DECLARATION OF OWNERSHIP FOR THE PAID PART

The undersigned,

(private limited company (name) B.V.) with its registered office in (location), listed with the Chamber of Commerce of (region) under number (number) and duly represented in this matter by its director (name),

hereinafter referred to as “Client”;

and

(private limited company (name) B.V.) with its registered office in (location), listed with the Chamber of Commerce of (region) under number (number) and duly represented in this matter by its director (name),

hereinafter referred to as “Contractor”:

The Client and Contractor are hereinafter jointly referred to as: “the Parties”;

whereas:

The Client has instructed or will instruct the Contractor to manufacture and deliver a __________________ (hereinafter referred to as: “the manufactured Object/Objects”) / to work and deliver ________________ (hereinafter referred to as: “the worked Object/Objects”) (fill in and delete as appropriate) as referred to in the agreement of (date) (hereinafter referred to as: “the Agreement”);

the Agreement is attached to this declaration as Appendix 1;

The Contractor will use different (construction) parts and materials (hereinafter referred to as “the Materials”), from which the Object/Objects will be assembled or manufactured; OR: The Contractor will use different materials (hereinafter referred to as: “the Materials”), which will be subject to the work process;

The Parties wish to enter into agreements about the ownership of these Materials;

The Parties wish to lay down the details of their mutual relationship in this declaration.

declare to have agreed as follows:

Article 1: Transfer of the shares holding title to the Materials

The Contractor - under the terms set out in this declaration and in the Agreement - hereby transfers to the Client all shares in the ownership of the Materials which the Client is entitled to upon (partial) payment, as specified further in article 2 of this declaration.

Article 2: Transfer of ownership

As a result of the Client making the first (partial) payment, he will become the co-owner of the paid part of the Materials, in proportion to the total contract price. With every subsequent (partial) payment, the Client acquires a greater share of ownership of the Materials, without any further (legal) acts required to that end.

The following formula is used to calculate the share in ownership of the Materials, expressed in percentages:

The total (partial) payments divided by the total contract price, the result of which is multiplied by one hundred (100).

Co-ownership becomes full ownership once the Client has fulfilled all his obligations towards the Contractor.

(Co-)ownership of the Client also extends to newly formed objects arising from the Contractor's work.

From the moment co-ownership has arisen, the Contractor will keep the Materials in his possession until the moment the Contractor transfers actual control of the manufactured Object/Objects OR: the worked Object/Objects delete as appropriate) to the Client.

Insofar as the Contractor has not yet acquired the Materials himself, this declaration of ownership will be entered into under the suspensive condition that the Materials form part of the Contractor's assets.

Article 3: Exclusion of sale and encumbrance

The share or the shares in the ownership of the Materials is/are not transferable and not subject to the establishment of any limited rights thereto.

The provision of paragraph 1 is intended by the parties to establish a property-law effect.

The effect of the provision of paragraph 1 ends as soon as the Client has obtained full ownership of the Materials.

Article 4: Duty to insure

The Contractor, at his expense, will insure the Materials and the manufactured Object/Objects OR: the worked Object/Objects (delete as appropriate) against the usual risks, including, but not limited to, the loss, embezzlement, theft, disposal, damage and total or partial destruction thereof.

The duty to insure applies for as long as the Materials and the manufactured Object/Objects OR: the worked Materials (delete as appropriate) are in the possession of the Contractor or remain his responsibility.

Article 5: Applicable law and competent court

Dutch law applies.

The Vienna Sales Convention (C.I.S.G.) does not apply, nor does any other international regulation allowed to be excluded.

The Dutch court with jurisdiction in the Contractor’s place of business is authorised to take cognizance of any disputes. The contractor may deviate from this jurisdiction rule and rely on the statutory rules governing jurisdiction instead.

Agreed in duplicate in (location) on (date)

On behalf of the Contractor	On behalf of the Client
Signature	Signature
Name:	Name:
Position:	Position:

Appendix:

the Agreement