RISK AND PROPERTY. 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 these GTC, the property in the Goods shall not pass to the Customer until Sartorius has received in cash or cleared funds payment in full of the Price of the Goods. c) Until such time as the property in the Goods passes to the Customer, the Customer shall hold the 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 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 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 immediately prior to the resale If, at any time before title to the Goods has passed to the Customer, the Customer informs Xxxxxxxxx, or Xxxxxxxxx reasonably believes, that the Customer has or is likely to become subject to an insolvency type event, Sartorius may (i) require the Customer to re-deliver the Goods to Sartorius (at the expense of the Customer if so requested by Xxxxxxxxx); and/or (ii) if the Customer fails to do so promptly, enter any premises where the 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 any third party where the Goods are stored and repossess the Goods. e) The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Xxxxxxxxx, but if the Customer does so all moneys owing by the Customer to Sartorius shall (without prejudice to any other right or remedy of Sartorius) forthwith become due and payable.
Appears in 1 contract
Samples: Standard Terms and Conditions of Sales of Goods and Services
RISK AND PROPERTY. a) Risk of damage to or loss 13.1 The Equipment shall be at the risk of the Goods shall pass Supplier until delivery to the Customer: (i) Customer at the place of delivery specified in the case Supplier's acknowledgement 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 order.
13.2 Ownership 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 these GTC, the property in the Goods Equipment shall not only pass to the Customer until Sartorius on the later of completion of delivery (including off-loading), or when the Supplier has received in cash or full in cleared funds payment all sums due to it in full respect of:
(a) the Equipment; and
(b) all other sums which are or which become due to the Supplier from the Customer on any account, including any Licence/Subscription Fee payable.
13.3 Until ownership of the Price of the Goods.
c) Until such time as the property in the Goods passes to the Customer, the Customer shall hold the 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 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 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 immediately prior to the resale If, at any time before title to the Goods Equipment has passed to the CustomerCustomer under clause 13.2, the Customer informs Xxxxxxxxxshall:
(a) hold the Equipment on a fiduciary basis as the Supplier's bailee;
(b) store the Equipment (at no cost to the Supplier) 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 the Supplier's property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Equipment; and
(d) keep the Equipment insured on the Supplier's behalf for its full price against all risks with a reputable insurer to the reasonable satisfaction of the Supplier, ensure that the Supplier's interest in the Equipment is noted on the policy, and hold the proceeds of such insurance on trust for the Supplier and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
13.4 The Customer's right to possession of the Equipment before ownership has passed to it shall terminate immediately if any of the circumstances set out in clause 18 arise or if the Customer encumbers or in any way charges the Equipment, or Xxxxxxxxx reasonably believes, that the Customer has or is likely to become subject to an insolvency type event, Sartorius may (i) require the Customer to re-deliver the Goods to Sartorius (at the expense of the Customer if so requested by Xxxxxxxxx); and/or (ii) if the Customer fails to do so promptlymake any payment to the Supplier on the due date.
13.5 The Customer grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are Equipment is or may be stored and repossess themin order to inspect it, or where the Customer's right to possession has terminated, to remove it. All costs incurred by the Supplier in repossessing the Equipment shall be borne by the Customer.
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 13.6 On termination of the Customer or any third party where the Goods are stored and repossess the Goods.
e) The Customer shall not be entitled to pledge or in any way charge by way of security Contract for any indebtedness any of reason, the Goods which Supplier's (but not the Customer's) rights in this clause 13 shall remain the property of Xxxxxxxxx, but if the Customer does so all moneys owing by the Customer to Sartorius shall (without prejudice to any other right or remedy of Sartorius) forthwith become due and payablein effect.
Appears in 1 contract
Samples: Terms of Business
RISK AND PROPERTY. a) Risk of damage to or loss of the Goods 7.1 The Supplied Equipment 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 risk of Goods to be delivered otherwise than at Sartorius’s premises, at the time of <Kindly enter Company name> until 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 these GTC, the property in the Goods shall not pass to the Customer until Sartorius has received in cash or cleared funds payment in full of at the Price of Site. <Kindly enter Company name> shall off-load the Goods.
c) Until such time as the property in the Goods passes to the Customer, the Customer shall hold the 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 Supplied Equipment at the Customer’s 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 risk.
7.2 Ownership of the 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 Supplied Equipment shall pass to the Customer immediately prior 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 resale If, at Customer on any time before title to account.
7.3 Until ownership of the Goods Supplied Equipment has passed to the CustomerCustomer under condition 7.2, the Customer informs Xxxxxxxxxshall:
(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 Xxxxxxxxx reasonably believes, that the Customer has or is likely to become subject to an insolvency type event, Sartorius may (i) require the Customer to re-deliver the Goods to Sartorius (at the expense of the Customer if so requested by Xxxxxxxxx); and/or (ii) if the Customer fails to do so promptlymake 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 Goods are Supplied Equipment is or may be stored and repossess themin 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.
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 7.7 On termination of the Customer or agreement for any third party where reason, <Kindly enter Company name> (but not the Goods are stored and repossess the GoodsCustomer’s) rights in this clause 7 shall remain in effect.
e) The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Xxxxxxxxx, but if the Customer does so all moneys owing 7.8 <Kindly enter Company name> may appropriate payments by the Customer to Sartorius shall (without prejudice such Supplied Equipment as it thinks fit, notwithstanding any purported appropriation by the Customer to the contrary, and may make such appropriation at any other right or remedy of Sartorius) forthwith become due and payabletime.
Appears in 1 contract
Samples: Hardware Supply Agreement
RISK AND PROPERTY. a) Risk of damage to or loss of the Goods 7.1 The Supplied Equipment 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 risk of Goods to be delivered otherwise than at Sartorius’s premises, at the time of ___________________[[Kindly enter Company name]] until 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 these GTC, the property in the Goods shall not pass to the Customer until Sartorius has received in cash or cleared funds payment in full of at the Price of Site. ___________________[[Kindly enter Company name]] shall off-load the Goods.
c) Until such time as the property in the Goods passes to the Customer, the Customer shall hold the 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 Supplied Equipment at the Customer’s 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 risk.
7.2 Ownership of the 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 Supplied Equipment shall pass to the Customer immediately prior 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 resale If, at Customer on any time before title to account.
7.3 Until ownership of the Goods Supplied Equipment has passed to the CustomerCustomer under condition 7.2, the Customer informs Xxxxxxxxxshall:
(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 Xxxxxxxxx reasonably believes, that the Customer has or is likely to become subject to an insolvency type event, Sartorius may (i) require the Customer to re-deliver the Goods to Sartorius (at the expense of the Customer if so requested by Xxxxxxxxx); and/or (ii) if the Customer fails to do so promptlymake 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 Goods are Supplied Equipment is or may be stored and repossess themin 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.
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 7.7 On termination of the Customer or agreement for any third party where reason, ___________________[[Kindly enter Company name]] (but not the Goods are stored and repossess the GoodsCustomer’s) rights in this clause 7 shall remain in effect.
e) The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Xxxxxxxxx, but if the Customer does so all moneys owing 7.8 [[Kindly enter Company name]] may appropriate payments by the Customer to Sartorius shall (without prejudice such Supplied Equipment as it thinks fit, notwithstanding any purported appropriation by the Customer to the contrary, and may make such appropriation at any other right or remedy of Sartorius) forthwith become due and payabletime.
Appears in 1 contract
Samples: Hardware Supply Agreement
RISK AND PROPERTY. a) Risk of damage to or loss 8.1 The Equipment shall be at the risk 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 Company until 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 these GTC, the property in the Goods shall not pass to the Customer until Sartorius has received in cash or cleared funds payment in full at the place of the Price of the Goods.
c) Until such time as the property delivery specified in the Goods passes to the CustomerCompany's quotation (or, the Customer shall hold the Goods as Xxxxxxxxx's fiduciary agent and baileefailing that, 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 normal business hours and provide Sartorius with such information concerning purchase order). The Company shall off-load the Goods as Xxxxxxxxx may request from time to time. Until such time as Equipment at 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 Customer's risk.
8.2 Ownership of the 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 Equipment shall pass to the Customer immediately prior on the later of completion of delivery (including without limitation off-loading), or when the Company has received in full in cleared funds all sums due to it in respect of: (a) the Equipment; and
(a) hold the Equipment on a fiduciary basis as the Company's bailee;
(b) store the Equipment (at no cost to the resale IfCompany) in satisfactory conditions and separately from all the Customer's other equipment or that of a third party, at so that it remains readily identifiable as the Company's property;
(c) not destroy, deface or obscure any time before title identifying xxxx or packaging on or relating to the Goods Equipment; and
(d) keep the Equipment insured on the Company's behalf for its full price against all risks with a reputable insurer to the reasonable satisfaction of the Company, ensure that the Company's interest in the Equipment is noted on the policy, and hold the proceeds of such insurance on trust for the Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
8.4 The Customer's right to possession of the Equipment before ownership has passed to it shall terminate immediately if any of the Customer, circumstances set out in condition 17 arise or if the Customer informs Xxxxxxxxxencumbers or in any way charges the Equipment, or Xxxxxxxxx reasonably believes, that the Customer has or is likely to become subject to an insolvency type event, Sartorius may (i) require the Customer to re-deliver the Goods to Sartorius (at the expense of the Customer if so requested by Xxxxxxxxx); and/or (ii) if the Customer fails to do so promptlymake any payment to the Company on the due date.
8.5 The Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are Equipment is or may be stored and repossess themin order to inspect it, or where the Customer's right to possession has terminated, to remove it. All costs incurred by the Company in repossessing the Equipment shall be borne by the Customer.
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 8.6 On termination of the Customer or any third party where the Goods are stored and repossess the Goods.
e) The Customer shall not be entitled to pledge or in any way charge by way of security Agreement for any indebtedness any of reason, the Goods which Company's (but not the Customer's) rights in this condition 8 shall remain the property of Xxxxxxxxx, but if the Customer does so all moneys owing by the Customer to Sartorius shall (without prejudice to any other right or remedy of Sartorius) forthwith become due in full force and payableeffect.
Appears in 1 contract
RISK AND PROPERTY. a) a. The Goods shall remain the property of the Company until their full Price has been received by the Company and all other sums which are or become due from the Purchaser on any account with the Company have been received by the Company.
b. Risk of damage to or loss of the Goods shall will pass to the Customer: Purchaser on Delivery.
c. Until title to the Goods passes to the Purchaser the Purchaser must:
(i) store them at its own cost on its premises separately from any other goods and in the case of Goods to be provided at Xxxxxxxxx's premises, at the time when Xxxxxxxxx notifies the Customer that a manner which makes them readily identifiable as the Goods are available for collection; or of the Company;
(ii) in the case of Goods to be delivered otherwise than at Sartorius’s premisesnot destroy, at the time of delivery or, if the Customer wrongfully fails to take delivery deface or obscure any identifying mark or packaging of the Goods;
(iii) maintain the Goods in a satisfactory condition insured on the Company’s behalf for their full Price against all risks; and
(iv) hold the proceeds of insurance referred to in clause 5c(v)(iii) on trust for the Company and not mix them with any other money, nor pay the time when Xxxxxxxxx has tendered delivery proceeds into an overdrawn account.
(v) allow access to count and verify Goods pertain to clause 5d.The Purchaser’s right to possession, use and resale of the Goods will terminate immediately if, before ownership of the Goods passes to the Purchaser:
i. the Purchaser becomes (or threatens to become) insolvent;
iii. the 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 Goods; or
v. the Agreement expires or terminates for any reason.
b) Notwithstanding delivery d. If the Purchaser’s right to possession, use and resale of the passing of risk Goods terminates in accordance with clause 5e, the Goods, Company will be entitled to issue the Purchaser with a credit note for all or any other provision of these GTC, the property in the Goods shall not pass to the Customer until Sartorius has received in cash or cleared funds payment in full part of the Price of the Goods together with the value added tax thereon.
e. The Company may, so as to discharge any overdue payment under the Agreement recover or resell the Goods.
c) Until such time as the property in the Goods passes to the Customer, the Customer shall hold the 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 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 f. The Company shall be entitled without notice to resell enter the Purchaser’s premises 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 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 immediately prior to the resale If, at any time before title to the Goods has passed to the Customer, the Customer informs Xxxxxxxxx, or Xxxxxxxxx reasonably believes, that the Customer has or is likely to become subject to an insolvency type event, Sartorius may (i) require the Customer to re-deliver the Goods to Sartorius (at the expense of the Customer if so requested by Xxxxxxxxx); and/or (ii) if the Customer fails to do so promptly, enter any other premises where the Goods are stored and repossess themstored.
d) Until such time as the property in the Goods passes to the Customer (and provided g. If the Goods are still in existence and have not sold by the Purchaser before payment for them has been resold)made, Xxxxxxxxx any such sale 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 a sale of the Customer or any third party where Company’s property on the Goods are stored Purchaser’s own behalf and repossess the GoodsPurchaser deals as principal when making such a sale.
e) The Customer shall not be entitled to pledge or in any way charge by way h. For all export sales, the Purchaser must promptly provide Company with satisfactory details and documentary evidence detailing the proposed export of security for any indebtedness any of the Goods which remain the property of Xxxxxxxxx, but if the Customer does so all moneys owing by the Customer to Sartorius shall (without prejudice to any other right or remedy of Sartorius) forthwith become due and payablesuch sale.
Appears in 1 contract
Samples: Trading Agreement
RISK AND PROPERTY. a) Risk of damage to or loss 7.1 The Equipment shall be at the risk 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 Company until 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 these GTC, the property in the Goods shall not pass to the Customer until Sartorius has received at the place of delivery specified in cash or cleared funds payment in full the Agreement.
7.2 Ownership of the Price of the Goods.
c) Until such time as the property in the Goods passes to the Customer, the Customer shall hold the 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 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 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 Equipment shall pass to the Customer immediately prior on the later of completion of delivery, or when the Company has received in full in cleared funds all sums due to it in respect of the resale If, at any time before title to Equipment.
7.3 Until ownership of the Goods Equipment has passed to the CustomerCustomer under condition 7.2, the Customer informs Xxxxxxxxxshall:
(a) hold the Equipment on a fiduciary basis as the Company's bailee;
(b) store the Equipment (at no cost to the Company) 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 the Company's property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Equipment; and
(d) keep the Equipment insured on the Company's behalf for its full price against all risks with a reputable insurer to the reasonable satisfaction of the Company, ensure that the Company's interest in the Equipment is noted on the policy, and hold the proceeds of such insurance on trust for the Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
7.4 The Customer's right to possession of the Equipment before ownership has passed to it shall terminate immediately if any of the circumstances set out in condition 12.1 arise or if the Customer encumbers or in any way charges the Equipment, or Xxxxxxxxx reasonably believes, that the Customer has or is likely to become subject to an insolvency type event, Sartorius may (i) require the Customer to re-deliver the Goods to Sartorius (at the expense of the Customer if so requested by Xxxxxxxxx); and/or (ii) if the Customer fails to do so promptlymake any payment to the Company on the due date.
7.5 The Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are Equipment is or may be stored and repossess themin order to inspect it, or where the Customer's right to possession has terminated, to remove it. All costs incurred by the Company in repossessing the Equipment shall be borne by the Customer.
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 7.6 On termination of the Customer or any third party where the Goods are stored and repossess the Goods.
e) The Customer shall not be entitled to pledge or in any way charge by way of security Agreement for any indebtedness any of reason, the Goods which Company's (but not the Customer's) rights in this condition 7 shall remain the property of Xxxxxxxxx, but if the Customer does so all moneys owing by the Customer to Sartorius shall (without prejudice to any other right or remedy of Sartorius) forthwith become due and payablein effect.
Appears in 1 contract
RISK AND PROPERTY. a) Risk of damage to or loss of the Goods 7.1 The Supplied Equipment 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 risk of Goods to be delivered otherwise than at Sartorius’s premises, at the time of HSVS until 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 these GTC, the property in the Goods shall not pass to the Customer until Sartorius has received in cash or cleared funds payment in full of at the Price of Site. HSVS shall off-load the Goods.
c) Until such time as the property in the Goods passes to the Customer, the Customer shall hold the 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 Supplied Equipment at the Customer’s 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 risk.
7.2 Ownership of the 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 Supplied Equipment shall pass to the Customer immediately prior on the later of completion of delivery (including without limitation off-loading), or when HSVS has received in full in cleared funds the Purchase Price and all other sums which are or which become due to HSVS from the resale If, at Customer on any time before title to account.
7.3 Until ownership of the Goods Supplied Equipment has passed to the CustomerCustomer under condition 7.2, the Customer informs Xxxxxxxxxshall:
(a) hold the Supplied Equipment on a fiduciary basis as HSVS’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 HSVS) 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 HSVS’s property;
(d) not destroy, deface or obscure any identifying xxxx or packaging on or relating to the Supplied Equipment; and
(e) keep the Supplied Equipment insured on HSVS’s behalf for its full price against all risks with a reputable insurer to the reasonable satisfaction of HSVS, ensure that HSVS’s interest in the Supplied Equipment is noted on the policy, and hold the proceeds of such insurance on trust for HSVS 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 HSVS.
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 Xxxxxxxxx reasonably believes, that the Customer has or is likely to become subject to an insolvency type event, Sartorius may (i) require the Customer to re-deliver the Goods to Sartorius (at the expense of the Customer if so requested by Xxxxxxxxx); and/or (ii) if the Customer fails to do so promptlymake any payment to HSVS on the due date.
7.6 The Customer grants HSVS, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are Supplied Equipment is or may be stored and repossess themin order to inspect it, or where the Customer’s right to possession has terminated, to remove it. All costs incurred by HSVS in repossessing the Supplied Equipment shall be borne by the Customer.
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 7.7 On termination of the Customer or agreement for any third party where reason, HSVS’s (but not the Goods are stored and repossess the GoodsCustomer’s) rights in this clause 7 shall remain in effect.
e) The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Xxxxxxxxx, but if the Customer does so all moneys owing 7.8 HSVS may appropriate payments by the Customer to Sartorius shall (without prejudice such Supplied Equipment as it thinks fit, notwithstanding any purported appropriation by the Customer to the contrary, and may make such appropriation at any other right or remedy of Sartorius) forthwith become due and payabletime.
Appears in 1 contract
Samples: Hardware Supply Agreement
RISK AND PROPERTY. a) 7.1 Risk of damage to or loss of the Goods PRODUCTS shall pass to the CustomerCUSTOMER at the point of: (ia) in BRITANNIC notifying the case of Goods to be provided at Xxxxxxxxx's premises, at the time when Xxxxxxxxx notifies the Customer CUSTOMER that the Goods PRODUCTS are available for collection; or (iib) in the case of Goods PRODUCTS to be delivered or installed otherwise than at SartoriusBRITANNIC’s premises, : (i) at the time of such delivery or, or installation; or (ii) if the Customer wrongfully CUSTOMER fails to take allow delivery of the Goodsor installation in accordance with these CONDITIONS, then at the time when Xxxxxxxxx BRITANNIC has tendered attempted such delivery of the Goodsor installation.
b) 7.2 Notwithstanding delivery or installation and the passing of risk in the Goods, PRODUCTS or any other provision of these GTCCONDITIONS, the property in the Goods PRODUCTS shall not pass to the Customer CUSTOMER until Sartorius BRITANNIC has received in cash or cleared clear funds payment in full of the Price price of the GoodsPRODUCTS and all other PRODUCTS and SERVICES agreed to be supplied by BRITANNIC to the CUSTOMER under any Contract for which payment is then due.
c) Until such time as 7.3 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 Goods passes PRODUCTS shall not pass to the Customer, CUSTOMER until the Customer final instalment of the purchase price has been made to BRITANNIC.
7.4 Until property in PRODUCTS passes from BRITANNIC to the CUSTOMER: (a) the CUSTOMER shall hold the Goods PRODUCTS as Xxxxxxxxx's BRITANNIC’s fiduciary agent and bailee, bailee and shall keep the Goods PRODUCTS separate from those of the Customer 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 CustomerBRITANNIC’s 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 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 immediately prior to the resale If, at any time before title to the Goods has passed to the Customer, the Customer informs Xxxxxxxxx, or Xxxxxxxxx reasonably believes, that the Customer has or is likely to become subject to an insolvency type event, Sartorius may (i) require the Customer to re-deliver the Goods to Sartorius (at the expense of the Customer if so requested by Xxxxxxxxx); and/or (ii) if the Customer fails to do so promptly, enter any premises where the Goods are stored and repossess themproperty.
d(b) 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 BRITANNIC shall be entitled at any time to require the Customer CUSTOMER to deliver up the Goods PRODUCTS to Sartorius BRITANNIC and, if the Customer CUSTOMER fails to do so forthwith, to enter upon any premises of the Customer CUSTOMER or any third party where the Goods PRODUCTS are stored and repossess the Goods.
ePRODUCTS; and (c) The Customer the CUSTOMER shall not to be entitled to pledge or in any way charge by the way of security for any indebtedness any of the Goods which remain the property of XxxxxxxxxPRODUCTS. However, but if the Customer does CUSTOMER purports to do so in breach of these CONDITIONS, all moneys monies owing by the Customer CUSTOMER to Sartorius BRITANNIC under any Contract shall (without prejudice to any other right or remedy of SartoriusBRITANNIC) forthwith become due and payable.
Appears in 1 contract
Samples: General Terms and Conditions
RISK AND PROPERTY. a) Risk of damage to or loss 8.1 The Equipment shall be at the risk 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 Company until 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 these GTC, the property in the Goods shall not pass to the Customer until Sartorius has received in cash or cleared funds payment in full at the place of the Price of the Goods.
c) Until such time as the property delivery specified in the Goods passes to the CustomerCompany's quotation (or, the Customer shall hold the Goods as Xxxxxxxxx's fiduciary agent and baileefailing that, 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 normal business hours and provide Sartorius with such information concerning purchase order). The Company shall off-load the Goods as Xxxxxxxxx may request from time to time. Until such time as Equipment at 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 Customer's risk.
8.2 Ownership of the 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 Equipment shall pass to the Customer immediately prior on the later of completion of delivery (including without limitation off-loading), or when the Company has received in full in cleared funds all sums due to it in respect of: (a) the resale If, at any time before title to Equipment; and 8.3 Until ownership of the Goods Equipment has passed to the CustomerCustomer under condition 8.2, the Customer informs Xxxxxxxxxshall:
(a) hold the Equipment on a fiduciary basis as the Company's bailee;
(b) store the Equipment (at no cost to the Company) 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 the Company's property;
(c) not destroy, deface or obscure any identifying xxxx or packaging on or relating to the Equipment; and
(d) keep the Equipment insured on the Company's behalf for its full price against all risks with a reputable insurer to the reasonable satisfaction of the Company, ensure that the Company's interest in the Equipment is noted on the policy, and hold the proceeds of such insurance on trust for the Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
8.4 The Customer's right to possession of the Equipment before ownership has passed to it shall terminate immediately if any of the circumstances set out in condition 17 arise or if the Customer encumbers or in any way charges the Equipment, or Xxxxxxxxx reasonably believes, that the Customer has or is likely to become subject to an insolvency type event, Sartorius may (i) require the Customer to re-deliver the Goods to Sartorius (at the expense of the Customer if so requested by Xxxxxxxxx); and/or (ii) if the Customer fails to do so promptlymake any payment to the Company on the due date.
8.5 The Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are Equipment is or may be stored and repossess themin order to inspect it, or where the Customer's right to possession has terminated, to remove it. All costs incurred by the Company in repossessing the Equipment shall be borne by the Customer.
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 8.6 On termination of the Customer or any third party where the Goods are stored and repossess the Goods.
e) The Customer shall not be entitled to pledge or in any way charge by way of security Agreement for any indebtedness any of reason, the Goods which Company's (but not the Customer's) rights in this condition 8 shall remain the property of Xxxxxxxxx, but if the Customer does so all moneys owing by the Customer to Sartorius shall (without prejudice to any other right or remedy of Sartorius) forthwith become due in full force and payableeffect.
Appears in 1 contract
Samples: Terms and Conditions of Sale or Resale of Equipment