Romalpa Clause: Everything You Need to Know
A Romalpa clause is usually included in contracts when companies sells the products on credit. The buyer doesn't own the product until it's paid in full.3 min read
2. Why Is a Romalpa Clause Useful?
A Romalpa clause is normally included in contracts that deal with companies selling their products on credit. This clause states that the buyer does not actually own the product they are purchasing until it has been paid for in full.
Romalpa Clause Definition
It can be potentially harmful to a business when goods are provided on credit, especially if key customers happen to become insolvent. For this reason, it's important to realize that there are certain measures you should take in an attempt to limit possible exposure to non-payment risks.
This is where the Romalpa clause, otherwise known as the "reservation of title" clause, comes into play. In a Romalpa clause, the buyer of a product does not become its legal owner until they have paid for it in full. These clauses are normally included in contracts that deal with companies that sell their products on credit.
A well-drafted and well-incorporated Romalpa clause, which provides for the reservation of the legal right to own a product, can be a useful measure in an effort to protect against non-payment in distressed and solvent situations alike. A Romalpa clause, or retention of title clause, however, states that the ownership of the product will not be transferred to the buyer until certain conditions are met.
Normally, this includes that the product is paid for in full. Even if a product is delivered to the buyer before it is fully paid for, it does not become theirs until it has been entirely paid off.
Why Is a Romalpa Clause Useful?
According to the Sale of Goods Act of 1979, a seller is permitted to retain ownership of a product, even after that product has been delivered to the purchasing party, as long as there is a clause in their contract that specifically states as such and that both parties agree to have a clause of this nature in the contract. This is done by including a Romalpa, or retention of title clause.
A good Romalpa clause should do the following:
- Provide a measure of security in the event that a buyer becomes insolvent regarding the supplied products.
- Allow the seller to recover supplied products if they have not been paid for in full according to the terms of the contract.
When a clause of this nature can be enforced, it is a great way to improve a creditor's position for bargaining and increases their ability to collect payment. It is worth noting, however, that a Romalpa clause should only be used along with other credit control measures and should not be used to replace them. A Romalpa clause will normally be contained in the terms of sale of goods. It should also be included in the standard business terms for the seller.
This clause will normally also specify that, until the specific conditions of the contract have been fulfilled, the buyer is required to keep the seller's products separate from the other stock in their possession. Additionally, any financial gain the buyer incurs from selling the product must be kept in a completely separate financial account. A Romalpa clause works around the presumption that the ownership of a product is passed to the buyer upon delivery, as stated in the Sale of Goods Act of 1908. Unless the buyer acknowledges in writing, however, that the terms of the clause have been explained to them, the Romalpa clause will have no effect.
In addition, the Personal Property Securities Act of 1999 has significantly reduced the relevance of Romalpa clauses and their potential effectiveness. This is due to the fact that they must be registered before they can provide sellers with priority over any other creditors that have a registered security interest in the product in question. You should take great care in drafting a Romalpa clause and make sure that it is compliance with all requirements that have been set forth by the Consumer Guarantees Act.
It can be very helpful to get advice from an attorney when it comes to drafting the clause. You may also want to consult with a lawyer before you take steps to recover products under a Romalpa clause.
If you need help with Romalpa clause, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.