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The Conditional Sale Agreement is a crucial document in German commercial transactions where goods are sold with payment in installments. This agreement type provides security for sellers while allowing buyers to acquire and use goods before completing payment. Under German law, the retention of title (Eigentumsvorbehalt) is specifically recognized in §449 BGB and offers strong protection for sellers. The document is commonly used for high-value equipment sales, vehicle purchases, and industrial machinery transactions. It must comply with German mandatory laws, including consumer protection regulations where applicable, and typically includes detailed provisions on payment schedules, delivery terms, risk allocation, and enforcement rights. The agreement's structure reflects German legal requirements while accommodating commercial flexibility needed for various transaction types.

1. Parties: Identification and details of the seller and buyer, including full legal names, addresses, and registration details if companies

2. Background: Context of the agreement and brief description of the transaction

3. Definitions: Definitions of key terms used throughout the agreement

4. Subject Matter of Sale: Detailed description of the goods being sold, including quantity, quality, and specifications

5. Purchase Price: Total purchase price, payment schedule, and payment methods

6. Retention of Title: Terms specifying that ownership remains with the seller until full payment, including provisions for default

7. Delivery and Risk: Terms regarding delivery of goods and transfer of risk

8. Seller's Warranties: Standard warranties regarding title, quality, and fitness for purpose

9. Default and Remedies: Consequences of payment default and seller's rights to repossess

10. Force Majeure: Provisions for unforeseen circumstances affecting contract performance

11. Governing Law: Specification of German law as governing law

12. Notices: How formal communications between parties should be made

13. Entire Agreement: Confirmation that this document represents the complete agreement between parties