Can a foreign seller retain ownership of goods delivered to a Turkish buyer until full payment? Learn the Turkish law requirements for retention of title, notarial registration, buyer default, insolvency, repossession, enforcement and international B2B contracts.

A foreign company selling machinery, industrial equipment, components or other high-value goods to a Turkish buyer faces a basic commercial risk: the goods may be delivered before the full purchase price is paid.

The seller may therefore include language such as:

“Title to the goods shall remain with the Seller until the purchase price has been paid in full.”

In many international contracts, this is called a retention of title, reservation of title, ROT or Romalpa clause.

But foreign sellers should be particularly careful in Turkey.

Under Turkish law, simply inserting a retention-of-title sentence into an international sales agreement does not necessarily create an effective proprietary right over goods located in Turkey.

Article 764 of the Turkish Civil Code establishes a specific formality: a reservation of ownership over transferred movable property is valid only where the agreement is made in official form and registered in the special register maintained by the notary at the transferee’s place of residence. (Türkiye Büyük Millet Meclisi)

This requirement can become critical when the Turkish buyer stops paying, becomes insolvent or faces enforcement proceedings from other creditors.

What Is a Retention of Title Clause?

A retention of title arrangement is designed to separate physical delivery from transfer of ownership.

The seller delivers possession of the goods to the buyer but seeks to retain legal ownership until an agreed condition—usually full payment—is satisfied.

Commercially, the idea is simple:

No full payment, no transfer of title.

Legally, however, implementation depends on the law applicable to proprietary rights over the goods.

Why Do Foreign Sellers Use Retention of Title?

Consider a German manufacturer selling EUR 1.5 million of industrial machinery to a Turkish company.

The payment schedule is:

20% advance,

30% on shipment,

30% after installation,

20% after commissioning.

The machinery may therefore already be physically inside the buyer’s factory while hundreds of thousands of euros remain unpaid.

If the Turkish buyer stops paying, the seller wants more than an ordinary unsecured payment claim.

It wants to say:

“The machinery still belongs to us.”

Whether that argument succeeds in Turkey depends heavily on whether the retention arrangement satisfies Turkish proprietary-law requirements.

The Key Rule: Article 764 of the Turkish Civil Code

Article 764 provides the central rule for reservation of ownership over movable property.

The official statutory text states that the reservation is valid only if the contract is made in official form and registered in the special register at the notary office of the transferee’s place of residence. (Türkiye Büyük Millet Meclisi)

This is one of the most important points for foreign exporters.

A Contract Clause Alone May Not Be Enough

Suppose an English-law supply agreement contains this provision:

“Ownership shall remain vested in Seller until Seller receives the Purchase Price in full.”

The parties sign the contract abroad.

The equipment is shipped to Turkey.

Nothing further is done.

The foreign seller should not assume that the contractual wording alone necessarily gives it an effective Turkish-law proprietary retention right against the buyer and third parties.

Article 764’s formal requirements must be analyzed. (Türkiye Büyük Millet Meclisi)

Why Registration Matters

The purpose of the special formal structure is particularly understandable where third parties are involved.

Physically, the goods are sitting inside the Turkish buyer’s warehouse or factory.

A creditor, purchaser or enforcement authority may naturally assume that goods possessed by the buyer belong to it.

The registration requirement helps give the ownership reservation a legally recognizable structure rather than leaving ownership dependent on a private document unknown to outsiders.

Where Must Registration Be Made?

Article 764 refers specifically to the special register maintained at the notary office of the transferee’s place of residence. (Türkiye Büyük Millet Meclisi)

For corporate buyers, the exact Turkish legal entity and relevant registered location should therefore be verified before structuring the transaction.

Do not casually register against a parent company, affiliate or trading name that is different from the actual buyer.

Identify the Turkish Buyer Correctly

This is more important than it appears.

Suppose the contract identifies:

ABC Industrial Group

but the actual Turkish purchasing company is:

ABC Makine Sanayi ve Ticaret A.Ş.

The seller should establish precisely which entity purchases and possesses the goods.

Corporate identity errors can create serious problems when enforcing security arrangements.

Check the Trade Registry

Before shipping valuable goods, verify:

legal company name,

registration information,

registered address,

authorized representatives,

corporate status,

and relevant signatory authority.

This is especially important where a retention-of-title arrangement will require additional formal steps in Turkey.

What Goods Can Be Covered?

Article 764 concerns movable property.

Turkish legal commentary also identifies retention of title under Articles 764–765 as a security mechanism concerning movables. (GCRIS)

Typical commercial examples may include:

industrial machinery,

production equipment,

vehicles,

commercial equipment,

manufacturing components,

and other identifiable movable assets.

The precise suitability of a retention arrangement should be examined for the particular goods.

Individual Identification Is Extremely Important

A foreign seller should make it possible to identify exactly which goods are supposedly subject to retained ownership.

For machinery, this can include:

manufacturer,

model,

serial number,

production number,

technical description,

invoice number,

and delivery documentation.

A vague clause covering “all equipment supplied by Seller” may create serious evidentiary difficulties.

Use Serial Numbers

For high-value machinery, serial numbers should appear consistently across:

the sales contract,

invoice,

packing list,

delivery documentation,

acceptance record,

and retention documentation.

If enforcement becomes necessary, the seller should be able to demonstrate:

This exact machine is the asset over which ownership was reserved.

Generic Inventory Creates Greater Risk

Retention becomes more complicated when goods are interchangeable.

Suppose a foreign company delivers 50,000 identical electronic components to a Turkish distributor.

The buyer mixes them with components obtained from other suppliers.

Later, only 20,000 remain.

Which goods belong to the foreign seller?

This illustrates why retention of title works more cleanly with individually identifiable assets.

What Happens When Goods Are Used in Manufacturing?

This is a major issue for raw materials and components.

Suppose a foreign seller supplies steel.

The Turkish buyer transforms that steel into finished industrial products.

The original goods may no longer exist in their original form.

A simple retention strategy may therefore provide much less practical protection than expected.

What If Components Are Installed Into Another Product?

Similar problems arise where components become integrated into a larger machine.

The legal analysis may involve accession, transformation or other property-law concepts depending on the circumstances.

Foreign sellers should not assume that retained title automatically follows a component forever after incorporation.

What If Goods Are Resold?

A Turkish distributor may receive goods on credit and resell them before paying the foreign supplier.

That creates potentially serious third-party issues.

Turkish movable-property law includes protection for certain good-faith acquisitions. The general framework recognizes transfer of movable ownership through transfer of possession and contains protections connected with good-faith acquisition. (Kepekçi & Sepetçi Portalı)

The seller should therefore assess resale risk before relying primarily on retention of title.

Retention of Title Is Not the Same as a Contractual Payment Clause

This distinction is essential.

A contract can state:

“Payment is due within 60 days.”

That creates a payment obligation.

A retention-of-title arrangement attempts to address a different question:

Who owns the goods before payment is completed?

Contractual debt rights and proprietary rights should not be confused.

Retention of Title Is Also Different From a Pledge

A pledge generally creates security over property owned by the debtor or another security provider.

Retention of title is conceptually different because the seller seeks to remain owner until the relevant condition occurs.

Academic analysis of Turkish law identifies retention of title as a security mechanism involving property transfer and specifically links it to Articles 764–765 of the Civil Code. (GCRIS)

Installment Sales

Article 765 specifically addresses installment sales.

It provides that a seller who sells goods in installments may, subject to the special provisions governing such sales, request return of the goods based on the reservation-of-title arrangement. (Türkiye Büyük Millet Meclisi)

Foreign sellers using installment structures should therefore examine both the retention rules and the rules applicable to the underlying transaction.

Does Retention of Title Mean the Seller Can Simply Enter the Factory?

No.

This is an extremely important practical point.

Even where the seller believes it owns the machinery, it should not assume that it may simply enter the Turkish buyer’s premises and physically remove the equipment.

Repossession must be handled through legally appropriate procedures.

Self-help measures can create additional civil or potentially other legal disputes.

Buyer Stops Paying: What Should the Seller Do?

The first step should be to review:

the sales contract,

retention documentation,

registration,

invoices,

delivery records,

payment schedule,

amount outstanding,

identity of the goods,

and location of the goods.

The seller should then determine whether the buyer is formally in default and what remedy should be pursued.

Send an Appropriate Payment Notice

Where necessary, the foreign seller should formally demand payment.

The notice should identify the outstanding amount and contractual basis.

It should also reserve relevant rights concerning ownership, termination, damages and recovery of the goods where applicable.

Confirm the Goods Still Exist

Before pursuing an elaborate repossession strategy, determine whether the goods remain at the buyer’s premises.

Has the machinery been moved?

Sold?

Leased?

Transferred to an affiliate?

Exported?

Integrated into another production line?

The factual position can completely change the legal strategy.

Conduct an Asset and Corporate Investigation

Non-payment may indicate broader financial distress.

Check whether the Turkish buyer faces:

enforcement proceedings,

significant lawsuits,

financial restructuring,

insolvency concerns,

or changes in corporate ownership or management.

The earlier the seller identifies financial distress, the more options may remain available.

Insolvency Is Where Retention of Title Becomes Most Important

When the buyer is financially healthy, an ordinary payment claim may be sufficient.

When the buyer has ten other creditors and limited assets, ownership becomes much more important.

The foreign seller wants to avoid being treated merely as another unsecured creditor competing for the remaining assets.

That is why formal validity should be addressed before delivery, not after insolvency occurs.

Can Retention of Title Be Created After the Buyer Defaults?

Trying to create security only after financial trouble begins can create serious legal complications.

The transaction should ideally be structured before possession is transferred.

Foreign sellers should not wait until unpaid invoices accumulate before considering ownership protection.

Retention of Title and Enforcement Proceedings

Suppose another creditor starts enforcement against the Turkish buyer and attempts to seize machinery that the foreign seller claims to own.

The seller may need to assert third-party ownership rights through the appropriate enforcement mechanisms.

A properly structured and documented retention arrangement can become highly important evidence.

Evidence of Ownership

The seller should maintain a complete file containing:

the officially structured retention agreement,

registration evidence,

commercial sales contract,

invoice,

serial numbers,

shipping documents,

customs documents,

delivery records,

and payment history.

Ownership disputes are evidence-heavy.

Customs Documents Are Helpful but Not Conclusive Alone

The fact that a foreign seller appears on an export document does not necessarily resolve who owns the goods after importation and delivery.

Customs status and private-law ownership are distinct legal issues.

Both sets of documents should be coordinated.

Foreign Governing Law Clause

International sellers often ask:

“Our contract is governed by German law. Doesn’t our German retention-of-title clause automatically work?”

Not necessarily.

Contractual governing law and proprietary questions concerning movable property are not always identical.

Where goods are located in Turkey, Turkish property-law requirements may become critical.

Foreign sellers should therefore obtain Turkish-law advice even where the sales contract selects foreign law.

English Law Contracts

The same warning applies to English-law agreements.

A sophisticated English-law retention clause may provide substantial contractual protection but should not automatically be assumed to satisfy Turkish Civil Code Article 764.

Local implementation must be checked.

German Extended Retention Clauses

German commercial contracts sometimes use sophisticated forms of extended or prolonged retention of title.

Foreign sellers should not assume that every element of a foreign-law security structure will be recognized identically under Turkish law.

Each mechanism should be tested against Turkish mandatory property and security rules.

CISG and Retention of Title

The CISG can govern many aspects of an international sale of goods, but it does not comprehensively determine proprietary effects of the contract on ownership of the goods.

UNCITRAL describes the CISG as governing formation of international sales contracts and the rights and obligations of sellers and buyers. Questions outside its scope may remain subject to applicable domestic law. (Yatırım Ofisi)

Accordingly, a contract may be governed by the CISG for sales obligations while Turkish domestic property law remains crucial to the effectiveness of a retention-of-title structure.

Payment Default Under the CISG

Where the CISG applies, the seller also has contractual remedies for buyer non-performance.

These can include requiring payment, damages and, under appropriate circumstances, avoidance.

But those contractual remedies should be distinguished from the separate proprietary question of whether the seller still owns delivered goods.

Can the Seller Demand Payment and Keep Retained Ownership?

The available combination of remedies depends on the contractual structure and applicable law.

A seller should avoid inconsistent enforcement positions.

Before seeking both the purchase price and physical recovery of goods, determine the legal consequences of each remedy.

Repossession and Contract Termination

Recovery of the goods may interact with termination or withdrawal from the underlying sales contract.

The seller should calculate the consequences carefully.

If part of the price has already been paid, restitution and accounting issues may arise.

What Happens to Payments Already Received?

Suppose a EUR 1 million machine has been delivered.

The buyer paid EUR 400,000 and then defaulted.

The seller cannot simply assume that it may keep EUR 400,000, recover the machine and claim the remaining EUR 600,000.

The contractual and statutory consequences must be calculated to prevent impermissible over-recovery.

Depreciation

Machinery may lose value while being used by the buyer.

If repossession occurs months after delivery, the equipment may have hundreds of operating hours.

The legal and financial treatment of depreciation, use and deterioration should therefore be considered.

Damage to the Goods

The seller should inspect recovered goods promptly.

If equipment has been damaged, altered or inadequately maintained, additional claims may arise depending on the circumstances.

Preserve technical evidence.

Removal Costs

Recovering industrial equipment can itself be expensive.

Disassembly, cranes, engineers, transport and storage may cost substantial amounts.

The contract should ideally allocate these costs in advance.

Goods Installed in Real Estate

Industrial machinery may be physically attached to a factory.

The stronger the integration into the building or facility, the more complicated the property analysis may become.

Foreign sellers should obtain advice before assuming that every installed machine remains legally separable movable property.

Leasing Versus Sale

For extremely valuable equipment, sellers should consider whether a sale on credit is really the optimal commercial structure.

In some transactions, leasing or another financing arrangement may provide more suitable protection.

The correct structure depends on tax, accounting, financing and legal considerations.

Bank Guarantee

Retention of title should not necessarily be the only security.

A foreign seller can consider requiring a bank guarantee for unpaid amounts.

This can be especially valuable where goods are likely to be consumed, transformed or resold.

Letter of Credit

Documentary payment mechanisms may reduce the amount of unsecured exposure.

A seller relying on a properly structured letter of credit may have substantially less need to repossess goods after delivery.

Payment protection should be designed before shipment.

Advance Payment

The simplest way to avoid unpaid-goods risk is full payment before delivery.

But commercial competition often makes this impossible.

The parties therefore need an appropriate allocation of credit risk.

Standby Letter of Credit

For continuing supply relationships, a standby instrument may provide additional payment security.

The seller should coordinate the payment-security package with the governing law and banking documentation.

Corporate Guarantee

If the Turkish buyer is a thinly capitalized subsidiary, consider whether a financially stronger parent company can guarantee payment.

The guarantee should be drafted and executed properly.

Personal Guarantees

In closely held companies, a seller may seek guarantees from shareholders.

Whether this is commercially appropriate depends on the transaction.

Do not assume that a director is automatically personally liable for the company’s unpaid commercial invoices.

Movable Pledge Alternatives

Turkey also has security mechanisms concerning movable assets.

Depending on the transaction, a pledge or other security arrangement may offer better protection than relying exclusively on retained ownership.

The optimal structure depends on the nature of the goods and financing.

When Retention of Title Works Best

Retention of title is particularly attractive where goods are:

high-value,

individually identifiable,

durable,

not rapidly consumed,

not routinely resold,

and capable of physical recovery.

A EUR 2 million industrial machine is a much more natural candidate than thousands of consumable raw-material units.

When It Works Poorly

Retention becomes less practical where goods are:

rapidly resold,

consumed,

mixed with other inventory,

transformed into new products,

or impossible to identify individually.

In those transactions, payment guarantees may be more effective.

Drafting the Clause

A retention clause should identify the relevant goods and condition for transfer of ownership clearly.

It should also coordinate with:

payment terms,

default,

termination,

insurance,

maintenance,

location restrictions,

inspection,

resale restrictions,

and recovery obligations.

But remember: good drafting does not replace Article 764 formalities.

Example of a Basic Commercial Concept

A contract may express the commercial arrangement along these lines:

Title to the Equipment shall remain with the Seller until the Seller has received the Purchase Price in full. The Buyer shall cooperate with all formalities and registrations required under applicable law to ensure the effectiveness of the Seller’s retained ownership rights.

The final clause should be customized for the transaction and coordinated with Turkish-law formalities.

Require Buyer Cooperation

The contract should require the Turkish buyer to cooperate with notarization, registration and other implementation steps.

Otherwise, the seller may discover after signing that the buyer refuses to complete the necessary local formalities.

Complete Formalities Before Delivery

From a risk-management perspective, this is one of the most important recommendations.

Do not deliver EUR 5 million of machinery and then ask:

“Now where do we register our retention clause?”

The structure should be implemented before possession changes hands.

Insurance

The contract should determine who insures the goods while possession is with the buyer but ownership is claimed by the seller.

Insurance coverage should reflect the actual commercial risk.

Check whether the seller’s interest needs to be noted.

Maintenance Obligations

The buyer should be required to maintain valuable retained goods properly.

A seller does not want to recover a machine after default only to discover that it has been destroyed through inadequate maintenance.

Prohibition on Disposal

The contract may restrict sale, pledge, transfer or disposal of retained goods.

Whether such provisions protect against third parties requires separate analysis, but they can strengthen the contractual position against the buyer.

Location Restrictions

For very high-value equipment, consider requiring notification before the equipment is moved.

If the seller does not know where the goods are, enforcing ownership becomes significantly harder.

Inspection Rights

A contract may grant the seller reasonable inspection rights while amounts remain outstanding.

This can help identify deterioration or unauthorized movement before default becomes irreversible.

Inventory Reporting

For repeated supply transactions, buyers can be required to report the location and status of retained inventory.

This can be useful, although it does not solve every proprietary problem involving resale or transformation.

What If the Turkish Buyer Refuses Registration?

Treat that as a significant commercial warning before shipment.

If the buyer wants possession before payment but refuses to cooperate with the agreed security structure, the seller should reconsider whether unsecured credit is acceptable.

Due Diligence Before Offering Credit

Foreign sellers should investigate the buyer before agreeing to 60-, 90- or 120-day payment terms.

Review corporate history, capital structure, financial information, litigation and available credit indicators where accessible.

Prevention is substantially cheaper than international debt recovery.

Large Transactions Need a Security Package

For a EUR 10 million equipment sale, relying on one sentence in the contract is usually inadequate.

A stronger structure may combine:

retention of title,

bank security,

milestone payments,

corporate guarantees,

insurance,

inspection rights,

and contractual default remedies.

The security package should reflect the size of the exposure.

What If the Buyer Becomes Insolvent?

Act quickly.

Identify whether the goods still exist and where they are located.

Verify the registration and documentation.

Determine the applicable insolvency or enforcement procedure.

Do not assume that sending an ordinary payment demand sufficiently protects proprietary rights.

Competing Creditors

This is where properly established property rights can become decisive.

Other creditors may attempt to seize the same equipment.

The foreign seller should be prepared to prove that the goods are not part of the buyer’s freely owned assets.

Evidence Should Be Prepared Before the Crisis

The best time to assemble ownership evidence is before the buyer defaults.

Create a transaction file containing:

Contract – Official Retention Documentation – Registration – Invoice – Serial Numbers – Customs Records – Delivery Records – Payment History – Buyer Corporate Records.

This can save significant time during emergency enforcement proceedings.

Foreign Sellers Should Not Rely on Contract Templates

A retention clause copied from a UK, German, American or Swiss template may not achieve the intended Turkish proprietary result.

Turkey has its own formal requirements.

Article 764 expressly requires official form and registration in the relevant special notarial register. (Türkiye Büyük Millet Meclisi)

Practical Example: Industrial Machinery

A Dutch company sells EUR 2.5 million of machinery to a Turkish manufacturer.

EUR 1 million is paid before shipment.

The remaining EUR 1.5 million is payable over 12 months.

The machinery will immediately be installed in the buyer’s factory.

Before delivery, the seller should analyze whether retention of title is appropriate, complete required formalities, identify each machine by serial number, coordinate insurance and restrict unauthorized disposal where appropriate.

It should also consider whether additional security is needed.

If the Turkish buyer defaults six months later, the seller then has a much stronger starting position than a seller relying solely on an unpaid invoice.

Practical Example: Distributor Inventory

An Italian manufacturer delivers EUR 500,000 of products to a Turkish distributor on 90-day credit.

The distributor is permitted to resell the products immediately.

A conventional retention arrangement may provide less practical protection because inventory changes constantly and third-party sales may occur.

The manufacturer should therefore consider alternative payment security rather than assuming an ROT clause solves the entire credit risk.

Practical Example: Raw Materials

A foreign company supplies raw plastic material to a Turkish manufacturer.

The material is transformed into finished products within days.

Because the original goods rapidly cease to exist in their delivered form, retention of title may be commercially less effective.

Bank security or shorter payment periods may provide better protection.

A Pre-Shipment Checklist for Foreign Sellers

Before releasing unpaid goods to a Turkish buyer, verify:

Buyer identity → Payment exposure → Goods identification → Retention clause → Article 764 formalities → Notarial registration → Insurance → Resale risk → Transformation risk → Additional security → Default remedies → Dispute resolution → Recovery plan.

A seller that completes this analysis before shipment is in a substantially stronger position if payment problems later arise.

Frequently Asked Questions

1. Are retention of title clauses valid in Turkey?

Yes, Turkish law recognizes reservation of ownership for movable property, but Article 764 imposes specific formal requirements. The agreement must be made in official form and registered in the special register at the notary office of the transferee’s place of residence. (Türkiye Büyük Millet Meclisi)

2. Is a retention clause in an international sales contract enough?

It should not automatically be assumed to be sufficient. Turkish Civil Code Article 764 requires official form and registration for the reservation of ownership to be valid. (Türkiye Büyük Millet Meclisi)

3. Where is the retention of title registered?

Article 764 requires registration in the special register maintained by the notary at the transferee’s place of residence. (Türkiye Büyük Millet Meclisi)

4. Can retention of title be used for machinery?

Potentially, yes. Machinery is generally movable property, although installation and integration into other property can create additional legal questions.

5. Can a foreign seller simply repossess unpaid machinery?

Not automatically. Physical recovery should be carried out through legally appropriate procedures. The seller should not assume it has an unrestricted self-help right to enter the buyer’s premises.

6. What if the Turkish buyer sells the goods to someone else?

Third-party acquisition and good-faith rules may become relevant. Turkish law recognizes protections concerning certain good-faith acquisitions of movable property. (Kepekçi & Sepetçi Portalı)

7. What happens if the buyer becomes insolvent?

The seller should urgently determine whether the goods still exist, whether the retention arrangement was validly established and what rights must be asserted within the applicable enforcement or insolvency procedure.

8. Does the CISG replace Turkish retention-of-title rules?

No. The CISG governs many contractual aspects of international sales but does not comprehensively regulate proprietary ownership effects. Domestic property-law analysis remains important.

9. Can retention of title protect raw materials?

It may be much less effective where materials are consumed, mixed or transformed. Alternative payment security should be considered.

10. What is the safest approach for a large sale to a Turkish buyer?

Do not rely solely on a standard ROT clause. Combine appropriate Turkish-law implementation with careful buyer due diligence, staged payments and, where commercially appropriate, bank or corporate security.

Legal Assistance for Foreign Sellers Protecting Unpaid Goods in Turkey

A retention-of-title clause can be a valuable tool for a foreign seller, but its effectiveness in Turkey depends on far more than inserting the words “ownership remains with Seller until full payment” into a supply agreement.

Turkish Civil Code Article 764 imposes a particularly important requirement: reservation of ownership over transferred movable property is valid only where the agreement is made in official form and registered in the special register maintained at the notary office of the transferee’s place of residence. (Türkiye Büyük Millet Meclisi)

For this reason, foreign manufacturers and exporters should structure retention arrangements before delivering valuable goods to Turkey.

The analysis becomes even more important where the goods may be resold, incorporated into other products, transformed during manufacturing, moved to another location or exposed to competing creditor claims.

Fırat Fesih Kaya Law Office provides legal assistance to foreign manufacturers, exporters, suppliers and international companies concerning retention of title clauses in Turkey, unpaid commercial goods, Turkish buyer defaults, machinery sales, international supply agreements, payment security, repossession disputes, enforcement proceedings, commercial litigation and international arbitration.

Legal assistance may include reviewing international supply agreements, structuring Turkish-law retention arrangements, coordinating required formalities, identifying goods and serial numbers, reviewing payment-security mechanisms, preparing default notices, investigating buyer assets and representing foreign sellers where unpaid goods become subject to enforcement or ownership disputes.

Phone: +90 312 434 22 22
Mobile / WhatsApp: +90 532 769 22 22
Email: info@firatfesihkaya.av.tr
Office: Mevlana Boulevard No:221, Yildirim Tower, Balgat, Cankaya, Ankara, Turkey

For foreign sellers extending credit to Turkish buyers, the practical principle is simple: ownership protection should be structured before the goods leave the seller’s control. Once the buyer has possession, financial problems have begun and other creditors are pursuing the same assets, correcting an inadequate security structure can be far more difficult.