Common use of RISK AND PROPERTY Clause in Contracts

RISK AND PROPERTY. 7.1 Risk of damage to or loss of the Goods shall pass to the Buyer: 7.1.1 in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or 7.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises: (a) at the time when the Goods are loaded onto the carrier’s transport vehicle at the Seller’s premises or any other place of storage; or (b) in the event that the Seller and the Buyer agree in Writing that carriage of the Goods is to be at the risk of the Seller, at the time when the Goods are off loaded from the carrier’s transport vehicle at the agreed place of delivery; or (c) if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods. 7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the Charges and all other sums owing to the Seller from the Buyer. 7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but the Buyer may resell or use the Goods in the ordinary course of its business. 7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller may at any time (including but not limited to clause 9 applying) require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, enter on any premises of the Buyer or any third party where the Goods are stored and repossess the Goods. 7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without limiting any other right or remedy of the Seller) forthwith become due and payable.

RISK AND PROPERTY. 7.1 9.1 Risk of damage to or loss of the Goods shall pass passes to the Buyer on delivery to the Delivery Address. 9.2 The cost of repair or replacement of any damaged Goods when the risk of damage in those Goods has passed to the Buyer shall be paid by the Buyer: 7.1.1 in the case . Repair or replacement of such Goods to will be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or 7.1.2 in the case discretion of Goods to be delivered otherwise than at the Seller’s premises: (a) at . The Buyer will also pay the time when cost of any work which may become necessary through the loss or damage to those Goods are loaded onto unless the carrier’s transport vehicle at loss or damage is directly caused by the Seller’s premises or any other place negligence of storage; or (b) in the event that the Seller and it is a condition precedent to the Buyer agree in Writing passing of property that carriage of the Goods is to be at the risk of the Seller, at the time when the Goods are off loaded from the carrier’s transport vehicle at the agreed place of delivery; or (c) if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goodsall such payments have been received. 7.2 9.3 Notwithstanding delivery and the passing of risk in the Goods, Goods no legal or any other provision of these Terms, the equitable property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of in cleared funds for the Charges Goods and all payment in full under any other sums owing to contract between the Seller from Buyer and the BuyerSeller. 7.3 9.4 Until such time as the property in the Goods passes to the Buyer, the Buyer shall shall:- 1. hold the Goods as the Seller’s 's fiduciary agent and bailee, and shall ; and 2. keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the property of the Seller’s property, but and where the Goods are installed the Buyer may resell shall not de- install or use remove them or tamper with them in any way; and 3. where possible keep the Goods separate from the Buyer’s goods and those of third parties; and 4. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and 5. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the ordinary course date of its businessdelivery and 6. give the Seller such information relating to the Goods as the Seller may require from time to time. 7.4 9.5 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller may shall be entitled at any time (including but not limited to clause 9 applying) require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwithimmediately on request, to enter on upon any premises of the Buyer or any third party Buyer’s premises where the Goods are stored and repossess the Goodsthem. 7.5 The 9.6 If before title to the Goods passes to the Buyer becomes Insolvent then if the Goods have been resold or irrevocably incorporated into another product all proceeds of resale or other dealing with the Goods shall not be entitled to pledge or in any way charge by way of security for any indebtedness any the period preceding payment of the Goods which remain Purchase Price be held by the property of Buyer as trustee for the Seller and the Buyer shall, if requested by the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without limiting any other right or remedy of the Seller) forthwith become due and payableplace these proceeds into a separate account.

RISK AND PROPERTY. 7.1 7.1. Risk of damage to or loss of the Goods shall pass to the Buyer: 7.1.1 7.2. in the case of Goods to be delivered to the Buyer at the Seller’s premises, premises at the time when the Seller notifies the Buyer that the Goods are available for collection; collection or, 7.1.2 7.3. in the case of Goods to be delivered otherwise than at the Seller’s premises: (a) at the time when the Goods are loaded onto the carrier’s transport vehicle at the Seller’s premises or any other place of storage; or (b) in the event that the Seller and the Buyer agree in Writing that carriage of the Goods is to be at the risk of the Seller, at the time when the Goods are off loaded from the carrier’s transport vehicle at the agreed place of delivery; delivery or (c) , if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered attempted delivery of the Goods. 7.2 7.4. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these TermsConditions, the property title in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the Charges and all other sums owing to price of the Seller from the BuyerGoods in cleared funds. 7.3 7.5. Until such time as the property title in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep bailee and 7.5.1. store the Goods separate separately from those of all other goods held by the Buyer and third parties and properly stored, protected and insured and identified so that they remain readily identifiable as the Seller’s 's property; 7.5.2. not remove, but deface or obscure any identifying xxxx or packaging on or relating to the Buyer may resell or use Goods; 7.5.3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the ordinary course Seller's behalf from the date of its business.delivery; 7.4 7.6. Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold)Buyer, the Seller may shall be entitled at any time (including but not limited to clause 9 applying) require the Buyer to deliver up the Goods to the Seller and, and if the Buyer fails to do so forthwith, to enter on upon any premises of the Buyer or any third party where the Goods are stored and repossess recover the Goods. 7.5 7.7. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without limiting prejudice to any other right or remedy of the Seller) forthwith become due and payable.

RISK AND PROPERTY. 7.1 9.1 Risk of damage to or loss of the Goods shall pass passes to the Buyer on delivery to the Delivery Address. 9.2 The cost of repair or replacement of any damaged Goods when the risk of damage in those Goods has passed to the Buyer shall be paid by the Buyer: 7.1.1 in the case . Repair or replacement of such Goods to will be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or 7.1.2 in the case discretion of Goods to be delivered otherwise than at the Seller’s premises: (a) at . The Buyer will also pay the time when cost of any work which may become necessary through the loss or damage to those Goods are loaded onto unless the carrier’s transport vehicle at loss or damage is directly caused by the Seller’s premises or any other place negligence of storage; or (b) in the event that the Seller and it is a condition precedent to the Buyer agree in Writing passing of property that carriage of the Goods is to be at the risk of the Seller, at the time when the Goods are off loaded from the carrier’s transport vehicle at the agreed place of delivery; or (c) if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goodsall such payments have been received. 7.2 9.3 Notwithstanding delivery and the passing of risk in the Goods, Goods no legal or any other provision of these Terms, the equitable property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of in cleared funds for the Charges Goods and all payment in full under any other sums owing to contract between the Seller from Buyer and the BuyerSeller. 7.3 9.4 Until such time as the property in the Goods passes to the Buyer, the Buyer shall shall:- 9.4.1. hold the Goods as the Seller’s 's fiduciary agent and bailee, and shall ; and 9.4.2. keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the property of the Seller’s property, but and where the Goods are installed the Buyer may resell shall not de-install or use remove them or tamper with them in any way; and 9.4.3. where possible keep the Goods separate from the Buyer’s goods and those of third parties; and 9.4.4. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and 9.4.5. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the ordinary course date of its businessdelivery and 9.4.6. give the Seller such information relating to the Goods as the Seller may require from time to time. 7.4 9.5 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller may shall be entitled at any time (including but not limited to clause 9 applying) require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwithimmediately on request, to enter on upon any premises of the Buyer or any third party Buyer’s premises where the Goods are stored and repossess the Goodsthem. 7.5 The 9.6 If before title to the Goods passes to the Buyer becomes Insolvent then if the Goods have been resold or irrevocably incorporated into another product all proceeds of resale or other dealing with the Goods shall not be entitled to pledge or in any way charge by way of security for any indebtedness any the period preceding payment of the Goods which remain Purchase Price be held by the property of Buyer as trustee for the Seller and the Buyer shall, if requested by the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without limiting any other right or remedy of the Seller) forthwith become due and payableplace these proceeds into a separate account.

RISK AND PROPERTY. 7.1 9.1 Risk of damage to or loss of the Goods shall pass passes to the Buyer on delivery to the Delivery Address. 9.2 The cost of repair or replacement of any damaged Goods when the risk of damage in those Goods has passed to the Buyer shall be paid by the Buyer: 7.1.1 in the case . Repair or replacement of such Goods to will be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or 7.1.2 in the case discretion of Goods to be delivered otherwise than at the Seller’s premises: (a) at . The Buyer will also pay the time when cost of any work which may become necessary through the loss or damage to those Goods are loaded onto unless the carrier’s transport vehicle at loss or damage is directly caused by the Seller’s premises or any other place negligence of storage; or (b) in the event that the Seller and it is a condition precedent to the Buyer agree in Writing passing of property that carriage of the Goods is to be at the risk of the Seller, at the time when the Goods are off loaded from the carrier’s transport vehicle at the agreed place of delivery; or (c) if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goodsall such payments have been received. 7.2 9.3 Notwithstanding delivery and the passing of risk in the Goods, Goods no legal or any other provision of these Terms, the equitable property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of in cleared funds for the Charges Goods and all payment in full under any other sums owing to contract between the Seller from Buyer and the BuyerSeller. 7.3 9.4 Until such time as the property in the Goods passes to the Buyer, the Buyer shall shall:- 1. hold the Goods as the Seller’s 's fiduciary agent and bailee, and shall ; and 2. keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the property of the Seller’s property, but and where the Goods are installed the Buyer may resell shall not de-install or use remove them or tamper with them in any way; and 3. where possible keep the Goods separate from the Buyer’s goods and those of third parties; and 4. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and 5. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the ordinary course date of its businessdelivery and 6. give the Seller such information relating to the Goods as the Seller may require from time to time. 7.4 9.5 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller may shall be entitled at any time (including but not limited to clause 9 applying) require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwithimmediately on request, to enter on upon any premises of the Buyer or any third party Buyer’s premises where the Goods are stored and repossess the Goodsthem. 7.5 The 9.6 If before title to the Goods passes to the Buyer becomes Insolvent then if the Goods have been resold or irrevocably incorporated into another product all proceeds of resale or other dealing with the Goods shall not be entitled to pledge or in any way charge by way of security for any indebtedness any the period preceding payment of the Goods which remain Purchase Price be held by the property of Buyer as trustee for the Seller and the Buyer shall, if requested by the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without limiting any other right or remedy of the Seller) forthwith become due and payableplace these proceeds into a separate account.

RISK AND PROPERTY. 7.1 6.1 Risk of damage to or loss of the Goods shall pass to the Buyer: 7.1.1 in the case of Goods to be delivered at the Seller’s premises, Buyer at the time when the Seller notifies the Buyer that at which the Goods are available ready for collection; or 7.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises: (a) at the time when the Goods are loaded onto the carrier’s transport vehicle at the Seller’s premises unloading by or any other place of storage; or (b) in the event that the Seller and the Buyer agree in Writing that carriage on behalf of the Goods is to be at the risk of the Seller, at the time when the Goods are off loaded from the carrier’s transport vehicle at the agreed place of delivery; or (c) if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the GoodsBuyer. 7.2 6.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, the property in the Goods shall not pass to the Buyer until the Seller Mint has received in cash or cleared funds payment in full for the price of the Charges and all other sums owing to the Seller from the BuyerGoods. 7.3 6.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the SellerMint’s fiduciary agent and bailee, bailee and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the SellerMint’s property. Notwithstanding the previous sentence, but the Buyer may shall be entitled to resell or use the Goods or integrate the Goods with other products provided the Buyer does so in the ordinary course of its business. 7.4 6.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in separate identifiable existence and have not been resold), the Seller may ) Mint shall be entitled at any time (including but not limited to clause 9 applying) require the Buyer to deliver up the Goods to the Seller Mint and, if the Buyer fails to do so forthwithwithout delay, to enter on upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods. 7.5 6.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the SellerMint, but if the Buyer does so all moneys monies owing by the Buyer to the Seller Mint shall (without limiting prejudice to any other right or remedy of the SellerMint) forthwith immediately become due and payable.

RISK AND PROPERTY. 7.1 Risk of damage to or loss of the Goods shall pass to the Buyer: 7.1.1 a) in the case of Goods to be delivered at the SellerCondale’s premises, at the time when the Seller Condale notifies the Buyer that the Goods are available for collection; or 7.1.2 b) in the case of Goods to be delivered otherwise than at the SellerCondale’s premises: (a) at the time when the Goods are loaded onto the carrier’s transport vehicle at the Seller’s premises or any other place of storage; or (b) in the event that the Seller and the Buyer agree in Writing that carriage of the Goods is to be at the risk of the Seller, at the time when the Goods are off loaded from the carrier’s transport vehicle at the agreed place of delivery; delivery or (c) , if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller Condale has tendered delivery of the Goods. 7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, the property in the Goods shall not pass to the Buyer until the Seller Condale has received in cash or cleared funds payment in full of the Charges price of the Goods and all other sums owing goods agreed to be sold by Condale to the Seller from the BuyerBuyer for which payment is then due. 7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the SellerCondale’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the SellerCondale’s property, but the Buyer may resell or use the Goods in the ordinary course of its business. 7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller Condale may at any time (including but not limited to clause 9 applying) require the Buyer to deliver up the Goods to the Seller Condale and, if the Buyer fails to do so forthwith, enter on any premises of the Buyer or any third party where the Goods are stored and repossess the Goods. 7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the SellerCondale, but if the Buyer does so all moneys owing by the Buyer to the Seller Condale shall (without limiting any other right or remedy of the SellerCondale) forthwith become due and payable.

RISK AND PROPERTY. 7.1 13.1 Risk of damage Damage to or loss of the Goods shall pass passes to the Buyer:Buyer upon delivery. 7.1.1 13.2 If the Goods or Services are withheld by ENCOPARTS pursuant to clause 8.7, risk in the case of Goods passes to be delivered at the Seller’s premises, at the time Buyer when the Seller notifies the Buyer that the Goods are available for collection; or 7.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises: (a) at the time when the Goods are loaded onto the carrier’s transport vehicle at the Seller’s premises or any other place of storage; or (b) in the event that the Seller and the Buyer agree in Writing that carriage of the Goods is to be at the risk of the Seller, at the time when the Goods are off loaded from the carrier’s transport vehicle at the agreed place of delivery; or (c) if the Buyer wrongfully fails would have been able to take delivery of the Goods, Goods had ENCOPARTS not withheld the time when the Seller has tendered delivery of the GoodsGoods or Services. 7.2 13.3 Notwithstanding delivery and the passing of risk in the Goods, Goods or any other provision of these the Terms, the property in the Goods shall does not pass to the Buyer until the Seller ENCOPARTS has received received, in cash or cleared funds funds, payment in full of the Charges Price in full. Pending payment of the Price: (a) ENCOPARTS’ will have a lien over any of the Buyer’s other goods under XXXXXXXXX’ control for all amounts claimed to be due and all other sums owing payable to ENCOPARTS; and (b) the Buyer is a bailee of the Goods and owes ENCOPARTS the duties and liabilities of a bailee. 13.4 Until the property in the Goods passes to the Seller Buyer, ENCOPARTS may at any time on giving notice to the Buyer, require the Buyer to deliver up possession or control of the Goods to ENCOPARTS. 13.5 The Buyer hereby irrevocably authorises XXXXXXXXX to enter onto the Buyer’s premises for the purpose of retaking possession or control of Goods pursuant to clause 13.4 or, where the Goods are located on the property of any third party, the Buyer must obtain pre-approval from the Buyerthird party for ENCOPARTS to enter onto those premises for that purpose. 7.3 13.6 ENCOPARTS may keep, resell or otherwise deal with the Goods repossessed under clauses 13.4 or 13.5, in its absolute discretion. 13.7 The Buyer must not sell, pledge or in any way charge any Goods by way of security while the Goods remain the property of ENCOPARTS. If the Buyer does so, then: (a) all money owing by the Buyer to ENCOPARTS (without prejudice to any other rights or remedies of the ENCOPARTS) becomes immediately due and payable; and (b) all money received by the Buyer in respect of any sale of or security given over the Goods is held on trust for ENCOPARTS until ENCOPARTS has received full payment for the Goods. 13.8 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall must: (a) keep the Goods in good and marketable condition, separate from those all other goods, and except in cases of emergencies, must ensure that all repairs or replacements which may be required to the Goods are effected by ENCOPARTS or its duly appointed agent or representative at the cost of the Buyer; and (b) insure the Goods for their full replacement value with an insurer carrying a minimum Standard & Poor’s rating of ‘A-’ or an equivalent rating from another reputable agency. 13.9 The insurance required under clause 13.8(b) must cover the respective rights and interests of the Buyer and third parties ENCOPARTS (as owner), note the interests of ENCOPARTS as owner if required by XXXXXXXXX, and properly storedinclude: (a) a cross-liability clause, protected and to the intent that each insured and identified as party will be deemed to be separate insureds under the Seller’s propertypolicy; (b) an express provision requiring the insurer to notify ENCOPARTS if the policy of insurance is not renewed, lapses or is cancelled mid term; and (c) an acknowledgement from the insurer that in the event of Loss or Damage to the Goods, all net insurance proceeds derived from any insurance settlement will be used to either repair or replace the Goods. Such determination will be at the absolute discretion of ENCOPARTS. 13.10 The Buyer must not do or permit or allow to be done anything which might or could prejudice any insurance of the Goods. 13.11 If the Buyer fails to insure the Goods or provide evidence of the insurances in accordance with this clause 13, ENCOPARTS may, but is not obliged to, procure and maintain such insurance and the cost of doing so will be a debt due and immediately payable from the Buyer may resell or use the Goods in the ordinary course of its businessto ENCOPARTS. 7.4 Until such time as 13.12 The Buyer must promptly inform XXXXXXXXX in writing of any event or circumstance that may give rise to a claim under insurance required by clause 13.8(b) and keep ENCOPARTS informed of subsequent developments and take all reasonable steps to ensure a prompt and favourable settlement of the claim. 13.13 ENCOPARTS will effect and maintain, in relation to Services, for the duration of carrying out the Services, and for Goods, until property in of the Goods passes to ENCOPARTS: (a) a public liability insurance policy for at least the Buyer amount of $20,000,000 for any one occurrence; (b) a products liability insurance policy for at least the amount of $20,000,000 limited in the aggregate during any single term of insurance; and (c) such insurances as are required by law including workers’ compensation insurance. 13.14 The Parties will be responsible for and provided the Goods are still in existence and have not been resold), the Seller may at must pay any time (including but not limited to clause 9 applying) require the Buyer to deliver up the Goods excess or deductible under insurance policies required by these Terms to the Seller and, if the Buyer fails to do so forthwith, enter on any premises extent of the Buyer or any third party where the Goods are stored and repossess the Goods. 7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer their respective contributions to the Seller shall (without limiting any other right Loss or remedy of the Seller) forthwith become due and payableDamage.

RISK AND PROPERTY. 7.1 8.1. Risk of damage to or loss of the Goods shall pass to the Buyer: 7.1.1 : in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or 7.1.2 in 0.0.0. xx the case of Goods to be delivered otherwise than at the Seller’s premises: (a) at the time when the Goods are loaded onto the carrier’s transport vehicle at the Seller’s premises or any other place of storage; or (b) in the event that the Seller and the Buyer agree in Writing that carriage of the Goods is to be at the risk of the Seller, at the time when of delivery to the Goods are off loaded from premises or place agreed between the carrier’s transport vehicle at Buyer and the agreed place of delivery; or (c) Seller or if the Buyer wrongfully fails to take delivery of the Goods, Goods at such premises or place at the time when the Seller has tendered delivery of the Goods. 7.2 8.2. Notwithstanding delivery and and/or the passing of risk in the Goods, or any other provision of these Terms, Goods the property in the Goods shall not pass to the Buyer until the Seller price of the Goods has received in cash or cleared funds payment been paid in full of the Charges and all other sums owing payment has been made to the Seller of all sums due or owing from the BuyerBuyer to the Seller on any account whatsoever. 7.3 8.3. Until such time as the property in the Goods passes to the Buyer, Buyer in accordance with condition 8.2: 8.3.1. the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, shall not obliterate any identifying xxxx on the Goods or their packaging and shall keep the Goods separate from those any other goods of the Buyer and or third parties and parties, properly stored, protected and insured and identified as the Seller’s propertyproperty and the Seller shall be entitled to enter the Buyer’s premises during the Buyer’s normal business hours upon reasonable notice to verify the Buyer’s compliance with this condition; and 8.3.2. subject to condition 8.4, but the Buyer may resell shall be entitled to use or use sell the Goods in the ordinary course of its business. 7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller may at any time (including but not limited to clause 9 applying) require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, enter on any premises of the Buyer or any third party where the Goods are stored and repossess the Goods. 7.5 8.4. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, Seller but if the Buyer does so all moneys monies owing by the Buyer to the Seller shall (without limiting prejudice to any other right or remedy of the Seller) forthwith become due and payable. 8.5. Where the Seller is unable to determine whether any goods are the Goods the Buyer shall be deemed to have sold all goods of the kind sold by the Seller to the Buyer in the order in which they were invoiced to the Buyer. 8.6. The Seller may at any time after payment of any amount payable under the Contract has become due take possession of the Goods (which for the avoidance of doubt shall include the right to stop the Goods in transit) and remove them and the Buyer shall be deemed to have granted irrevocable authority to the Seller to enter upon the Buyer’s premises or other premises where the Goods may be and, by the Seller’s employees or agents, take possession of the Goods and (if necessary) dismantle the Goods from anything to which they are attached. 8.7. The Seller shall have the right to maintain an action against the Buyer for the price of the Goods notwithstanding that property in the Goods has not passed. 8.8. Nothing in the Contract shall constitute the Buyer the agent of the Seller in respect of any re-sale of the Goods by the Buyer so as to confer upon a third party any rights against the Seller.

RISK AND PROPERTY. 7.1 Risk of damage to or loss of the Goods shall pass to the Buyer: 7.1.1 in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or 7.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises: (a) at the time when the Goods are loaded onto the carrier’s transport vehicle at the Seller’s premises or any other place of storage; or (b) in the event that the Seller and the Buyer agree in Writing that carriage upon delivery of the Goods is to be at the risk of the Seller, at the time when the Goods are off loaded from the carrier’s transport vehicle at the agreed place of delivery; or (c) if the Buyer wrongfully fails to take delivery of in accordance with the Goods, the time when the Seller has tendered delivery of the GoodsAgreement. 7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision conditions of these Termsthe Agreement, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the Charges Price of the Goods and/or the Services and all other sums owing Goods and/or Services agreed to be sold or supplied by the Seller to the Seller from the BuyerBuyer for which payment Is then due. 7.3 Until such time as the property in the Goods passes to the Buyer, Buyer the Buyer shall hold the Goods as the Seller’s Seller fiduciary agent and bailee, xxxxxx and shall keep the Goods separate from those of the Buyer and third parties Parties and properly stored, protected and insured and identified as the Seller’s property, but . Until that time the Buyer may resell or shall be entitled to use the Goods in the ordinary course of its business, but it shall account to the Seller for the proceeds of any sale of the Goods, including insurance proceeds, and shall keep all such proceeds separate from any other monies of the Buyer and third Parties. 7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), ) the Seller may shall be entitled at any time (including but not limited to clause 9 applying) require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails falls to do so forthwithforthwith upon demand, the Buyer grants the Seller (or its appointed agent) a license to enter on upon any premises of the Buyer or any third party Party where the Goods are stored and to repossess the Goods. 7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so so, all moneys monies owing by the Buyer to the Seller shall (without limiting prejudice to any other right or remedy of the Seller) forthwith become due and payable. 7.6 The Buyer's right to possession of the Goods shall terminate immediately if: (a) The Buyer has a bankruptcy Agreement made against it or makes an arrangement or composition with its creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or it (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administration Agreement in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or (b) The Buyer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe/perform any of its obligations under the Agreement or any other Agreement between the Seller and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade.

RISK AND PROPERTY. 7.1 6.7.1 Risk of damage to or loss of the Goods shall pass to the Buyer: 7.1.1 in Customer on delivery to the case Customer’s designated point of Goods to be delivered at the Seller’s premisesdelivery or, at the time when the Seller notifies the Buyer that the Goods are available for collection; or 7.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises: (a) at the time when the Goods are loaded onto the carrier’s transport vehicle at the Seller’s premises or any other place of storage; or (b) in the event that the Seller and the Buyer agree in Writing that carriage of the Goods is to be at the risk of the Seller, at the time when the Goods are off loaded from the carrier’s transport vehicle at the agreed place of delivery; or (c) if the Buyer Customer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods. 7.2 6.7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these TermsTerms and Conditions of Sale, the property in the Goods shall not pass to the Buyer Customer until the Seller has received in cash or cleared funds payment in full of the Charges price of CTI/ Movianto Nederland the Goods and all other sums owing Goods agreed to be sold by the Seller to the Seller from the BuyerCustomer for which payment is then due. 7.3 6.7.3 Until such time as the property in the Goods passes to the BuyerCustomer, the Buyer Customer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer Customer and third parties and properly stored, protected and insured and identified as the Seller’s property, but . Until that time the Buyer may Customer shall be entitled to resell or use the Goods in the ordinary course of its businessbusiness but shall account to the Seller for the proceeds of 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. 7.4 6.7.4 Until such time as the property in the Goods passes to the Buyer Customer (and provided the Goods are still in existence and have not been resold), the Seller may shall be entitled at any time (including but not limited to clause 9 applying) require the Buyer Customer to deliver up the Goods to the Seller and, if the Buyer Customer fails to do so forthwith, to enter on upon any premises of the Buyer Customer or any third party where the Goods are stored and repossess the Goods. 7.5 6.7.5 The Buyer 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 the property of the Seller, but if the Buyer Customer does so all moneys monies owing by the Buyer Customer to the Seller shall (without limiting prejudice to any other right or remedy of the Seller) forthwith become due and payable.

RISK AND PROPERTY. 7.1 4.1 Risk of damage to or loss of the Goods shall pass to Buyer: (a) in the Buyer: 7.1.1 case of Goods to be collected by Xxxxx, at the time when the Goods are made available for collection by Seller; or (b) in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or 7.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises: (a) at the time when the Goods are loaded onto the carrier’s transport vehicle at the Seller’s premises or any other place of storage; or (b) in the event that the Seller and the Buyer agree in Writing that carriage of the Goods is to be at the risk of the by Seller, at the time when of delivery by Seller. In each case, risk shall pass to Buyer whether or not Buyer fulfils its obligations to collect the Goods are off loaded from or accept delivery (as the carrier’s transport vehicle at the agreed place of delivery; or (c) if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goodscase may be). 7.2 4.2 Notwithstanding delivery and the passing of risk in the Goods, Goods or any other provision of these TermsConditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the Charges price of the Goods and all other sums owing goods agreed to the be sold by Seller from the Buyerto Buyer for which payment is then due. 7.3 4.3 Until such time as when the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, bailee for Seller and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and protected, insured and identified identifiable as the Seller’s property, but the . Buyer may resell or use shall take reasonable care of the Goods and keep them in the ordinary course of its businesscondition in which they were delivered. Buyer shall not remove or alter any mark on, or packaging of, the Goods. On reasonable notice to Xxxxx, Seller may inspect the Goods (on Xxxxx’s or any third party’s premises) during normal business hours. Buyer shall provide Seller with such information concerning the Goods as Seller may request from time to time. 7.4 4.4 Until such time as when the property in the Goods passes to the Buyer, Buyer (and provided shall pay to Seller any proceeds of sale of the Goods are still received by Buyer, including insurance proceeds, and shall keep all proceeds separate from any monies or property of Buyer or third parties. 4.5 Until such time when the property in existence and have not been resold)the Goods passes to Buyer, the Seller may shall be entitled at any time (including but not limited to clause 9 applying) require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwithdo, to enter on upon any premises of the Buyer or and/or any third party where the Goods are stored and repossess to re-possess the Goods. 7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without limiting any other right or remedy of the Seller) forthwith become due and payable.

RISK AND PROPERTY. 7.1 (a) Risk of damage to or loss of the Goods shall pass to the Buyer: 7.1.1 : (i) in the case of Goods to be delivered at the SellerGTL’s premises, at the time when the Seller GTL notifies the Buyer that the Goods are available for collection; or 7.1.2 or (ii) in the case of Goods to be delivered otherwise than at the SellerGTL’s premises: (a) at the time when the Goods are loaded onto the carrier’s transport vehicle at the Seller’s premises or any other place of storage; or (b) in the event that the Seller and the Buyer agree in Writing that carriage of the Goods is to be at the risk of the Seller, at the time when the Goods are off loaded from the carrier’s transport vehicle at the agreed place of delivery; or (c) , or if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller GTL has tendered delivery of the Goods. 7.2 (b) Notwithstanding delivery and the passing of risk in the Goods, Goods or any other provision of these TermsConditions, the property in title to the Goods shall not pass to the Buyer until the Seller GTL has received received, in cash or cleared funds funds, payment in full of the Charges price of the Goods and all other sums owing which are due from the Buyer to GTL on any account. (c) If Buyer is in possession of the Goods prior to the Seller from passing of title to such Goods to the Buyer. 7.3 Until , then the Buyer shall, until such time as the property title in the Goods passes to the Buyer: (a) hold the Goods on a fiduciary basis as GTL’s bailee; (b) store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as GTL’s property; (c) not remove, deface or obscure any identifying xxxx or packaging on or relating to the Goods; and (d) maintain the Goods in satisfactory condition and keep them insured on GTL’s behalf for their full price against all risks with an insurer that is reasonably acceptable to GTL. The Buyer shall obtain an endorsement of GTL’s interest in the Goods on its insurance policy. On request, the Buyer shall hold allow GTL to inspect the Goods as and the Seller’s fiduciary agent and baileeinsurance policy. Notwithstanding anything to the contrary in this Section 5(c), and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but the Buyer may shall be entitled to resell or use the Goods in the ordinary course of its business. 7.4 Until , but shall account to GTL for the proceeds from the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such time as the proceeds separate from any moneys or property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller may at any time (including but not limited to clause 9 applying) require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, enter on any premises of the Buyer or any and third party where parties and in the Goods are case of tangible proceeds properly stored protected and repossess the Goodsinsured. 7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without limiting any other right or remedy of the Seller) forthwith become due and payable.