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A retention of title clause (also called a ''Romalpa'' clause in some jurisdictions) is a provision in a contract for the sale of goods that the title to the goods remains vested in the seller until certain obligations (usually payment of the purchase price) are fulfilled by the buyer. ==Purpose== The main purposes of retention of title clauses are to ensure that where goods are supplied on credit, if the buyer subsequently goes into bankruptcy, the seller can repossess the goods. They are often seen as a natural extension of the credit economy; where suppliers are expected to sell goods on credit, there is a reasonable expectation that if they are not paid they should be able to repossess the goods. Nonetheless, in a number of jurisdictions, insolvency regimes or credit arrangement regimes prevent title retention clauses from being enforced where doing so would upset administration of the regime.〔For example, in the United Kingdom, where an administration order is made with respect to a company, section 11 of the ''Insolvency Act 1986'' prevents goods being repossessed without the leave of the court.〕 Retention of title clauses are mandated in the European Union by Article 9 of the Late Payments Directive,〔, replacing Article 4 of 〕 and sellers' ROT rights are recognized by Article 7 of the Insolvency Regulation. Especially prevalent in Germany, these clauses are permitted in the United Kingdom by s.19 of the ''Sale of Goods Act 1979'', which expanded upon the 1976 judgment of the Court of Appeal of England and Wales in ''Aluminium Industrie Vaassen BV v Romalpa Aluminium Ltd''.〔() 1 WLR 676〕 In contrast to English law, the common-law jurisdictions in Australia, Canada, New Zealand and the United States have instituted the concept of "security interest", under which ROT clauses may need to be registered in order to have effect: : * in the United States, states have adopted Article 9 of the ''Uniform Commercial Code'', which limits the clause's effectiveness : * common-law provinces in Canada have adopted their ''Personal Property Security Acts'' which operate similarly : * in Quebec, there is no "presumption of hypothec", and therefore an ROT clause is not considered to be a security interest; art. 1497 of the ''Civil Code of Quebec'' provides that "An obligation is conditional where it is made to depend upon a future and uncertain event," which gives legal authority to such clauses : * Australia and New Zealand have also adopted their own versions of the ''Personal Property Security Act'' 抄文引用元・出典: フリー百科事典『 ウィキペディア（Wikipedia）』 ■ウィキペディアで「Title retention clause」の詳細全文を読む スポンサード リンク
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