Common use of PASSING OF TITLE AND RISK Clause in Contracts

PASSING OF TITLE AND RISK. 7.1 Notwithstanding the delivery of the goods or part thereof the goods remain the sole and absolute property of the Supplier as full legal and equitable owner until such time as the Purchaser has paid the Supplier the full purchase price together with the full price of any other goods the subject of any other contract with the Supplier. Risk in all goods passes on delivery or collection (as the case may be). 7.2 The Purchaser acknowledges that it receives possession of and holds goods delivered by the Supplier solely as bailee for the Supplier until such time as the full price thereof is paid to the Supplier together with the full price of any other goods then the subject of any other contract with the Supplier. Until such time as the Purchaser becomes the owner of the goods, it must: (a) Store them on the premises separately; (b) Ensure that the goods are kept in good and serviceable condition; (c) Secure the goods from risk, damage and theft; and (d) Keep the goods fully insured against such risks that are usual or common to insure against in a business of a similar nature to that of the Purchaser. 7.3 Until the goods are paid for in full: (a) The Supplier authorises the Purchaser to sell the goods but only in the ordinary course of its business; (b) The proceeds of any sale of the goods (or sale of other goods into which the goods have been incorporated) must be paid into a separate account and held in trust for the Supplier. The Purchaser must account to the Supplier from this fund for the full price of the goods; (c) The Purchaser is entitled to a period of credit, but if prior to the expiration of the period of credit the goods are sold and the proceeds of sale received the Purchaser shall account to the Supplier for the price of the goods; (d) Should the Purchaser die stop payment or call a meeting of its creditors or become insolvent or subject to the bankruptcy law or being a company calls a meeting for the purpose of or to go into liquidation or have a winding-up petition presented against it or has a receiver or administrator appointed, the Supplier may at its option notwithstanding its waiver of such default or failure and without prejudice to its other rights under this Agreement suspend or cancel this Agreement or require payment in cash before or on delivery or tender of Goods or documents notwithstanding terms of payment previously specified or may, subject to the law, repossess and take over the goods and dispose of the same in its own interest without prejudice to any claim it may have for damages for any loss resulting from such resale. 7.4 If the Purchaser does not pay for any goods on the due date then the Supplier is hereby irrevocably authorised by the purchaser to enter the Purchasers premises (or any premises under the control of the Purchaser or as agent of the Purchaser in which the goods are stored at such premises) and use reasonable force to take possession of the goods without liability for the tort of trespass, negligence or payment of any compensation to the Purchaser whatsoever. 7.5 On retaking possession of the goods the Supplier may elect to refund to the Purchaser any part payment that may have been made and to credit the Purchaser’s account with the value of the goods less any charge for recover of the goods, or to resell the goods.

PASSING OF TITLE AND RISK. 7.1 Notwithstanding the delivery of the goods or part thereof the goods remain the sole and absolute property of the Supplier as full legal and equitable owner until such time as the Purchaser has paid the Supplier the full purchase price together with the full price of any other goods the subject of any other contract with the Supplier. Risk in all goods passes on delivery or collection (as the case may be). 7.2 The Purchaser acknowledges that it receives possession of and holds goods delivered by the Supplier solely as bailee for the Supplier until such time as the full price thereof is paid to the Supplier together with the full price of any other goods then the subject of any other contract with the Supplier. Until such time as the Purchaser becomes the owner of the goods, it must: (a) Store them on the premises separately; (b) Ensure that the goods are kept in good and serviceable condition; (c) Secure the goods from risk, damage and theft; and (d) Keep the goods fully insured against such risks that are usual or common to insure against in a business of a similar nature to that of the Purchaser. 7.3 Until the goods are paid for in full: (a) The Supplier authorises the Purchaser to sell the goods but only in the ordinary course of its business; (b) The proceeds of any sale of the goods (or sale of other goods into which the goods have been incorporated) must be paid into a separate account and held in trust for the Supplier. The Purchaser must account to the Supplier from this fund for the full price of the goods; (c) The Purchaser is entitled to a period of credit, but if prior to the expiration of the period of credit the goods are sold and the proceeds of sale received the Purchaser shall account to the Supplier for the price of the goods; (d) Should the Purchaser die stop payment or call a meeting of its creditors or become insolvent or subject to the bankruptcy law or being a company calls a meeting for the purpose of or to go into liquidation or have a winding-up petition presented against it or has a receiver or administrator appointed, the Supplier may at its option notwithstanding its waiver of such default or failure and without prejudice to its other rights under this Agreement suspend or cancel this Agreement or require payment in cash before or on delivery or tender of Goods or documents notwithstanding terms of payment previously specified or may, subject to the law, repossess and take over the goods and dispose of the same in its own interest without prejudice to any claim it may have for damages for any loss resulting from such resale. 7.4 If the Purchaser does not pay for any goods on the due date then the Supplier is hereby irrevocably authorised by the purchaser to enter the Purchasers premises (or any premises under the control of the Purchaser or as agent of the Purchaser in which the goods are stored at such premises) and use reasonable force to take possession of the goods without liability for the tort of trespass, negligence or payment of any compensation to the Purchaser whatsoever. 7.5 On retaking possession of the goods the Supplier may elect to refund to the Purchaser any part payment that may have been made and to credit the Purchaser’s account with the value of the goods less any charge for recover of the goods, or to resell the goods. 7.6 Risk passes to the Purchaser for goods, on delivery of those goods (or where a courier is used, on delivery of those goods to the courier) and for services, on completion of those services.

PASSING OF TITLE AND RISK. 7.1 Notwithstanding (1) From the time of delivery of the goods or part thereof Goods shall be at the goods Buyer's risk who shall be solely responsible for their custody and maintenance but, unless otherwise expressly agreed in writing, the Goods shall remain the sole Company's property until all payments to be made by the Buyer under the Contract and absolute property of the Supplier as full legal and equitable owner until such time as the Purchaser has paid the Supplier the full purchase price together with the full price of any other goods the subject of any other contract with between the SupplierCompany and the Buyer and on any other account whatsoever have been made in full and unconditionally. Risk Whilst the Company's ownership continues the Buyer shall keep the Goods labelled as belonging to the Company and separate such Goods from all other goods in all goods passes on delivery or collection (as the case may be). 7.2 The Purchaser acknowledges that it receives its possession of and holds goods delivered by the Supplier solely as bailee for the Supplier until such time as Company. (2) The Buyer may only re-sell the full price thereof is paid Goods to the Supplier together with the full price of any other goods then the subject of any other contract with the Supplier. Until such time as the Purchaser becomes the owner of the goods, it must: (a) Store them on the premises separately; (b) Ensure that the goods are kept in good and serviceable condition; (c) Secure the goods from risk, damage and theft; and (d) Keep the goods fully insured against such risks that are usual or common to insure against in a business of a similar nature to that of the Purchaser. 7.3 Until the goods are paid for in full: (a) The Supplier authorises the Purchaser to sell the goods but only Buyer's customers in the ordinary course of its business; (b) The proceeds the Buyer's business as a fiduciary and trustee for the Company. In the event of any sale resale by the Buyer of the goods (or sale of other goods into which Goods the goods have been incorporated) must be paid into a separate account and held in trust for the Supplier. The Purchaser must account Company's beneficial entitlement shall attach to the Supplier from this fund for the full price of the goods; (c) The Purchaser is entitled to a period of credit, but if prior to the expiration of the period of credit the goods are sold and the proceeds of sale received the Purchaser or other disposition thereof so that such proceeds or any claim therefore shall account be assigned to the Supplier Company and until such assignment shall be held on trust in a separate identified account for the Company by the Buyer and such proceeds shall not be mingled with other moneys or paid into any overdrawn bank account and shall at all times be identified as the Company's money's. (3) Without prejudice to the equitable rules as to tracing, in the event of failure to pay the price in accordance with the Contract the Company shall have power to re-sell the Goods, such power being additional to (and not in substitution for) any other power of sale arising by operation of law or implication or otherwise and for such purpose the Company and its servants and agents may forthwith enter upon any premises or land occupied or owned by the Buyer to remove the Goods. (4) Pending payment of the full purchase price of the goods;Goods the Buyer shall at all times keep the Goods comprehensively insured against loss or damage by accident, fire, theft, and other risks usually covered by insurance in the type of business carried on by the Buyer in an amount at least equal to the balance of the price for the same from time to time remaining outstanding. The policy shall bear an endorsement recording the Company's interest or otherwise identify the Company as an additional insured. (d5) Should the Purchaser die stop payment or call a meeting of its creditors or become insolvent or subject to the bankruptcy law or being a company calls a meeting for the purpose of or to go into liquidation or have a winding-up petition presented against it or has a receiver or administrator appointed, the Supplier may at its option notwithstanding its waiver of such default or failure and without prejudice to its other rights under this Agreement suspend or cancel this Agreement or require payment in cash before or on delivery or tender of Goods or documents notwithstanding terms of payment previously specified or may, subject to the law, repossess and take over the goods and dispose of the same in its own interest without prejudice to any claim it may have for damages for any loss resulting from such resale. 7.4 If the Purchaser does not pay for any goods on the due date then the Supplier The Company is hereby irrevocably authorised licensed and granted permission by the purchaser Buyer to enter the Purchasers premises (or upon any premises under in the ownership, possession or control of the Purchaser or as agent of Buyer at any time to recover the Purchaser in which the goods are stored at such premises) and use reasonable force to take possession of the goods without liability for the tort of trespass, negligence or payment of any compensation to the Purchaser whatsoeverGoods. 7.5 On retaking possession of the goods the Supplier may elect to refund to the Purchaser any part payment that may have been made and to credit the Purchaser’s account with the value of the goods less any charge for recover of the goods, or to resell the goods.