With a retention of title clause, you have more certainty that you, as a supplier, will not be left empty-handed. Indeed, after delivering the goods, you remain the legal owner of these goods until all invoices have been paid. If payment is not made, you may retrieve the delivered goods. This also applies in the event of bankruptcy.
Our lawyers can help you draft a retention of title provision in your terms and conditions or assist you in invoking your retention of title. Learn more about retention of title and see what we can do for you.
Contents
- What is retention of title?
- Do you have to lay down a retention of title clause?
- Drafting retention of title in general terms and conditions
- Does retention of title also apply in the event of bankruptcy?
- When can't you invoke retention of title?
- What is an extended retention of title?
- What is extended retention of title?
- How does retention of title work for international deliveries?
- What is the difference between retention of title and right of retention?
What is retention of title?
If you, as a supplier, agree on a retention of title, the goods remain your legal property until your customer has paid all invoices. Even if the goods have already been delivered to your customer and are stored on your customer's premises, you are the owner of the goods. Only when the full purchase price has been paid, your customer is the owner of the goods.
The advantage of agreeing to a retention of title is that you can retrieve the goods as long as you own the goods. And that can be useful when your customer does not pay the invoices or when there is a bankruptcy. As such, a retention of title is a solid security interest.
Do you have to include a retention of title clause?
If you wish to supply goods under retention of title, it is important to have this acknowledged in writing, as retention of title is not an intrinsic legal right. If you want to be able to invoke retention of title, this must therefore be included in your contract and/or general terms and conditions.
If you prefer the latter, it is not only important that you record the retention of title correctly, but also that you use the terms and conditions correctly. If this is not the case, you run the risk that you will not be able to invoke the retention of title at a later stage.
Our specialized lawyers are happy to help you draw up a valid retention of title. In addition, we give you advice on how to use your terms and conditions, so that you can be sure that you use them correctly. This way, you can always fall back on your retention of title, should it ever be necessary.
Does retention of title also apply in the event of bankruptcy?
Yes, even if your customer has been declared bankrupt, you can invoke retention of title. Especially for these kinds of situations, it can be useful to agree on a retention of title. In the event of bankruptcy, you must inform the liquidator that there are outstanding invoices and that you therefore want to invoke retention of title. Here, it is important that you act quickly. If you wait too long, the liquidator may have already sold your goods.
In practice, however, we regularly see that a supplier wants to invoke the retention of title and reports this to the liquidator, after which the liduidator rejects the request. This is often because the liquidator states that the general terms and conditions do not apply, and therefore neither does the provision of the retention of title. We have also experienced that a curator only wanted to tell where the goods were after an extremely high amount was paid to the liquidator. In such cases, our lawyers will assist you. We have our own insolvency practice, so we know exactly how to approach these matters to ensure that you get your goods back. Feel free to contact us for a free case evaluation.
How does retention of title work for international deliveries?
International retention of title is more complex than when you (as a Dutch company) supply goods to a Dutch customer. First, the laws governing retention of title are different in each country. It is also necessary to consider which country's law applies, in which country the goods were made, delivered, stored and resold. But any contractual agreements also play a role. Please contact our lawyers for more information.
What is the difference between retention of title and right of retention?
In case of retention of title, goods are delivered to a customer, but the supplier remains the owner of the goods until the invoices have been paid. The debtor then has assets owned by the creditor that are not legally his. In the case of a right of retention, it is the creditor who has assets owned by the debtor. An example of a right of retention is when a garage owner repairs a car and only returns the car once the car owner has paid the repair invoice. Another difference is that retention of title must be contractually agreed, while the right of retention is regulated by law.
What can we do for you?
- Add a retention of title clause to your terms and conditions
- Provide legal assistance with the recovery of your goods
- Negotiate with the liquidator in the event of bankruptcy
- Provide legal advice in the event of your customer's bankruptcy
More information about retention of title
Would you like more information about retention of title? Then feel free to contact us by filling out our contact form, we will get back to you within a few hours. Would you rather speak to a specialist without delay? Then please call us for a free case evaluation.
