Common use of RETENTION OF TITLE AND RISK Clause in Contracts

RETENTION OF TITLE AND RISK. 9.1 The risk in the Goods shall pass to the Customer on Delivery. At that moment, the Customer shall become responsible for the care and protection of the Goods and shall take out at its own expense adequate and comprehensive all risks cover on the Goods (with a note of our interest endorsed therein until we have received payment of the price in full). 9.2 Notwithstanding Delivery and the passing of risk in the Goods, title in the Goods (including full legal and beneficial ownership) shall not pass to the Customer until we have received (in cash or cleared funds) payment in full for all Goods supplied by us to the Customer under all contracts between them. Payment of the full price for the Goods shall include the amount of any interest or other sums payable under contracts between us and the Customer. 9.3 Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as our fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as our property. Until that time or until otherwise notified by us in writing or until the happening of any event set out in these Conditions entitling us to terminate this Contract the Customer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to us for the proceeds of the sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Customer and third parties and, in the case of tangible proceeds, properly stored, protected and insured. 9.4 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold) we shall be entitled at any time to require the Customer to deliver up the Goods to us and, if the Customer fails to do so forthwith, to enter upon any premises or vehicles of the Customer or any third party where the Goods are stored and repossess the Goods. 9.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain our property. 9.6 Where the Customer uses banking facilities or factoring or an invoice discounting company which involves the selling of debtors or using debtors as security, the Customer shall notify the bank, the factoring or invoice discounting company concerned of our interest in the Goods and specifically that title in the Goods has not passed until the invoice has been paid in full and otherwise as set out in these Conditions.

RETENTION OF TITLE AND RISK. 9.1 The risk 9.1. Title in the Goods shall be held by the Supplier until the Price has been paid in full. 9.2. Risk in the Goods shall pass to the Customer on Delivery. At that moment, delivery to the Customer or the Customer’s agent. 9.3. The Customer shall become be responsible for costs of insuring the care Goods and protection shall reimburse the cost of the relevant insurance premium to the Supplier. 9.4. Whilst title in the goods remains with the Supplier the Customer may not sell, deal with or grant any interest in the Goods nor part with possession of the Goods and shall take out at its own expense adequate and comprehensive all risks cover on ensure that the Goods (with a note of our interest endorsed therein until we have received payment of the price in full). 9.2 Notwithstanding Delivery and the passing of risk in the Goods, title in the Goods (including full legal and beneficial ownership) shall not pass to the Customer until we have received (in cash or cleared funds) payment in full for all Goods supplied by us to the Customer under all contracts between them. Payment of the full price for the Goods shall include the amount of any interest or other sums payable under contracts between us and the Customer. 9.3 Until such time are clearly identifiable as the property in the Goods passes to the Customer, the Customer shall hold the Goods as our fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as our property. Until that time or until otherwise notified by us in writing or until the happening of any event set out in these Conditions entitling us to terminate this Contract the Customer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to us for the proceeds of the sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or exclusive property of the Customer and third parties and, in the case of tangible proceeds, properly stored, protected and insured. 9.4 Until such time as the property in the Goods passes to the Customer (and provided Supplier wherever the Goods are still in existence stored. 9.5. The Customer irrevocably gives to the Supplier, its agents and have not been resold) we shall be entitled at any time to require servants, leave and licence, without the Customer to deliver up the Goods to us and, if the Customer fails to do so forthwithnecessity of giving notice, to enter upon any premises or vehicles occupied by the Customer to search for and remove any Goods supplied to the Customer in which the Supplier has title and in respect of which the Customer is in default. Such entry shall be made without in any way being liable to the Customer or any third party where person or company claiming through the Customer, and if the Goods or any of them are stored and repossess wholly or partially attached to or incorporated in any other goods, the Supplier may sever in any way whatsoever as may be necessary to remove the Goods. 9.5 9.6. The Customer will be responsible for the Supplier costs and expenses in exercising its rights under clause 9.5. 9.7. The Customer agrees that where the Goods have been retaken into the possession of the Supplier, the Supplier has the absolute right to sell or deal with the Goods, and if necessary sell the Goods with the trademark or name of the Customer on those Goods, and the Customer grants an irrevocable licence to the Supplier to do so and all things necessary to sell the Goods bearing the name or trademark of the Customer. 9.8. In addition to the rights of the Supplier to take possession of the Goods under this clause 9, the Supplier may issue proceedings against the Customer to recover all outstanding indebtedness to the Supplier in respect of the Goods or any other amounts owing to the Supplier. 9.9. the Supplier and the Customer agree that any credit contract between them shall not be terminated immediately on the happening of any Default. Until full payment is received by the Supplier the Customer shall be deemed to be a bailee of the Goods for and on behalf of the Supplier and the Supplier shall be entitled to pledge or in any way charge by way all the rights and remedies of security for any indebtedness any of the Goods which remain our propertya xxxxxx. 9.6 Where the Customer uses banking facilities or factoring or an invoice discounting company which involves the selling of debtors or using debtors as security, the Customer shall notify the bank, the factoring or invoice discounting company concerned of our interest in the Goods and specifically that title in the Goods has not passed until the invoice has been paid in full and otherwise as set out in these Conditions.

RETENTION OF TITLE AND RISK. 9.1 The 7.1 Goods supplied by the Company shall be at the Customer’s risk immediately on delivery to the Customer or into custody on the Customer’s behalf and the Customer should therefore be insured. 7.2 Property in the Goods shall supplied hereunder will pass to the Customer on Delivery. At that moment, when those Goods and all other Goods the subject of any other contract between the Company and the Customer shall become responsible for which at the care and protection time of the Goods and shall take out at its own expense adequate and comprehensive all risks cover on the Goods (with a note of our interest endorsed therein until we have received payment of the price in full). 9.2 Notwithstanding Delivery and the passing of risk in the Goods, title in the Goods (including full legal and beneficial ownership) shall not pass to the Customer until we have received (in cash or cleared funds) payment in full for all Goods supplied by us to the Customer under all contracts between them. Payment of the full price for of the Goods shall include sold have been delivered to the amount of any interest or other sums payable under contracts between us and the CustomerCustomer but not paid for in full, have been paid for in full. 9.3 7.3 Until such time as full payment has been received by the property in the Goods passes to the Customer, Company the Customer shall hold the Goods suppled hereunder in a fiduciary capacity for the Company in a manner which enables them to be identified as our fiduciary agent and bailee, and shall keep the Goods separate from those of the Company and the Customer and third parties and properly storedshall immediately return those Goods to the Company should it so request. All the normal incidents associated with a fiduciary relationship shall apply. 7.4 The Customer’s rights to possession of the Goods supplied hereunder shall cease if, protected and insured and identified as our property. Until that time not being a Company, he does anything or until otherwise notified by us in writing fails to do anything which would entitle any person to present a petition for bankruptcy or until the happening being a Company, it does anything or fails to do anything which would entitle an administrator or administrator active receiver to take possession of any event set out assets or would entitle any person to present a petition for winding up. 7.5 The Customer grants the Company an irrevocable licence to enter at any time any vehicles or premises owned or occupied by the Customer or in these Conditions entitling us to terminate this Contract its possession for the purpose of repossessing and removing any Goods supplied the property in which has remained in the Company. 7.6 Notwithstanding 7.3, the Customer shall be entitled permitted to resell or use sell the Goods supplied hereunder to third parties in the ordinary normal course of its business, but . In this respect the Customer shall account to us for act in the capacity of a commission agent and the proceeds of any such sale shall be held in trust for the sale or otherwise Company in a manner which enables the proceeds to be identified as such. The Company as principal shall remunerate the Customer as commission agent by a commission being the surplus which the commission agent can obtain in excess of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property contract price of the Customer and third parties and, in the case of tangible proceeds, properly stored, protected and insured. 9.4 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold) we shall be entitled at any time to require the Customer to deliver up the Goods to us and, if the Customer fails to do so forthwith, to enter upon any premises or vehicles of the Customer or any third party where the Goods are stored and repossess the Goods. 9.5 The Customer 7.7 If any provision of this clause 7 or any part thereof is held by any Court or other competent authority to be void or unenforceable in whole or part, this clause 7 shall not continue to be entitled valid as to pledge or in any way charge by way of security for any indebtedness any the other provisions thereof and the remainder of the Goods which remain our propertyaffected provisions. 9.6 Where the Customer uses banking facilities or factoring or an invoice discounting company which involves the selling of debtors or using debtors as security, the Customer shall notify the bank, the factoring or invoice discounting company concerned of our interest in the Goods and specifically that title in the Goods has not passed until the invoice has been paid in full and otherwise as set out in these Conditions.

RETENTION OF TITLE AND RISK. 9.1 The risk It is a condition of the Contract that the property in all of the Goods to be delivered by the Seller to the Buyer shall remain vested in the Company until payment due to the Seller under all Contracts between the Seller and the Buyer has been made in full. Even though the property in the Goods shall pass has not passed to the Customer on Delivery. At that moment, Buyer the Customer Seller shall become responsible be entitled to issue and serve proceedings for the care and protection price of the Goods together with interest and shall take out at its own expense adequate and comprehensive all risks cover on the Goods (with a note of our interest endorsed therein until we have received costs once payment of the price in full). 9.2 Notwithstanding Delivery and the passing of risk in the Goods, title in the Goods (including full legal and beneficial ownership) shall not pass to the Customer until we have received (in cash or cleared funds) payment in full for all Goods supplied by us to the Customer under all contracts between themhas become due. Payment of the full price for the Goods shall include the amount of any interest or other sums payable under contracts between us and the Customer. 9.3 • Until such time as the property in to the Goods passes to the CustomerBuyer, the Customer Buyer shall hold the Goods as our the Sellers fiduciary agent and bailee, bailee and shall keep (at the Buyers own cost) ensure that the Goods separate remain separately identifiable from those of the Customer Buyer and the third parties and properly storedappropriately stored in every respect, protected and protected, insured and identified as our the Sellers property. Until that time or until otherwise notified by us in writing or until time, the happening of any event set out in these Conditions entitling us to terminate this Contract the Customer Buyer shall not be entitled to resell re-sell or use the Goods in the ordinary course of business. • In the event of sale of Goods or any part of them by the Buyer in the ordinary course of its business, but shall account the Buyer shall, if required by the Seller, assign to us for the proceeds of Seller its right to recover the sale or otherwise of selling price from the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of third party concerned in a form submitted by the Customer and third parties and, in the case of tangible proceeds, properly stored, protected and insured. 9.4 Seller. • Until such time as the property in the Goods passes to the Customer Buyer in accordance with these conditions, the Buyer shall store the Goods separately and identifiably and yield them up forthwith on request by the Seller. • The risk of loss or damage to all or any of the Goods shall pass to the Buyer upon delivery. • Until such time as the property of the Goods passes to the Buyer (and provided that the Goods are still in existence and have not been resold) we re-sold), the Seller shall be entitled at any time to require the Customer Buyer to deliver up the Goods to us the Seller and, if the Customer Buyer fails to do so forthwith, the Seller or its agents are hereby granted by the Seller an irrevocable right and license to enter upon any premises or vehicles of the Customer Buyer or any third party where the Goods are stored and repossess the Goods. 9.5 . • The Customer Buyer shall not be entitled to pledge or in any way charge by the way of security for any indebtedness any of the Goods which remain our property. 9.6 Where the Customer uses banking facilities property of the Seller but, if the Buyer does so, all monies owing by the Buyer shall (without prejudice to any other right or factoring remedy of the Seller) forthwith become due and payable. • The Buyer gives consent to the Seller to publicise the Goods unless a request to withdraw permission is received in writing at or an invoice discounting company which involves before the selling date that the Contract is made. • WARRANTY • All Goods supplied by the Seller to the Buyer have been subjected to such checks or verification as might be expected of debtors a reasonable supplier in the position of the Seller PROVIDED THAT this warranty shall not extend to the sale of such Goods under the Buyers own labels or using debtors to the labelling of such Goods or to any matters or statements forming part of or contained in the labelling. • All representations, warranties or guarantees given to third parties by the Buyer with reference to the Goods are given entirely at the risk of the Buyer regardless as securityto whether or not such representations, the Customer warranties or guarantees are consistent or inconsistent with these Terms and Conditions. • The Seller shall notify the bank, the factoring or invoice discounting company concerned of our interest not be liable for defects in the Goods caused by the Buyer or any third party or for any unsuitability of the Goods. • The Sellers liability to the Buyer in respect of or arising out of this Contract or in tort (including negligence and specifically that title in breach of statutory duty) or otherwise howsoever arising shall not exceed a sum equal to the value of Goods to the Seller exclusive of VAT or any other applicable tax or duty. • Under no circumstances does the Seller accept responsibility for loss of profit, revenues, business, goodwill or anticipated savings by the Buyer or for any special indirect or consequential damage of whatsoever nature and howsoever arising. • Where the Goods has are required for a purpose other than the normal or usual purpose for which such Goods are commonly supplied then no condition or warranty of fitness for the purpose of the Goods shall be implied. • Where the Goods supplied consist of containers, wrappers or other articles intended for use in connection with any food, drug or substance of a volatile, delicate or fragile nature, the Buyer shall satisfy himself that such food, drug or other substance is not passed until or is not likely to be affected by any material used by the invoice Seller in printing of or manufacturing of such wrappers, containers or other articles. The Seller shall not be liable to the Buyer in respect of any claim alleging that such food, drug or other substance has been paid adversely affected and the Buyer shall indemnify and keep indemnified the Seller from and against all liability by third parties in full respect of any claim that any such food, drug or other substances has been adversely affected and otherwise as set out caused the third party loss, damage or expense. • TERMINATION • Either of us may terminate this agreement immediately on written notice if the other is in these Conditionsmaterial breach of an obligation and cannot put it right or does not put it right within 21 days of receiving notice to do so. On termination any then existing claims which either of us has against the other remain in force. • We may terminate this agreement immediately on notice if we reasonably believe that you will not be able to pay the price or other payments when due and in that event we have no further liabilities under the agreement.