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Retention of Title

  1. SP Manufacturing retains ownership of and title to all goods supplied to the Buyer by SP Manufacturing until the Buyer has made full and final payment of all amounts (including interest, costs, and penalties) that it owes to SP Manufacturing under all agreements entered into between SP Manufacturing and the Buyer, including all joint obligations and all claims by SP Manufacturing based on default on the part of the Buyer with regard to these agreements.

  2. The Buyer hereby assigns any claim with all ancillary rights arising from the resale of the goods under retention of title – including any open balance claims- to the seller. The seller accepts this assignment. If the Buyer sells the goods together with other items and no individual price has been agreed with respect to the goods, Buyer hereby assigns to SP Manufacturing such fraction of the total price claim as is attributable to the price for the goods invoiced by SP Manufacturing.

  3. In the event that the ownership of or title to the goods lapses through combination or processing it is already hereby agreed that the ownership to the combined object created in such case shall, until full and final payment of all amounts that the Buyer owes to SP Manufacturing, be proportionally assigned to SP Manufacturing.

  4. The Buyer acknowledges that SP Manufacturing may be entitled under applicable law to register its interest in the goods as a security interest and may require for that purpose to make filings and take other action to protect or continue the perfection of such security and the Buyer agrees to cooperate with the Seller in connection with the same.

  5. Irrespective of whether ownership of and title to the goods remains vested in SP Manufacturing, the risk of deterioration or loss of the goods shall pass to the Buyer upon delivery.

  6. The aforementioned provisions apply to all agreements on deliveries of goods, even if the provisions are not included within the individual orders.

  7. This Retention of Title of Goods Agreement shall be governed by and interpreted in accordance with English law.​

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