obligation to release security of our choice to this extent at the request of the Customer.


7. Warranty/Liability
7.1 Any documents, article information, photographs, and items, such as drawings, texts, logos, images, visual / audio-visual recordings, samples, or models (subsequently also referred to indi-vidually and jointly as ?materials?) that we provide to the customer in the context of our services, shall remain our property. We hold trademark rights, copyrights, and other related rights ? as de-fined by the copyright act ? to these documents and items. The customer may only disclose the provided materials to third parties or to publish them, subject to item 7.2, or to our prior written approval.
7.2 Our customer has the right to use the materials that we provide them with for presenting and advertising individual products, from the time they have ordered the goods in question, and for the sole purpose of selling and advertising the respective products purchased from us. Under these conditions, the customer may also provide the materials to sales platforms (such as Amazon) for use. Unless otherwise arranged for in an individual written contract, the customer?s right to use the materials shall expire 3 months after the last products were sold, or after they ceased to offer the products for sale. The product photos and logos provided for download must only be modified subject to our prior ap-proval.