Common use of RISK AND PROPERTY Clause in Contracts

RISK AND PROPERTY. 7.1 The Supplied Equipment shall be at the risk of <Kindly enter Company name> until delivery to the Customer at the Site. <Kindly enter Company name> shall off-load the Supplied Equipment at the Customer’s risk. 7.2 Ownership of the Supplied Equipment shall pass to the Customer on the later of completion of delivery (including without limitation off-loading), or when <Kindly enter Company name> has received in full in cleared funds the Purchase Price and all other sums which are or which become due to <Kindly enter Company name> from the Customer on any account. 7.3 Until ownership of the Supplied Equipment has passed to the Customer under condition 7.2, the Customer shall: (a) hold the Supplied Equipment on a fiduciary basis as <Kindly enter Company name> bailee; (b) not be entitled to sell, transfer, lease, charge, assign by way of security or otherwise deal in or encumber the Supplied Equipment; (c) store the Supplied Equipment (at no cost to <Kindly enter Company name>) in satisfactory conditions and separately from all the Customer’s other equipment or that of a third party, so that it remains readily identifiable as <Kindly enter Company name> property; (d) not destroy, deface or obscure any identifying mark or packaging on or relating to the Supplied Equipment; and (e) keep the Supplied Equipment insured on <Kindly enter Company name> behalf for its full price against all risks with a reputable insurer to the reasonable satisfaction of <Kindly enter Company name>, ensure that <Kindly enter Company name> interest in the Supplied Equipment is noted on the policy, and hold the proceeds of such insurance on trust for <Kindly enter Company name> and not mix them with any other money, nor pay the proceeds into an overdrawn bank account. 7.4 If in breach of clause 7.3(b) above the Customer sells the Supplied Equipment then any proceeds of sale in respect thereof and all rights arising under or in respect of said sale shall be held (in the case of the proceeds of sale in a separate account) by the Customer as trustee for <Kindly enter Company name>. 7.5 The Customer’s right to possession of the Supplied Equipment before ownership has passed to it shall terminate immediately if any of the circumstances set out in clause 12 arise or if the Customer encumbers or in any way charges the Supplied Equipment, or if the Customer fails to make any payment to <Kindly enter Company name> on the due date. 7.6 The Customer grants <Kindly enter Company name>, its agents and employees an irrevocable licence at any time to enter any premises where the Supplied Equipment is or may be stored in order to inspect it, or where the Customer’s right to possession has terminated, to remove it. All costs incurred by <Kindly enter Company name> in repossessing the Supplied Equipment shall be borne by the Customer. 7.7 On termination of the agreement for any reason, <Kindly enter Company name> (but not the Customer’s) rights in this clause 7 shall remain in effect. 7.8 <Kindly enter Company name> may appropriate payments by the Customer to such Supplied Equipment as it thinks fit, notwithstanding any purported appropriation by the Customer to the contrary, and may make such appropriation at any time.

Appears in 1 contract

Samples: Hardware Supply Agreement

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RISK AND PROPERTY. 7.1 The Supplied Equipment shall be at the risk 9.1 Risk of <Kindly enter Company name> until delivery damage to the Customer at the Site. <Kindly enter Company name> shall off-load the Supplied Equipment at the Customer’s risk. 7.2 Ownership or loss of the Supplied Equipment Goods shall pass to the Customer on at: 9.1.1 in the later case of completion Goods to be delivered at the Supplier's premises, the time when the Supplier notifies the Customer that the Goods are available for collection; 9.1.2 in the case of Goods to be delivered otherwise than at the Supplier's premises, the time of delivery (including without limitation off-loading)or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Supplier has tendered delivery of the Goods; or 9.1.3 in the case of goods being installed by the Supplier, the time that the Supplier notifies the Customer that the installation is complete. 9.2 Notwithstanding delivery and the passing of risk in the Goods, or when <Kindly enter Company name> any other provision of this Agreement, legal and beneficial title of the Goods shall not pass to the Customer until the Supplier has received in full in cash or cleared funds payment in full of the Purchase Price and all other sums which are or which become due to <Kindly enter Company name> from price of the Customer on any accountGoods. 7.3 9.3 Until ownership of payment has been made to the Supplied Equipment Supplier in accordance with this Agreement and title in the Goods has passed to the Customer under condition 7.2Customer, the Customer shall:shall be in possession of the Goods as bailee for the Supplier and the Customer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Supplier and shall insure the Goods against all reasonable risks. 9.4 In the event that the Customer sells or transfers the Goods to a third party before legal and beneficial title has passed to him under this Agreement, the proceeds of the sub‐sale or transfer (aor such proportion as is due to the Supplier) hold shall be held by the Supplied Equipment Customer on a fiduciary basis behalf of the Supplier. The Customer shall ensure that such moneys are held separately from, and are in no way mixed with, any other moneys or funds, and that all moneys held on the Supplier’s behalf are identified as <Kindly enter Company name> bailee;such. (b) 9.5 The Supplier may, in accordance with the provisions of the Companies Act 1985, register any charge created by this Agreement. 9.6 The Customer shall not be entitled to sell, transfer, lease, charge, assign pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the Supplier, but if the Customer does so all money owing by the Customer to the Supplier shall (without prejudice to any other right or otherwise deal remedy of the Supplier) forthwith become due and payable. 9.7 The Supplier reserves the right to repossess any Goods in or encumber which the Supplied Equipment; (c) store Supplier retains title without notice. The Customer irrevocably authorises the Supplied Equipment (at no cost Supplier to <Kindly enter Company name>) in satisfactory conditions and separately from all the Customer’s other equipment or that premises during normal business hours for the purpose of a third party, so that it remains readily identifiable as <Kindly enter Company name> property; (d) not destroy, deface or obscure any identifying mark or packaging on or relating repossessing the Goods in which the Supplier retains title and inspecting the Goods to ensure compliance with the Supplied Equipment; and (e) keep the Supplied Equipment insured on <Kindly enter Company name> behalf for its full price against all risks with a reputable insurer to the reasonable satisfaction storage and identification requirements of <Kindly enter Company name>, ensure that <Kindly enter Company name> interest in the Supplied Equipment is noted on the policy, and hold the proceeds of such insurance on trust for <Kindly enter Company name> and not mix them with any other money, nor pay the proceeds into an overdrawn bank accountSub‐clause 9.3. 7.4 If in breach of clause 7.3(b) above the Customer sells the Supplied Equipment then any proceeds of sale in respect thereof and all rights arising under or in respect of said sale shall be held (in the case of the proceeds of sale in a separate account) by the Customer as trustee for <Kindly enter Company name>. 7.5 9.8 The Customer’s right to possession of the Supplied Equipment before ownership has passed to it Goods in which the Supplier maintains legal and beneficial title shall terminate immediately if if: 9.8.1 The Customer commits or permits any material breach of his obligations under this Agreement; 9.8.2 The Customer enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with his creditors; 9.8.3 The Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors; 9.8.4 The Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its directors or by a qualifying floating charge‐holder (as defined in paragraph 14 of Schedule B1 of the circumstances set out in clause 12 arise Insolvency Act 1986), a resolution is passed or if petition presented to any court for the winding up of the Customer encumbers or for the granting of an administration order in any way charges respect of the Supplied EquipmentCustomer, or if any proceedings are commenced relating to the Customer fails to make any payment to <Kindly enter Company name> on the due date. 7.6 The Customer grants <Kindly enter Company name>, its agents and employees an irrevocable licence at any time to enter any premises where the Supplied Equipment is insolvency or may be stored in order to inspect it, or where the Customer’s right to possession has terminated, to remove it. All costs incurred by <Kindly enter Company name> in repossessing the Supplied Equipment shall be borne by possible insolvency of the Customer. 7.7 On termination of the agreement for any reason, <Kindly enter Company name> (but not the Customer’s) rights in this clause 7 shall remain in effect. 7.8 <Kindly enter Company name> may appropriate payments by the Customer to such Supplied Equipment as it thinks fit, notwithstanding any purported appropriation by the Customer to the contrary, and may make such appropriation at any time.`

Appears in 1 contract

Samples: Standard Terms and Conditions for Supply of Goods and Services

RISK AND PROPERTY. 7.1 8.1 The Supplied Equipment shall be at the risk of <Kindly enter the Company name> until delivery to the Customer at the Siteplace of delivery specified in the Company's quotation (or, failing that, in the Customer’s purchase order). <Kindly enter The Company name> shall off-load the Supplied Equipment at the Customer’s 's risk. 7.2 8.2 Ownership of the Supplied Equipment shall pass to the Customer on the later of completion of delivery (including without limitation off-loading), or when <Kindly enter the Company name> has received in full in cleared funds the Purchase Price and all other sums which are or which become due to <Kindly enter Company name> from it in respect of: (a) the Customer on any account. 7.3 Until ownership of the Supplied Equipment has passed to the Customer under condition 7.2, the Customer shall:Equipment; and (a) hold the Supplied Equipment on a fiduciary basis as <Kindly enter Company name> the Company's bailee; (b) not be entitled to sell, transfer, lease, charge, assign by way of security or otherwise deal in or encumber the Supplied Equipment; (c) store the Supplied Equipment (at no cost to <Kindly enter Company name>the Company) in satisfactory conditions and separately from all the Customer’s 's other equipment or that of a third party, so that it remains readily identifiable as <Kindly enter Company name> the Company's property; (dc) not destroy, deface or obscure any identifying mark xxxx or packaging on or relating to the Supplied Equipment; and (ed) keep the Supplied Equipment insured on <Kindly enter Company name> the Company's behalf for its full price against all risks with a reputable insurer to the reasonable satisfaction of <Kindly enter Company name>the Company, ensure that <Kindly enter Company name> the Company's interest in the Supplied Equipment is noted on the policy, and hold the proceeds of such insurance on trust for <Kindly enter the Company name> and not mix them with any other money, nor pay the proceeds into an overdrawn bank account. 7.4 If in breach of clause 7.3(b) above the Customer sells the Supplied Equipment then any proceeds of sale in respect thereof and all rights arising under or in respect of said sale shall be held (in the case of the proceeds of sale in a separate account) by the Customer as trustee for <Kindly enter Company name>. 7.5 8.4 The Customer’s 's right to possession of the Supplied Equipment before ownership has passed to it shall terminate immediately if any of the circumstances set out in clause 12 condition 17 arise or if the Customer encumbers or in any way charges the Supplied Equipment, or if the Customer fails to make any payment to <Kindly enter the Company name> on the due date. 7.6 8.5 The Customer grants <Kindly enter Company name>the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Supplied Equipment is or may be stored in order to inspect it, or where the Customer’s 's right to possession has terminated, to remove it. All costs incurred by <Kindly enter the Company name> in repossessing the Supplied Equipment shall be borne by the Customer. 7.7 8.6 On termination of the agreement Agreement for any reason, <Kindly enter Company name> the Company's (but not the Customer’s's) rights in this clause 7 condition 8 shall remain in full force and effect. 7.8 <Kindly enter Company name> may appropriate payments by the Customer to such Supplied Equipment as it thinks fit, notwithstanding any purported appropriation by the Customer to the contrary, and may make such appropriation at any time.

Appears in 1 contract

Samples: Terms and Conditions of Sale or Resale

RISK AND PROPERTY. 7.1 8.1 The Supplied Equipment risk in the Goods shall be at pass to the Customer upon delivery of the Goods to the Customer or any carrier acting on the Customer’s behalf. If the Seller is unable to despatch the Goods because of the Customer’s acts or omissions or the Customer fails to take delivery of the Goods or fails to collect the Goods from the Seller’s premises on the date specified (as applicable), the risk of <Kindly enter Company name> until delivery in the Goods shall still pass to the Customer at the Site. <Kindly enter Company name> shall off-load time when the Supplied Equipment at Customer should have collected the Customer’s riskGoods or taken delivery. 7.2 Ownership of 8.2 The property in the Supplied Equipment Goods shall not pass to the Customer until the total price of: 8.2.1 the Goods and (if applicable) the Services; and 8.2.2 any other goods and/or services supplied under any contract with the Customer to which these Conditions apply or any other contract between the Seller and the Customer for which payment to the Seller remains due, is paid in full and cleared funds. 8.3 Until such time as the Price for any Goods has been paid in full and cleared funds: 8.3.1 those Goods shall be held by the Customer in fiduciary capacity and stored by the Customer at its premises in such a manner that they are clearly identifiable as the Goods of the Seller and shall be kept separate from other goods whether or not supplied by the Seller; 8.3.2 the Customer shall insure those Goods to the full replacement value of the Goods and shall note the Seller’s interest on the later of completion of delivery (including without limitation off-loading), or when <Kindly enter Company name> has received in full in cleared funds the Purchase Price and all other sums which are or which become due to <Kindly enter Company name> from policy; 8.3.3 the Customer on shall not pledge or charge in any account.other way any of those Goods and, if the Customer breaches this clause 8.3.3, the Price for those Goods shall become immediately due and payable; and 7.3 Until ownership of the Supplied Equipment has passed 8.3.4 those Goods shall be handed over to the Customer under condition 7.2, Seller on demand and the Customer shall: Seller: (ai) hold the Supplied Equipment on a fiduciary basis as <Kindly enter Company name> bailee; (b) not shall be entitled to sell, transfer, lease, charge, assign by way re-take possession of security or otherwise deal in or encumber them without prejudice to any of its other rights against the Supplied Equipment; Customer; and (cii) store the Supplied Equipment (at no cost is hereby granted a licence to <Kindly enter Company name>) in satisfactory conditions and separately from all into the Customer’s other equipment or that of a third party, so that it remains readily identifiable as <Kindly enter Company name> property;premises for such purposes. 8.4 If the Customer sells any Goods prior to paying the Price due in respect thereof in full and cleared funds: (di) not destroy, deface or obscure any identifying mark or packaging on or relating to the Supplied Equipment; and (e) keep the Supplied Equipment insured on <Kindly enter Company name> behalf for its full price against all risks with a reputable insurer to the reasonable satisfaction of <Kindly enter Company name>, ensure that <Kindly enter Company name> interest in the Supplied Equipment is noted on the policy, and Customer shall hold the proceeds of such insurance sale on trust for <Kindly enter Company name> the Seller and not mix them with any other money, nor shall immediately pay the proceeds into an overdrawn bank account. 7.4 If in breach of clause 7.3(b) above the Customer sells the Supplied Equipment then any proceeds of sale in respect thereof and all rights arising under or in respect of said sale shall be held (in the case of the proceeds of sale in into a separate accountbank account for such purposes; and (ii) by the Seller shall be entitled to call upon the Customer as trustee for <Kindly enter Company name>to assign all claims that the Customer may have against the purchaser(s) of those Goods. 7.5 8.5 The Customer’s 's right to possession of the Supplied Equipment before ownership has passed to it Goods shall terminate immediately if if: 8.5.1 the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (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 documents are filed with the court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding- up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or 8.5.2 the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the circumstances set out in clause 12 arise Contract or if any other contract between the Seller and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or 8.5.3 the Customer encumbers or in any way charges any of the Supplied Equipment, or if the Customer fails to make any payment to <Kindly enter Company name> on the due dateGoods. 7.6 8.6 The Customer grants <Kindly enter Company name>, its agents and employees an irrevocable licence at Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any time of the Goods has not passed from the Seller. 8.7 Where the Seller is unable to enter determine whether any premises where Goods are the Supplied Equipment is or may be stored goods in order to inspect it, or where respect of which the Customer’s 's right to possession has terminated, to remove it. All costs incurred by <Kindly enter Company name> in repossessing the Supplied Equipment Customer shall be borne deemed to have sold all goods of the kind sold by the Seller to the Customer in the order in which they were invoiced to the Customer. 7.7 8.8 On termination of the agreement for any reasonContract, <Kindly enter Company name> howsoever caused, the Seller's (but not the Customer’s's) rights contained in this clause 7 Condition 8 shall remain in effect. 7.8 <Kindly enter Company name> may appropriate payments by the Customer to such Supplied Equipment as it thinks fit, notwithstanding any purported appropriation by the Customer to the contrary, and may make such appropriation at any time.

Appears in 1 contract

Samples: Terms and Conditions

RISK AND PROPERTY. 7.1 The Supplied Equipment shall be at the risk 8.1 Risk of <Kindly enter Company name> until delivery damage to the Customer at the Site. <Kindly enter Company name> shall off-load the Supplied Equipment at the Customer’s risk. 7.2 Ownership or loss of the Supplied Equipment Products shall pass to the Customer on Buyer: 8.1.1 in the later case of completion Products to be delivered at the Supplier’s premises, at the time when the Supplier notifies the Buyer that the Products are available for collection; or 8.1.2 in the case of Products to be delivered otherwise than at the Supplier’s premises, at the time of delivery (including without limitation off-loading)or, if the Buyer wrongfully fails to take delivery of the Products, the time when the Supplier has tendered delivery of the Products; 8.2 Notwithstanding delivery and the passing of risk in the Products, or when <Kindly enter Company name> any other provision of these Conditions, the property in the Products shall not pass to the Buyer until the Supplier has received in full in cash or cleared funds payment in full of the Purchase Price price of the Products and payment in full of all other sums which are or which become due to <Kindly enter Company name> from the Customer on Buyer to the Supplier whether under the Contract or by virtue of any accountother liability of the Buyer to the Supplier. 7.3 8.3 Until ownership such time as the property in the Products passes to the Buyer, the Buyer shall hold the Products as the Supplier’s fiduciary agent and bailee and shall keep the Products separate from those of the Supplied Equipment has passed to Buyer and third parties and properly stored protected and insured and identified as the Customer under condition 7.2, Supplier’s property. Until that time the Customer shall: (a) hold the Supplied Equipment on a fiduciary basis as <Kindly enter Company name> bailee; (b) not Buyer shall be entitled to sellresell or use the Products in the ordinary course of its business, transfer, lease, charge, assign by way of security or otherwise deal in or encumber the Supplied Equipment; (c) store the Supplied Equipment (at no cost to <Kindly enter Company name>) in satisfactory conditions and separately from all the Customer’s other equipment or that of a third party, so that it remains readily identifiable as <Kindly enter Company name> property; (d) not destroy, deface or obscure any identifying mark or packaging on or relating but shall account to the Supplied Equipment; and (e) keep the Supplied Equipment insured on <Kindly enter Company name> behalf Supplier for its full price against all risks with a reputable insurer to the reasonable satisfaction of <Kindly enter Company name>, ensure that <Kindly enter Company name> interest in the Supplied Equipment is noted on the policy, and hold the proceeds of such insurance on trust for <Kindly enter Company name> and not mix them with any other money, nor pay the proceeds into an overdrawn bank account. 7.4 If in breach of clause 7.3(b) above the Customer sells the Supplied Equipment then any proceeds of sale in respect thereof and all rights arising under or in respect of said sale shall be held (in the case part of the proceeds of sale or otherwise of the Products, whether tangible or intangible, including insurance proceeds, as is equivalent to the invoice value of the Products and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in a separate accountthe case of tangible proceeds, properly stored, protected and insured 8.4 Until such time as the property in the Products passes to the Buyer (and provided the Products are still in existence and have not been resold) by the Customer as trustee for <Kindly Supplier shall be entitled at any time to require the Buyer to deliver up the Products to the Supplier and, if the Buyer fails to do so forthwith, to enter Company name>upon any premises of the Buyer or any third party where the Products are stored and repossess the Products. 7.5 8.5 The Customer’s right Buyer shall not be entitled to possession of the Supplied Equipment before ownership has passed to it shall terminate immediately if any of the circumstances set out in clause 12 arise or if the Customer encumbers pledge or in any way charges charge by way of security for any indebtedness any of the Supplied Equipment, or Products which remain the property of the Supplier but if the Customer fails Buyer does so all moneys owing by the Buyer to make the Supplier shall (without prejudice to any payment to <Kindly enter Company name> on other right or remedy of the Supplier) become due dateand payable. 7.6 The Customer grants <Kindly enter Company name>8.6 For the avoidance of doubt, its agents and employees an irrevocable licence at nothing contained in this Clause 8 shall entitle the Buyer to return any time to enter any premises where the Supplied Equipment is or may be stored in order to inspect it, or where the Customer’s right to possession has terminated, to remove it. All costs incurred by <Kindly enter Company name> in repossessing the Supplied Equipment shall be borne by the Customer. 7.7 On termination of the agreement for any reason, <Kindly enter Company name> (but not the Customer’s) rights in this clause 7 shall remain in effect. 7.8 <Kindly enter Company name> may appropriate payments by the Customer to such Supplied Equipment as it thinks fit, notwithstanding any purported appropriation by the Customer Products to the contrary, Supplier save as expressly provided in these terms and may make such appropriation at any timeconditions or as expressly agreed in writing between the Supplier and the Buyer.

Appears in 1 contract

Samples: Supply Agreement

RISK AND PROPERTY. 7.1 a. The Supplied Equipment Goods shall be at remain the risk of <Kindly enter Company name> until delivery to the Customer at the Site. <Kindly enter Company name> shall off-load the Supplied Equipment at the Customer’s risk. 7.2 Ownership property of the Supplied Equipment shall pass to Company until their full Price has been received by the Customer on the later of completion of delivery (including without limitation off-loading), or when <Kindly enter Company name> has received in full in cleared funds the Purchase Price and all other sums which are or which become due to <Kindly enter Company name> from the Customer Purchaser on any accountaccount with the Company have been received by the Company. 7.3 Until ownership b. Risk of damage to or loss of the Supplied Equipment has passed Goods will pass to the Customer under condition 7.2, Purchaser on Delivery. c. Until title to the Customer shallGoods passes to the Purchaser the Purchaser must: (ai) hold store them at its own cost on its premises separately from any other goods and in a manner which makes them readily identifiable as the Supplied Equipment on a fiduciary basis as <Kindly enter Company name> baileeGoods of the Company; (b) not be entitled to sell, transfer, lease, charge, assign by way of security or otherwise deal in or encumber the Supplied Equipment; (c) store the Supplied Equipment (at no cost to <Kindly enter Company name>) in satisfactory conditions and separately from all the Customer’s other equipment or that of a third party, so that it remains readily identifiable as <Kindly enter Company name> property; (dii) not destroy, deface or obscure any identifying mark or packaging of the Goods; (iii) maintain the Goods in a satisfactory condition insured on or relating to the Supplied EquipmentCompany’s behalf for their full Price against all risks; and (eiv) keep the Supplied Equipment insured on <Kindly enter Company name> behalf for its full price against all risks with a reputable insurer to the reasonable satisfaction of <Kindly enter Company name>, ensure that <Kindly enter Company name> interest in the Supplied Equipment is noted on the policy, and hold the proceeds of such insurance referred to in clause 5c(v)(iii) on trust for <Kindly enter the Company name> and not mix them with any other money, nor pay the proceeds into an overdrawn bank account. 7.4 If in breach of (v) allow access to count and verify Goods pertain to clause 7.3(b) above the Customer sells the Supplied Equipment then any proceeds of sale in respect thereof and all rights arising under or in respect of said sale shall be held (in the case of the proceeds of sale in a separate account) by the Customer as trustee for <Kindly enter Company name>5d. 7.5 The CustomerPurchaser’s right to possession possession, use and resale of the Supplied Equipment Goods will terminate immediately if, before ownership has passed to it shall terminate immediately if any of the circumstances set out in clause 12 arise Goods passes to the Purchaser: i. the Purchaser becomes (or if threatens to become) insolvent; iii. the Customer Purchaser fails to pay any sum due to the Company under the Agreement on or before the due date; iv. the Purchaser encumbers or in any way charges any of the Supplied Equipment, Goods; or v. the Agreement expires or if the Customer fails to make terminates for any payment to <Kindly enter Company name> on the due datereason. 7.6 d. If the Purchaser’s right to possession, use and resale of the Goods terminates in accordance with clause 5e, the Company will be entitled to issue the Purchaser with a credit note for all or any part of the Price of the Goods together with the value added tax thereon. e. The Customer grants <Kindly enter Company name>may, its agents and employees an irrevocable licence at so as to discharge any time overdue payment under the Agreement recover or resell the Goods. f. The Company shall be entitled without notice to enter any the Purchaser’s premises or such other premises where the Supplied Equipment is or may be stored in order to inspect itGoods are stored. g. If the Goods are sold by the Purchaser before payment for them has been made, or where the Customer’s right to possession has terminated, to remove it. All costs incurred by <Kindly enter Company name> in repossessing the Supplied Equipment any such sale shall be borne by a sale of the CustomerCompany’s property on the Purchaser’s own behalf and the Purchaser deals as principal when making such a sale. 7.7 On termination h. For all export sales, the Purchaser must promptly provide Company with satisfactory details and documentary evidence detailing the proposed export of the agreement for any reason, <Kindly enter Company name> (but not the Customer’s) rights in this clause 7 shall remain in effectsuch sale. 7.8 <Kindly enter Company name> may appropriate payments by the Customer to such Supplied Equipment as it thinks fit, notwithstanding any purported appropriation by the Customer to the contrary, and may make such appropriation at any time.

Appears in 1 contract

Samples: Trading Agreement

RISK AND PROPERTY. 7.1 (a) The Supplied Equipment shall be at the risk of <Kindly enter Company name> until delivery loss or damage to the Customer at the Site. <Kindly enter Company name> shall off-load the Supplied Equipment at the Customer’s risk. 7.2 Ownership of the Supplied Equipment shall goods will pass to the Customer on delivery or dispatch pursuant to Clause 9. (b) Property in and ownership of the later of completion of delivery (including without limitation off-loading), or when <Kindly enter Company name> has received goods will not pass from the Supplier to the Customer until payment in full in cleared funds of the Purchase Price purchase price of the goods and all other sums which are or which become due moneys owing to <Kindly enter Company name> from the Supplier by the Customer on any account. 7.3 (c) Until property and ownership passes to the Customer: (i) the Customer must insure the goods on its own behalf and on behalf of the Supplied Equipment has passed Supplier; (ii) the Customer holds the goods as fiduciary bailee and agent for the Supplier; (iii) if the Customer alters the goods by subjecting them to any manufacturing or other process, or mixes the goods with other products or items so that the goods are no longer separately identifiable, then the Customer holds such part of the proceeds of such manufacturing or other process as relates to the goods in trust for the Supplier. Such part shall be deemed to equal in dollar terms the amount owing by the Customer under condition 7.2to the Supplier and at the time of payment of such proceeds to the Supplier the Customer’s obligation to pay the amount owed for the goods will be discharged; (iv) the goods must be stored separately from goods on the Customer’s premises not supplied by the Supplier and in a manner to enable them to be identified and cross-referenced to the Supplier’s invoices; (v) the Supplier, its employees and agents, are entitled to enter the Customer’s premises at any time upon giving written notice to inspect the goods; (vi) unless otherwise notified in writing by the Supplier and subject to paragraph (f), the Customer shallis authorised to sell the goods in the ordinary course of the Customer’s business; and (vii) if the goods are resold, or products using the goods are manufactured and resold by the Customer, the Customer holds all of the book debts owed in respect of such sales and proceeds of such sales in trust for the Supplier. Such part of the book debts and proceeds shall be deemed to equal in dollar terms the amount owed by the Customer to the Supplier at the time of receipt of such book debts and proceeds. (d) If payment for the goods is not made by the Customer to the Supplier within 30 days after the due date specified in the relevant invoice, the Customer must deliver the goods to the Supplier on demand. If the Customer does not comply with such a demand, the Supplier, its employees or agents, are entitled: (i) to enter the Customer’s premises at any time and to do all things necessary in order to take possession of the goods and the Customer; (a) hold must procure the Supplied Equipment on a fiduciary basis as <Kindly enter Company name> bailee;consent of all other persons having any interest in the premises where the goods are situated to entry onto these premises by the Supplier, its employees or agents; and (b) not it indemnifies the Supplier against any claim, loss, liability, cost and expense that may be entitled to sellincurred or sustained by the Supplier, transferits employees or agents, lease, charge, assign by way as a result of security or otherwise deal in or encumber the Supplied Equipment; (c) store entry of those premises where the Supplied Equipment (at no cost to <Kindly enter Company name>) in satisfactory conditions and separately from all the Customer’s other equipment or that of a third party, so that it remains readily identifiable as <Kindly enter Company name> property; (d) not destroy, deface or obscure any identifying mark or packaging on or relating to the Supplied Equipmentgoods are situated; and (eii) keep with or without taking possession of the Supplied Equipment insured on <Kindly enter Company name> behalf for its full price against all risks goods, to sell them or otherwise deal with a reputable insurer them as the Supplier sees fit. The Customer must pay to the reasonable satisfaction of <Kindly enter Company name>, ensure that <Kindly enter Company name> interest in Supplier all costs and expenses incurred by the Supplied Equipment is noted Supplier (including legal costs calculated on the policy, a Solicitor Client basis and hold the proceeds of such insurance on trust for <Kindly enter Company name> and not mix them with any other money, nor pay the proceeds into an overdrawn bank account. 7.4 If in breach of clause 7.3(bmercantile agent’s costs) above the Customer sells the Supplied Equipment then any proceeds of sale in respect thereof and all rights arising under or in respect of said sale shall be held (in any enforcement of these Terms, or recovery or attempted recovery of either or both the case of the proceeds of sale in a separate account) money owing by the Customer as trustee for <Kindly enter Company name>to the Supplier or possession of the goods. 7.5 (e) The Customer acknowledges that the goods are not intended to become affixed to any premises and must ensure that the goods may be removed from those premises without causing damage of any kind to the premises. (f) The Customer’s right to possession of hold and sell the Supplied Equipment before ownership has passed to it shall terminate goods immediately ceases if any of the circumstances set out events described in clause 12 arise Clause 18 occur. In any such case, and without the need for notice or if demand by the Supplier, the Customer encumbers acknowledges that any sale or purported sale of the goods is not in any way charges the Supplied Equipment, or if the Customer fails to make any payment to <Kindly enter Company name> on the due date. 7.6 The Customer grants <Kindly enter Company name>, its agents and employees an irrevocable licence at any time to enter any premises where the Supplied Equipment is or may be stored in order to inspect it, or where ordinary course of the Customer’s right to possession has terminatedbusiness and the proceeds of any goods sold in such circumstances are, to remove it. All costs incurred the extent of the money owing, be held on trust for the Supplier by <Kindly enter Company name> in repossessing the Supplied Equipment shall administrator, controller, liquidator, trustee or similar officer, as the case may be borne or if there is no such officer, by the Customer. 7.7 On termination (g) Any provision of this Clause 14, which is prohibited or unenforceable in any jurisdiction, is ineffective as to that jurisdiction to the extent of the agreement for prohibition or unenforceability. That does not invalidate the remaining provisions of this Clause14 nor affect the validity or enforceability of that provision in any reason, <Kindly enter Company name> (but not the Customer’s) rights in this clause 7 shall remain in effectother jurisdiction. 7.8 <Kindly enter Company name> may appropriate payments by the Customer to such Supplied Equipment as it thinks fit, notwithstanding any purported appropriation by the Customer to the contrary, and may make such appropriation at any time.

Appears in 1 contract

Samples: Standard Terms and Conditions

RISK AND PROPERTY. 7.1 The Supplied Equipment shall be at the risk Risk of <Kindly enter Company name> until delivery damage to the Customer at the Site. <Kindly enter Company name> shall off-load the Supplied Equipment at the Customer’s risk. 7.2 Ownership or loss of the Supplied Equipment PRODUCTS shall pass to the Customer on CUSTOMER at the later point of: (a) BRITANNIC notifying the CUSTOMER that the PRODUCTS are available for collection; or (b) in the case of completion PRODUCTS to be delivered or installed otherwise than at BRITANNIC’s premises: (i) at the time of such delivery or installation; or (including without limitation off-loading)ii) if the CUSTOMER fails to allow delivery or installation in accordance with these CONDITIONS, then at the time when BRITANNIC has attempted such delivery or when <Kindly enter Company name> installation. 7.2 Notwithstanding delivery or installation and the passing of risk in the PRODUCTS or any other provision of these CONDITIONS, property in the PRODUCTS shall not pass to the CUSTOMER until BRITANNIC has received in cash or clear funds payment in full in cleared funds of the Purchase Price price of the PRODUCTS and all other sums PRODUCTS and SERVICES agreed to be supplied by BRITANNIC to the CUSTOMER under any Contract for which are or which become due to <Kindly enter Company name> from the Customer on any accountpayment is then due. 7.3 Until ownership Without prejudice to the generality of Clause 7.2, in the event that BRITANNIC allows the CUSTOMER credit terms or terms upon which the CUSTOMER can pay the price by instalments, property in the PRODUCTS shall not pass to the CUSTOMER until the final instalment of the Supplied Equipment purchase price has passed been made to BRITANNIC. 7.4 Until property in PRODUCTS passes from BRITANNIC to the Customer under condition 7.2, the Customer shall: CUSTOMER: (a) the CUSTOMER shall hold the Supplied Equipment on a PRODUCTS as BRITANNIC’s fiduciary basis agent and bailee and shall keep the PRODUCTS separate from those of the CUSTOMER and third parties and properly stored, protected and insured and identified as <Kindly enter Company name> bailee;BRITANNIC’s property. (b) BRITANNIC shall be entitled at any time to require the CUSTOMER to deliver up the PRODUCTS to BRITANNIC and, if the CUSTOMER fails to do forthwith, to enter upon any premises of the CUSTOMER or any third party where the PRODUCTS are stored and repossess the PRODUCTS; and (c) the CUSTOMER shall not to be entitled to sell, transfer, lease, charge, assign by way of security or otherwise deal in or encumber the Supplied Equipment; (c) store the Supplied Equipment (at no cost to <Kindly enter Company name>) in satisfactory conditions and separately from all the Customer’s other equipment or that of a third party, so that it remains readily identifiable as <Kindly enter Company name> property; (d) not destroy, deface or obscure any identifying mark or packaging on or relating to the Supplied Equipment; and (e) keep the Supplied Equipment insured on <Kindly enter Company name> behalf for its full price against all risks with a reputable insurer to the reasonable satisfaction of <Kindly enter Company name>, ensure that <Kindly enter Company name> interest in the Supplied Equipment is noted on the policy, and hold the proceeds of such insurance on trust for <Kindly enter Company name> and not mix them with any other money, nor pay the proceeds into an overdrawn bank account. 7.4 If in breach of clause 7.3(b) above the Customer sells the Supplied Equipment then any proceeds of sale in respect thereof and all rights arising under or in respect of said sale shall be held (in the case of the proceeds of sale in a separate account) by the Customer as trustee for <Kindly enter Company name>. 7.5 The Customer’s right to possession of the Supplied Equipment before ownership has passed to it shall terminate immediately if any of the circumstances set out in clause 12 arise or if the Customer encumbers pledge or in any way charges charge by the Supplied Equipmentway of security for any indebtedness any of the PRODUCTS. However, or if the Customer fails CUSTOMER purports to make any payment to <Kindly enter Company name> on the due date. 7.6 The Customer grants <Kindly enter Company name>do so in breach of these CONDITIONS, its agents and employees an irrevocable licence at any time to enter any premises where the Supplied Equipment is or may be stored in order to inspect it, or where the Customer’s right to possession has terminated, to remove it. All costs incurred by <Kindly enter Company name> in repossessing the Supplied Equipment shall be borne all monies owing by the CustomerCUSTOMER to BRITANNIC under any Contract shall (without prejudice to any other right or remedy of BRITANNIC) forthwith become due and payable. 7.7 On termination of the agreement for any reason, <Kindly enter Company name> (but not the Customer’s) rights in this clause 7 shall remain in effect. 7.8 <Kindly enter Company name> may appropriate payments by the Customer to such Supplied Equipment as it thinks fit, notwithstanding any purported appropriation by the Customer to the contrary, and may make such appropriation at any time.

Appears in 1 contract

Samples: General Terms and Conditions

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RISK AND PROPERTY. 7.1 The Supplied Equipment Risk of loss or damage or deterioration to the Goods shall be at the risk of <Kindly enter Company name> until delivery pass to the Customer at the Site. <Kindly enter Company name> shall off-load the Supplied Equipment Company’s premises, at the Customer’s risktime of delivery or, if the Customer wrongfully fails to confirm the project content, the time when the Company has tendered delivery of the Goods. 7.2 Ownership Notwithstanding delivery and the passing of risk in the Supplied Equipment Goods, or any other provision of these Terms, the property in the Goods shall not pass to the Customer on until the later of completion of delivery (including without limitation off-loading), or when <Kindly enter Company name> has received in full in cash or cleared funds payment in full of the Purchase Price price of the Goods and all other sums which are or which become due goods agreed to <Kindly enter be sold by the Company name> from to the Customer on any accountfor which payment is then due. 7.3 Until ownership of such time as the Supplied Equipment has passed property in the Goods passes to the Customer under condition 7.2(and provided the Goods are still in existence and have not been resold), the Company may at any time require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so forthwith, enter on any premises of the Customer or any third party where the Goods are stored and repossess the Goods. 7.4 Until such time as the property in the Goods passes to the Customer, the Customer shall: (a) shall hold the Supplied Equipment on a Goods as the Company’s fiduciary basis 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 <Kindly enter the Company’s property; but the Customer may resell or use the Goods in the ordinary course of its business. 7.5 The Customer shall only be at liberty to sell the Goods purchased from the Company name> bailee; (b) not be entitled to sell, transfer, lease, charge, assign by way of security or otherwise deal in or encumber the Supplied Equipment; (c) store the Supplied Equipment (at no cost to <Kindly enter Company name>) in satisfactory conditions and separately from all the Customer’s other equipment or that of a third party, so that it remains readily identifiable as <Kindly enter Company name> property; (d) not destroy, deface or obscure any identifying mark or packaging on or relating prior to the Supplied Equipment; and (e) keep the Supplied Equipment insured on <Kindly enter Company name> behalf for its full price against all risks with a reputable insurer to the reasonable satisfaction passing of <Kindly enter Company name>, ensure that <Kindly enter Company name> interest in the Supplied Equipment is noted title on the policy, and understanding that the Customer will hold the proceeds of such insurance on trust for <Kindly enter the Company name> and not mix them with any other money, nor pay the proceeds into an overdrawn bank account. 7.4 If in breach of clause 7.3(b) above the Customer sells the Supplied Equipment then any proceeds of sale in respect thereof and all rights arising under or in respect of said sale shall be held (in the case so much of the proceeds of sale in a separate account) received by the Customer as trustee for <Kindly enter Company name>. 7.5 The Customer’s right to possession of the Supplied Equipment before ownership has passed to it shall terminate immediately if under contracts which include all or any of the circumstances set out Goods either in clause 12 arise their original or if altered states as are necessary to discharge payment in full to the Customer encumbers or in any way charges the Supplied Equipment, or if the Customer fails to make any payment to <Kindly enter Company name> on the due dateCompany. 7.6 The Customer grants <Kindly enter Company name>, its agents and employees an irrevocable licence at shall not be entitled to pledge or in any time to enter way charge by way of security for any premises where the Supplied Equipment is or may be stored in order to inspect it, or where the Customer’s right to possession has terminated, to remove it. All costs incurred by <Kindly enter Company name> in repossessing the Supplied Equipment shall be borne by the Customer. 7.7 On termination indebtedness any of the agreement for any reasonGoods which remain the property of the Company, <Kindly enter Company name> (but not the Customer’s) rights in this clause 7 shall remain in effect. 7.8 <Kindly enter Company name> may appropriate payments by if the Customer to such Supplied Equipment as it thinks fit, notwithstanding any purported appropriation does so all monies owing by the Customer to the contrary, Company shall (without limiting any other right or remedy of the Company) forthwith become due and may make such appropriation at any timepayable.

Appears in 1 contract

Samples: Terms and Conditions of Business

RISK AND PROPERTY. 7.1 The Supplied Equipment Goods shall be at the risk of <Kindly enter Company name> until delivery to the Customer at the Site. <Kindly enter Company name> shall off-load the Supplied Equipment at the Customer’s riskrisk from delivery. 7.2 Ownership of Despite delivery having been made, property in the Supplied Equipment Goods shall not pass to the Customer on the later of completion of delivery (including without limitation off-loading), or when <Kindly enter Company name> has received in full in cleared funds the Purchase Price and all other sums which are or which become due to <Kindly enter Company name> from the Customer on any account. 7.3 Until ownership of the Supplied Equipment has passed to the Customer under condition 7.2, the Customer shallSupplier until: (a) the Customer has paid the cost of the Goods plus VAT in full; and (b) no other sums whatever shall be due from the Customer to the Supplier. 7.3 Until property in the Goods passes to the Customer in accordance with this clause, the Customer shall hold the Supplied Equipment Goods on a fiduciary basis as <Kindly enter Company name> bailee; (b) not be entitled to sell, transfer, lease, charge, assign by way of security or otherwise deal in or encumber bailee for the Supplied Equipment; (c) Supplier. The Customer shall store the Supplied Equipment Goods (at no cost to <Kindly enter Company name>the Supplier) in satisfactory conditions and separately from all other goods in its possession and marked in such a way that they are clearly identified as the Supplier’s property. 7.4 Notwithstanding that the Goods remain the property of the Supplier, the Customer may use the Goods in the ordinary course of the Customer’s business. Until property in the Goods passes from the Supplier the entire proceeds of sale or any other equipment dealing in or of the Goods shall be held in trust for the Supplier and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Supplier’s money. 7.5 The Supplier shall be entitled to recover the costs of the Goods (plus VAT) notwithstanding that property in any of a third partythe Goods has not passed from the Supplier. 7.6 Until such time as property in the Goods passes from the Supplier, so that it remains readily identifiable the Customer shall, upon request deliver up such of the Goods as <Kindly enter Company name> property; (d) have not destroy, deface ceased to be in existence or obscure any identifying mark or packaging on or relating resold to the Supplied Equipment; andSupplier. If the Customer fails to do so, the Supplier may enter upon any premises owned, occupied, or controlled by the Customer where the Goods are situated and repossess the Goods. On the making of such a request, the rights of the Customer under clause 7.4 shall cease. (e) 7.7 The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Supplier. Without prejudice to the other rights of the Supplier, if the Customer does so, all sums whatever owing by the Customer to the Supplier shall forthwith become due and payable. 7.8 The Customer shall insure and keep insured the Supplied Equipment insured on <Kindly enter Company name> behalf for its Goods to the full price against all risks with a reputable insurer risks’ to the reasonable satisfaction of <Kindly enter Company name>, ensure the Supplier until the date that <Kindly enter Company name> interest property in the Supplied Equipment is noted on Goods passes from the policy, Supplier and hold shall whenever requested by the proceeds of such insurance on trust for <Kindly enter Company name> and not mix them with any other money, nor pay the proceeds into an overdrawn bank account. 7.4 If in breach of clause 7.3(b) above the Customer sells the Supplied Equipment then any proceeds of sale in respect thereof and all rights arising under or in respect of said sale shall be held (in the case Supplier produce a copy of the proceeds policy of sale in a separate account) by insurance. Without prejudice to the Customer as trustee for <Kindly enter Company name>. 7.5 The Customer’s right to possession other rights of the Supplied Equipment before ownership has passed to it shall terminate immediately if any of the circumstances set out in clause 12 arise or if the Customer encumbers or in any way charges the Supplied Equipment, or Supplier if the Customer fails to make any payment to <Kindly enter Company name> on the due date. 7.6 The Customer grants <Kindly enter Company name>do so, its agents and employees an irrevocable licence at any time to enter any premises where the Supplied Equipment is or may be stored in order to inspect it, or where the Customer’s right to possession has terminated, to remove it. All costs incurred by <Kindly enter Company name> in repossessing the Supplied Equipment shall be borne by the Customer. 7.7 On termination of the agreement for any reason, <Kindly enter Company name> (but not the Customer’s) rights in this clause 7 shall remain in effect. 7.8 <Kindly enter Company name> may appropriate payments by the Customer to such Supplied Equipment as it thinks fit, notwithstanding any purported appropriation all sums whatever owing by the Customer to the contrary, Supplier shall forthwith become due and may make such appropriation at any timepayable.

Appears in 1 contract

Samples: Terms and Conditions for the Sale of Goods

RISK AND PROPERTY. 7.1 The Supplied Equipment shall be at the risk 8.1 Risk of <Kindly enter Company name> until delivery damage to the Customer at the Site. <Kindly enter Company name> shall off-load the Supplied Equipment at the Customer’s risk. 7.2 Ownership or loss of the Supplied Equipment Goods shall pass to the Customer on the later of completion of delivery (including without limitation off-loading), or when <Kindly enter Company name> has received in full in cleared funds the Purchase Price and all other sums which are or which become due to <Kindly enter Company name> from the Customer on any account. 7.3 Until ownership of the Supplied Equipment has passed to the Customer under condition 7.2, the Customer shallClient: (a) hold the Supplied Equipment on a fiduciary basis as <Kindly enter Company name> bailee; (b) not be entitled to sell, transfer, lease, charge, assign by way of security or otherwise deal in or encumber the Supplied Equipment; (c) store the Supplied Equipment (at no cost to <Kindly enter Company name>) in satisfactory conditions and separately from all the Customer’s other equipment or that of a third party, so that it remains readily identifiable as <Kindly enter Company name> property; (d) not destroy, deface or obscure any identifying mark or packaging on or relating to the Supplied Equipment; and (e) keep the Supplied Equipment insured on <Kindly enter Company name> behalf for its full price against all risks with a reputable insurer to the reasonable satisfaction of <Kindly enter Company name>, ensure that <Kindly enter Company name> interest in the Supplied Equipment is noted on the policy, and hold the proceeds of such insurance on trust for <Kindly enter Company name> and not mix them with any other money, nor pay the proceeds into an overdrawn bank account. 7.4 If in breach of clause 7.3(b) above the Customer sells the Supplied Equipment then any proceeds of sale in respect thereof and all rights arising under or in respect of said sale shall be held (8.1.1 in the case of the proceeds Goods to be delivered at Canvas and Tent ‘s premises, at the time when Canvas and Tent notifies the Client that the Goods is available for collection; or 8.1.2 in the case of sale the Goods to be delivered otherwise than at Canvas and Tent’s premises, at the time of delivery or, if the Client wrongfully fails to take delivery of the Goods, the time when Canvas and Tent has tendered delivery of the Goods, unless the Client is a consumer, as defined in a separate account) by the Customer as trustee for <Kindly enter Company name>CPA, then the provisions of the CPA shall apply. 7.5 The Customer’s right 8.2 Notwithstanding delivery and the passing of risk for the Goods, or any other provision of this Agreement, the property rights in the Goods shall not pass to possession the Client until Canvas and Tent has received in cash or cleared funds payment in full of the Supplied Equipment before ownership has passed Price and all other goods agreed to it be sold by Canvas and Tent to the Client for which payment is then due. 8.3 Until such time as the property rights in the Goods passes to the Client, the Client shall terminate immediately if any hold the Goods separate from the property of the circumstances set out Client and Third Parties and properly stored, protected and insured and identified as Canvas and Tent’s property. 8.4 Until such time as the property rights in clause 12 arise or the Goods passes to the Client, Canvas and Tent shall be entitled at any time to require the Client to deliver up the Goods to Canvas and Tent and, if the Customer encumbers Client fails to do so forthwith, to enter upon any premises of the Client or any Third Party where the Goods are stored and repossess the Goods. 8.5 The Client shall not be entitled to pledge or in any way charges charge by way of security for any indebtedness the Supplied EquipmentGoods which remain the property of Canvas and Tent, or but if the Customer fails to make any payment to <Kindly enter Company name> on the due date. 7.6 The Customer grants <Kindly enter Company name>, its agents and employees an irrevocable licence at any time to enter any premises where the Supplied Equipment is or may be stored in order to inspect it, or where the Customer’s right to possession has terminated, to remove it. All costs incurred by <Kindly enter Company name> in repossessing the Supplied Equipment shall be borne Client does so all moneys owing by the CustomerClient to Canvas and Tent shall (without prejudice to any other right or remedy of Canvas and Tent) forthwith become due and payable. 7.7 On termination of the agreement for any reason, <Kindly enter Company name> (but not the Customer’s) rights in this clause 7 shall remain in effect. 7.8 <Kindly enter Company name> may appropriate payments by the Customer to such Supplied Equipment as it thinks fit, notwithstanding any purported appropriation by the Customer to the contrary, and may make such appropriation at any time.

Appears in 1 contract

Samples: Purchase and Maintenance Agreement

RISK AND PROPERTY. 7.1 The Supplied Equipment a) Risk of damage to or loss of the Goods shall pass to the Customer: (i) in the case of Goods to be provided at Xxxxxxxxx's premises, at the time when Xxxxxxxxx notifies the Customer that the Goods are available for collection; or (ii) in the case of Goods to be delivered otherwise than at Sartorius’s premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when Xxxxxxxxx has tendered delivery of the Goods. b) Notwithstanding delivery and the passing of risk in the Goods, or any other provision of <Kindly enter Company name> until delivery these GTC, the property in the Goods shall not pass to the Customer at until Sartorius has received in cash or cleared funds payment in full of the Site. <Kindly enter Company name> Price of the Goods. c) Until such time as the property in the Goods passes to the Customer, the Customer shall off-load hold the Supplied Equipment at Goods as Xxxxxxxxx's 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 Xxxxxxxxx's property and take all reasonable care of the Goods and keep them in the condition in which they were delivered and inform Xxxxxxxxx immediately if it becomes subject to any insolvency type event and permit, upon reasonable notice, Xxxxxxxxx to inspect the Goods during the Customer’s risk. 7.2 Ownership normal business hours and provide Sartorius with such information concerning the Goods as Xxxxxxxxx may request from time to time. Until such time as the Customer becomes aware or ought reasonably to have become aware that an insolvency type event has occurred or is likely to occur, the Customer shall be entitled to resell or use the goods in the ordinary course of its business, but shall account to Sartorius for the proceeds of sale or otherwise of the Supplied Equipment Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Customer and third parties and, in the case of tangible proceeds, properly stored, protected and insured. If the Customer resells the Goods in accordance with the foregoing, title shall pass to the Customer on immediately prior to the later of completion of delivery (including without limitation off-loading)resale If, or when <Kindly enter Company name> has received in full in cleared funds at any time before title to the Purchase Price and all other sums which are or which become due to <Kindly enter Company name> from the Customer on any account. 7.3 Until ownership of the Supplied Equipment Goods has passed to the Customer under condition 7.2Customer, the Customer shall: informs Xxxxxxxxx, or Xxxxxxxxx reasonably believes, that the Customer has or is likely to become subject to an insolvency type event, Sartorius may (ai) hold require the Supplied Equipment on a fiduciary basis as <Kindly enter Company name> bailee; (b) not be entitled Customer to sell, transfer, lease, charge, assign by way of security or otherwise deal in or encumber re-deliver the Supplied Equipment; (c) store the Supplied Equipment Goods to Sartorius (at no cost to <Kindly enter Company name>) in satisfactory conditions and separately from all the Customer’s other equipment or that expense of a third party, so that it remains readily identifiable as <Kindly enter Company name> property; (d) not destroy, deface or obscure any identifying mark or packaging on or relating to the Supplied Equipment; and (e) keep the Supplied Equipment insured on <Kindly enter Company name> behalf for its full price against all risks with a reputable insurer to the reasonable satisfaction of <Kindly enter Company name>, ensure that <Kindly enter Company name> interest in the Supplied Equipment is noted on the policy, and hold the proceeds of such insurance on trust for <Kindly enter Company name> and not mix them with any other money, nor pay the proceeds into an overdrawn bank account. 7.4 If in breach of clause 7.3(b) above the Customer sells the Supplied Equipment then any proceeds of sale in respect thereof and all rights arising under or in respect of said sale shall be held if so requested by Xxxxxxxxx); and/or (in the case of the proceeds of sale in a separate accountii) by the Customer as trustee for <Kindly enter Company name>. 7.5 The Customer’s right to possession of the Supplied Equipment before ownership has passed to it shall terminate immediately if any of the circumstances set out in clause 12 arise or if the Customer encumbers or in any way charges the Supplied Equipment, or if the Customer fails to make any payment to <Kindly enter Company name> on the due date. 7.6 The Customer grants <Kindly enter Company name>do so promptly, its agents and employees an irrevocable licence at any time to enter any premises where the Supplied Equipment is Goods are stored and repossess them. d) 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), Xxxxxxxxx shall be entitled at any time to require the Customer to deliver up the Goods to Sartorius and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or may be stored in order to inspect it, or any third party where the Customer’s right to possession has terminated, to remove it. All costs incurred by <Kindly enter Company name> in repossessing Goods are stored and repossess the Supplied Equipment shall be borne by the CustomerGoods. 7.7 On termination e) The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the agreement for any reasonGoods which remain the property of Xxxxxxxxx, <Kindly enter Company name> (but not if the Customer’s) rights in this clause 7 shall remain in effect. 7.8 <Kindly enter Company name> may appropriate payments Customer does so all moneys owing by the Customer to such Supplied Equipment as it thinks fit, notwithstanding Sartorius shall (without prejudice to any purported appropriation by the Customer to the contrary, other right or remedy of Sartorius) forthwith become due and may make such appropriation at any timepayable.

Appears in 1 contract

Samples: Standard Terms and Conditions of Sales of Goods and Services

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